Terms and Conditions of Use of Exeter Finance LLC’s Dealer Portal

Last Updated: 7/14/2021

IMPORTANT - READ CAREFULLY: THESE TERMS AND CONDITIONS OF USE ( “TERMS OF USE”) FOR EXETER’S DEALER PORTAL (THE “PORTAL”) ARE BETWEEN EXETER FINANCE LLC ( “EXETER”, “WE” OR “US”) AND YOU ( “DEALER” OR “YOU”). THESE TERMS OF USE GOVERN YOUR ACCESS TO AND USE OF ANY PART OF THE PORTAL, EFFECTIVE AS OF THE DATE YOU ACCEPT THESE TERMS OF USE OR OTHERWISE ACCESS OR USE ANY PART OF THE PORTAL. BY CLICKING OR USING ANY PART OF THE PORTAL, YOU ARE AGREEING TO BE BOUND BY THESE TERMS OF USE IN CONNECTION WITH YOUR USE OF THE PORTAL. IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOUR USE OF THE PORTAL IS STRICTLY PROHIBITED.

fiber_manual_record Modification

Exeter may make changes to the Portal or these Terms of Use, from time to time. Upon making any changes to these Terms of Use, Exeter will post the updated Terms of Use in the Portal and indicate the date on which the Terms of Use were last modified. Dealer acknowledges and agrees that Dealer’s continued use of the Portal after Exeter has posted such changes constitutes Dealer’s acceptance of the new Terms of Use. Exeter will use commercially reasonable efforts to communicate any material changes to the Terms of Use in advance of the effective date. However, it is Dealer’s responsibility to review the Terms of Use posted to the Portal, from time to time, to confirm whether any updates have been made.

fiber_manual_record Termination; Surviving Terms

Dealer acknowledges that its access to and use of the Portal is conditioned on Dealer having entered into an agreement with Exeter relating to the purchase of certain contracts in connection with the sale of motor vehicles ( “Dealer Agreement”). Upon any expiration or termination of the Dealer Agreement in accordance with the terms thereof, these Terms of Use will automatically terminate without further action.

Exeter reserves the right, in its sole discretion, to limit, terminate or suspend Dealer’s access to the Portal, in whole or in part, at any time without notice. Termination of such access will not limit any other right or relief to which Exeter may be entitled at law or in equity. Upon any termination of these Terms of Use, all licenses granted by Exeter to Dealer hereunder and Dealer’s right to use the Portal will immediately cease. The following Sections will survive any termination or expiration of these Terms of Use: Section 2 (Termination; Surviving Terms); 6 (Warranty Disclaimer); 7 (Limitation of Liability); 8 (Indemnification); 9 (Exeter Marks); 10 (Governing Law); and 11 (General).

fiber_manual_record Privacy Statement

Exeter’s Privacy Notice applies to personal information collected from or provided by you through the Portal.

fiber_manual_record Portal Content

All content on the Portal, including but not limited to text, graphics, images, software, features, tools, code, information, reports, brochures and other content (collectively, the “Content”), is the property of Exeter and its licensors and is protected under United States and foreign copyright laws and other laws. Exeter grants Dealer a limited, non-transferable, non-sublicensable, non-exclusive, revocable license to access, view, use, print and download the Content solely to support the transactions contemplated in the Dealer Agreement (as defined above), provided Dealer does not modify or delete any copyright, trademark or other proprietary notice that appears in the Content. Exeter may revoke this license at any time for any or no reason. Other than as expressly allowed in these Terms of Use, any other use of the Portal or Content is expressly prohibited. Unauthorized use of Content may be in violation of copyright, trademark and other laws.

fiber_manual_record Acceptable Use Policy

Dealer agrees that when using the Portal or submitting any information, data, or other materials to the Portal, Dealer will not:
  • access data not intended for Dealer or log onto a server or an account that Dealer is not authorized to use;
  • circumvent or modify, attempt to or assist another in circumventing or modifying any security technology or software that is part of the Portal;
  • interfere with service to any other user, or the software, networks or systems that Exeter uses to bring the Portal to Dealer, such as by submitting a virus or overloading, "flooding," "spamming," "mailbombing" or "crashing" the Portal;
  • modify, alter or prepare other works based on the Portal’s Content, or publicly perform or display such Content, such as by posting the Content on any network computer or distributing the Content on or in any media, including any effort to decompile, reverse engineer or otherwise attempt to derive source code, underlying ideas, algorithms, structure or organization of the Portal;
  • use any automated means, such as robots, screen scrapers or spiders, to collect and/or index any of the Content;
  • transmit or disseminate any kind of material that contains malware, viruses, bots, worms or any other computer code, files or programs that interrupt, destroy or limit the functionality or operation of the Portal; or
  • use the Portal in a manner that violates any applicable laws or regulations.
Any violation of this Acceptable Use Policy may result in, among other things, immediate suspension or termination of Dealer’s access to the Portal by Exeter.

