GMAC Dealer Loans General Terms of Use

THESE ARE THE TERMS AND CONDITIONS GOVERNING YOUR USE OF THE GMACDEALERLOANS.COM WEBSITE AND OUR SERVICES.

WELCOME to the GMAC dealer loan program website at and under the domain name GMACDealerLoans.com (the "Site").  This General Terms of Use agreement (this "Agreement") sets forth the terms and conditions governing your use of the Site and your access to and use of the information, content and services offered on the Site (which, collectively with the Site, constitute the "Services").  By accessing or using the Site or any of GMAC's Services, you accept and agree to be legally bound by this Agreement, as it may be amended or supplemented from time to time (as further described below), and agree to all operating rules and/or policies of GMAC and the Services that may be published by GMAC on the Site, including the Account Terms of Access and the Privacy Policy which are incorporated by reference into this Agreement

GMAC's Services and this Site are intended only for the use and convenience of authorized GMAC Approved dealers.  IF YOU ARE NOT A GMAC APPROVED DEALER, YOU MAY, SUBJECT TO THIS AGREEMENT, VIEW THE PUBLICLY ACCESSIBLE PAGES OF THIS SITE BUT YOU MAY NOT USE, OR REGISTER TO USE, ANY OTHER SERVICES. 

IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS THE SITE OR USE THE SERVICES. 

1.        GMAC Reserves the Right to Revise this Agreement  GMAC reserves the right, at any time and from time-to-time, to update, revise, supplement and to otherwise modify this Agreement, and to impose new or additional terms or conditions on your use of the Services.  These updates, revisions, supplements, modifications and additional rules, polices, terms and conditions (collectively referred to in this Agreement as "Additional Terms") are effective immediately and incorporated into this Agreement when we notify you, including by posting to the Site.  Your continued use of the Site following notice is deemed to conclusively indicate your acceptance of any and all Additional Terms.  All Additional Terms are incorporated into this Agreement.
 
2.   GMAC May Revise or Terminate Any Part of the Services at Any Time  GMAC reserves the right, at any time and from time-to-time, to modify or discontinue, temporarily or permanently, the Services, with or without notice and in its sole discretion.  This includes the right to modify, discontinue or remove any content, postings, links, pages, services or other materials at any time and for any reason.  GMAC is not liable to you for any modification, general suspension or discontinuance of any Services.  GMAC has the right to terminate, limit, restrict or suspend your access to all or any part of the Services at any time, with or without notice, for any reason.
 
3. 

Acceptable Use of the Services  In order to use the Services you must obtain access to the World Wide Web directly or through devices that access web-based content and pay any and all service fees associated with such access.

