Global Terms and Conditions for JATO Retail Subscription Services
General Construction:
Parties. The Contract is made between JATO and the Customer, as identified in the Sales Order Form.
Sales Order Form. The Subscription Services are identified in the Sales Order Form, issued by JATO. The Sales Order Form incorporates these terms and conditions.
Terms and Conditions. These terms and conditions set out the terms on which JATO provides the Subscription Services and Customer can use them. If a word starts with a capital letter in these terms, its definition can be found in clause 15.
Subscription Services. The Customer must use the Subscription Services only for the purposes and in line with the limits set out in the Contract.
Order of Precedence: If there is a difference between any of the documents that make up the Agreement: (i) these terms and conditions override all the other documents (except for the Commercial Terms, and where the Sales Order Form expressly changes a term in these terms and conditions); and (ii) the Service Level Agreement (if any) overrides the Sales Order Form; in each case to the extent of that difference only.
Terms and Conditions
Click on the links below to see terms of interest.
- Basis of Contract
- Subscription Services
- Right to use
- Restrictions on use
- Customer’s obligations
- Security and audit
- Intellectual Property
- Terms that apply only to VINView and VINView Pro
- Fees and payment
- Confidentiality
- Warranty, indemnity and limitation of liability
- Term and termination
- General
- Governing law and jurisdiction
- Definitions and interpretation
When the Customer signs the Sales Order Form or the Subscription Services start, whichever happens first, the Customer is agreeing to the Contract.
Type of Data Which May Be Processed | VIN and/or license plate data |
Categories of Data Subjects to Which Data Relates | Whoever the VIN and/or license plate data could identify (including past owners and employees of manufacturer or dealers). |
Nature and Purpose of Data Processing Activities | Customer acting as controller will share the VIN and/or license plate with JATO (acting as processor) to enable it and/or its sub-processors (including the Third Party Providers) to provide VIN and/or license plate decoding data back to the Customer. |
Duration of Processing | During supply of the Subscription Term and to comply with post-termination obligations. |
11.14. Subject to clauses 11.12, 11.13 and 11.15, each party's total aggregate liability to the other in connection with a claim or a series of connected claims arising out of the performance or contemplated performance of the Contract, whether in contract, tort (including negligence) or otherwise, will be limited to an amount equal to the Subscription Price paid or payable in the Initial Subscription Term or the Renewal Term (as applicable) during which the cause of action first arose.
Defined Term | Meaning |
---|---|
Affiliate | in respect of either party, any company Controlling, Controlled by or in common Control with the party. |
AI | any system or technology, including ChatGPT, Google Bard, Grok, Deepseek or Microsoft Copilot, that can analyse large amounts of data and use analogical matching, machine, or reinforcement learning, and decision-making without human intervention. |
AI Generated Content | content (including marketing content and vehicle descriptions) generated by Users using AI tools made available by JATO either as part of the Subscription Services or via a link from the Subscription Services. |
Applicable Law | the laws and regulations that apply to each party, including those in the country where they operate or are incorporated, as well as any laws or regulations from third-party countries that are applicable to them. If a law or regulation from the Customer's jurisdiction applies to JATO, the Customer must inform JATO in writing of that law in advance so that JATO can comply with it. |
Business Day | any day other than Saturday or Sunday or a public holiday in the country of the party receiving notice under the Contract. |
Call Volume |
the quota of calls to a Subscription Service permitted by Users, for the period indicated, as both are specified in the Sales Order Form. |
Commercial Terms | the additional terms (including limits on the use of the Subscription Services if any) set out in the section headed “Commercial Terms” in the Sales Order Form. |
Commissioner | the applicable regulator in the relevant country , which, for example in the UK, is the Information Commissioner (see Article 4(A3), UK GDPR and section 114, Data Protection Act 2018). |
Confidential Information | all information disclosed by a party or its Representatives (disclosing party) to the other party and that party’s Representatives (receiving party), which is marked as confidential or should reasonably be considered as confidential because of its nature or manner of disclosure, including the terms of the Contract, all documentation provided by JATO, as well as specifications for the Subscription Services. |
