Nissan Motor Acceptance Company, LLC
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Terms and Conditions - Updated Sep 2023

Nissan Motor Acceptance Company, LLC & Infiniti Financial Services

> General Terms of Use

> Supplemental Terms for Nissan and Infiniti Franchise Dealerships

General Terms of Use

This Agreement describes the terms and conditions applicable to use of our services on the Nissan Motor Acceptance Company, LLC &Infiniti Financial Services("NMAC/IFS") RPM website ("RPM" or the "RPM Site"). The RPM Site is provided to you by NMAC/IFS through its third-party service provider, Manheim Remarketing, Inc (“Manheim”) f/k/a RMS Automotive, LLC. References in this Agreement to "Dealership", "you" or "your" refers to you as a user of RPM and your Dealership, and references to "Customer" refers to a lessee of a vehicle that is being returned, purchased or otherwise processed through the services offered via RPM.

By clicking your acceptance of these Terms of Use when registering or logging into your account on RPM, or by otherwise using or accessing the RPM Site, you are(a) certifying to NMAC/IFS and Manheim that you are an authorized representative of your dealership("Dealership"), and that the authorizations and agreements below are being made in your representative capacity for and on behalf of your Dealership; (b) agreeing that you and your Dealership will be bound by these Terms of Use; and (c) agreeing that you have reviewed and understand the RPM Site Privacy Statement and the Manheim Privacy Policy located in the Manheim Marketplace Policies, as defined below. These Terms of Use are legally binding, with the same legal effect as a signed, written agreement entered into with NMAC/IFS and Manheim.  In addition to these Terms of Use, and as manifested by clicking your acceptance when registering or by otherwise using or accessing the Site, you also acknowledge and agree to the Manheim Marketplace Policies, defined below, as amended from time to time, and that, in accessing and transacting on this Site, you are entering into a contractual relationship with Manheim as well as with NMAC/IFS.  The Manheim Marketplace Policies can be found at https://publish.manheim.com/en/marketplace-policies/us-policies.html (the “Manheim Marketplace Policies”).  Except as otherwise stated herein, the Manheim Marketplace Policies, including the Manheim Terms and Conditions, shall apply between you and Manheim, including but not limited to the arbitration, setoff, and limitation of liability terms therein. 

NMAC/IFS may amend this Agreement at any time by posting the amended terms on the RPM Site. It is your responsibility to regularly check the RPM Site for any amendments to this Agreement. By continuing to use or access RPM following the posting of amendments to this Agreement to the RPM Site, you expressly agree to be bound by this Agreement as so amended.

1.      Vehicle Purchases. Each Vehicle listed on the RPM Site is owned and being offered for sale by NMAC/IFS (either for its own account, or for the account of a NMAC/IFS affiliate). Vehicles being sold in a "Buy it Now" format will be sold to the buyer at the price listed on the Site. Vehicles being sold in an auction (bidding environment) will be sold to the highest bidder, unless the Vehicle's designated reserve price has not been met, in which case NMAC/IFS reserves the right to end the auction and either relist the Vehicle or remove it from the Site entirely. By clicking on the "Buy" or "Bid" or any similar button in any Vehicle listing, you are committing to purchase the listed Vehicle at the designated price in accordance with these Terms of Use. All purchases are final and any issues or disputes involving a Vehicle purchased on the Site will be resolved exclusively through the NMAC/IFS dispute process described below. NMAC/IFS and Manheim reserve the right to void or cancel any Vehicle purchase or other transaction that may take place on or through the RPM Site. In the event that a Vehicle purchase or other transaction is voided or cancelled by NMAC/IFS or Manheim, you agree to promptly return the applicable Vehicle to the designated auction location and to cooperate with NMAC/IFS and Manheim in unwinding or cancelling the applicable Vehicle purchase or other transaction.

2.      Dealer Account. Nissan and Infiniti Franchise Dealership accounts will be established by NMAC/IFS, and NMAC/IFS will provide access to the RPM Site via the NNAnet.com dealer portal. Non-Nissan and Infiniti Franchise Dealer accounts will be established via a registration process. Once registered on the RPM Site, you will be issued a unique username and password which you will use to access the RPM Site.

Manheim participates in the AuctionACCESS® registration system, and the AuctionACCESS number and other registration information assigned to your Dealership during the AuctionACCESS registration process may be linked to the Dealership's account and used for purchases made by the Dealership and its users on the RPM Site. You are responsible for protecting your username and password and your Dealership is fully responsible for all purchases and other activities that are made or initiated using your account or your username and password (including, without limitation, any purchases or other activities made or initiated by any person that is designated as an "Authorized Representative" or "Authorized User" of the Dealership in the AuctionACCESS system). The Dealership unconditionally guarantees all purchases and other transactions initiated using any Dealership account on the RPM Site.

3.  Proxy Bidding. The RPM Site may allow you to place automatic proxy bids, which allows you to specify in advance your "Max Bid" for a particular Vehicle. If you place a proxy bid on the RPM Site, the system will automatically bid on the applicable Vehicle for you in the bidding increments indicated on the listing, up to your specified" Max Bid". Proxy bids are confidential and will not be known to other bidders or to NMAC/IFS. Sometimes there may be multiple bids for a Vehicle in the same amount. In these cases, priority is given to the highest bid that is placed first, either by regular bid or by proxy bid.

