CUSTOMER SERVICE TERMS AND CONDITIONS
1. Introduction and Definitions.
Zwytch, LLC ("Zwytch", "we", "us", or "our") provides the dealer identified in this Agreement or in the Zwytch Dealer Registration Form ("Dealer"), and if applicable, any of its Participating Dealers (Dealer and Participating Dealer collectively, "Dealer," "you," or "your"), access to our web-based car negotiation platform (the “Zwytch Platform”) and participation in the negotiation service through the Zwytch Platform (collectively, "Service"), subject to your acceptance of and compliance with these Zwytch Customer Terms and Conditions ("Terms and Conditions"), and the terms and conditions of any Zwytch Customer Registration Form ("Registration Form") (collectively, "Agreement"). If you do not agree to the Terms of Service, you are not authorized to use this website or the Services. In the Agreement, (i) "Affiliate" means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by or is under common control with that entity, (ii) "Customer" means any individual user of the Zwytch Platform, including a member of Customer's household or immediate family, (iii) "Participating Dealer" means any dealership that is owned or controlled by Dealer that participates in a Service hereunder, and (iv) "Zwytch Entities" means Zwytch, its Affiliates, and its and their officers, directors, consultants, contractors, agents, attorneys, employees, partners, and third-party service providers.
2. Description of Services
Zwtych LLC is a platform that provides users with an opportunity to converse with auto dealerships located in their neighborhood through our chat interface. Users will be able to get information related to vehicle description or pricing and also negotiate a price for a specific vehicle which is available with a dealer in our network. Please be advised that Zwytch LLC itself does not own nor operate any vehicles or dealerships and is not in control of any pricing set forth by the brand manufacturers or their respective dealerships. Zwytch simply enables dealers who have signed up with its services to connect with interested car buyers. Buyers may also have the option to get trade-in estimates for their cars from dealerships during the process of buying or leasing a new car from that dealership. The trade-in is not offered as a separate service at this time and the final pricing may be confirmed only after visual inspection by the dealership personnel. The Information on buyer’s (customer) vehicle needs are collected through our site and sent to dealerships who choose to participate and engage with buyers. The dealerships may then present them with loan or lease options and pricing on the selected vehicle from their inventory. This is effected after the buyer submits their information on the Zwytch site and clicks the button asking to chat with dealers. Zwytch collects information from buyers such as their name, phone number, email and credit score but shares them with the dealership only after a deal is negotiated and accepted. Zwytch does not run any credit report on the buyer nor do we follow any standard verification procedures other than authentications provided through google & Facebook sign in’s allowing the user to register. Accepting a deal offered to you from any dealer at our site does not warrant that the car is sold to you. Once a price is negotiated and accepted you will have to qualify for a loan or credit or fulfill any other statutory requirements for credit set forth by the respective dealer and their lender to purchase the car. Zwytch LLC will take your consent to share your phone number with the dealership whose price offer on a vehicle you have accepted. You may then carry the written confirmation provided to you from Zwytch through an email or text to the respective dealership to avail any price offer that was negotiated. We have taken all possible measures to ensure we hold our dealerships accountable for any price commitments they offer buyers. However, Zwytch LLC cannot guarantee that the dealership will honor any pricing commitment negotiated via our chat platform and by using our site you agree to not hold Zwytch LLC responsible for any commitments to a quoted vehicle price or any service quality not met to your satisfaction by the dealership. You may also request dealerships to send you the link for filling out credit applications through our site and fix a time and date to pick up the car after all qualifying formalities have been completed by the dealership selling you the car. As a buyer you agree to provide true, accurate, current and complete registration information if you’re not availing the sign-in using google or a Facebook account.
3. Customer Obligations
4. Privacy of Information and Data
Zwytch is committed to respecting your privacy holding it as its top priority and protecting your personally identifiable information. Upon your request, Zwytch shares the information you enter on this website with a Participating Dealer in order to provide you with the information you requested, and with other service providers associated with the Services. All personal information provided by the Customer to Zwytch on the Zwytch website is confidential and all acceptable security measures to protect against any anticipated threats or hazards to the security or integrity of such non-public personal information have been taken by Zwytch. In addition, Zwytch Customers will also be notified by both Zwytch and the Participating Dealer of any security breaches as required by applicable law.
"Confidential Information" means information disclosed by you (the Customer) to us (Zwytch) or us to you, either directly or indirectly, in writing, orally, or by inspection of tangible objects that is designated as "Confidential," "Proprietary," or some similar designation. Information communicated orally and/or other intangible information will be considered Confidential Information if such information is confirmed in writing as being Confidential Information within a reasonable time after the initial disclosure. Notwithstanding the foregoing, to the extent such information is not excluded herein, the information contained and constituted by the Customer Portal and the Zwytch Platform shall be deemed Confidential Information of Zwytch. Confidential Information may also include information disclosed to a disclosing party by third parties. Confidential Information will not, however, include any information which: (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party through no action or inaction of the receiving party; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party's files, records, and/or other competent evidence immediately prior to the time of disclosure; (iv) is obtained by the receiving party from a third party without a breach of such third party's obligations of confidentiality; or (v) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information, as shown by documents and other competent evidence in the receiving party's possession. The receiving party will not at any time (a) disclose, sell, license, transfer, or otherwise make available to any person or entity any Confidential Information of the disclosing party, except to employees, contractors, agents, or Affiliates, in each case who have a legitimate need to know such Confidential Information and are bound to confidentiality and non-use obligations no less restrictive than those contained in the Agreement, or (b) use, reproduce, or copy any Confidential Information of the disclosing party, except as necessary in connection with the purpose for which such Confidential Information is disclosed to the receiving party by the disclosing party, or in connection with or as set forth in the Agreement. The receiving party may disclose Confidential Information of the disclosing party in connection with subpoenas, court orders, other legal processes, or as otherwise required by law, provided that the receiving party gives the disclosing party prompt written notice of such requirement (unless expressly prohibited in writing in such subpoena, court order, or other legal process) prior to such disclosure and takes reasonable steps to protect the information from public disclosure, and provided further that any such disclosure is limited to the minimum extent necessary to comply with the legal requirement. Notwithstanding anything to the contrary in the Agreement, without consent, either you or we may disclose the Agreement (or the existence of the Agreement) to bona fide potential investors or prospective purchasers of a portion of its assets or beneficial ownership interests provided such disclosure is subject to confidentiality and non-use obligations no less restrictive than those contained in the Agreement, and/or as required by law, including any governmental or regulatory filings.
The Customer shall indemnify and hold harmless Zwytch and its subsidiaries, affiliates, partners, officers, directors, employees, and agents (collectively, “Zwytch Entities”) from all claims, whether actual or alleged (collectively, “Claims”), that arise out of or in connection with a breach of these Terms of Service, use of the Services, including any content you submit, post, transmit, modify or otherwise make available through the Services, and/or any violation of law and/or the rights of any third party. You are solely responsible for defending any Claim against any Zwytch Entity, subject to such Zwytch Entity’s right to participate with counsel of its own choosing, at its own expense, and for payment of all judgments, settlements, damages, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees, resulting from all Claims against a Zwytch Entity, provided that you will not agree to any settlement that imposes any obligation or liability on a Zwytch Entity without its prior express written consent.
7. Intellectual Property
You agree that all of Zwytch’s trademarks, trade names, service marks, logos, brand features, and product and Service names are trademarks and the property of Zwytch, and that you will not display or use any of the foregoing without Zwytch's prior written approval in each instance. You agree that the Services contain proprietary information protected by applicable intellectual property and other laws in favor of Zwytch. You further agree and acknowledge that content and information presented to you through the Services is protected by copyrights, trademarks, service marks, patents and/or other proprietary rights and laws.
8. Warranty Disclaimer
EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, (i) EACH SERVICE IS PROVIDED "AS IS," WITHOUT WARRANTY, REPRESENTATION, CONDITION, OR GUARANTEE OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WHETHER YOUR CUSTOMER INFORMATION WILL BE DISPLAYED TO PARTICIPATING DEALERS, AND YOUR USE THEREOF IS AT YOUR OWN RISK, AND (ii) WE AND YOU DISCLAIM ON BEHALF OF EACH OF OURSELVES ANY AND ALL WARRANTIES, REPRESENTATIONS, CONDITIONS, OR GUARANTEES, INCLUDING ANY WARRANTIES OF TITLE, MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT OR GUARANTEE THE ACCURACY, ADEQUACY, TIMELINESS, RELIABILITY, COMPLETENESS OR USEFULNESS OF ANY ESTIMATES WE PROVIDE, AND WE DISCLAIM ALL LIABILITY FOR ANY ERRORS OR OMISSIONS IN ANY SUCH ESTIMATES. ZWYTCH LLC DOES NOT PROMISE THAT THE SITE OR ANY CONTENT, DOCUMENT OR FEATURE OF THE SITE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED OR THAT YOUR USE OF THE SITE WILL PROVIDE SPECIFIC RESULTS. THE MATERIAL IN THIS SITE COULD INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. THE SITE AND ITS CONTENT ARE DELIVERED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. ALL INFORMATION PROVIDED ON THE SITE IS SUBJECT TO CHANGE WITHOUT NOTICE. ZWYTCH LLC DOES NOT ENSURE THAT ANY FILES, DOCUMENTS OR OTHER DATA YOU DOWNLOAD FROM THE SITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. ZWYTCH LLC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ZWYTCH LLC DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SITE. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITE AND ANY LINKED SITES. YOUR SOLE REMEDY AGAINST ZWYTCH LLC FOR DISSATISFACTION WITH THE SITE OR ANY CONTENT IS TO STOP USING THE SITE OR ANY SUCH CONTENT. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES.
9. Limitation of Liability
ANY LIABILITY OF THE ZWYTCH ENTITIES IN CONNECTION WITH THE AGREEMENT, UNDER ANY CAUSE OF ACTION OR THEORY, IS LIMITED TO THE AGREEMENT IN THE SIX-MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM, AND IN ADDITION TO ANY OTHER LIMITATION(S) IN THE AGREEMENT, NEITHER YOU NOR WE ARE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES ARISING OUT OF, OR IN CONNECTION WITH, THE AGREEMENT. ZWYTCH ENTITIES SHALL NOT BE HELD LIABLE FOR ANY ACTIONS CAUSED BY THE PARTICIPATING DEALERS OR THEIR ENTITIES. IT IS THE SOLE RESPONSIBILITY OF THE PARTICIPATING DEALER TO REMEDY ANY SUCH CLAIMS.
10. Correspondence and Notices
Notices will be given to you by posting on the Customer Portal or the Zwytch Platform, or by email, first class mail as provided by you in the Registration Form. You must ensure that your contact and account information is current and correct, and promptly notify us in writing of any changes to such information. Zwytch LLC will not take any responsibility for any incorrect/inaccurate address or any address changes which was not notified to us in writing. You can send all notices to us via recognized overnight courier or certified mail, return receipt requested, to: Zwytch LLC, 116 Village Blvd, Princeton Forrestal Village, Princeton, NJ 08540.
11. Choice of Law; Arbitration
THE TERMS OF THE AGREEMENT AND ANY DISPUTE RELATING THERETO WILL BE GOVERNED BY THE LAWS OF THE STATE OF NORTH CAROLINA, WITHOUT REGARD TO CONFLICT/CHOICE OF LAW PRINCIPLES. Any dispute, controversy or claim arising under, out of or relating to the subject matter of this Agreement and any subsequent amendments thereto, including, without limitation, its formation, validity, binding effect, interpretation, meaning, performance, breach or termination, as well as non-contractual claims arising out of or relating thereto, shall exclusively and finally resolved by binding arbitration in accordance with the AAA Complex Commercial Arbitration Rules then in effect. The place of arbitration shall be Charlotte, NC before three (3) arbitrators chosen as follows: within 15 days after the commencement of arbitration, each party shall select one person to act as arbitrator. The two selected arbitrators shall select a third neutral arbitrator. In the event that they are unable to do so within 15 days, the third arbitrator shall be appointed by the AAA. The arbitration proceeding shall be kept confidential by the parties, their representatives and the arbitrators, subject to the right of any party to enforce the arbitral award. Each party shall bear its own costs and expenses and an equal share of the arbitrators’ and administrative fees of arbitration. The arbitrators may proceed to an award, notwithstanding the failure of either party to participate in the proceedings. The arbitrators shall, within thirty (30) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision setting forth the findings of fact and conclusions of law on which the award is based, including the calculation of any damages awarded. The arbitrators also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief the arbitrators deem just and equitable and within the scope of this Agreement, including, without limitation, an injunction or order for specific performance. Judgment on the award rendered by the arbitral panel may be enforced in any court having competent jurisdiction thereof. The parties hereby acknowledge and agree that the AAA’s Option Rules for Emergency Measures of Protection, shall be the exclusive means of emergency relief. The Parties hereby waive personal service of any process in connection with the arbitral proceeding and agree that the service thereof may be made by certified or registered mail sent to the party’s address set forth in this Agreement or communicated by such party to the other party.
