Date
> GM Dealer IT > Home > Terms of Use
Terms of Use
OVERVIEW: Approval of the service's scope, specifications conditions and prices are satisfactory and hereby accepted upon signature on the order. Approval of the order gives GMDIT the verification to begin services. Quote may not include all state or federal applicable taxes.

CUSTOMER COMMITMENTS:
  • Access to Customer’s Computer Systems: Client shall provide specific and detailed information concerning, and reasonable access to, Customer’s computer systems, documentation, and networks as needed to perform and deliver the Services.
  • Full Cooperation: Client shall provide all information, access and full, good faith cooperation reasonably necessary to deliver and provide the Services. In the event Client fails to comply with the foregoing, GMDIT shall be relieved of its obligations hereunder to the extent such obligations are dependent on Client’s performance of its obligations. In such an event, Client’s payment obligations are still in full force and effect.
In the event breach of these (above) commitments prevents the installation of Services and over 30 days has elapsed since contract sign date; billing for such services will commence on that day.

TERM: The term of this Agreement commences on the install date of service and continues for the stated term on this Service Order (the "Initial Term"). The term of this Agreement shall continue thereafter for one-year renewal terms (the initial term and each renewal term, a "Term") unless either party, at least thirty (30) days prior to the end of the then-current Term, notifies the other party that this Agreement shall expire at the end of such Term. Service termination must be submitted via signed hard copy communication to GMDIT (3155 Dallavo Ct. Commerce MI, 48390) 30 days prior to contract end date.

LIVE TECH SUPPORT:
Phone: 866-526-8333 - Option #1
Hours of operation: 8:30am - 7:30pm est.
Monday through Friday
(Holidays are currently not supported)

PRICING CHANGES: GMDIT reserves the right to change the pricing for the Services at the end of the initial Term and each renewal Term. Any such price changes shall be in writing, and in order for any renewal Term under such new pricing to be effective, GMDIT shall receive a purchase order from Client or an executed new Exhibit outlining new pricing.

AUTOMATIC TERMINATION: GMDIT shall have the right to terminate this Agreement, effective immediately and without any requirement of notice, in the event that Client:
  1. Ceases to function as a going concern;
  2. Becomes insolvent or is unable to pay its debts as they become due, or generally admits in writing its inability to pay its debts as they become due;
  3. Has a receiver, trustee or similar officer, appointed for its business or property; or
  4. Involuntarily has any reorganization, insolvency, readjustment of debt, dissolution, or liquidation law or statute, or any other similar proceedings instituted against it.
  5. Has Franchise or primary business letter of agency revoked or suspended.
  6. Undergoes a change in ownership
PAYMENT IN THE EVENT OF EARLY TERMINATION: In the event of any early termination of this Service Contract by Client, Client agrees to pay, the entire balance of the then current term and any expenses incurred in accordance with disconnection and retrieval of rented hardware as applicable. Client’s obligation to pay for the entire balance of the term of the Service is absolute and unconditional and is not subject to reduction or setoff.

WARRANTY: Service is provided with no warranty, expressed or implied, for the services provided. This no warranty expressly includes any reimbursement for losses of income due to disruption of service by GMDIT beyond the fees paid by Client to GMDIT for Services. No credits will be issued exceeding what has been billed and received by GMDIT.

FORCE MAJEURE: Neither party shall be liable for any default or delay in performance of its obligations hereunder (excluding any obligation to make timely payments as provided hereunder) to the extent the same is attributable to events beyond the reasonable control of such party, including, without limitation, acts of God, acts of public enemies, civil commotions, embargoes, epidemics, quarantine restrictions, floods, fires, earthquakes, unusually severe weather conditions, strikes, labor disputes, accidents, mechanical breakdowns and governmental actions.