(a)  Individual Use  You are only authorized to visit, view and to retain a single copy of pages of this Site solely for your own individual use, and that you will not duplicate, download, publish, modify, transmit, transfer, adapt, display, translate, compile or decompile, reverse engineer, distribute, remove or delete GMAC Intellectual Property, content or any other material on the Site provided by GMAC or its third party licensors, unless otherwise specifically authorized by GMAC.  We post legal notices and various credits on pages of the Site, which may not be removed even in your permitted copy.  You will not remove these notices or credits, or any additional information contained along with the notices and credits.
(b) Deep Links  You will not "deep-link" to this Site, meaning that you will not create, post, display, publish or distribute any link to any page other than the front (home) page of the Site for any purpose, unless specifically authorized by GMAC to do so.
(c) Prohibited Activities  You are prohibited from violating or attempting to violate the security of the Services.  You will not: (i) access data or materials not intended for you; (ii) log into a server or account which you are not authorized to access; (iii) attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (iv) attempt to interfere with service to any user, host or network, including without limitation, via means of submitting a virus to the Services, overloading, "flooding", "mailbombing" or "crashing" the Services; (v) violate the privacy rights of other users; (vi) alter or tamper in any way with the look and feel or functionality of the Site; (vii) violate GMAC's or its third party licensors' rights, if any, in GMAC Intellectual Property; (viii) engage in any conduct that violates the this Agreement or that, in GMAC's sole discretion, restricts, inhibits or impacts any other user from using or enjoying the Services; or (ix) post on or otherwise transmit through the Site any links, descriptions or information prohibited by this Agreement or any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane, hateful, racially, ethnically or otherwise objectionable material of any kind including, without limitation, any material that encourages conduct that would constitute a criminal offense, give rise to a civil liability or otherwise violate any applicable Laws.  GMAC reserves the right to investigate occurrences which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who have participated in such violations.  You understand that data and communications, including e-mail and other electronic communications, may be accessed by unauthorized third parties when communicated over the Internet.
(d)  You Are Responsible For All of Your Activities and All of The Content You Post  You represent and warrant that any information you post or provide to GMAC by means of this Site, including, without limitation, as part of any registration or application or to gain access to any Services, is truthful, accurate, not misleading and offered in good faith.  Any information disclosed to you via the Services including, without limitation, any content in the personalized areas of the Site, may be used only for its intended purpose.  GMAC expects that you will exercise caution, good sense and proper judgement in using the Services.
(e)  Do Not Violate Third Party Intellectual Property Rights  Without limiting the foregoing, you may not, and by using the Services you agree not to, use the Services to: (i) transmit material that is copyrighted, unless you are the copyright owner or have obtained the permission of the copyright owner to transmit it; (ii) transmit material that reveals trade secrets, unless you own them or have the permission of the owner to so transmit them; or (iii) transmit material that infringes on any Intellectual Property Rights of others or violates the privacy or rights of publicity of others.  For purposes of this Agreement, the term "Intellectual Property Rights" means collectively, rights under patent, trademark, copyright and trade secret laws, and any other intellectual property or proprietary rights recognized in any country or jurisdiction worldwide, including, without limitation, moral rights and similar rights.
(f)  Ownership  The registered and non registered trademarks of GMAC including, without limitation, GMAC, GMAC FS, GMAC Financial Services, and all data, software, text, typefaces, graphics, logos, button icons, images, audio clips, designs, illustrations, configurations, displays, screens, concepts, content and other materials and information appearing on, displayed in connection with, embodied in, or contained within or relating to the Services (collectively, "GMAC Intellectual Property"), are the exclusive property of GMAC and are protected by all applicable Laws.  Any use not authorized by this Agreement including, without limitation, the reproduction, modification, distribution, transmission, republication, display, removal or deletion of GMAC Intellectual Property on the Site, in whole or in part, in all forms, media and technologies now existing or hereafter developed, is strictly prohibited.  Nothing contained herein shall be construed as conferring to you in any manner, whether by implication, estoppel or otherwise, any license, title or ownership of or to any GMAC Intellectual Property.  Except as otherwise authorized by this Agreement, you may not upload, post, reproduce, copy, translate, alter, modify, create derivative works of or distribute, in any way, GMAC Intellectual Property, without obtaining prior written permission from GMAC.  GMAC Intellectual Property made available on or through the GMAC may not be used in connection with any product or service that is different than the product or service with which it is related to on the Site or in any manner that is likely to cause confusion among customers, disparages or discredits GMAC or a third party or diminishes the value of GMAC Intellectual Property.  GMAC represents, and based on such representation, you expressly acknowledge that, GMAC Intellectual Property:  (a) has been developed and prepared by GMAC and its third party licensors through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, money and effort; (b) contains trade secrets of GMAC and its third party licensors; (c) is protected by applicable Laws; and (d) constitutes valuable property of GMAC and its third party licensors.  You further agree that unauthorized copies or disclosure of GMAC Intellectual Property will cause great damage to GMAC and its third party licensors, which damage far exceeds the value of the information involved. You also may not resell the Services (or any part thereof).  You acknowledge that you do not acquire any ownership rights by virtue of downloading copyrighted material from the Services.  All rights not expressly granted hereunder are expressly reserved to GMAC.  If you believe your rights under applicable copyright laws are being infringed, you may notify our designated agent by following the instructions set forth in Section 3(h) hereof.
(g)   Spidering  THE USE OF ANY TOOLS, PROGRAMS, ROBOTIC ALGORITHMS OR PRODUCTS TO AUTOMATICALLY DOWNLOAD OR “SPIDER” THE SITE OR ANY OF THE PAGES OF THE SITE INFRINGES ON GMAC'S COPYRIGHTS.  DO NOT USE ANY SUCH TOOLS OR PRODUCTS ON OR IN CONNECTION WITH THE SERVICES.
(h) 