4.      Vehicles grounded and purchased by the grounding dealer on the RPM site (Grounded Exclusive and Private Exclusive Marketplace channels) are sold ‘As-Is’ with no opportunity for arbitration.  It is the dealer’s responsibility to inspect the vehicle prior to the completing the purchase.  Any condition report (and resulting AutoGrade Condition Score) completed prior to grounding should not be solely relied upon as an accurate representation of the vehicle’s condition. 

5.  Vehicle Condition and History Reports. Vehicles listed on the RPM Site may have been assigned an AutoGrade Condition Score based on the overall condition of the Vehicle. AutoGrade Condition Scores are issued and provided by a third party. NMAC/IFS and Manheim make no representation, warranty or guaranty of any kind or nature regarding the accuracy or completeness of any AutoGrade Condition Score. Once you have purchased a vehicle in the Private Store Closed or Private Store Open channels, it is your responsibility to inspect the vehicle upon arrival and ensure that any missing equipment, undisclosed damage or other issues are acknowledged, and that any necessary arbitration is commenced within the permitted time period.

6.      Relist Fees. NMAC/IFS, at its sole discretion, may allow the purchase of a vehicle that is no longer available for sale in RPM. In doing so, NMAC/IFS may assess an administrative fee of $250.00 per Vehicle to administer said sale. Dealer agrees to pay for additional fees as required by NMAC/IFS (e.g., auction fees on transported vehicles).

7.   Purchase Disputes. Any issues or disputes involving a Vehicle purchased on the RPM Site will be resolved exclusively through the arbitration process established and administered by NMAC/IFS (with the assistance and support of Manheim). The NAAA Arbitration Policy is used by NMAC/IFS as a general guideline for vehicle arbitrations, but NMAC/IFS reserves the right to establish its own arbitration process and policies and to make all arbitration decisions, which shall be final.

8.   Payments. Payment for each Vehicle is due on the date of sale in good funds and must include all applicable fees and other charges displayed on the Vehicle listing page or on the purchase confirmation from us, as applicable. Payments must be made to Manheim or its designated payment facilitator either directly by the registered buyer or through a pre-established direct floor planner acting on such buyer's behalf. Payment methods available to Nissan and Infiniti Franchise Dealerships may be subject to additional NMAC/IFS rules. Although we reserve the right to make exceptions on a case-by-case basis, we generally will not accept other third-party payments. Additionally, if payment is not received in accordance with the Late Payment Policy found in the Manheim Marketplace Policies, then Manheim may, in its sole discretion, assess a Late Fee.  Our right to charge a late fee is in addition to, and not in limitation of, any other rights we or our affiliates may have. Payments must be made by ACH, by wire transfer, or by using an approved floor plan line of credit with sufficient availability to cover the full payment amount. You agree that, if any electronic debit or check/draft we (or our designated payment facilitator) present on your bank account is returned unpaid, we may debit your account for a returned item fee in the maximum amount permitted under applicable state law and any payments association rules that govern the transaction. Any returned item fee we impose is in addition to any late fee you incur, and any returned item fee your Dealership's bank may impose. We reserve the right to suspend your account or buying privileges on the RPM Site in the event of any returned or rejected payment or electronic debit request, or otherwise in our discretion. We reserve the right to change the forms and types of payments we accept in our sole discretion. Buyers making payment via a floor plan line of credit that requires manual processing may also be charged an administrative fee of up to $50 per Vehicle as compensation to Manheim for costs it incurs in processing such payments.

9.   Electronic Payment Authorization. If you have elected to pay for Vehicles you purchase on the RPM Site by automated electronic transfer from your Dealership's bank account, Manheim (or its designated payment facilitator) will attempt to debit the amounts owed for each Vehicle from the designated bank account in accordance with such authorization and these Terms of Use. Additionally, you agree that, if you designate a bank account for payment of amounts you owe us, including, but not limited to, by adding a bank account to your online profile, we may use such account information to initiate electronic debit entries to your bank account, including debit entries for amounts you owe us from time to time as such amounts become due, credit entries for amounts we owe you, and debit or credit entries in any amount necessary to correct an error. You understand that other than account information we routinely make available to you online, we will not provide any notice to you prior to initiating entries and that you are responsible for ensuring that your account balance is sufficient to cover debits for amounts you owe us. You agree that any authorizations we initiate to your bank account must comply with applicable law and applicable payments association rules, including the NACHA Operating Rules. This authorization is in addition to, and does not terminate or alter, any other authorization for electronic payments that we have on file or that you provide us in the future.

10.   Transfer of Title. Title to a Vehicle will only pass to the buyer once Manheim (or its designated payment facilitator) has received payment in full, in good funds, and otherwise in accordance with these Terms of Use. We retain a security interest in each such Vehicle in the interim to secure payment.

11. Electronic Dealing Approval. You hereby acknowledge and agree that your use of the RPM Site requires you and us to transact business with each other electronically. You further acknowledge and agree that you are consenting to these Terms of Use both in your individual capacity and in your capacity as an authorized representative for Dealership and that your consent to this document shall be deemed to satisfy all requirements imposed on electronic or digital signatures or consents under applicable federal, provincial, and state law, including, as applicable, the Electronic Signatures in Global and National Commerce Act (the "E-Sign Act"), 15 U.S.C. §7001(a) et seq., the Ontario Electronic Commerce Act,2000 SO c. 17, state or provincial electronic transactions or commerce laws, and any other similar laws relating to the validity or enforceability of electronic or digital signatures or consents.