Consumer Price Index | the consumer price index calculated by the Office of National Statistics in the UK. |
Contract | the agreement entered into by JATO and the Customer, made up of the Sales Order Form , the Service Level Agreement (if any) and these Terms and Conditions. |
Control | the ability to direct the affairs of a party whether by ownership of shares, contract, management control or otherwise and the expression change of Control will be interpreted in the same way. |
Country | the country in respect of which the Customer has bought rights to access Data, as specified in the Sales Order Form or as added under clause 9.6. |
Customer | the entity identified as the ‘Customer’ in the Sales Order Form. |
Customer Information | data which Users ingest into the Subscription Services in order to make use of features or functionality of those Subscription Services and the results produced from their use. |
Customer Portal | the public facing websites hosted on a domain owned or operated by the Customer or its Dealers through which the Dealers promote and sell vehicles. |
Data | individual extracts of data from a Database. |
Data Points | the characteristics of a Database including Country. |
Database | JATO and its licensors’ proprietary database of automotive data from which the Data is retrieved in response to calls made to the relevant Subscription Service, together with the Updates. |
Data Protection Law |
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Dealers | the Customer’s franchised dealers of automotive vehicles. |
Elements | has the meaning given to it in clause 9.5. |
EU GDPR | the General Data Protection Regulation ((EU) 2016/679). |
Initial Subscription End Date | the end date of the Initial Subscription Term, as specified in the Sales Order Form. |
Initial Subscription Start Date | the start date of the Initial Subscription Term, as specified in the Sales Order Form. |
Initial Subscription Term | the period between the Initial Subscription Start Date and the Initial Subscription End Date. |
Intellectual Property Rights or IPR | all intellectual property rights wherever in the world arising, whether registered or unregistered (and including any application for them), including copyright, know-how, confidential information, trade secrets, business names, domain names, trademarks, service marks, trade names, patents, design rights, database rights and all rights in the nature of unfair competition rights or rights to sue for passing off. |
IPR Claim | has the meaning given to it in clause 11.5. |
JATO | the JATO Dynamics entity identified in the Sales Order Form. |
Permitted Recipient | consumer visitors to the Customer Portal that are permitted under clause 3.2 to access and view the Data as part of the User Content. |
Permitted Use | the use JATO permits of the Subscription Services or Data (as relevant), as described in clause 3.2. |
Prohibited Data Analysis | activities described in clause 4.1.12 and 4.1.13, including web scraping, data mining, training, or disclosure to AI systems or models. |
Renewal Term | has the meaning given to it in clause 12.1.2. |
Representatives | a party’s employees, officers, advisors. |
Sales Order Form | the Sales Order Form issued by JATO once signed on behalf of JATO and the Customer. |
Security Feature | any key, PIN, password or token, which has to be used in order to gain access to the Subscription Services. |
Service Level Agreement (SLA) | JATO’s service level agreement for the Subscription Service as specified in the Commercial Terms (if any), as it may be amended by JATO from time to time. |
Start Date | has the meaning given to it in clause 12.1. |
Subscription Price | in respect of the Initial Subscription Term, the price for the Subscription Services as set out in the Sales Order Form and in respect of a Renewal Term, the price for the Subscription Services updated in accordance with clause 9.9, as each may be amended from time to time in line with clause 9.6. |
Subscription Services | the online services specified in the Sales Order Form. |
Subscription Term | has the meaning given to it in clause 12.1. |
Third Party Data | all data included in the Database underlying VinView or VinView Pro that is licensed to JATO by a Third Party Provider. |
Third Party Provider | a third party that licenses data to JATO in connection with VinView or VinView Pro. |
UK GDPR | has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018. |
Update | regular updates to the Databases containing updated or new material relating to the same subject matter. |
Users | the Customer’s employees and employees of the Dealers, that are authorised by the Customer to use the Subscription Services. |
User Content | content produced by Users for publication on the Customer Portal, which includes Data. |
VinView or VInView Pro | the VIN matching and registration plate matching Subscription Services which identify a vehicle and retrieve Data in respect of the requested VIN or registration plate. |