Reporting Of Copyright Infringements  In accordance with the Digital Millennium Copyright Act, the following procedure shall be followed regarding the reporting of copyright infringement claims:

i)  A formal notice of copyright infringement must be filed and must contain the follow­ing information:
ii)  Name of person/entity complaining, including contact information;
iii) Identification and location of infringing material;
iv)  A statement citing a good faith belief that the material is infringing; and
v) A statement made, under penalty of perjury, that the information contained in the complaint is accurate and that the complaint is authorized by the copyright holder.

Any notice of copyright infringement for claims related to the Site must be sent to:

______________________
GMAC
Office of the Secretary
200 Renaissance Center
Mail Code 482-B12-C82
Detroit, MI 48265-2000
Fax: (313) 665-6308
______________________
 
4.  Compliance with Laws  You may only use the Site and the Services for lawful purposes. The Services are subject to, and you agree that you shall at all times comply with all applicable local, state, national, and international laws, statutes, rules, regulations, policies, ordinances of all applicable countries and their instrumentalities and political subdivisions thereof, including, without limitation, all states, provinces, territories and the like (collectively, "Laws") applicable to the use of the Site and the Services.  This obligation includes your agreement to comply with all applicable laws, automobile industry-specific regulations and rules relating to, without limitation, antitrust, fair trade and the export of technical and other data from the United States (and from your country if you are not located in the United States) and your agreement not to export or re-export any such data or any other content or materials in violation of such laws, rules or regulations without first obtaining all necessary licenses, consents and approvals therefor, as well as authorization therefor from GMAC.
 
5.  Your Access to Certain Services  As a convenience and courtesy to you, the general viewer of this Site, GMAC provides access to certain Services on the Site such as a general contents page, a loan information request page and a dealer news page.  Such information may include materials and information from third parties, and you acknowledge and agree that GMAC has minimal control over such information.  Accordingly, GMAC cannot guarantee, represent or warrant that the content contained in the Site is accurate, appropriate to you and/or inoffensive.
 
6.        GMAC Makes No Warranties  YOU USE THE SERVICES AT YOUR SOLE RISK.  THE SERVICES, INCLUDING, WITHOUT LIMITATION, ALL DATA, CONTENT AND TRANSACTIONS, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND. GMAC, AND IT'S AFFILIATES, EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OF TITLE OR NONINFRINGEMENT, AND ANY WARRANTIES ARISING FROM TRADE USAGE, COURSE OF DEALING OR COURSE OF PERFORMANCE.  NOTWITHSTANDING ANY PROVISION CONTAINED HEREIN TO THE CONTRARY, GMAC DOES NOT WARRANT THAT THE SITE WILL BE AVAILABLE OR OPERATE IN AN UNINTERRUPTED OR ERROR-FREE MANNER OR THAT ERRORS OR DEFECTS WILL BE CORRECTED.  IN ADDITION, GMAC DOES NOT WARRANT THAT INFORMATION OR CONTENT AVAILABLE ON OR THROUGH THE SITE IS APPROPRIATE, ACCURATE COMPLETE, TIMELY OR AVAILABLE FOR USE IN ANY PARTICULAR JURISDICTION, AND ACCESSING THEM FROM JURISDICTIONS WHERE THEIR CONTENTS ARE ILLEGAL IS EXPRESSLY PROHIBITED.  YOU ACCEPT FULL RESPONSIBILITY FOR ANY TRANSACTIONS MADE BY YOU OR ON YOUR BEHALF USING THE SERVICES. NO SALES PERSONNEL, EMPLOYEES, AGENTS OR REPRESENTATIVES OF GMAC, ITS AFFILIATES OR ANY THIRD PARTY ARE AUTHORIZED TO MAKE ANY REPRESENTATION, WARRANTY OR COVENANT ON BEHALF OF GMAC OR ITS AFFILIATES.  ACCORDINGLY, ADDITIONAL ORAL STATEMENTS DO NOT CONSTITUTE WARRANTIES, SHOULD NOT BE RELIED UPON AND ARE NOT PART OF THIS AGREEMENT.  YOU EXPRESSLY AGREE THAT GMAC AND ITS AFFILIATES SHALL NOT BE RESPONSIBLE FOR ANY TERMINATION, INTERRUPTION, DELAYS OR ERRORS IN THE SERVICES.  THIS SECTION SURVIVES TERMINATION OR EXPIRATION OF THIS AGREEMENT.
 
7.     

  Limitation of Liability  YOU EXPRESSLY UNDERSTAND AND AGREE THAT GMAC IS NOT LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES RESULTING FROM, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, TRANSACTION LOSSES, OPPORTUNITY COSTS, INTERRUPTION OF BUSINESS, COSTS OF PROCURING SUBSTITUTE GOODS OR OTHER INTANGIBLE LOSSES, REGARDLESS OF THE FORM OF THE CLAIM OR ACTION, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, STATUTE OR OTHERWISE, AND REGARDLESS OR WHETHER OR NOT SUCH DAMAGES WERE FORSEEN, UNFORSEEN OR FORSEEABLE (EVEN IF GMAC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).  TO THE EXTENT THE FOREGOING LIMITATION OF LIABILITY IS, IN WHOLE OR IN PART, HELD TO BE INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF GMAC FOR ANY REASON AND UPON ANY CAUSE OF ACTION (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, STRICT LIABILITY AND OTHER ACTIONS IN CONTRACT OR TORT) ARISING OUT OF OR IN ANY WAY RELATED TO THE SITE OR THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES ACTUALLY INCURRED UP TO TWO HUNDRED FIFTY DOLLARS ($250). 

THE LIMITATION OF LIABILITY HEREIN APPLIES TO ALL LIABILITIES IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM YOUR USE OR YOUR INABILITY TO USE THE SITE, OR ANY OTHER MATTER ARISING FROM OR RELATING TO THE SITE.  BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
 
8.  Indemnity of GMAC  You will defend, indemnify and hold GMAC and its affiliates, and their respective members, directors, officers, shareholders, employees, representatives, agents, attorneys, consultants, successors and assigns, and their respective third party contractors harmless from and against any and all claims, losses, damages, liabilities, obligations, judgments, causes of action, costs, charges and expenses (including, without limitation, reasonable attorneys' and consultants' fees and such fees and/or penalties as any exchanges or third party licensors may impose) arising out of:  (a) any breach or alleged breach by you of this Agreement; (b) any negligence, or willful or reckless actions or misconduct of you or any of your employees or agents; and/or (c) your violation of, or non compliance with, Laws including, without limitation, the Export Control Policy; (d) your use (or inability to use) the Services (including the Account Section of the Site) or any other activities of yours accomplished using the Services.  With respect to indemnifiable claims, GMAC and its affiliates reserve the right to select their own attorneys at your cost.  This Section shall survive any termination or expiration of this Agreement
 
9.    Order of Precedence  This Agreement does not modify, alter or amend any other agreement you have entered or will enter into with GMAC or any of its related or affiliated entities.  To the extent that any provision of this Agreement, or any supplemental agreement offered as any part of any registration for additional Services on this Site, conflicts with any provision of your other agreements with GMAC or any of its related or affiliated entities, the terms of the other agreement, as to the subject matter of that other agreement, takes precedence over the conflicting terms(s) of this Agreement.
 
10. Dispute Resolution  If a dispute arises out of or relates to this Agreement or its breach (with the exception of rights to injunctive relief with respect to Intellectual Property Rights and obligations with respect to confidentiality), and the parties have not been successful in resolving the dispute through direct negotiation, then, at GMAC's sole option and upon GMAC's written election of such option, the dispute will be settled in binding arbitration pursuant to the rules of the American Arbitration Association then in effect.  Three arbitrators will be appointed, each a natural person who has never been employed (either as an employee or as an independent consultant) by either of the parties, or any parent, subsidiary or affiliate thereof.  Each party will have the right to take discovery of the other party by any or all methods provided in the Federal Rules of Civil Procedure.  The arbitrators may upon request exclude from being used in the arbitration proceeding any evidence not made available to the other party pursuant to a proper discovery request.  The cost of the arbitration will be borne equally by the parties pending the arbitrator's award, and then the prevailing party in the dispute will be entitled to receive from the other party its reasonable attorneys’ fees and costs.  The parties, their representatives, other participants and the arbitrator will hold in confidence the existence, content and result of the arbitration.  The location of arbitration will be Detroit, Michigan, USA, or such other location as the parties may mutually agree.
 
11. Choice of Law  This Agreement, and all the rights and duties of the parties arising from or relating in any way to the subject matter of this Agreement or the Services is governed by, construed and enforced in accordance with the laws of the State of Michigan (excluding any conflict of laws provisions of the State of Michigan which would refer to and apply the substantive laws of another jurisdiction).  Subject to the dispute resolution procedures set forth above, any suit or proceeding relating to this Agreement, including arbitration proceedings, must be brought in the state courts located in Oakland County, Michigan, and/or the federal courts located in Wayne County, Michigan.  YOU HEREBY CONSENT TO THE EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF THE COURTS, STATE AND FEDERAL, LOCATED IN OAKLAND COUNTY, MICHIGAN (STATE) AND WAYNE COUNTY, MICHIGAN (FEDERAL).
 
12.

Miscellaneous Terms  Subject to the terms of Section 9 of this Agreement and GMAC’s other operating rules and policies (including the Account Terms of Access), this Agreement constitutes the entire agreement between you and GMAC with respect to the subject matter addressed herein, and governs your use of the Services, superseding any prior agreements between you and GMAC relating to such subject matter, but this Agreement may be supplemented by any other agreement you enter into with GMAC pursuant a registration to access certain features of the Site.  The failure of GMAC to exercise or enforce any right or provision of this Agreement does not constitute a waiver of such right or provision.  If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and that the other provisions of this Agreement remain in full force and effect. You agree that, regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the Services must be filed or otherwise commenced within one (1) year after such claim or cause of action arose or be forever barred.  The section headings used in these Agreement are for convenience only and have no legal or contractual effect.

Without limiting the foregoing, GMAC’s Services are not intended for use by or availability to minors.  IF YOU ARE NOT LEGALLY AN ADULT UNDER THE LAW WHERE YOU LIVE OR IF YOU ARE UNDER 13 YEARS OF AGE, YOU MAY NOT ACCESS THE SITE OR USE THE SERVICES.  IF SO, PLEASE IMMEDIATELY DISCONTINUE USE OF THE SERVICES AND DO NOT ACCESS THE SITE.

YOU HAVE READ AND BY USING OR ACCESSING THIS SITE, AGREE TO BE LEGALLY BOUND BY ALL OF THE FOREGOING TERMS AND CONDITIONS.

*All of the information contained herein is for information purposes only.
All subsequent dealer loan applications are subject to GMAC and/or Ally Bank approval.