12. Electronic Signatures. You acknowledge and agree that you and we may, from time to time, find it expedient to use electronic signature(s), acknowledgement(s), consent(s),"click-through(s)",or other approval(s), direct or indirect, for access to auctions, bills of sale, receipts, titles, and other documents or disclosures necessary or incidental to the transaction of business on the RPM Site, whether online, in emails, or otherwise, which makes your business with us easier, faster, or more efficient. To that end, you agree that any such forms of approval from you shall be effective and binding upon you, in the same manner as a handwritten signature, where circumstances indicate your intent to be bound and/or we choose to rely on such approval(s). You further acknowledge and agree that we may affix to any printed or electronic copy of such documents, including these Terms of Use, your electronic or digital signature in the form we choose, which shall for all purposes also be deemed your valid signature and acceptance. Regardless of whether your advance consent or approval was given, or in what form, you agree that you will be deemed to have ratified any transaction with or through us that you do not dispute in writing within 24 hours of confirmation by us.

13. Vehicle Transportation; Risk of Loss. The buyer is responsible for the transportation of any Vehicle purchased on the RPM Site. Vehicles must be picked-up by the Dealership or its designated transport agent or other representative by no later than the fifth (5th) day following the purchasing dealer's receipt date of the vehicle release (the "Vehicle Pick-Up Deadline"). If a Vehicle is not picked up by such date, Manheim reserves the right to (a) cancel the transaction; (b) arrange for the transport and delivery of the Vehicle using a carrier of Manheim's choosing (at the Dealership's expense); (c) suspend the Dealership's account or buying privileges on the RPM Site; and/or (d)assess the Dealership a daily storage fee for the Vehicle, not to exceed$20.00 per day. Responsibility and risk of loss for a Vehicle will pass to the buyer at the earlier of (i) such time as the buyer or its transport agent or other representative takes possession or control of the Vehicle, or (ii) the Vehicle Pick-Up Deadline. The buyer and its transport agent are responsible and liable for any damages and other liabilities that may arise during or in connection with the transport or delivery of a Vehicle, regardless of whether Manheim may have provided assistance or support in arranging for the transport or delivery of the Vehicle.

14. Dealer Acknowledgments. You acknowledge and agree that Manheim is merely performing a service on behalf of NMAC/IFS, and that Manheim makes no representation, warranty or guaranty or any kind or nature with respect to any Vehicle (including any odometer reading or any related odometer statement or certification) or any transaction that takes place on or through the RPM Site, or regarding the availability or functionality of the RPM Site (and all such representations, warranties and guaranties are expressly disclaimed by Manheim). You further acknowledge and agree that NMAC/IFS and Manheim retain the right to cease doing business with you (or any of your agents or representatives) or with any other dealer at any time and for any reason and may discontinue the RPM Site or your ability to purchase Vehicles or continuing using the RPM Site at any time and for any reason. By purchasing a Vehicle on the RPM Site, you are certifying to NMAC/IFS and Manheim that the Vehicle is being purchased for resale in the ordinary course of your business, and that you hold all necessary federal, state and provincial, as applicable, sales tax exemption certificates and similar documents required by the governing laws of your jurisdiction. You further acknowledge and agree that you have no right to or interest in any intellectual property rights in the RPM Site or any of its underlying technology. The RPM Site shall not be used in any manner or for any purpose not expressly authorized by these Terms of Use and you further agree not to copy, duplicate, reproduce, modify, translate, reverse engineer, decompile or disassemble the RPM Site or any of its underlying technology or intellectual property.

15. Indemnification; Limitations of Liability. You agree to indemnify and hold harmless NMAC/IFS, Manheim and their respective affiliates and the shareholders, members, directors, officers, employees and representatives of each of the foregoing, from and against any and all claims, judgments, damages, penalties, losses, expenses (including reasonable legal fees) and other liabilities that arise out of or relate to (a) your use of the RPM Site; (b) any Vehicle purchase or other transaction that you may initiate or be involved with on the RPM Site; (c) any use or subsequent sale of a Vehicle that you have purchased on the RPM Site after you or your transport agent or other representative has taken possession of the Vehicle; or (d) your breach or violation of any of these Terms of Use. UNDER NO CIRCUMSTANCES WILL NMAC/IFS OR MANHEIMBE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DAMAGES OROTHER LOSSES ARISING OUTOF YOUR USE OF OR RELIANCE ON THE RPM SITE OR ANY CONTENT AVAILABLE ON ORTHROUGH THE RPM SITE.

16. Prohibited Uses. You may use the RPM Site for only lawful purposes and in accordance with these Terms of Use. You agree not to (a) use the RPM Site in any manner that could disable, overburden, damage, or impair the RPM Site, or interfere with any other party's use of the RPM Site, including their ability to engage in real-time activities through the RPM Site; (b) use any automated means or process (including any robot, spider or other automatic device) to monitor, copy collect or index any information contained on the RPM Site and/or to interact with the RPM Site's functionality for any purpose, including, but not limited to, bidding, buying, or setting up accounts; (c) use any device, software or routine that interferes with the proper working of the RPM Site; (d) use the RPM Site to gather email addresses for purposes of spamming; (e) introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful; (f) attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the RPM Site, the server on which the RPM Site is stored, or any server, computer or database connected to the RPM Site; (g) attack the RPM Site via a denial-of-service attack or a distributed denial-of-service attack; or (h)otherwise attempt to interfere with the proper working of the RPM Site. We reserve the right to deny access to the RPM Site, or any service or feature provided thereunder to anyone who violates these Terms of Use or who, in our judgment, interferes with the ability of others to enjoy the RPM Site, or infringes the rights of others.

17. Notice of Privacy. Access by Dealership or any of its Users to any consumer information on the RPM Site is subject to (a)Dealership's existing privacy and information safeguards agreements with NMAC/IFS, (b) NMAC/IFS dealer bulletins relating to privacy and information safeguards, and (c) the RPM Privacy Statement.

18. Miscellaneous Dealership may not assign this Agreement and/or any of its rights and/or obligations hereunder (by operation of law or otherwise) without the prior written consent of NMAC/IFS and any such attempted assignment shall be void. Subject to that restriction, this Agreement will be binding on, insure to the benefit of, and be enforceable against the parties and their respective successors and assigns. NMAC/IFS's or Manheim's failure to enforce Dealership's or its Users' strict performance of any provision of this Agreement will not constitute a waiver of NMAC/IFS's or Manheim's right to subsequently enforce such provision or any other provision of this Agreement. These Terms of Use will be governed and construed in accordance with the internal laws of the State of Georgia. Any dispute that you may have against Manheim, NMAC/IFS or any of their respective affiliates arising from your use of the RPM Site or any transaction that may take place on or through the RPM Site, shall be subject to the exclusive jurisdiction of the federal and state courts located in Fulton County, Georgia. NMAC/IFS and Manheim are direct beneficiaries of these Terms of Use and shall have the right to enforce these Terms of Use either independently or collectively. These Terms of Use, together with the RPM Privacy Statement, represent the entire agreement between you and NMAC/IFS and Manheim regarding the subject matter hereof.

Supplemental Terms for Nissan and Infiniti Franchise Dealerships

The following terms are supplemental to the General Terms of Use and Retailer Agreement and apply only to Nissan and Infiniti Franchise Dealerships.

19. Grounding Dealership Purchase Rights. NMAC/IFS will grant a first right of refusal to the grounding Dealership for vehicle purchases. Dealership may elect to purchase an eligible*grounded lease Vehicle within the time period allowed in RPM. Grounding dealers have 48 hours from the time of grounding to exercise their exclusive option to purchase a vehicle. Vehicles not purchased in this time period may become available for purchase by other dealerships.

a.   The grounding Dealership may not retail a lease Vehicle without first completing the grounding and purchase process in RPM or by otherwise obtaining consent from NMAC/IFS.

b.   Failure by the Dealership to comply with the RPM purchasing guidelines may result in penalties.

c.   Other early termination exclusions may make the vehicle ineligible for purchase (i.e., CA Early Term)

*Due to legal restrictions, voluntarily surrendered vehicles or vehicles grounded by Customers that file for bankruptcy may not be eligible for purchase by the Dealership in RPM. To administer a purchase for said vehicles, contact RPM Dealer Services at866-RPM-0333 (866-776-0333).

20. Grounding Dealership Purchases for Sale to the Original Lessee. Lessee purchases must occur during the grounding dealer exclusivity period outlined above at the payoff amount. Dealership purchases made on behalf of the original lessee after the grounding dealer exclusivity period (at contract residual or at the adjusted market-based price) and then sold to the original lessee will result in the Customer receiving an end of lease liability statement.

21. Effective Time of Title Release for Grounding Dealer Purchase: NMAC, Infiniti Financial Services, or Nissan-InfinitiLT agrees to release title of a vehicle purchased by Dealership within 7 to 10 business days provided (a) Purchase payment is received by NMAC/IFS; and (b)NMAC/IFS has confirmed receipt of a Federal Odometer Statement electronically signed by Customer. Failure to obtain an electronic signature from the Lessee on the RPM Federal Odometer Statement will delay the release of title for all grounding dealer purchases.

22. Double Purchase: A "Double Purchase" occurs when the grounding dealership fails to Purchase a vehicle in RPM and claims ownership of and/or retailed said vehicle; meanwhile the vehicle was purchased online by a non-grounding dealership. In the event of such occurrence, the following penalties may apply:

a.   Any grounding dealer who retails a vehicle that was not purchased in compliance with RPM procedures and refuses to release the vehicle to the rightful purchaser shall be subject to a non-negotiable penalty of$1,000.00 per occurrence.

b.   Upon demand from NMAC/IFS, the Dealership will submit the penalty payment via check to be received by NMAC/IFS within 5 business days.

c.   NMAC/IFS may exercise its right of offset (See Retailer Agreement Section 6,"NMAC/IFSRIGHTS AND REMEDIES FOR RETAILER BREACH and Section7,"NMAC/IFS RIGHT OF OFFSET") to recover this penalty if payment is not received by NMAC/IFS within 5 business days of demand.



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v 2024.09.23.1235

Terms and Conditions - Updated Sep 2023

Nissan Motor Acceptance Company, LLC & Infiniti Financial Services

> General Terms of Use

> Supplemental Terms for Nissan and Infiniti Franchise Dealerships

General Terms of Use

This Agreement describes the terms and conditions applicable to use of our services on the Nissan Motor Acceptance Company, LLC &Infiniti Financial Services("NMAC/IFS") RPM website ("RPM" or the "RPM Site"). The RPM Site is provided to you by NMAC/IFS through its third-party service provider, Manheim Remarketing, Inc (“Manheim”) f/k/a RMS Automotive, LLC. References in this Agreement to "Dealership", "you" or "your" refers to you as a user of RPM and your Dealership, and references to "Customer" refers to a lessee of a vehicle that is being returned, purchased or otherwise processed through the services offered via RPM.

By clicking your acceptance of these Terms of Use when registering or logging into your account on RPM, or by otherwise using or accessing the RPM Site, you are(a) certifying to NMAC/IFS and Manheim that you are an authorized representative of your dealership("Dealership"), and that the authorizations and agreements below are being made in your representative capacity for and on behalf of your Dealership; (b) agreeing that you and your Dealership will be bound by these Terms of Use; and (c) agreeing that you have reviewed and understand the RPM Site Privacy Statement and the Manheim Privacy Policy located in the Manheim Marketplace Policies, as defined below. These Terms of Use are legally binding, with the same legal effect as a signed, written agreement entered into with NMAC/IFS and Manheim.  In addition to these Terms of Use, and as manifested by clicking your acceptance when registering or by otherwise using or accessing the Site, you also acknowledge and agree to the Manheim Marketplace Policies, defined below, as amended from time to time, and that, in accessing and transacting on this Site, you are entering into a contractual relationship with Manheim as well as with NMAC/IFS.  The Manheim Marketplace Policies can be found at https://publish.manheim.com/en/marketplace-policies/us-policies.html (the “Manheim Marketplace Policies”).  Except as otherwise stated herein, the Manheim Marketplace Policies, including the Manheim Terms and Conditions, shall apply between you and Manheim, including but not limited to the arbitration, setoff, and limitation of liability terms therein. 

NMAC/IFS may amend this Agreement at any time by posting the amended terms on the RPM Site. It is your responsibility to regularly check the RPM Site for any amendments to this Agreement. By continuing to use or access RPM following the posting of amendments to this Agreement to the RPM Site, you expressly agree to be bound by this Agreement as so amended.

1.      Vehicle Purchases. Each Vehicle listed on the RPM Site is owned and being offered for sale by NMAC/IFS (either for its own account, or for the account of a NMAC/IFS affiliate). Vehicles being sold in a "Buy it Now" format will be sold to the buyer at the price listed on the Site. Vehicles being sold in an auction (bidding environment) will be sold to the highest bidder, unless the Vehicle's designated reserve price has not been met, in which case NMAC/IFS reserves the right to end the auction and either relist the Vehicle or remove it from the Site entirely. By clicking on the "Buy" or "Bid" or any similar button in any Vehicle listing, you are committing to purchase the listed Vehicle at the designated price in accordance with these Terms of Use. All purchases are final and any issues or disputes involving a Vehicle purchased on the Site will be resolved exclusively through the NMAC/IFS dispute process described below. NMAC/IFS and Manheim reserve the right to void or cancel any Vehicle purchase or other transaction that may take place on or through the RPM Site. In the event that a Vehicle purchase or other transaction is voided or cancelled by NMAC/IFS or Manheim, you agree to promptly return the applicable Vehicle to the designated auction location and to cooperate with NMAC/IFS and Manheim in unwinding or cancelling the applicable Vehicle purchase or other transaction.

2.      Dealer Account. Nissan and Infiniti Franchise Dealership accounts will be established by NMAC/IFS, and NMAC/IFS will provide access to the RPM Site via the NNAnet.com dealer portal. Non-Nissan and Infiniti Franchise Dealer accounts will be established via a registration process. Once registered on the RPM Site, you will be issued a unique username and password which you will use to access the RPM Site.

Manheim participates in the AuctionACCESS® registration system, and the AuctionACCESS number and other registration information assigned to your Dealership during the AuctionACCESS registration process may be linked to the Dealership's account and used for purchases made by the Dealership and its users on the RPM Site. You are responsible for protecting your username and password and your Dealership is fully responsible for all purchases and other activities that are made or initiated using your account or your username and password (including, without limitation, any purchases or other activities made or initiated by any person that is designated as an "Authorized Representative" or "Authorized User" of the Dealership in the AuctionACCESS system). The Dealership unconditionally guarantees all purchases and other transactions initiated using any Dealership account on the RPM Site.

3.  Proxy Bidding. The RPM Site may allow you to place automatic proxy bids, which allows you to specify in advance your "Max Bid" for a particular Vehicle. If you place a proxy bid on the RPM Site, the system will automatically bid on the applicable Vehicle for you in the bidding increments indicated on the listing, up to your specified" Max Bid". Proxy bids are confidential and will not be known to other bidders or to NMAC/IFS. Sometimes there may be multiple bids for a Vehicle in the same amount. In these cases, priority is given to the highest bid that is placed first, either by regular bid or by proxy bid.

4.      Vehicles grounded and purchased by the grounding dealer on the RPM site (Grounded Exclusive and Private Exclusive Marketplace channels) are sold ‘As-Is’ with no opportunity for arbitration.  It is the dealer’s responsibility to inspect the vehicle prior to the completing the purchase.  Any condition report (and resulting AutoGrade Condition Score) completed prior to grounding should not be solely relied upon as an accurate representation of the vehicle’s condition. 

5.  Vehicle Condition and History Reports. Vehicles listed on the RPM Site may have been assigned an AutoGrade Condition Score based on the overall condition of the Vehicle. AutoGrade Condition Scores are issued and provided by a third party. NMAC/IFS and Manheim make no representation, warranty or guaranty of any kind or nature regarding the accuracy or completeness of any AutoGrade Condition Score. Once you have purchased a vehicle in the Private Store Closed or Private Store Open channels, it is your responsibility to inspect the vehicle upon arrival and ensure that any missing equipment, undisclosed damage or other issues are acknowledged, and that any necessary arbitration is commenced within the permitted time period.

6.      Relist Fees. NMAC/IFS, at its sole discretion, may allow the purchase of a vehicle that is no longer available for sale in RPM. In doing so, NMAC/IFS may assess an administrative fee of $250.00 per Vehicle to administer said sale. Dealer agrees to pay for additional fees as required by NMAC/IFS (e.g., auction fees on transported vehicles).

7.   Purchase Disputes. Any issues or disputes involving a Vehicle purchased on the RPM Site will be resolved exclusively through the arbitration process established and administered by NMAC/IFS (with the assistance and support of Manheim). The NAAA Arbitration Policy is used by NMAC/IFS as a general guideline for vehicle arbitrations, but NMAC/IFS reserves the right to establish its own arbitration process and policies and to make all arbitration decisions, which shall be final.

8.   Payments. Payment for each Vehicle is due on the date of sale in good funds and must include all applicable fees and other charges displayed on the Vehicle listing page or on the purchase confirmation from us, as applicable. Payments must be made to Manheim or its designated payment facilitator either directly by the registered buyer or through a pre-established direct floor planner acting on such buyer's behalf. Payment methods available to Nissan and Infiniti Franchise Dealerships may be subject to additional NMAC/IFS rules. Although we reserve the right to make exceptions on a case-by-case basis, we generally will not accept other third-party payments. Additionally, if payment is not received in accordance with the Late Payment Policy found in the Manheim Marketplace Policies, then Manheim may, in its sole discretion, assess a Late Fee.  Our right to charge a late fee is in addition to, and not in limitation of, any other rights we or our affiliates may have. Payments must be made by ACH, by wire transfer, or by using an approved floor plan line of credit with sufficient availability to cover the full payment amount. You agree that, if any electronic debit or check/draft we (or our designated payment facilitator) present on your bank account is returned unpaid, we may debit your account for a returned item fee in the maximum amount permitted under applicable state law and any payments association rules that govern the transaction. Any returned item fee we impose is in addition to any late fee you incur, and any returned item fee your Dealership's bank may impose. We reserve the right to suspend your account or buying privileges on the RPM Site in the event of any returned or rejected payment or electronic debit request, or otherwise in our discretion. We reserve the right to change the forms and types of payments we accept in our sole discretion. Buyers making payment via a floor plan line of credit that requires manual processing may also be charged an administrative fee of up to $50 per Vehicle as compensation to Manheim for costs it incurs in processing such payments.

9.   Electronic Payment Authorization. If you have elected to pay for Vehicles you purchase on the RPM Site by automated electronic transfer from your Dealership's bank account, Manheim (or its designated payment facilitator) will attempt to debit the amounts owed for each Vehicle from the designated bank account in accordance with such authorization and these Terms of Use. Additionally, you agree that, if you designate a bank account for payment of amounts you owe us, including, but not limited to, by adding a bank account to your online profile, we may use such account information to initiate electronic debit entries to your bank account, including debit entries for amounts you owe us from time to time as such amounts become due, credit entries for amounts we owe you, and debit or credit entries in any amount necessary to correct an error. You understand that other than account information we routinely make available to you online, we will not provide any notice to you prior to initiating entries and that you are responsible for ensuring that your account balance is sufficient to cover debits for amounts you owe us. You agree that any authorizations we initiate to your bank account must comply with applicable law and applicable payments association rules, including the NACHA Operating Rules. This authorization is in addition to, and does not terminate or alter, any other authorization for electronic payments that we have on file or that you provide us in the future.

10.   Transfer of Title. Title to a Vehicle will only pass to the buyer once Manheim (or its designated payment facilitator) has received payment in full, in good funds, and otherwise in accordance with these Terms of Use. We retain a security interest in each such Vehicle in the interim to secure payment.

11. Electronic Dealing Approval. You hereby acknowledge and agree that your use of the RPM Site requires you and us to transact business with each other electronically. You further acknowledge and agree that you are consenting to these Terms of Use both in your individual capacity and in your capacity as an authorized representative for Dealership and that your consent to this document shall be deemed to satisfy all requirements imposed on electronic or digital signatures or consents under applicable federal, provincial, and state law, including, as applicable, the Electronic Signatures in Global and National Commerce Act (the "E-Sign Act"), 15 U.S.C. §7001(a) et seq., the Ontario Electronic Commerce Act,2000 SO c. 17, state or provincial electronic transactions or commerce laws, and any other similar laws relating to the validity or enforceability of electronic or digital signatures or consents.

12. Electronic Signatures. You acknowledge and agree that you and we may, from time to time, find it expedient to use electronic signature(s), acknowledgement(s), consent(s),"click-through(s)",or other approval(s), direct or indirect, for access to auctions, bills of sale, receipts, titles, and other documents or disclosures necessary or incidental to the transaction of business on the RPM Site, whether online, in emails, or otherwise, which makes your business with us easier, faster, or more efficient. To that end, you agree that any such forms of approval from you shall be effective and binding upon you, in the same manner as a handwritten signature, where circumstances indicate your intent to be bound and/or we choose to rely on such approval(s). You further acknowledge and agree that we may affix to any printed or electronic copy of such documents, including these Terms of Use, your electronic or digital signature in the form we choose, which shall for all purposes also be deemed your valid signature and acceptance. Regardless of whether your advance consent or approval was given, or in what form, you agree that you will be deemed to have ratified any transaction with or through us that you do not dispute in writing within 24 hours of confirmation by us.

13. Vehicle Transportation; Risk of Loss. The buyer is responsible for the transportation of any Vehicle purchased on the RPM Site. Vehicles must be picked-up by the Dealership or its designated transport agent or other representative by no later than the fifth (5th) day following the purchasing dealer's receipt date of the vehicle release (the "Vehicle Pick-Up Deadline"). If a Vehicle is not picked up by such date, Manheim reserves the right to (a) cancel the transaction; (b) arrange for the transport and delivery of the Vehicle using a carrier of Manheim's choosing (at the Dealership's expense); (c) suspend the Dealership's account or buying privileges on the RPM Site; and/or (d)assess the Dealership a daily storage fee for the Vehicle, not to exceed$20.00 per day. Responsibility and risk of loss for a Vehicle will pass to the buyer at the earlier of (i) such time as the buyer or its transport agent or other representative takes possession or control of the Vehicle, or (ii) the Vehicle Pick-Up Deadline. The buyer and its transport agent are responsible and liable for any damages and other liabilities that may arise during or in connection with the transport or delivery of a Vehicle, regardless of whether Manheim may have provided assistance or support in arranging for the transport or delivery of the Vehicle.

14. Dealer Acknowledgments. You acknowledge and agree that Manheim is merely performing a service on behalf of NMAC/IFS, and that Manheim makes no representation, warranty or guaranty or any kind or nature with respect to any Vehicle (including any odometer reading or any related odometer statement or certification) or any transaction that takes place on or through the RPM Site, or regarding the availability or functionality of the RPM Site (and all such representations, warranties and guaranties are expressly disclaimed by Manheim). You further acknowledge and agree that NMAC/IFS and Manheim retain the right to cease doing business with you (or any of your agents or representatives) or with any other dealer at any time and for any reason and may discontinue the RPM Site or your ability to purchase Vehicles or continuing using the RPM Site at any time and for any reason. By purchasing a Vehicle on the RPM Site, you are certifying to NMAC/IFS and Manheim that the Vehicle is being purchased for resale in the ordinary course of your business, and that you hold all necessary federal, state and provincial, as applicable, sales tax exemption certificates and similar documents required by the governing laws of your jurisdiction. You further acknowledge and agree that you have no right to or interest in any intellectual property rights in the RPM Site or any of its underlying technology. The RPM Site shall not be used in any manner or for any purpose not expressly authorized by these Terms of Use and you further agree not to copy, duplicate, reproduce, modify, translate, reverse engineer, decompile or disassemble the RPM Site or any of its underlying technology or intellectual property.

15. Indemnification; Limitations of Liability. You agree to indemnify and hold harmless NMAC/IFS, Manheim and their respective affiliates and the shareholders, members, directors, officers, employees and representatives of each of the foregoing, from and against any and all claims, judgments, damages, penalties, losses, expenses (including reasonable legal fees) and other liabilities that arise out of or relate to (a) your use of the RPM Site; (b) any Vehicle purchase or other transaction that you may initiate or be involved with on the RPM Site; (c) any use or subsequent sale of a Vehicle that you have purchased on the RPM Site after you or your transport agent or other representative has taken possession of the Vehicle; or (d) your breach or violation of any of these Terms of Use. UNDER NO CIRCUMSTANCES WILL NMAC/IFS OR MANHEIMBE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DAMAGES OROTHER LOSSES ARISING OUTOF YOUR USE OF OR RELIANCE ON THE RPM SITE OR ANY CONTENT AVAILABLE ON ORTHROUGH THE RPM SITE.