ADDITIONAL TERMS AND CONDITIONS:
  1. Services: During the Term of this Agreement GMDIT shall provide to Client Managed Network and Security Services which may include but not limited to: (i) Onsite time to initiate service; and (ii) Network and information security consultation and implementation (iii) Network transport and/or internet access services.
  2. Hardware: If GMDIT provides Client with the use of any Hardware for use while receiving the Services, Client shall return such hardware to GMDIT upon the expiration or termination of this Agreement. If such Hardware is not returned, Client will be liable for its replacement costs and will be invoiced accordingly.
  3. Prices: Sales to Client are made at the prices in effect at the time of order, unless delivery or installation is specifically delayed by Client.
  4. Sales and Similar Taxes: Except as otherwise agreed to by GMDIT in writing, GMDIT's prices do not include sales, use, excise, or similar taxes. Consequently, in addition to the prices specified, the amount of any present or future sales, use, excise or other similar tax applicable to the sale of the Services hereunder shall be added to the invoice by GMDIT and paid by Client or, in lieu thereof, Client shall furnish GMDIT with such tax exemption certificate(s) as the taxing authorities may require.
  5. Errors: Stenographic and/or clerical errors may occur from time to time in the price schedules, program bulletins and announcements, order paperwork, and other documents developed and distributed by GMDIT in connection with the marketing of Services. All such errors are subject to correction by GMDIT.
  6. Security Interest: The Buyer hereby grants Seller a security interest in all equipment ordered or delivered, until such time as Buyer shall execute and deliver any financing statements or other documents as may be requested by Seller in order for Seller to establish and maintain a perfected security interest in the equipment.
  7. Terms of Payment: I agree that Seller will bill my GM Dealer Open Account for merchandise, services, and freight and appropriate taxes. The point of final delivery shall be the point of sale. I (dealer) shall indemnify Seller from payment of all sales, use and other taxes relating to this site. All other services shall be for cash or credit card only, provided, however, that GMDIT shall establish for Client an open line of credit, with specific application to purchases, consistent with accepted accounting and credit standards such as pay habits, net worth, and other business considerations, and that to the extent Client’s purchases do not exceed such credit limit, Service fees may be charged to Client's account upon installation of Services. Client shall cause said account to be paid as per statement furnished. GMDIT has the right to adjust Client's credit limit from time to time, upon notice to Client. In the event of automatic or early termination where as client changes ownership or ceases as a going concern, client's owner, shareholder or LLC member at time of contract signing personally guarantees any outstanding debt.
  8. Late Payment Charges: Client shall pay GMDIT within thirty (30) days from the date of invoice for all Services and expenses. Any amount not so paid shall incur a late payment charge of $25.00 plus one and three-quarters percent (1.75%) of overdue amount per month. This late charge is applicable to the unpaid balance as of the due date. Client shall pay GMDIT all reasonable costs including, without limitation, attorneys’ fees, collection agency fees and any other costs incurred by GMDIT, in the collection of fees due under this Agreement.
  9. Right of Set-Off: In addition to any right of set-off provided by law, all monies and accounts due Client hereunder shall be considered net of indebtedness of Client to GMDIT, arising from whatever cause, and GMDIT has the right to deduct any amounts due or to become due hereunder from Client to GMDIT from any sums on accounts due or to become due for whatever cause, from GMDIT to Client.
  10. Contract Term: Each service contract contains term duration for service, service pricing is based on this term and all early terminations terms herein apply. All contracts signed under GMDIT (and previously “GMDE.net”) are binding to General Motors Dealer Information Technology program custodian Nuspire Corporation (3155 Dallavo Ct. Commerce MI, 48390)
  11. Notice of Defect: In the event the rented Service Hardware as supplied hereunder is claimed to be defective, any claims must be made within 30 days after Client 's receipt. GMDIT shall be given ample opportunity to inspect the Hardware. GMDIT shall have the option of replacing defective Hardware. Such replacement shall be Client 's sole and exclusive remedy against GMDIT for defective Hardware; without limiting the generality of the foregoing, it is agreed that GMDIT shall not be liable for any transportation, fabrication, installation, or other expenses incurred by Client in connection with defective Hardware.
  12. Right to Enter Agreement: Each party and the undersigned individual(s) represent and warrant that it has the full and unencumbered right, power and authority to enter into this Agreement.
  13. Limitation of Liability: In no event shall GMDIT be liable to Client for special, incidental, or consequential damages, losses, or expenses. The parties recognize that the field of information security is one in which the risks and threats change daily, neither GMDIT nor Client can anticipate each and every threat which can develop in the future and, as such, the GMDIT Technology cannot prevent or defend against every possible threat. Accordingly, the parties acknowledge and agree that the following disclaimers and limitations of liability represent bargained for allocations of risk, and that the economics, terms and conditions of this Agreement are based upon and reflect such allocations.
    1. GMDIT warrants that its personnel are adequately trained and competent to perform the Services and that the Services shall be performed in a professional manner in accordance with industry standards.
    2. EXCEPT FOR THE EXPRESS WARRANTIES CONTAINED IN THIS AGREEMENT, THE SERVICES AND GMDIT TECHNOLOGY ARE PROVIDED “AS IS.” NEITHER PARTY MAKES ANY OTHER WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, IN FACT OR IN LAW, CONCERNING THE SERVICES OR ANY OTHER MATTER COVERED BY THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES ARISING BY STATUTE OR OTHERWISE AT LAW OR FROM A COURSE OF DEALING, USAGE OR TRADE.
    3. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY HERETO FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING LOST PROFITS AND LOST SAVINGS) SUFFERED OR INCURRED BY SUCH OTHER PARTY IN CONNECTION WITH THE SERVICES, OR ANY OTHER MATTER COVERED BY THIS AGREEMENT, REGARDLESS OF THE FORM OR THEORY OF THE ACTION, (INCLUDING NEGLIGENCE), EVEN IF SUCH OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    4. GMDIT’s TOTAL LIABILITY TO CLIENT IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE ANNUAL AMOUNT ACTUALLY PAID BY CLIENT TO GMDIT HEREUNDER.
    5. Notwithstanding any of the foregoing, GMDIT shall not be responsible for any damages resulting from any inaccurate or incomplete information provided by Client or its agents. GMDIT shall also not be responsible for the consequences of any work performed, modifications made to the Services, or for any hardware or software provided, by Client, its agents or any third parties.
  14. Pass-Through Warranty: The only warranties applicable to the rented hardware are those extended by the respective Manufacturer and apply to GMDIT only. GMDIT authorizes no third person or party to assume any warranty obligation of liability on GMDIT 's behalf.
  15. Terms of Use: GMDIT is not responsible for Client’s network usage that may contain inflammatory, abusive, derogatory, defamatory and/or obscene, or contain pornographic matter and/or constitutes hate mail, or violates privacy of any person(s) or breaches confidentiality or otherwise is illegal, immoral or contrary to public policy. Nor is GMDIT responsible should it contain anything infringing copyright and/or intellectual property rights of any person(s).
  16. General: When confirmed by GMDIT, this Order shall become the entire agreement between GMDIT and Client, and a complete allocation of risks between them, relating to Client's acquisition of the Services and Hardware listed on the face hereof. This agreement supersedes all prior understanding and agreements between the parties relating to the subject matter hereof and may be supplemented or amended except expressly in writing signed by the party to be charged therewith. Client may not assign any of its rights or delegate any of its duties hereunder without the prior written consent of GMDIT. This agreement shall be governed in all respects by the laws of the State of Michigan.
  Terms of Use © 2011 General Motors Company. All Rights Reserved.