This Terms of Service (this “Agreement”) is entered into by and between: (i) J.G. Title Company, LLC, a Kansas limited liability company (“JGT”), and (ii) the Organization, an automobile dealership group or business that owns one or more automobile dealerships or engages with automotive titles and/or registrations (each an “Organization” and collectively the “Organizations”) as well as the user representing the Organization, the ("User" or "you"). (JGT, the Organization, and the User may hereinafter be referred to individually as a “Party” and collectively as the “Parties”).
RECITALS
A. Organization is an automobile dealership group or business that owns one or more automobile dealerships or engages with automotive titles and/or registrations (each an “Organization” and collectively the “Organizations”).
B. Users are employees that work with and for the Organization or Organizations and will subsequently use the platform described.
C. JGT provides certain vehicle titling and registration services to automobile dealerships and commercial business, and Organization and/or User desires to retain JGT to provide certain vehicle titling and registration services to User’s Organization(s) and in accordance with the terms and conditions of this Agreement. By using the JG Title Suite platform and signing in to the platform, you, as the User representing the Organization, accept and agree to be bound by all the terms and conditions set forth in this Agreement. If you do not agree to these terms, you should not access or use the Platform.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as follows:
1. Party Representatives.
1.1 JGT shall designate a primary contact to act as its authorized representative with respect to all matters pertaining to this Agreement (the “JGT Contract Manager”), with such designation to remain in force unless and until a successor JGT Contract Manager is appointed. The JGT Contract Manager will have the authority to bind JGT for any purposes related to this Agreement.
1.2 By signing in to the Platform, the User states that they are an authorized representative with respect to this Agreement and to act as its authorized representative with respect to matters pertaining to this Agreement (the “Customer Contract Manager”), with such designation to remain in force indefinitely. The Customer Contract Manager will have the authority to bind the Organization for any purposes related to this Agreement i.e. authorized to operate within the system.
1.3 The JGT Contract Manager and Customer Contract Manager are identified by the signing in of the User to the platform.
2. Services.
2.1 JGT shall provide to User and the Organization the services set out in Exhibit A to this Agreement (the “Services”).
2.2 The Parties may mutually agree to revisions of Exhibit A from time to time. Any such revisions to Exhibit A shall be set forth in an amended Exhibit A agreed by both the JGT Contract Manager and Customer Contract Manager. Any such revisions shall have prospective effect from the date the amended Exhibit A is executed by both the JGT Contract Manager and Customer Contract Manager.
2.3 JGT shall provide the Services: (i) in a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services, and (ii) in accordance with the terms and subject to the conditions set forth in this Agreement.
3. Fees and Expenses.
3.1 For the Services to be performed hereunder, Customer shall pay to JGT the fees set out in Exhibit B to this Agreement (the “Fees”).
3.2 JGT may amend Exhibit B from time to time in its discretion.
3.3 Organization shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Customer and/or registrar hereunder; and to the extent JGT is required to pay any such sales, use, excise, or other taxes or other duties or charges, Organization shall reimburse JGT in connection with its payment of fees and expenses. Notwithstanding the previous sentence, in no event shall Customer pay or be responsible for any taxes imposed on, or regarding, JGT’s income, revenues, gross receipts, personnel, or real or personal property or other assets.
3.4 Any late and unpaid amounts owed to JGT under this Agreement will accrue interest, calculated daily and compounded monthly, at the lesser of: (a) the rate of 1.25% per month, or (b) the highest rate permissible under applicable law. If JGT seeks to enforce any of its rights under this Agreement, Customer shall reimburse JGT for all of JGT’s costs and expenses incurred, including attorneys’ fees. In addition to all other remedies available under this Agreement or at law (which JGT does not waive by the exercise of any rights hereunder), JGT shall be entitled to suspend the provision of any Services if the Customer fails to pay any amounts when due hereunder and such failure continues for three (3) days following written notice thereof to Customer.
4. Term. This Agreement shall commence as of the Effective Date and shall continue thereafter unless sooner terminated pursuant to Section 3.2 or Section 6 (the “Term”).
5. Customer Obligations. During the Term of this Agreement, Customer shall:
5.1 Require that the Customer Contract Manager respond promptly to any reasonable requests from JGT for instructions, information, or approvals required by JGT to provide the Services.