12. Entire Agreement; Waiver; Force Majeure
The Agreement constitutes the entire agreement and understanding between you and us regarding the subject matter contained herein and supersedes all other agreements, understandings, negotiations, representations, claims, and communications in all forms of media, written and oral, regarding the subject matter contained herein. Only a written instrument specifically waiving compliance that is executed by whichever of you or us is entitled to waive such compliance may waive any term(s) and/or condition(s) of the Agreement. No waiver by either you or us of any provision hereof will be deemed a waiver of any other breach of such provision or a waiver of the provision. If any provision of the Agreement is held or made invalid or unenforceable for any reason, such invalidity will not affect the remainder of the Agreement, and the invalid or unenforceable provision will be replaced by a valid provision that has a similar effect. Neither you nor we will have any liability under the Agreement by reason of any failure or delay in the performance of your or our obligations on account of strikes, shortages, riots, acts of terrorism, insurrection, fires, flood, storm, explosions, earthquakes, Internet and/or electrical outages, computer viruses, acts of God, war, governmental action, or any cause that is beyond as applicable, your or our reasonable control.
13. Independent Contractors
The Participating Dealers and Zwytch LLC are independent contractors and nothing in the Agreement will be construed to create, evidence, or imply any agency, employment, partnership, or joint venture between the Participating Dealer and us (Zwytch LLC). We do not take any responsibility for any obligation which the Participating Dealer might owe to you (Customer).
14. Third-party Rights; Successors and Assigns
Except as otherwise set forth in the Agreement, the Agreement is not intended to benefit, nor will it be deemed to give rise to any rights in, any third party. Neither you nor we may assign, sublicense or transfer the Agreement or any right or duty under the Agreement to another party, in whole or in part, without, as applicable, your or our prior written consent; provided however, either you or we may assign the Agreement without permission in connection with the reorganization, reincorporation, merger or sale of all or substantially all of the assets or stock of you or us. Your or our rights and obligations under the Agreement will bind and inure to the benefit of, as applicable, your or our permitted successors and assigns. Any assignment, transfer, or attempted assignment or transfer in violation of this Section 14 will be void and of no force or effect. Services and obligations to be performed by Zwytch hereunder may be performed by a Zwytch Entity (each of which is bound by confidentiality and non-use provisions substantially similar to those contained herein).
Any rights not expressly granted in the Agreement are reserved by us, as applicable, and all implied licenses are disclaimed. Headings of Sections are for convenience only, and are not intended to affect the interpretation or construction of any other provision of the Agreement. As used in the Agreement, the word "including" is a term of enlargement meaning "including without limitation" and does not denote exclusivity, and the words "will," "shall," and "must" are deemed to be equivalent and denote a mandatory obligation or prohibition, as applicable. All definitions apply both to their singular and plural forms, as the context may require. Executed counterparts of the Agreement will each be deemed originals, whether exchanged via mail, facsimile, or electronically.
THE ZWYTCH ENTITIES DO NOT MAKE ANY REPRESENTATION OR WARRANTY THAT YOU WILL SELL YOUR VEHICLE, OBTAIN AN ACCEPTABLE PRICE FOR YOUR VEHICLE, RECEIVE LEGITIMATE INQUIRIES OR SOLICITATIONS FROM POTENTIAL PARTICIPATING DEALERS, OR RECEIVE ANY PURCHASE OFFER FOR YOUR VEHICLE FOR SALE. IN THE EVENT THAT ANY CLAIMS OR DISPUTES ARISE OUT OF AN ACTUAL OR POTENTIAL TRANSACTION INVOLVING THE TRADE-IN SERVICE, YOU AGREE TO LOOK SOLELY TO YOUR PARTICIPATING DEALER FOR YOUR REMEDY AND NOT TO THE ZWYTCH ENTITIES.
116 Village Blvd,
Princeton Forrestal Village,
Princeton, NJ 08540.