Last updated on May 1, 2024
1. Acceptance of Terms
Copart, Inc. and its subsidiaries and affiliates (collectively, “Copart” or “Licensor”) owns certain rights to certain Licensed Materials (as defined below), and Copart wishes to grant to each registered Copart member in good standing (“Licensee” or “you”) a license to use the Licensed Materials in accordance with these Image and Data License Terms (“Terms”).
By using any of Copart’s Licensed Materials, you agree to these Terms. Copart may update these Terms from time to time without notice to you.
In addition, when using particular Copart services, you shall be subject to the Member Terms and Conditions, the Copart Website Terms of Service, as well as all guidelines, rules, policies and procedures applicable to such services, which may be posted from time to time. All such items are hereby incorporated by reference into these Terms.
2. Definitions
The following terms have the meanings set forth in this Section:
a. “Claims” means claims, demands, liabilities, damages, losses, costs, expenses, attorneys’ fees, and settlements.
b. “Copart Indemnitees” means Copart and its officers, directors, employees, agents, attorneys, subsidiaries, and affiliates.
c. “Copart Vehicles” means all items posted for sale on Copart’s Website (including cars, trucks, motorcycles, boats, jet skis, industrial equipment, homeowners salvage, trailers, RV’s, and any other items).
d. “Copart’s Website” means the internet website(s) at www.copart.com or www.crashedtoys.com, as applicable.
e. “Data” means written information regarding Copart Vehicles posted for sale on Copart’s Website.
f. "License” means the License set out in Section 3.a below.
g. “Licensed Materials” means Photographs (defined below) and Data.
h. "Licensee’s Website” means any website owned, operated, and controlled by Licensee on which the Licensed Materials are displayed.
i. “Mark” means any trademark, trade name, service mark, design, logo, domain name, graphics, colors, website designs, or other indicator of the source or origin of any product or service.
j. “Photographs” means digital images of Copart Vehicles posted for sale on Copart’s Website.
3. License Grant, and Obligations and Restrictions
a. The License. Copart hereby grants to Licensee a limited, non-exclusive, non-sublicensable, revocable license solely to:
(1) download the Licensed Materials from Copart’s Website and display the Licensed Materials on Licensee’s Website for the purpose of marketing the purchase, brokering, import/export, or transportation of Copart Vehicles in the condition shown in the Photographs; and
(2) email downloaded Licensed Materials for specific Copart Vehicles to Licensee’s customers where requested by a customer of Licensee for the purpose of marketing the purchase, brokering, import/export, or transportation of Copart Vehicles in the condition shown in the Photographs.
The License is strictly limited to only the rights expressly provided in this Section 3.a.
b. Obligations and Restrictions.
(1) Obtaining Licensed Materials. Licensee shall download the Licensed Materials from Copart’s Website solely by downloading the Sales Data .csv file available to Licensee on Copart’s Website through “Get New CSV Sales Data.” Licensee shall not use data scraping, page spidering, web crawling, data extraction, web scraping, page scraping, web page wrapping, HTML scraping, or any other method to obtain the Licensed Materials.
(2) No Edits, Combinations or Derivative Works. Licensee shall not edit, alter, modify, combine with other content, or create any derivative works of the Licensed Materials.
(3) Prompt Compliance with Instructions to Remove. If Licensor instructs Licensee to delete or make inaccessible any Licensed Materials, Licensee shall comply with such instruction as promptly as reasonably possible.
(4) Display of Source Attribution. Licensee shall display, with the Licensed Materials, the appropriate copyright and trademark notices and any other source attribution required by Licensor. Licensee shall not alter, remove, or obstruct any such notices or attribution included with the Licensed Materials as delivered or provided by Licensor.
(5) Licensed Materials Not For Other Websites or Media. Licensee shall not include Licensed Materials on Licensee’s Website, or otherwise make the Licensed Materials available, other than as expressly permitted herein and in accordance with all terms and conditions of this Section 3. Licensee shall not permit the Licensed Materials to be, or appear to be, used, reproduced, displayed, transmitted, or distributed on, as part of or in connection with (i) any website, application, or other online (including mobile) area other than the Licensee’s Website, whether by framing, in-line linking, appearing in a new window, or otherwise; or (ii) any other media of Licensee. Any use by Licensee of Licensed Materials on any other website, mobile site or application, or other media of Licensee, other than the License’s Website as expressly provided herein, requires a separate written agreement between Licensor and Licensee, and Licensor has no obligation to enter into any such agreement.
(6) No Implication of Copart Endorsement. Licensee shall not imply, directly or indirectly, including by displaying or emailing the Licensed Materials together with content provided by Licensee or third parties, that Licensor provides, endorses, sponsors, certifies, or approves of any other content included within Licensee’s Website or any products or services advertised in or near the Licensed Materials. Licensee shall present the Licensed Materials in such manner as to avoid any likelihood of confusion as to the source of the Licensed Materials.
(7) Licensee’s Website. Licensee shall undertake to ensure that any and all data contained within Licensee’s Website: (i) does not infringe upon the copyright, trademark, design, patent, or other intellectual property rights of any third party; (ii) does not contain material which is obscene, offensive, upsetting, defamatory, personally offensive, or in violation of any third party’s privacy or publicity rights or in any way unsuitable for the purposes and intended uses of the Licensed Materials, and (iii) does not comprise and cannot be used for any purpose or activity of an illegal, fraudulent, or defamatory nature.
(8) Content Hosting and Support. To the extent Licensee displays the Licensed Materials on Licensee’s Website, the service level standards and procedures used by Licensee with respect to the Licensed Materials, including but not limited to those regarding Licensee’s end user requests and communications, will be consistent with those Licensee employs with respect to other content on the Licensee’s Website.
(9) Content Navigation and Links. To the extent Licensee displays the Licensed Materials on Licensee’s Website, (i) upon Licensee’s end user’s clicking on any link to Licensed Materials, clicking on any link to Copart’s Website (if such link is permitted by Copart), or otherwise accessing or exiting a page on which the majority of non-advertising content is Licensed Materials, Licensee shall cause the end user to be served, or redirected to, the requested page and no other content, including but not limited to pop-up, pop-under, or transition pages; and (ii) the Licensee shall cause the requested Licensed Materials or website to be served in the same window, without opening a new window.
(10) No Use, Copying, or Further Transmission by Third Parties. Except as otherwise provided herein, Licensee shall not authorize, permit, enable, or cause any third party to use the Licensed Materials. Licensee shall take all reasonable steps necessary to prevent the reproduction or further transmission of the Licensed Materials by third parties.
(11) No Right to Download, Upload, or Transmit Copart’s Marks. The License does not include the right to download, upload, or transmit any Copart Mark used or intended to be used in connection with Copart’s business. The appearance of any Copart Mark or other indicia used or intended to be used in connection with Copart’s business in Licensed Materials does not imply any rights thereto.
(12) Notice of Infringement. Licensee shall immediately notify Copart of any unauthorized use or misuse of the Licensed Materials. You shall provide Copart with written notice of any claim of infringement, misuse, violation of any third-party right, or the like commenced or threatened to be commenced against you with respect to the Licensed Materials. Any such written notice shall include such detail as is available and necessary for Licensor to evaluate and address such complaint; and Licensee shall fully cooperate with Licensor in addressing such claims.
c. All of the uses of Licensed Materials that do not comply fully with the provisions of this Section 3 shall, for all purposes, be deemed beyond the scope of the License granted hereunder. Any violation of this Section 3 by Licensee shall be a material breach of these Terms that is incapable of cure, and in the event of any such violation, Copart may, in addition to and not in lieu of all other remedies, immediately terminate the License as set forth in Section 4 below.
4. Termination
a. Copart shall have the right to immediately terminate the License or these Terms, in Copart’s sole and absolute discretion, at any time, upon notice to you. In no event shall Copart be deemed to have any obligation to make any Licensed Materials available to Licensee or otherwise. The License shall automatically and immediately terminate, without notice, upon any failure of Licensee to maintain good standing as a registered Copart member.
b. Termination of the License or these Terms, for any reason, shall be without prejudice to any rights Copart may have against Licensee, which may have accrued before the date of such termination.
c. Upon termination of the License or these Terms, you shall immediately discontinue use of the Licensed Materials, and shall destroy any copies of thereof. Upon Licensor's written request, Licensee shall promptly provide Licensor with written certification of such discontinuation and destruction. Any use by Licensee of the Licensed Materials following such termination shall constitute an intentional and willful infringement of Copart’s intellectual property rights.
5. Ownership of Licensed Materials and Copart’s Marks
a. Licensee recognizes and acknowledges that Copart is the owner of the Licensed Materials. Except for the Licenses expressly granted to you in these Terms, all right, title, and interest in and to the Licensed Materials and Copart's Marks are and will remain with Copart and its licensors. Neither these Terms, nor any act, omission, or statement by Licensor or Licensee, conveys any ownership right in any of the Licensed Materials or Copart's Marks, or to any element or portion thereof, or other materials provided by or on behalf of Licensor under these Terms. Licensee agrees to not (1) challenge the validity of or Copart’s title to the Licensed Materials, and (2) oppose, petition to cancel, or otherwise challenge any applications filed or registrations, patents, grants, or other rights received in respect of such Licensed Materials.
b. All rights created by or arising from use of the Licensed Materials by Licensee shall be and remain the sole and exclusive property of Copart, and Licensee hereby waives and renounces any and all claims to such rights.
c. Licensee shall not attempt to register or claim rights in the Licensed Materials or Copart’s Marks, including domain names, alone or as part of its own marks or URLs, in the United States or in jurisdictions outside of the United States.
d. Licensee expressly agrees not to use Copart’s Marks, and further expressly agrees not to use Copart’s name in any domain name Licensee applies for or registers.
e. No use by Licensor of the Licensed Materials or Licensor's Marks in any medium or manner shall be deemed to interfere with the limited permissions made to you by Licensor herein.
6. Representations and Warranties
a. Licensee acknowledges, understands, represents, and warrants that: (1) Licensee is in possession of the full right, power, and authority to understand and agree to these Terms; (2) all activities conducted by Licensee and its employees, officers, directors, agents, affiliates, contractors, and representatives, (i) shall be in full compliance with these Terms and (ii) shall not violate any applicable laws, rules, regulations, policies, requirements, or third-party rights; (3) Licensee is the owner and operator of Licensee’s Website; and (4) Licensee’s contact information on file with Copart is accurate and up-to-date.
b. NOTWITHSTANDING ANY OTHER PROVISION HEREOF, TO THE EXTENT ALLOWED BY APPLICABLE LAW, COPART HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OPERATION OF LAW, OR OTHERWISE, UNDER THESE TERMS (INCLUDING ALL WARRANTIES OF MERCHANTABILITY; FITNESS FOR A PARTICULAR PURPOSE; QUALITY, OPERATION, OR PERFORMANCE; SUITABILITY FOR CUSTOMERS; TITLE; AND NON-INFRINGEMENT) WITH RESPECT TO: THE LICENSED MATERIALS; THE USE OF THE LICENSED MATERIALS BY LICENSEE, COPART, OR OTHERS; COPART VEHICLES; OR ANY AND ALL OTHER PRODUCTS, SERVICES, EQUIPMENT, INFORMATION, TANGIBLE OR INTANGIBLE PROPERTY, OR ACTIVITIES USED, DEVELOPED, PROVIDED, OR PERFORMED BY LICENSEE, COPART, OR THIRD PARTIES.
7. Indemnification and Hold Harmless
Licensee shall be solely responsible and liable for, with no liability or responsibility on the part of the Copart Indemnitees or any third party engaged by Copart Indemnities, and shall protect, defend, indemnify, and hold Copart Indemnities harmless from and against any and all Claims, which Copart Indemnities may sustain related to or arising from: (i) the use, publication, or transmission of the Licensed Materials by or through Licensee or any of its officers, directors, employees, agents, attorneys, subsidiaries, affiliates, customers or end-users; (ii) the sale or brokering of Copart Vehicles by or through Licensee or any of its officers, directors, employees, agents, attorneys, subsidiaries, affiliates, customers or end-users; (iii) any inaccurate representations or warranties of Licensee made in these Terms; (iv) Licensee’s Website, including any material displayed or services provided thereon; (v) any breach or default in the performance or observance of any of the covenants or obligations of Licensee hereunder; and (vi) any of Licensee’s obligations or liabilities; provided that, for every Claim, (A) Licensee shall conduct the defense and have control of the litigation; (B) Copart will reasonably cooperate in the defense against any such Claim; (C) Copart may participate in the defense of any such Claim through counsel of its choosing at its own expense; and (D) Licensee shall not settle any such Claim without the prior written consent of Copart.