5.2 Cooperate with JGT in JGT’s performance of the Services and provide access to Organization, employees, contractors, records, and equipment as required to enable JGT to provide the Services.
5.3 Take all steps necessary, including obtaining any required forms, consents, information or funds, to prevent delays in JGT’s provision of the Services.
6. Termination.
6.1 Either Party may terminate this Agreement, for any reason or no reason, following written notice to the other Party of at least ninety (90) days of the intention to terminate the Agreement.
6.2 Either Party may terminate this Agreement, effective upon written notice to the other Party (the "Defaulting Party"), if the Defaulting Party: (a) materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within thirty (30) days after receipt of written notice of such breach (or ten (10) days after receipt of written notice if the material breach is related to non-payments of Fees owed to JGT); (b) becomes insolvent or admits its inability to pay its debts generally as they become due; (c) becomes subject, voluntarily or involuntarily, to any proceeding under any bankruptcy or insolvency law, which is not fully stayed within seven (7) business days or is not dismissed or vacated within forty-five (45) days after filing; (d) is dissolved or liquidated or takes any corporate action for such purpose; (e) makes a general assignment for the benefit of creditors; or (f) has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or to sell any material portion of its property or business.
7. Independent Contractor. The relationship between the Parties is that of independent contractors. JGT shall be solely responsible for supervising, controlling and directing the details and manner of the completion of the Services. Nothing in this Agreement shall give the User and/or Organization the right to instruct, supervise, control, or direct the methods, details, and manner of the completion of the Services. Except as set forth in the succeeding sentence, nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever. Notwithstanding the foregoing sentence, JGT may act as a limited agent of the User and/or Organization only to the extent necessary to prepare and submit all required documentation and information to government agencies and other third parties that oversee vehicle registration and titling duties.
8. Limited Warranty.
8.1 JGT warrants that it shall perform the Services in a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services. JGT makes no warranties except for the foregoing sentence and disclaims all other warranties, whether express or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose.
8.2 JGT's exclusive liability and Customer's exclusive remedy for breach of the limited warranty set out in Section 8.1 shall be as follows: (i) JGT’s reperformance of the affected Services, at no cost to Customer, until such Services are completed in accordance with JGT’s limited warranty, (ii) a refund to Customer of the specific Service Payment(s) (as defined in Exhibit B) that are specifically associated with the affected Services, and (iii) reimbursement to Customer for any government imposed fees paid by Customer and specifically associated with the affected Services.
8.3 If JGT fails to satisfy its liability under Section 8.2 and such failure lasts for longer than thirty (30) days from the date that Customer initially provided written notice of the breach of the warranty in Section 8.1, Customer may, at its option, terminate the Agreement by serving written notice of termination in accordance with Section 6.2.
9. Limitation of Liability. Except for a breach of Section 11 of this Agreement, in no event shall either Party be liable to the other Party or to any third party for any loss of use, revenue, profit, data or diminution in value, or for any consequential, incidental, indirect, exemplary, special, or punitive damages whether arising out of breach of contract, tort (including negligence), or otherwise, regardless of whether such damage was foreseeable and whether or not either Party had been advised of the possibility of such damages. Furthermore, in no event shall JGT’s aggregate liability arising out of or related to this Agreement, whether arising out of or related to breach of contract, tort (including negligence), or otherwise, exceed the aggregate amounts paid by Customer to JGT for the six (6) month period immediately preceding the event giving rise to the claim.
10. Force Majeure. No Party shall be liable or responsible to the other Party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond the impacted Party's reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, tornado, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; and (g) telecommunication breakdowns, power outages or shortages. The impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the resolution of the Force Majeure Event. Notwithstanding the foregoing sentences, a Force Majeure Event shall not relieve any obligations of Customer to make payments of Fees to JGT hereunder.
11. Non-Solicitation.
11.1 Because Customer will have access to and will learn about JGT’s employees and independent contractors, and because Customer acknowledges that JGT’s relationship with its employees and independent contractors provides great competitive value and that JGT has invested substantial resources in developing and preserving those relationships, Customer agrees that it will not, during the Term of this Agreement and for an additional one (1) year beginning on the date of termination of this Agreement, solicit, contact, entice away, or attempt to solicit, contact, or entice away the Covered JGT Personnel (as defined below) for purposes of offering employment or contract work by and with Customer, the Dealerships, or any of Customer’s affiliates. “Covered JGT Personnel” shall mean the JGT employees or independent contractors that Customer learns of through the Services provided by JGT, and specifically includes any employees or independent contractors that are placed by JGT at one or more of Customer’s Dealerships.
11.2 Customer acknowledges that it would be difficult to ascertain the losses and replacement costs sustained by a breach of this non-solicitation provision and agrees, in the event of a breach by Customer, that JGT shall be entitled to payment from Customer, as liquidated damages, of an amount equal to one hundred and fifty percent (150%) of the subject Covered JGT Personnel’s annualized cash compensation while employed or retained by JGT. The subject Covered JGT Personnel’s annualized cash compensation will be calculated by: (i) determining the average daily pay during the term of the subject Covered JGT Personnel’s employment or retention by JGT, and (ii) multiplying that average daily pay by 365. Customer acknowledges and agrees that the amount of these liquidated damages is a reasonable estimate of the likely unascertainable damages to JGT and that this liquidated damages provision may be enforced in a court of competent jurisdiction. Payment of such liquidated damages shall be made to JGT by Customer within fifteen (15) days of the hire or retention of the subject Covered JGT Personnel.
12. Confidentiality.
12.1 From time to time during the Term of this Agreement, either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”), certain non-public, proprietary, and confidential information of the Disclosing Party or of third-party (who entrusted the information to Disclosing Party), that, if disclosed in writing or other tangible form is clearly labeled as “confidential,” or if disclosed orally, is identified as confidential when disclosed and within five (5) days thereafter, is summarized in writing and confirmed as confidential (“Confidential Information”). Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party's breach of this Section 12; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party's possession prior to Disclosing Party's disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information. The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s personnel who need to know the Confidential Information to assist the Receiving Party to exercise its rights or perform its obligations under this Agreement.
12.2 If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify the Disclosing Party of such requirements to afford the Disclosing Party the opportunity to seek, at the Disclosing Party’s sole cost and expense, a protective order or other remedy.
12.3 Data Collection and Use: JGT acknowledges the importance of privacy and data protection. By using the JG Title Suite platform, you acknowledge and agree that JGT may collect and process personal protected data strictly for the purposes of completing the contracted transactions by the User and/or Organization. Personal protected data refers to the information that is necessary and relevant to the title and registration processes for automotive, watercraft, and commercial vehicles.
12.4 Data Sharing: JGT does not share or sell any personal protected data with third parties unless required by law or with the explicit consent of the User or Organization. Personal protected data is treated as confidential information and is used solely for the purpose of providing the requested services.
12.5 Use for Accuracy: Personal information may be used in an anonymized and aggregated manner to improve the accuracy of quoting and/or document requirements. However, no personal data will be used for marketing purposes or shared with outside sources without obtaining explicit consent from the User or Organization.
12.6 Data Retention: JGT will retain personal protected data only for as long as necessary to fulfill the purposes outlined in this Agreement and as required by applicable laws and regulations.
12.7 Refusal of Service: In certain cases, the provision of personal information may be required to complete a transaction. If the necessary personal information is not provided, JGT may refuse to provide the requested services as a result.
12.8 Data Security: JGT implements reasonable and industry-standard measures to safeguard personal protected data from unauthorized access, disclosure, or alteration. However, it is important to note that no method of data transmission or storage over the internet can be guaranteed to be 100% secure. Therefore, while JGT strives to protect personal protected data, it cannot ensure or warrant the absolute security of any information transmitted or stored on the platform.
13. Grants of Rights: JGT holds all intellectual property rights regarding the JG Title Suite platform. By using the platform, Users and Organizations are granted a limited, non-exclusive, non-transferable right to access and use the software solely for the intended purposes outlined in this Agreement. No User or Organization shall have any rights, title, or interest in or to the JG Title Suite platform except for the right to use the software.
13.1 Prohibited Activities: Users and Organizations agree to refrain from engaging in the following activities:
13.2 Sharing Confidential Information: Sharing confidential information, employee information, or data housed within the system or for the system with anyone outside of the User's Organization or relevant parties, without the express consent of JGT.
13.3 Unauthorized Access and Usage: Engaging in unauthorized access, use, or distribution of the JG Title Suite platform, including but not limited to spamming, hacking, distributing malware, or attempting to copy the platform's code.
13.4 Content Standards: Users and Organizations agree to adhere to the following content standards when using the JG Title Suite platform:
13.5 No Offensive, Illegal, or Infringing Content: Users shall not post, transmit, or distribute any content that is offensive, illegal, defamatory, infringing, or violates the rights of any third party.
13.6 No Hate Speech or Abusive Language: Users shall not engage in the use of hate speech, discriminatory language, or abusive language when interacting with the platform or other Users.
13.7 Monitoring and Enforcement: JGT reserves the right to monitor, review, and audit all information entered into the JG Title Suite platform by any User or Organization. If any violations of this Agreement are identified, JGT holds the right to take appropriate actions, including but not limited to:
(a) Warning: Issuing warnings or notifications to Users or Organizations regarding their violations of this Agreement.
(b) Suspension or Termination: Suspending or terminating the access and use of the JG Title Suite platform by the violating User or Organization.
(c) Legal Actions: Taking legal actions or remedies as deemed necessary to enforce this Agreement and protect the rights of JGT.
14. General.
14.1 Each of the Parties hereto shall use commercially reasonable efforts to furnish the other Party such further information or assurances, execute and deliver such additional documents, instruments, and conveyances, and take such other actions and do such other things, as may be reasonably necessary to carry out the provisions of this Agreement and give effect to the transactions contemplated hereby.
14.2 All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be given by either Party to the other Party in writing and by personal delivery, by email, or by mail, registered or certified, postage prepaid with return receipt requested. Notices to JGT shall be to the attention of the JGT Contract Manager. Notices to Customer shall be to the attention of the Customer Contract Manager. Mailed or emailed notices shall be addressed to the Parties at the addresses appearing with the signatures of this Agreement, but each Party may change the addresses by written notice to the other Party. Notices delivered personally will be deemed received as of actual receipt; mailed notices will be deemed received as of two (2) business days after mailing; emailed notices will be deemed received as of the time of transmission unless returned undelivered.
14.3 This Agreement and all matters arising out of or relating to this Agreement are governed by and construed in accordance with the laws of the State of Kansas, without giving effect to any conflict of laws provisions thereof that would result in the application of the laws of a different jurisdiction. Either Party may institute any legal suit, action, or proceeding arising out of or relating to this Agreement in the District Court of Johnson County, Kansas or the United States District Court for the District of Kansas at Kansas City. Each Party hereby irrevocably and unconditionally: (a) consents and submits to the exclusive jurisdiction of the aforementioned courts, and (b) waives any objection to that choice of forum based on venue or to the effect that the forum is not convenient.
14.4 EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT, INCLUDING THE EXHIBITS ATTACHED TO THIS AGREEMENT, IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY OF THE EXHIBITS ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.
14.5 This Agreement, together with the Exhibits which are incorporated and made an integral part hereof, contains the entire understanding of the Parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous written or oral understandings, agreements, representations, and warranties with respect to such subject matter. The Exhibits shall be read and construed in harmony with the terms and conditions of this Agreement. In the event of a direct conflict of terms between the Exhibits and this Agreement, the Exhibits shall control but only to the extent of the direct conflict in terms. The Parties may not amend this Agreement except by written instrument signed by both the JGT Contract Manager and the Customer Contract Manager.
14.6 Should any provision of this Agreement be held by a court of competent jurisdiction to be enforceable only if modified, or if any portion of this Agreement shall be held as unenforceable and thus stricken, that holding shall not affect the validity of the remainder of this Agreement, the balance of which shall continue to be binding on the Parties with any modification to become a part of and treated as though originally set forth in this Agreement.
14.7 No waiver of any right, remedy, power, or privilege under this Agreement (“Right(s)”) is effective unless contained in a writing signed by the contract manager of the Party charged with such waiver. No failure to exercise, or delay in exercising, any Right operates as a waiver thereof. No single or partial exercise of any Right precludes any other or further exercise thereof or the exercise of any other Right. Except as otherwise set forth herein, the Rights under this Agreement are cumulative and are in addition to any other rights and remedies available at law or in equity or otherwise.
14.8 Except as otherwise set forth in this Section 13.8, neither Party may directly or indirectly assign, transfer, or delegate any of or all of its rights or obligations under this Agreement, without the prior written consent of the contract manager of the other Party. Any purported assignment or delegation in violation of this Section shall be null and void. JGT, however, may subcontract the Services. Additionally, either Party may assign this Agreement as part of a change of control, merger (whether or not such Party is the surviving entity), or sale of all or substantially all assets, without the prior written consent of the other Party; provided, that, advance notice is provided to the non-transferring Party of such occurrence. This Agreement is binding upon and inures to the benefit of the Parties and their respective successors and permitted assigns.
14.9 This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
14.10 Sections 3, 6, 7, 8, 9, 10, 11, 12, 13 and Exhibit B of this Agreement, as well as any other provision that, in order to give proper effect to its intent, should survive the expiration or termination of this Agreement, will survive expiration or termination of this Agreement.
14.11 This Agreement may be executed in counterparts and by electronic record of signing into the JGT Platform.
EXHIBIT A
DESCRIPTION OF SERVICES
The Parties agree that JGT shall provide the following Services in accordance with the following terms and conditions:
SERVICES PROVIDED:
• Receive vehicle deals from Customer and the Dealerships (new and pre-owned sales);
• Verify and review all required and relevant paperwork for each vehicle deal;
• File liens as required by applicable State law and lending agreements;
• Handle trade-in titles;
• Call lenders for lien releases;
• Handle customer calls and emails relevant to titling and registration;
• Assist with titling and registration in dealer trade transactions;
• Prepare, review, and/or fix any documents needed to perfect the title paperwork; and
• Any other relevant Title Department duty as reasonably agreed by JGT and Organization.
CERTAIN TERMS AND CONDITIONS:
User and/or Organization are directly responsible for either: (i) collecting all tax and government fee money from its customers, or (ii) providing JGT with clear instructions on how to contact its customers and obtain such funds from its customers.
• The Parties may mutually agree to revisions of this Exhibit A from time to time. Any such revisions to this Exhibit A shall be set forth in an amended Exhibit A signed by both the JGT Contract Manager and Customer Contract Manager.
The Parties agree that JGT is not liable to pay for ANY taxes, fees, or other customer-related charges relating to a dealer or other organization’s request.
EXHIBIT B
FEES FOR SERVICES
In exchange for the Services provided by JGT and no monthly or yearly subscription fee, User and/or Organization shall pay the following to JGT:
$99.00 Service Fee (on all title & registration transactions physically sent to JG Title Company)
AND/OR
$49.00 Duplicate Fee (on all duplicate/dealer/replacement title requests physically sent to J.G. Title Company)
AND/OR
$33.25 Shipping Reimbursement (If J.G. Title Company will incur shipping **rate posted within JGT Suite based on individual transactions)
AND/OR
$25.00 Tech Surcharge (on all transactions physically sent to J.G. Title Company)
AND/OR
$50.00 Late Payment Penalty for Invoices (on all transactions not paid after due date of invoice)
• Organization will also pay all Fees and reimburse all expenses for any work that is requested of JGT and subsequently cancelled after JGT has commenced work and/or expended any sums (such as payments to a DMV or state agency). Organization will also reimburse JGT for any expenses incurred by JGT due to Customer’s failure to follow: (i) any provisions in this Agreement or (ii) any guidance provided by JGT during the rendering of the Services hereunder. If JGT receives any refunds related to any of the foregoing expenses, JGT will likewise refund the amount to Organization. Except as otherwise stated in the preceding sentences, all other expenses of JGT are not reimbursable unless JGT has received written approval from the Customer Contract Manager.
• JGT may amend this Exhibit B from time to time in its discretion, and such amended Exhibit B will prospectively apply to the Agreement on and after the thirtieth (30th) day from the date that JGT provides written notice of the amended Exhibit B to Customer. Upon receipt of an amended Exhibit B, Customer may terminate this Agreement by providing written notice to JGT of such termination within fifteen (15) days after such receipt of the amended Exhibit B. Any such termination by Customer will be effective on the thirtieth (30th) day after Customer’s receipt of the amended Exhibit B.