fiber_manual_record Warranty Disclaimer

Exeter’s Portal is a means for Exeter and Dealer to communicate about deal terms at an account level. The Content is for general informational purposes only. The Content may include errors or omissions, and it may include material collected from and provided by third parties that we have not verified or reviewed. Exeter make no guarantees regarding the accuracy or reliability of any of the Content, and Dealer should not rely on it without independent verification. Exeter makes no representations about the accuracy, reliability, completeness or timeliness of online material or about the results to be obtained from using the Portal. Dealer’s access and use the Portal and any of its Content is at Dealer’s own risk.

EXETER DOES NOT WARRANT THAT THE PORTAL WILL OPERATE ERROR-FREE OR THAT THE PORTAL, CONTENT OR ANY COMPUTER SERVER ARE FREE OF MALWARE OR ARE ACCURATE. IF DEALER’S USE OF THE PORTAL RESULTS IN ANY COSTS OR EXPENSES, INCLUDING, WITHOUT LIMITATION, THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, EXETER SHALL NOT BE RESPONSIBLE FOR THOSE COSTS OR EXPENSES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PORTAL AND CONTENT ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY AND EXETER DISCLAIMS ALL WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. EXETER MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF THE CONTENT, SOFTWARE, TEXT, GRAPHICS OR LINKS.

fiber_manual_record Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, IN NO EVENT SHALL EXETER BE LIABLE TO DEALER FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION, OR DEALER’S USE OR INABILITY TO USE ANY PART OF THE PORTAL, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT EXETER IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, NOR SHALL EXETER’S AGGREGATE LIABILITY TO DEALER IN CONNECTION WITH THESE TERMS OF USE EXCEED ONE HUNDRED DOLLARS ($100).

EXETER STRIVES TO MAINTAIN ITS PORTAL AND KEEP IT OPERATIONAL. HOWEVER, EXETER IS NOT RESPONSIBLE OR LIABLE FOR THE PORTAL BEING UNAVAILABLE DUE TO TECHNICAL ISSUES.

fiber_manual_record Indemnification

By using the Portal, Dealer agrees to defend, indemnify and hold harmless Exeter, its affiliates and its and their respective officers, directors, employees, contractors and agents, from and against any and all losses, actions, claims, damages, fines, costs and expenses (including reasonable legal and accounting fees) arising from or related to Dealer’s or its users’: (i) use of the Portal, including any Content, (ii) negligence, or intentional misconduct in connection with the use of the Portal; or (iii) breach of these Terms of Use. Exeter reserves the right to assume or participate, at Dealer’s expense, in the investigation, settlement and defense of any such action or claim.

fiber_manual_record Exeter Marks

“Exeter” and other trademarks and trade names used by Exeter to describe the services provided by Exeter within the Portal are, except as otherwise expressly stated, the property of Exeter. Other featured words or symbols, used to identify the source of goods and services provided by third parties, are the trademarks of their respective owners.

fiber_manual_record Governing Law

These Terms of Use are governed by the substantive laws of the State of Texas, without regard to its conflict of laws principles. Each party shall bring any suit, action, or other proceeding with respect to these Terms of Use in any state or federal court located in Dallas County, Texas.

fiber_manual_record General

If any provision of these Terms of Use is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect. No waiver of any provision in these Terms of Use shall be a further or continuing waiver of such provision or any other provision in these Terms of Use. The section names in the Terms of Use are for convenience only and have no legal or contractual effect. Dealer may not assign these Terms of Use, or any of Dealer’s rights or obligations hereunder, without the prior written consent of Exeter. Exeter may assign, transfer or sublicense any or all of its rights or obligations under these Terms of Use at any time without Dealer’s prior consent. Dealer agrees that Exeter may provide these Terms of Use and any notices and other communications relating to the Portal to Dealer in electronic format to the extent permissible by law. These Terms of Use constitute the entire agreement between Dealer and Exeter with respect to Dealer’s use of the Portal. For the avoidance of doubt, nothing in these Terms of Use is intended to modify or amend the terms of the Dealer Agreement.