SMA ALLIANCE Strategic Marketing Auto Alliance

TERMS & CONDITIONS

The Terms and Conditions of this Agreement are not a product of an adhesion contract. This means that a reasonable person could understand the language of this Agreement. If for any reason whatsoever any of the terms in this Agreement are not understood, please immediately E-mail SMAAlliance.com at Info@SMAALlliance and we will guide you through any areas of this Agreement that you find hard to understand! SMAAlliance.com is here for you and will gladly assist you through any legal rumble jumble that may be confusing. We thank you for your business!!

addition, S.M.A. Alliance asks that upon registration if the participating dealership has any concerns about any of the terms of this agreement that the dealership write a formal letter or email as written request that S.M.A. Alliance will personally review and grant a letter of accomodation if the request is granted. All requests will be viewed as accoodations unless specified otherwise by S.M.A. alliance. This Agreement is intended to keep the S.M.A. Alliance, a Tennessee corporation ("SMAAlliance.com") site an efficient and enjoyable online marketplace for the purchase and sale of new and used automobiles and automotive products (the "Service"). This agreement applies to and governs your use of this site and such use is expressly conditioned upon your acceptance of the terms and conditions set forth herein.
Arbitration Clause: All disputes arising out of or in connection with the present contract shall be finally settled under the Rules of Arbitration of the Davidson County, Tennessee by one arbitrator appointed unless more arbitrators are in accordance with the said Rules. Tennessee law governing these terms of this agreement are binding and will be enforced. "

THE FOLLOWING DESCRIBES THE TERMS ON WHICH S.M.A Alliance OFFERS YOU ACCESS TO THE SERVICE. YOU ARE NOT AUTHORIZED TO USE THIS SITE, THE SERVICE OR THE CONTENT IF YOU DO NOT ACCEPT ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY REGISTERING TO USE THIS SITE, YOU ARE INDICATING THAT YOU ACCEPT THE TERMS AND CONDITIONS STATED BELOW. If you have any questions regarding this Agreement, please contact us at info@SMAAlliance.com

Your Relationship to smaalliance.com
You and SMAAlliance.com are and shall remain independent contractors, and shall not be deemed to have an employer-employee, joint venture, partner-partnership, or franchisor-franchisee relationship for any purpose whatsoever. Accordingly, you shall be exclusively responsible for the manner in which you perform your duties under this Agreement and for the profitability or lack thereof of your activities under this Agreement. All financial obligations associated with your business are your own responsibility and you may not represent yourself as having any right or authority to obligate or bind SMAAlliance.com in any manner whatsoever.
The payment of any and all sales or other tax, arising out of a transaction on this site, shall be the sole responsibility of the users of this site, and such users shall pay any such applicable taxes.

Use of Content.
All ideas, methods of operation, processes, know-how, aesthetic aspects, sub-systems and modules included in the SMAAlliance.com site, the graphical user interfaces for the SMAlliance.com site, and the look and feel of the SMAAlliance.com site (collectively, the "Content") is protected by copyright and other intellectual property laws. The Content is owned by or licensed to SMAAlliance.com and/or its affiliated companies, licensors and suppliers. The Content is intended for personal use only. While you may interact with or download a single copy of any portion of the Content, you may not reproduce, sell, publish, distribute, modify, display, repost or otherwise use any portion of the Content in any other way or for any other purpose without the written consent of SMAAlliance.com.
If you operate a Web site and wish to link to this site, you must link to SMAAlliance.com's home page (www.SMAAlliance.com). SMAAlliance.com reserves the right to reject or terminate any links to the Content or the Service for any reason.

Personal Property of S.M.A. Alliance Sent to Dealership
Upon registration, S.M.A. Alliance sends each dealership a portable lap top computer that contains licensed software owned and operated by S.M.A. Alliance. This portable lap top and all contents within are the sole property of S.M.A. Alliance and must be returned within a reasonable amount of time upon cancellation of the dealership not to exceed 14 (fourteen) days.

If the personal property of S.M.A. Alliance is not received within this time frame and notice has been served in a reminder to the dealership to return this property, S.M.A. Alliance has the sole right to pursue legal action or bill the participating dealership an invoice not to exceed $8900 (eighty-nine hundred dollars) as compensation for the personal property and its software within.

Listing on the smaalliance.com.
Listings shall be composed of text and/or visual descriptions that are submitted to SMAAlliance.com from your website and a third party website and/or or by other means by a listing party. SMA Alliance personally pays for certain marketing sites designed to help your dealership get the ultimate results. With respect to your listing information, you agree that:
1. You are solely responsible for your listing information, and S.M.A. Alliance acts only as a passive conduit for your online distribution and publication of your listing information. However, SMAAlliance.com reserves the right to take any action with respect to such information it deems necessary or appropriate in its sole discretion, including, without limitation, deleting, editing or restricting or suspending access to such information.
2. You hereby represent and agree that your listing information and the sale of your listed goods on this site shall not: (a) knowingly infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (b) violate any law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, false advertising, or the transportation of hazardous material); (c) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; or (d) contain any viruses, trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information. Furthermore, you may not post on SMAAlliance.com or sell through SMAAlliance.com any item that, by paying to us the transaction fee, could cause us to violate any applicable law, statute, ordinance or regulation.
3. You hereby grant SMAAlliance.com a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicenseable right to exercise the proprietary rights that you may have in your listing information, in any media now known or not currently known, with respect to your listing information, as necessary to accomplish the purpose of this agreement.

