Dealer Supplemental Terms

  1. Supplemental Terms. These Dealer Supplemental Terms ("Supplemental Terms") apply only to agricultural equipment dealers ("Dealers", "you" or "your"). These Supplemental Terms should be reviewed in conjunction with the Site Terms of Use ("Terms of Use"); which, together with these Supplemental Terms, govern your use of the Site. . "Terms" means the Terms of Use and these Supplemental Terms. Defined terms set out in the Terms of Use have the same meanings in these Supplemental Terms unless otherwise stated. In case of any inconsistency between the Terms of Use and these Supplemental Terms, these Supplemental Terms shall prevail. The Terms constitute a legal contract between you and the owner of the Site, Glacier Farm Media Limited Partnership ("Glacier FarmMedia", "we", "us" or "our"). Please read the Terms in their entirety because your use of the Site, other than to review the Terms, signifies your consent to be legally bound by and to comply with the Terms. If you do not agree with the Terms, you may not access or use the Site.

  2. Dealers. By agreeing to the Terms and/or by using the Site, you represent and warrant to Glacier FarmMedia that (i) you are a Dealer, who has attained the age of majority in the jurisdiction(s) in which you operate, and (ii) you are legally authorized to purchase or sell (as appropriate) all vehicles and equipment that you are offering to purchase or sell through the use of the Site. If you are an employee, agent or other individual agreeing to these terms on behalf of a Dealer, you personally represent and warrant to us that you have full right and authority to bind the Dealer to these Terms, and that these Terms are binding upon and enforceable against the Dealer.

  3. License. In addition to the rights granted under the Terms of Use and subject always to the Terms, Dealer is granted a limited, non-exclusive, non-transferable license to list, offer, advertise and solicit new and used agricultural equipment on the Site in conjunction with Dealer’s commercial activities as a registered agricultural equipment dealer (where applicable). Dealer may also download, copy and post listings from the Site onto Dealer’s own site, but may not copy, post, nor transmit any listings obtained from the Site to any third party sites without Glacier FarmMedia’s prior written consent. Each party grants to the other a limited, non-exclusive, non-transferable right and license to display the granting party’s trademarks on its site, solely for the purpose of exercising its rights or performing its obligations under the Terms. Neither party may use the other party’s trademarks for any other purpose, without the other party’s express prior consent.

  4. Certified Pre-Owned ("CPO") Designation. Dealer shall clearly indicate in all listings for used equipment that it submits to the Site whether the equipment has a CPO designation.

  5. Data Feed. Dealer may establish a data feed to and/or from the Site solely for the purpose of streaming listings between the Site and Dealer’s own site. All data feeds must comply with the technical requirements as advised by Glacier FarmMedia to Dealer from time to time. Please contact your local representative or AgDealer Support at [email protected] to receive a copy of the technical specifications. CNH dealers should refer to the document entitled "NHi Remarketing Portal XML export" outlining the CNH schema, which is available to authorized CNH dealers upon request from CNH or AgDealer.

  6. Management of Listings. Dealer agrees that Glacier FarmMedia has the unrestricted right and license to update, modify and manage listings on the Site, including Dealer listings, and to use, copy, publish, transmit, communicate, post and/or syndicate listings to websites owned or controlled by Glacier FarmMedia and to third party websites, including aggregator websites, at its sole discretion. All listings are subject to the approval of Glacier FarmMedia. Glacier FarmMedia reserves the right to refrain from posting any listings to the Site or any related or third party sites, or from syndicating any listing. Glacier FarmMedia also reserves the right to remove or have removed listings that have been posted or syndicated, for any reason in its sole discretion and without penalty including, without limitation, any listings that are unauthorized, inaccurate, incomplete or illegal, or in the event of a breach of the Terms by Dealer.

  7. Payment. Advertising fees are set out in the current Glacier FarmMedia fee schedule. Please contact your local AgDealer representative (see https://www.agdealer.com/advertise) for an updated rate card. All accounts are payable in Canadian funds. Payment is due net 30 days. Glacier FarmMedia reserves the right to charge 1.5% interest per month (18% per year) on overdue amounts.

  8. Intellectual Property Rights. Subject to the rights and licenses granted herein, all intellectual property rights in the listings posted by Dealer shall remain vested in Dealer. As between the parties, all intellectual property rights in any third party listings obtained by Dealer from the Site shall remain vested in Glacier FarmMedia, and Dealer obtains only a limited license to copy, publish and display the listings on the Dealer’s site. All modifications and enhancements to listing data which are created by Glacier FarmMedia or its affiliates or contractors including, without limitation, the layout and design of all listings posted to the Site, shall be and remain the exclusive property of Glacier FarmMedia.

  9. Confidentiality. Dealer agrees to maintain the confidentiality of all Glacier FarmMedia pricing and other confidential information disclosed to Dealer in connection with this agreement. Further, Dealer agrees that it will not use any confidential information belonging to Glacier FarmMedia or its licensors other than as permitted by the Terms.

  10. Indemnity. Dealer agrees to defend, indemnify and hold Glacier FarmMedia, our affiliates and licensors, and each of our and their respective officers, partners, directors, employees and agents harmless, from and against any and all losses, costs and damages, including those arising in connection with any third party claims, resulting from or related to: (a) Dealer’s breach of the Terms, including the warranties set out above, and the Privacy Policy, (b) Dealer’s access to or use (or misuse) of the Site, or of our or any other party’s listings or other Content; (c) Dealer’s use, submission or transmission of any listings or other Content, (d) Dealer’s use of or reliance upon, or publication, communication or distribution of any materials from any third party source, or (e) Dealer’s violation of any other party’s rights including, without limitation, any intellectual property, privacy or proprietary right, or obligation of confidentiality. Dealer shall use its best efforts to cooperate with us in the defense of any claim made against us. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Dealer.

  11. Disclaimer. The Site serves as a venue to allow dealers and other parties to list, offer, sell and purchase equipment. Glacier FarmMedia is not a dealer, and is not offering, buying or selling equipment. Your communications, transactions and disputes with other users of the Site are solely between you and the other users, and not us, and we will have no liability in connection therewith. Dealer acknowledges that Glacier FarmMedia has no control over the quality, safety or legality of items advertised, or the contents, truth or accuracy of any listings or other information provided by users, and their inclusion does not imply any warranties, representations, endorsements, approvals, verifications or investigations by us. Further, Glacier FarmMedia assumes no responsibility with respect to the ability of sellers to sell items or the ability of buyers to pay for items, and provides no assurance that the Site or any listings will yield any particular result, or that any transactions will be completed.

  12. Limitation of Liability. Under no circumstances will Glacier FarmMedia’s, its affiliates’ and licensors’, and each of our and their respective officers’, partners’, directors’, employees’ and agents’ (collectively, "GFM Parties") total collective liability for all losses, costs and damages of any kind exceed the amount paid by Dealer to Glacier FarmMedia in respect of the listing giving rise to the claim. Under no circumstances will any GFM Party be liable for any indirect, incidental, special, consequential or exemplary damages of any kind, or for any other damages expressly excluded under the Terms of Use.

  13. Termination. In addition to any rights set out in the Terms of Use, Glacier FarmMedia may terminate this agreement at any time upon notice to Dealer, without penalty. Upon the expiration or termination of this agreement, each party shall immediately cease any and all use and access to data feeds provided by the other party. All provisions which by their nature should reasonably be assumed to survive termination or expiry including, without limitation, provisions addressing disclaimers and limitations of liability, confidentiality, intellectual property (other than licenses to use), and indemnities, shall so survive.

  14. Updates. These Supplemental Terms were last updated on May 24, 2018. At any time without notice or liability, and for any reason, we may update, change, suspend or terminate any aspect of the Terms or the Site. Please consult the Terms each time that you use the Site. Your continued use of the Site for 15 days or more following the posting of changes to the Terms will mean that you accept and agree to those changes.