16. Prohibited Uses. You may use the RPM Site for only lawful purposes and in accordance with these Terms of Use. You agree not to (a) use the RPM Site in any manner that could disable, overburden, damage, or impair the RPM Site, or interfere with any other party's use of the RPM Site, including their ability to engage in real-time activities through the RPM Site; (b) use any automated means or process (including any robot, spider or other automatic device) to monitor, copy collect or index any information contained on the RPM Site and/or to interact with the RPM Site's functionality for any purpose, including, but not limited to, bidding, buying, or setting up accounts; (c) use any device, software or routine that interferes with the proper working of the RPM Site; (d) use the RPM Site to gather email addresses for purposes of spamming; (e) introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful; (f) attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the RPM Site, the server on which the RPM Site is stored, or any server, computer or database connected to the RPM Site; (g) attack the RPM Site via a denial-of-service attack or a distributed denial-of-service attack; or (h)otherwise attempt to interfere with the proper working of the RPM Site. We reserve the right to deny access to the RPM Site, or any service or feature provided thereunder to anyone who violates these Terms of Use or who, in our judgment, interferes with the ability of others to enjoy the RPM Site, or infringes the rights of others.

17. Notice of Privacy. Access by Dealership or any of its Users to any consumer information on the RPM Site is subject to (a)Dealership's existing privacy and information safeguards agreements with NMAC/IFS, (b) NMAC/IFS dealer bulletins relating to privacy and information safeguards, and (c) the RPM Privacy Statement.

18. Miscellaneous Dealership may not assign this Agreement and/or any of its rights and/or obligations hereunder (by operation of law or otherwise) without the prior written consent of NMAC/IFS and any such attempted assignment shall be void. Subject to that restriction, this Agreement will be binding on, insure to the benefit of, and be enforceable against the parties and their respective successors and assigns. NMAC/IFS's or Manheim's failure to enforce Dealership's or its Users' strict performance of any provision of this Agreement will not constitute a waiver of NMAC/IFS's or Manheim's right to subsequently enforce such provision or any other provision of this Agreement. These Terms of Use will be governed and construed in accordance with the internal laws of the State of Georgia. Any dispute that you may have against Manheim, NMAC/IFS or any of their respective affiliates arising from your use of the RPM Site or any transaction that may take place on or through the RPM Site, shall be subject to the exclusive jurisdiction of the federal and state courts located in Fulton County, Georgia. NMAC/IFS and Manheim are direct beneficiaries of these Terms of Use and shall have the right to enforce these Terms of Use either independently or collectively. These Terms of Use, together with the RPM Privacy Statement, represent the entire agreement between you and NMAC/IFS and Manheim regarding the subject matter hereof.

Supplemental Terms for Nissan and Infiniti Franchise Dealerships

The following terms are supplemental to the General Terms of Use and Retailer Agreement and apply only to Nissan and Infiniti Franchise Dealerships.

19. Grounding Dealership Purchase Rights. NMAC/IFS will grant a first right of refusal to the grounding Dealership for vehicle purchases. Dealership may elect to purchase an eligible*grounded lease Vehicle within the time period allowed in RPM. Grounding dealers have 48 hours from the time of grounding to exercise their exclusive option to purchase a vehicle. Vehicles not purchased in this time period may become available for purchase by other dealerships.

a.   The grounding Dealership may not retail a lease Vehicle without first completing the grounding and purchase process in RPM or by otherwise obtaining consent from NMAC/IFS.

b.   Failure by the Dealership to comply with the RPM purchasing guidelines may result in penalties.

c.   Other early termination exclusions may make the vehicle ineligible for purchase (i.e., CA Early Term)

*Due to legal restrictions, voluntarily surrendered vehicles or vehicles grounded by Customers that file for bankruptcy may not be eligible for purchase by the Dealership in RPM. To administer a purchase for said vehicles, contact RPM Dealer Services at866-RPM-0333 (866-776-0333).

20. Grounding Dealership Purchases for Sale to the Original Lessee. Lessee purchases must occur during the grounding dealer exclusivity period outlined above at the payoff amount. Dealership purchases made on behalf of the original lessee after the grounding dealer exclusivity period (at contract residual or at the adjusted market-based price) and then sold to the original lessee will result in the Customer receiving an end of lease liability statement.

21. Effective Time of Title Release for Grounding Dealer Purchase: NMAC, Infiniti Financial Services, or Nissan-InfinitiLT agrees to release title of a vehicle purchased by Dealership within 7 to 10 business days provided (a) Purchase payment is received by NMAC/IFS; and (b)NMAC/IFS has confirmed receipt of a Federal Odometer Statement electronically signed by Customer. Failure to obtain an electronic signature from the Lessee on the RPM Federal Odometer Statement will delay the release of title for all grounding dealer purchases.

22. Double Purchase: A "Double Purchase" occurs when the grounding dealership fails to Purchase a vehicle in RPM and claims ownership of and/or retailed said vehicle; meanwhile the vehicle was purchased online by a non-grounding dealership. In the event of such occurrence, the following penalties may apply:

a.   Any grounding dealer who retails a vehicle that was not purchased in compliance with RPM procedures and refuses to release the vehicle to the rightful purchaser shall be subject to a non-negotiable penalty of$1,000.00 per occurrence.

b.   Upon demand from NMAC/IFS, the Dealership will submit the penalty payment via check to be received by NMAC/IFS within 5 business days.

c.   NMAC/IFS may exercise its right of offset (See Retailer Agreement Section 6,"NMAC/IFSRIGHTS AND REMEDIES FOR RETAILER BREACH and Section7,"NMAC/IFS RIGHT OF OFFSET") to recover this penalty if payment is not received by NMAC/IFS within 5 business days of demand.


 
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