8. Limitations and Exclusions from Licensor Liability
TO THE FULLEST EXTENT PERMISSIBLE BY LAW, LICENSOR WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND UNDER OR IN CONNECTION WITH THE LICENSE OR THESE TERMS, INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, LIQUIDATED, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR PENALTIES, INCLUDING LOSSES OF BUSINESS, REVENUE, OR ANTICIPATED PROFITS, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. Miscellaneous
a. Relationship of the Parties. Nothing in these Terms shall be construed to place the parties in the relationship of partners, joint venturers, or franchisor/franchisee. Licensee shall not have the power to obligate or bind Copart. Licensee shall neither state nor imply, either directly or indirectly, that Licensee, or its activities, other than pursuant to exercise of the license granted herein, are supported, endorsed, or sponsored by Copart and, upon request by Copart, shall issue express disclaimers to such effect. Licensee shall place an express disclaimer at bottom of Licensee’s Website stating Licensee is not affiliated with or endorsed by Copart.
b. No Public Announcements. You shall not issue or release any announcement, statement, press release, or other publicity or marketing materials relating to the License or these Terms or, unless expressly permitted under these Terms, otherwise use Copart's Marks, in each case, without the prior written consent of Licensor.
c. Interpretation and Headings. For purposes of these Terms, (i) the words "include," "includes," and "including" are deemed to be followed by the words "without limitation"; (ii) the word "or" is not exclusive; (iii) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to these Terms as a whole; (iv) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (v) words denoting any gender include all genders. Unless the context otherwise requires, references in these Terms: (x) to sections mean the sections of these Terms; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The parties intend these Terms to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The headings in these Terms are for reference only and do not affect the interpretation of these Terms.
d. Applicable Law; Jurisdiction; Attorneys’ Fees. These Terms shall be construed in accordance with and governed by the laws of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Texas. Any legal suit, action, or proceeding arising out of these Terms or the licenses granted hereunder shall be instituted in the federal courts of the United States or the courts of the State of Texas in each case located in Dallas County, Texas, and each party irrevocably submits to the jurisdiction of such courts in any such suit, action, or proceeding. In the event of any action between the parties to enforce these Terms, the unsuccessful party shall pay to the other party all costs and expenses, including reasonable attorneys’ fees, incurred by such other party.
e. Waiver of Jury Trial. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THE LICENSE, THESE TERMS, OR THE TRANSACTIONS CONTEMPLATED HEREBY.
f. Assignment. These Terms and the License granted hereunder shall be binding upon and shall inure to the benefit of the parties and their respective officers, directors, representatives, agents, employees, affiliates, successors, assigns, personal and legal representatives, and heirs; provided, however, that these Terms and the License granted hereunder is personal to Licensee, and Licensee shall not assign or otherwise transfer, whether voluntarily, involuntarily, by operation or law, or otherwise, these Terms, the License granted hereunder, or any portion thereof to any third party without the prior written consent of Copart, which such consent Copart may give or withhold in Copart’s sole discretion. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation, or reorganization involving Licensee (regardless of whether Licensee is a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations, or performance under these Terms for which Copart's prior written consent is required. No delegation or other transfer will relieve Licensee of any of its obligations or performance under these Terms. Any purported assignment, delegation, or transfer in violation of this Section 9.f is void. Copart may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under these Terms without Licensee's consent. Further, Copart may assign, hypothecate, pledge, or use these Terms as collateral in any fashion. These Terms shall be binding upon Licensee in the event Copart merges or consolidates in any fashion or is sold to any third party. Such third party shall have the same rights as Copart hereunder.
g. Integration. These Terms supersede and cancel any and all previous agreements and understandings between the parties pertaining to the subject matter hereof, and this instrument comprises the complete and final expression of the rights, obligations, duties and undertakings of the parties and sets forth all consideration, covenants, undertakings and inducements pertaining hereto.
h. Waiver. The failure of Copart to exercise or enforce any term, covenant or condition of these Terms shall in no event be deemed to be a waiver of any term, covenant or condition of these Terms, or any subsequent waiver of the same term, covenant or condition. Copart shall have the right to declare a default or breach under these Terms regardless of the number of times it has not declared such default or breach although entitled to do so.
i. Severability. In the event that any portion of these Terms shall, for any reason, be held invalid or unenforceable, it is agreed that the same shall not affect any other portion of these Terms and that remaining portions shall remain in full force and effect, and that if the invalidity or unenforceability is due to the unreasonableness of any provision(s) of these Terms, the provision(s) shall nevertheless be effective as may be determined to be reasonable by a court of competent jurisdiction.
j. Survival. Any other right or obligation of the parties in these Terms that, by its nature, should survive termination or expiration of these Terms, as well as the provisions set forth in the following Sections, will survive any termination of these Terms: Section 2, Section 4.c, Section 5, Section 6, Section 7, Section 8, and Section 9.