Limitation of Liability
This site merely acts as a conduit for persons to conduct sales and for buyers to purchase a sellers' goods. SMAAlliance.com has no control over the quality, safety or legality of the items advertised, the truth or accuracy of the listings, the ability of sellers to sell items or the ability of buyers to buy items. SMAAlliance.com cannot and does not control whether or not sellers will complete the sale of items they offer. SMAAlliance.com cannot and does not control whether or not buyers will complete the purchase of items they have bid on. Because SMAAlliance.com does not and cannot control the action of others, in the event that you have a dispute with one or more buyers or sellers, you hereby release SMAAlliance.com (and our agents and employees and any third party partners and/or licensees of SMAAlliance.com) from all claims, demands and damages (actual and consequential) of any kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way connected with such a claim or demand. If you are a resident in a state which restricts the effect of a general release, you hereby waive any such provision to the fullest extent allowable by law and agree that this release of liability shall apply to this agreement to the fullest extent possible.
The Service and the Content are provided on an "as is" or "as available" basis and SMAAlliance.com makes no representations or warranties, expressed or implied, to any actual or prospective purchaser or owner of any vehicle as to the existence, ownership, or condition of the vehicle or as to the accuracy or completeness of any information about the vehicle contained in this service. You acknowledge that any reliance upon any such materials shall be at your sole risk. SMA.Alliancecom reserves the right, in its sole discretion, to correct any error or omission in any portion of the Service or Content.

YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR OWN RISK. NEITHER SMAALLIANCE.COM, NOR ANY OF ITS EMPLOYEES, AGENTS, CONTENT PROVIDERS OR LICENSORS MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE SERVICE, THE CONTENT, ANY ADVERTISING MATERIAL OR THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE. THE SERVICE IS PROVIDED ON AN "AS IS" BASIS AND SMAALLIANCE.COM SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES OF MERCHANTABILITY OR WARRANTIES AGAINST INFRINGEMENT.

SMAALLIANCE.COM, ITS AFFILIATES, EMPLOYEES, AGENTS, CONTENT PROVIDERS AND LICENSORS SHALL IN NO EVENT BE LIABLE FOR ANY DAMAGES OR LOSSES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, RESULTING FROM OR CAUSED BY THE SERVICE OR ITS CONTENT, INCLUDING, WITHOUT LIMITATION, LOSSES RELATED TO: YOUR USE OR INABILITY TO USE THE SERVICE; ANY ERRORS, OMISSIONS OR DEFECTS IN THE CONTENT; OR ANY INTERRUPTIONS, DELAYS IN TRANSMISSION OR COMPUTER VIRUSES. IN ANY EVENT, ANY LIABILITY OF SMAALLIANCE.COM, ITS EMPLOYEES, AGENTS, CONTENT PROVIDERS AND LICENSORS SHALL NOT EXCEED THE GREATER OF (A) AMOUNT PAID BY YOU FOR THE SERVICE IN THE 6 MONTHS PRIOR TO THE CLAIMED INJURY OR DAMAGE, OR (B) $100.

Miscellaneous Provisions
SMAAlliance.com may amend this Agreement at any time by posting the amended terms on our site. The amended terms shall be automatically effective 30 days after they are posted to this site. This Agreement may not be otherwise amended except in writing signed by both parties.
The Service of this web site is available only to individuals who can form legally binding contracts under applicable law. Our Service is not available to minors, mentally disabled, and/or any one who reasonably foreseeably possess incapacity to maintain the provisions of SMAAlliance.com.
SMAAlliance.com does not require contracts, but is bound by the Uniform Commercial Code and will uphold all agreements as a matter of law. SMAAlliance.com does not enforce selling a product to any one with an incapacity disadvantage. Registrations made with fraud, malice, intentional, and/ or reckless conduct will not be tolerated by SMAAlliance and breaches the duty of good faith and SMAAlliance.com is not responsible and has every right to take legal action if deemed appropriate.
As a user of this site, you shall be bound by our Privacy Policy, which is incorporated herein by reference.
You may not use any device, software or routine to interfere or attempt to interfere with the proper working of our site. You may not take any action which imposes an unreasonable or disproportionately large load on our site's infrastructure. You may not disclose or share your password to any third parties or use your password for any unauthorized purpose.
SMAAlliance.com may terminate your membership and any of your current listings immediately if you breach this Agreement or if SMAAlliance.com is unable to verify or authenticate any information you provide to us. In the event that SMAAlliance.com should terminate the ability of a person or entity to use this site, it shall incur no liability in connection with such action.

Except as explicitly stated otherwise, any notices shall be sent via E-mail to Info@SMAAlliance.com in the case of SMAAlliance.com) or to the E-mail address you provide to SMAAlliance.com during the registration process (in your case), or such other address as the party shall specify. Notice shall be deemed given 24 hours after E-mail is sent, unless the sending party is notified that the E-mail address is invalid. Alternatively, SMAAlliance.com may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to SMAAlliance.com during the registration process. In such case, notice shall be official once mail has been displaced in the mailbox.
This Agreement is subject to Arbitration; however, and for no other exceptions, this Agreement shall be governed in all respects by the laws of the State of Tennessee, without giving effect to any provisions in connection with choice of laws. Both parties submit to jurisdiction in Tennessee and further agree that any cause of action arising under this Agreement shall be brought exclusively in a court in Tennessee.
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof.