Headstart VMS

Welcome to Headstart VMS! This Web site (www.headstartvms.com) or application, as applicable and as the context requires (individually and collectively, this “Site”) is provided, and owned, by Headstart VMS, LLC and its affiliates (collectively “Headstart VMS,” “we” or “us”). Your use of this Site is governed by and subject to these terms and conditions of use (this “Agreement”). Please read this Agreement carefully and thoroughly. By accessing and using this Site, you agree that you have read and understand this Agreement, and that you accept and agree to be bound by the terms and conditions set forth in this Agreement. If you do not agree to the terms and conditions of this Agreement, please do not continue to access and use this Site.

This Agreement and the Site may be updated by Headstart VMS from time to time, in its sole discretion, and this Agreement may be amended to incorporate additional terms specific to certain additional Headstart VMS products or services, which you choose to purchase or license. All such updates and changes are effective immediately upon notice thereof, which we may give by any means, including, but not limited to, posting a revised version of this Agreement or other notice on this Site. You should view this Agreement often to stay informed of changes that may affect you, as your continued use of this Site signifies your continuing consent to be bound by the terms of this Agreement. We expressly reserve the right to make any changes to this Agreement, or to the Site and its contents, at any time without prior notice to you.

In this Agreement, “you” refers to an individual or Company/Dealer accessing this Site, regardless of any particular Headstart VMS products or services purchased or licensed. To the extent applicable, “you” also includes the corporation or other legal entity (your “Company” or “Dealer”), if any, on whose behalf you are accessing this Site. Though registration is not required to access and use certain features and materials that we make available on the Site, you must register with Headstart VMS as a subscriber in order to take advantage of the features and benefits of Headstart VMS, the vehicle management system (as described below). You agree that all information that you provide to Headstart VMS in connection with your access to and use of the Site, including, but not limited to, all information that you may provide in the Headstart VMS subscriber registration process, is true, accurate and complete, and that you will maintain and routinely update such information to keep it true, accurate and complete at all times. We reserve the right to terminate this Agreement and to refuse, restrict or discontinue service or access to the Site, or any portion or features of this Site, to you or any other person or entity, for any reason or for no reason whatsoever, at any time, and without notice or liability, including, but not limited to, termination of your use of the Site and your Headstart VMS Product License (as described below), in the event that any information provided by you in the basic registration or Headstart VMS subscriber registration process is, at such time or at any time thereafter, untrue, inaccurate or incomplete or if you otherwise fail to comply with the terms and conditions of this Agreement or any license, purchase order or other agreement that you have with us. Access to the Site or to portions thereof, including its products or services, may be occasionally interrupted to perform changes or necessary maintenance; or for certain types of “force majeure” events (i.e., “acts of God”, weather calamities, riots, wars, internet connectivity issues, etc.) beyond the reasonable control of Headstart VMS for which Headstart VMS shall have no liability.

Information that you provide or that we collect about you and your Company through your access to and use of this Site or any of its products and services is subject to our Privacy Policy, the terms of which are hereby incorporated into this Agreement by reference. We encourage you to read and become familiar with our privacy practices. To review our Privacy Policy, please click here.

Headstart VMS takes commercially reasonable measures to secure and protect information transmitted to and from the Site, however we cannot and do not guarantee that any such communications or any electronic commerce conducted on or through the Site is or will be totally secure. You are responsible for maintaining the confidentiality of your personally identifying information and of any login user name or ID (your “User ID”) and any password that may be selected by, or assigned to you, by Headstart VMS, and you are fully responsible for all access and any activity that occurs through use of your User ID or password. You agree to immediately notify Headstart VMS of any unauthorized use of your User ID or password or any other breach of Site security of which you become aware. Headstart VMS cannot and will not be liable for any loss or damage arising from any unauthorized access or use of your personally identifying information, your User ID or password.

Headstart VMS respects the intellectual property rights of others and expects you to do the same. Headstart VMS has expended substantial time, effort and funds to create the Site and to create, collect and provide the materials, products and services that are available through the Site. You understand and agree that Headstart VMS owns (or where required, appropriate or applicable, has been licensed by third parties to use) all right, title and interest in and to the Site and the products and services made available on or through the Site, and all information, text, data, databases, graphics, images, sound recordings, audio and visual clips, logos, software, and other content contained therein, and the collection, design, selection and arrangement thereof (collectively, the “Content”). You acknowledge that the Content contains valuable proprietary information that is protected by applicable intellectual property and other proprietary rights and laws of the United States and other countries, and that you acquire no ownership interest by accessing and using the Site and the Content. Such intellectual property and proprietary rights include, but are not limited to, various patents, copyrights, trademarks and service marks, registered trademarks and service marks, trade dress protection, trade secrets, know-how, and related goodwill, and all such rights are and shall remain the property of Headstart VMS and, if applicable, its licensors. Headstart VMS ® is a registered trademark of Headstart VMS, LLC.  All contents of this website are: Copyright 2020 Headstart VMS, LLC.

Subject to the more narrow limited license granted below with respect to Headstart VMS grants you a limited license to access and make use of this Site and the Content for legitimate purposes. By accessing this Web site, you agree that you will not use any automated mechanism, such as web robots, crawlers or spiders to access, query or otherwise collect information or scrape data from the Site, and will not use any device or routine that would interfere with the proper working of the Site. Unless otherwise permitted by Headstart VMS, any alteration, modification, reproduction, redistribution, retransmission, redisplay or other use of any Content in any other manner or for any other purpose constitutes an infringement of Headstart VMS’s intellectual property and other proprietary rights. You may not reproduce, perform, create derivative works from, republish, upload, post, retransmit, or redistribute in any way whatsoever any Content from this Site, or any other Web site owned or operated by Headstart VMS, without the prior written permission of Headstart VMS. Use of the Content or any portion thereof on any other Web site is expressly prohibited without prior written permission from Headstart VMS. You shall not remove or modify any copyright notice or trademark legend, author attribution or other notice placed on or contained within the Content.

1. Product Description. HeadStartVMS give you the ability to buy vehicles while simultaneously entering them into the system. You can order parts, arrange transport, and schedule recon before the vehicle gets to your lot. HeadStartVMS tracks every expenditure, location of vehicle, and even title workflow. Selling, transporting, and collecting funds is as easy as it’s ever been!.

Headstart VMS has registered a designated agent with the United States Copyright Office pursuant to the Digital Millennium Copyright Act (17 U.S.C. § 512(c)) and if you believe that your copyrighted material is being used on this Site without required permission, please notify Headstart VMS’s designated agent at: 1373 Lancaster Road, Manheim, Pa 17545, Attn: James R Sibel, Copyright Agent.

By submitting information and material to the Site or to Headstart VMS, whether by e-mail, telephone or other mode of communication, or through access to and use of the Site or the Content, including but not limited to access to and use of Appraiser, you thereby expressly grant Headstart VMS a royalty-free, perpetual, irrevocable, non-exclusive right and license to use, make and have made, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and to incorporate it in other works in any form, media or technology now known or hereafter developed, subject to our Privacy Policy, as set forth on this Site.

You access and use the Site and the materials, products and services available on or through the Site or Headstart VMS at your own initiative and risk. In connection with your access to and use of the Site, you are responsible for compliance with all applicable laws, regulations and policies of all relevant jurisdictions. You agree to comply with all applicable local rules regarding online acceptable conduct and acceptable content.

For your convenience, certain hyperlinks may be provided on the Site which link to other Web sites that are not under the control of Headstart VMS. Headstart VMS does not sponsor or endorse such Web sites and is not responsible for the accuracy, content or any aspect thereof. Headstart VMS disclaims all liability for such Web sites, and for any use of the links to such Web sites or use of such Web sites themselves. Headstart VMS also disclaims all liability and makes no representations or warranties for any products or services made available, sold or provided to you by any third party. Your use of other Web sites, and the offer or purchase of products or services on or through such other Web sites, is subject to the terms and conditions thereof. You agree that you will bring no suit or claim against Headstart VMS arising from or based on your use of, or the offer or purchase of products or services on or through, such other Web sites. Links do not imply that Headstart VMS is affiliated or associated with, or is legally authorized to use any trademark, tradename, logo or copyright symbol displayed in connection with or accessible through such links, or that any linked site is authorized to use any trademark, trade name, logo or copyright symbol of Headstart VMS or any of its affiliates.

Although Headstart VMS strives to make this Site and the materials, products and services provided through this Site helpful, reliable and current, you understand that your access to and use of the Site and all materials, products and services available through it and Headstart VMS are at your own initiative and risk, and you assume total responsibility for such use. It is your responsibility to take precautions to ensure that any information, materials, software or data that you access, use, download or otherwise obtain on or through the Site and Headstart VMS are: (i) up-to-date, accurate, complete, reliable, and suitable to and appropriate for the purpose for which you, or your Company, may desire to use them; and (ii) free of viruses and other destructive routines. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, ALL MATERIALS, PRODUCTS AND SERVICES AVAILABLE ON OR THROUGH THIS SITE AND THROUGH HEADSTART VMS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY WARRANTIES OR GUARANTIES WHATSOEVER, WHETHER EXPRESS OR IMPLIED. HEADSTART VMS DISCLAIMS ALL WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, HEADSTART VMS DOES NOT REPRESENT, WARRANT OR COVENANT THAT THIS SITE AND THE MATERIALS, PRODUCTS AND SERVICES AVAILABLE ON OR THROUGH THIS SITE AND THROUGH HEADSTART VMS ARE OR WILL BE ACCURATE, CURRENT, COMPLETE, RELIABLE, APPROPRIATE FOR ANY PARTICULAR USE TO WHICH YOU, OR YOUR COMPANY, MAY CHOOSE TO PUT THEM, OR THAT THEY ARE OR WILL BE AVAILABLE ON AN UNINTERRUPTED AND ERROR-FREE BASIS, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE AND THE MATERIALS, PRODUCTS AND SERVICES AVAILABLE ON OR THROUGH THIS SITE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. HEADSTART VMS MAKES NO WARRANTY OR GUARANTY OF THE MATERIALS, PRODUCTS OR SERVICES OF ANY LINKED SITE.

NEITHER HEADSTART VMS, ITS AFFILIATES OR SUBSIDIARIES, BUSINESS PARTNERS AND ASSOCIATES, CONTRACTORS, SUPPLIERS, CO-BRANDERS AND OTHER SIMILAR ENTITIES, NOR THE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AGENTS OF ANY OF THE FOREGOING (ALL SUCH INDIVIDUALS AND ENTITIES, INCLUDING HEADSTART VMS, AS LISTED HERETOFORE IN THIS SENTENCE, COLLECTIVELY, THE “HEADSTART VMS ASSOCIATES”), SHALL BE LIABLE TO YOU, YOUR COMPANY, OR ANY THIRD PARTY FOR ANY LOSS, COST, DAMAGE OR OTHER INJURY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH: (A) YOUR USE, NEGLIGENT USE OR NON-USE, OR YOUR RELIANCE ON OR FAILURE TO RELY ON THE SITE, THE CONTENT, AND THE MATERIALS, PRODUCTS AND SERVICES ACCESSIBLE, ACCESSED OR USED ON OR THROUGH THE SITE OR HEADSTART VMS; (B) ANY DECISIONS MADE OR NOT MADE, OR ACTIONS TAKEN OR NOT TAKEN BY YOU, YOUR COMPANY, OR ANY THIRD PARTY WITH REGARD TO, IN RELIANCE ON, OR AS A RESULT OF, ACCESS AND USE OF THE SITE, THE CONTENT, AND THE MATERIALS, PRODUCTS AND SERVICES AVAILABLE ON OR THROUGH THE SITE OR HEADSTART VMS; (C) HEADSTART VMS’S PERFORMANCE OF OR FAILURE TO PERFORM ITS OBLIGATIONS UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR (D) YOUR PURCHASE AND USE OF ANY GOODS OR SERVICES PROVIDED BY THIRD PARTIES THROUGH HEADSTART VMS OR ITS WEBSITE, OR BY THIRD-PARTY WEBSITE LINKS TO AND FROM THIS WEBISTE. UNDER NO CIRCUMSTANCES SHALL THE HEADSTART VMS ASSOCIATES BE LIABLE TO YOU, YOUR COMPANY OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL OR SIMILAR DAMAGES OR COSTS (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR DATA, LOSS OF GOODWILL, LOSS OR DAMAGE TO PROPERTY, LOSS OF USE, BUSINESS INTERUPTION AND CLAIMS OF THIRD PARTIES) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE USE, NEGLIGENT USE OR NON-USE OF MATERIALS, PRODUCTS AND SERVICES AVAILABLE ON OR THROUGH THE SITE OR HEADSTART VMS, THE USE, COPYING OR DISPLAY OF THIS SITE OR THE CONTENT, TRANSMISSION OF INFORMATION TO OR FROM THE SITE OVER THE INTERNET, EVEN IF THE APPLICABLE HEADSTART VMS ASSOCIATE WAS ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS. IN RECOGNITION OF THIS LIMITATION OF LIABILITY, YOU HEREBY WAIVE ANY AND ALL CLAIMS ASSOCIATED WITH YOUR USE OF THE MATERIALS, PRODUCTS AND SERVICES AVAILABLE ON OR THROUGH THIS SITE, HEADSTART VMS OR ANY THIRD PARTY WEBSITE LINKED TO OR FROM THIS SITE. IN A JURISDICTION THAT DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN DAMAGES, THE LIABILITY OF THE HEADSTART VMS ASSOCIATES SHALL BE LIMITED IN ACCORDANCE WITH THIS AGREEMENT TO THE FULLEST EXTENT PERMITTED BY LAW. WITHOUT LIMITING ANY OF THE FOREGOING, IF ANY OF THE HEADSTART VMS ASSOCIATES ARE FOUND LIABLE TO YOU OR ANY THIRD PARTY AS A RESULT OF ANY CLAIMS OR OTHER MATTERS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE HEADSTART VMS ASSOCIATES’ COLLECTIVE, AGGREGATE AND MAXIMUM LIABILITY FOR ALL SUCH CLAIMS AND OTHER MATTERS IN ANY CALENDAR YEAR SHALL NOT EXCEED THE HIGHER OF US $100.00 OR THE TOTAL LICENSE FEES PAYABLE BY DEALER FOR THE USE OF THE APPRAISER PRODUCT IN SUCH CALENDAR YEAR, AND YOU SHOULD DISCONTINUE USE OF THE HEADSTART VMS WEBSITE AND THE PRODUCTS AND SERVICES PROVIDED THROUGH THIS WEBSITE.

You agree to indemnify, defend and hold all of the Headstart VMS Associates harmless from and against all claims, demands, suits or other proceedings (“Claims”), and all resulting loss, damage, liability, cost and expense (including reasonable attorneys’ fees), made by any third party due to or arising out of content, data or information you submit, post to or transmit through the Site, your access to and use, negligent use or non-use of the Content, the Site and other materials, products and services available on or through the Site or Headstart VMS, your violation of this Agreement or your violation of any rights of another. You agree to notify us within seven (7) days of the filing of any Claim, and we reserve, and you grant to us, the right to participate in or assume exclusive defense and control of any matter subject to indemnification by you. All rights and duties of indemnification set forth herein shall survive termination of this Agreement.

You and Headstart VMS are independent parties, and this Agreement is not to be construed to create a partnership, joint venture, agency or employment relationship. This Agreement and the Headstart VMS Privacy Policy referenced herein (as each may be revised and amended from time to time according to their respective terms, in Headstart VMS’s sole discretion), together with any applicable licenses or services agreements between you or your Company and Headstart VMS and/or our business partners and associates, co-branders and other similar entities collectively constitute the entire agreement with respect to your access to and use of the Site and the materials, products and services available on or through the Site or Headstart VMS. Our electronically or otherwise properly stored copy of this Agreement shall be deemed to be the true, complete, valid, authentic and enforceable copy of this Agreement and you agree that you shall not contest the admissibility or enforceability of Headstart VMS’s copy of this Agreement in a court in connection with any proceeding arising out of this Agreement. Headstart VMS may assign its rights and duties under this Agreement at any time to any party without notice. You may not assign this Agreement without the prior written consent of Headstart VMS. This Agreement shall be binding on and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Should any provision of this Agreement be held to be void, invalid, unenforceable or illegal by a proper legal authority, the validity and enforceability of the other provisions shall not be affected, and the invalid or unenforceable term shall be replaced with a valid provision that best embodies the intent of this Terms of Use so that the Terms of Use shall remain in full force and effect. Headstart VMS’s failure to insist on or enforce strict performance of these Terms of Use shall not be construed as a waiver by Headstart VMS of any provision or any right it has to enforce these Terms of Use, nor shall any course of conduct between Headstart VMS and you or any other party be deemed to modify any provision of these Terms of Use.  These Terms of Use shall not be interpreted or construed to confer any rights or remedies on any third party. Each provision of this Agreement which by each nature or terms survive any termination or expiration of this Agreement, including but not limited to terms relating to Disclaimer, Limitation of Liability and Dealer Indemnification, shall survive any expiration or termination of this Agreement, regardless of the cause thereof.  Headstart VMS may provide any required notices to you by email, regular mail, postings on the Headstart VMS website, or by any other customary and reasonable means.

When you visit the Site, or send email to us, you are communicating with us electronically. You consent to receive communications from us electronically and agree that we may communicate with you by phone, email or by posting notices on the Site.

This Agreement and any transactions consummated thereunder shall be governed by and construed under the laws of the United States and of the State of Delaware, without regard to conflicts of law principles or rules thereof, and you agree to the venue in the courts within the State of Delaware. Any legal action arising out of or related to this Agreement and your access to and use of this Site and/or its products or services must be commenced within one year after the cause of action arises. YOU AGREE AND UNDERSTAND THAT HEADSTART VMS AND YOU EACH WAIVE YOUR RESPECTIVE RIGHT TO A TRIAL BY JURY. Headstart VMS and you each agree to use your best efforts to settle any dispute or claim arising out of, or relating to, any matters related to interpretation, construction or enforcement, or otherwise in connection with this Agreement, the Headstart VMS Privacy Policy referenced herein, or otherwise related to or in connection with your access to and use of this Site and the materials, products and services available on or through this Site or Headstart VMS. If Headstart VMS and you cannot reach a written settlement agreement within thirty (30) days of the raising of the controversy or claim, Headstart VMS and you shall submit any controversy or claim arising out of, or relating to, this Agreement to binding arbitration in the State of Delaware as set forth below.

Headstart VMS and you agree that this “Arbitration” section, shall be construed and interpreted under the Federal Arbitration Act, 9 U.S.C. Section 1, et. seq. Headstart VMS and you agree that any and all Claims (defined below) shall be submitted to final and binding Arbitration before the American Arbitration Association (“AAA”) in accordance with the AAA Commercial Arbitration Rules (www.adr.org/commercial) (“AAA Rules”). Judgment may be entered on the arbitration award by a court of competent jurisdiction. You and Headstart VMS agree that Claims submitted to arbitration shall be decided in a single arbitration before a single arbitrator who must be on the AAA National Roster of Commercial Arbitrators and selected in accordance with the AAA Rules. The arbitrator shall have the authority to award the same damages, including reasonable attorney’s fees, and all other relief that a court can award. You acknowledge and agree that you voluntarily and knowingly entered into this Agreement, and chose to use the Site and the services offered by it rather than companies that offer similar services and who may not have an arbitration agreement.

HEADSTART VMS AND YOU AGREE THAT ANY DISPUTES, CLAIMS AND/OR CAUSES OF ACTION ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT OR YOUR ACCESS TO AND USE OF THE SITE AND/OR ITS PRODUCTS OR SERVICES (“CLAIMS”) MAY ONLY BE BROUGHT IN AN INDIVIDUAL CAPACITY AND IN THE NAME OF AN INDIVIDUAL PERSON OR ENTITY AND THAT CLAIMS MUST PROCEED ON AN INDIVIDUAL AND NON-CLASS AND NON-REPRESENTATIVE BASIS. HEADSTART VMS AND YOU AGREE THAT CLAIMS OF TWO OR MORE PERSONS MAY NOT BE JOINED OR CONSOLIDATED IN THE SAME CLAIM UNLESS ARISING FROM THE SAME TRANSACTION. FURTHERMORE, HEADSTART VMS AND YOU AGREE THAT NEITHER YOU NOR HEADSTART VMS MAY PURSUE THE CLAIMS IN ARBITRATION AS A CLASS OR COLLECTIVE ACTION, AS A PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE ACTION. CLAIMS MAY NOT BE PURSUED IN ANY COURT OTHER THAN TO ENFORCE THE ARBITRATOR’S AWARD. THE ARBITRATOR SHALL HAVE THE AUTHORITY TO AWARD RELIEF ONLY ON AN INDIVIDUAL AND NON-CLASS AND NON-REPRESENTATIVE BASIS.

Although this Site is intended for users in the United States, the Site can be accessed from countries around the world. Headstart VMS makes no representation that the Site, or the services and products available through it, are appropriate or available for use at other locations outside the United States, and access to the Site from territories where the Site or any of its services or products are illegal is prohibited. The export and re-export of software products are controlled by the United States Export Administration Regulations, and such software may not be exported or re-exported to certain designated countries, or any country to which the United States embargoes goods. In addition, Headstart VMS software may not be distributed to certain designated persons on the Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals.