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Terms of Service

Last Updated: January 15, 2025

Effective Date: January 15, 2025

These Terms of Service (the "Terms", "Agreement") govern your access and use of the DealersCloud Services ("Services", as defined below), provided by DealersCloud ("DealersCloud", "we", "us", or "our"). These Terms constitute a legally binding agreement between you and DealersCloud.

By accessing or using the Services, you represent and warrant that (a) you have the legal capacity and authority to bind the entity subscribing to the Services (the "Subscriber", "you" or "your"), (b) you have read, understand, and agree to be bound by this Agreement and all terms incorporated by reference, and (c) your use of the Services will comply with all applicable laws and regulations.

If you do not agree to this Agreement, you are not authorized to access or use the Services. Please read these Terms carefully before using our Services.

1. Definitions

  • "Services" means the DealersCloud platform, including but not limited to our dealership management software, CRM, inventory management, AI-powered features, mobile applications, APIs, and any related services provided by DealersCloud.
  • "Subscriber" means the entity or individual that subscribes to or uses the Services.
  • "Authorized User" means any individual authorized by the Subscriber to access and use the Services.
  • "Content" means any data, information, text, graphics, images, or other materials uploaded, posted, or transmitted through the Services.
  • "Account" means the account created by a Subscriber to access the Services.

2. Use of the Services

2.1 Generally

You may access and use the Services in accordance with this Agreement. You will comply with the terms of this Agreement and all applicable laws, rules, and regulations applicable to your use of the Services. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

2.2 Account Registration

To access certain features of the Services, you must register for an account. When registering, you agree to:

  • Provide accurate, current, and complete information
  • Maintain and promptly update your account information
  • Maintain the security of your password and account
  • Accept responsibility for all activities under your account
  • Notify us immediately of any unauthorized use of your account

2.3 Authorized Users

You may permit Authorized Users to use the Services. You control access by Authorized Users and are responsible for their use of the Services in accordance with this Agreement. You will ensure Authorized Users comply with the Acceptable Use Policy, confidentiality, privacy, and other terms of this Agreement.

3. Acceptable Use Policy

You agree not to:

  • Reverse engineer, decompile, disassemble, or work around technical limitations in the Services, except to the extent applicable law permits it despite these limitations.
  • Disable, tamper with, or otherwise attempt to circumvent any billing mechanism that meters your use of the Services.
  • Rent, lease, lend, resell, transfer, or host the Services, or any portion thereof, to or for third parties except as expressly permitted in this Agreement.
  • Circumvent or endanger the operation or security of any Service.
  • Use any of the Services in connection with any form of spam, unsolicited mail, fraud, scam, phishing, "chain letters", "pyramid schemes" or similar conduct, or otherwise engage in unethical marketing or advertising.
  • Take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Services or DealersCloud's systems or networks connected to the Services, or otherwise interfere with or disrupt the operation of any of the Services, or the servers or networks that host them or make them available.
  • Access or use the Services for benchmarking or similar competitive analysis purposes or in order to build a competitive product or service.
  • Upload, post, or transmit any Content that is illegal, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable.
  • Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity.
  • Violate any applicable local, state, national, or international law or regulation.
  • Collect or store personal data about other users without their express permission.

4. Subscription and Payment Terms

4.1 Subscription Plans

We offer various subscription plans with different features and pricing. Details about our current plans are available on our website. We reserve the right to modify our plans and pricing at any time, but such changes will not affect your current subscription until the end of your billing cycle.

4.2 Free Trial

We may offer a free trial period for new subscribers. During the free trial, you may access certain features of the Services at no charge. At the end of the free trial period, your subscription will automatically convert to a paid subscription unless you cancel before the trial ends.

4.3 Billing and Payment

Subscription fees are billed in advance on a monthly or annual basis, as selected by you. You agree to pay all fees associated with your subscription. Payment must be made by credit card or other payment method we accept. You authorize us to charge your payment method for all fees due.

All fees are non-refundable except as required by law or as otherwise stated in this Agreement. If payment is not received by the due date, we may suspend or terminate your access to the Services.

4.4 Price Changes

We reserve the right to change our subscription fees at any time. We will provide you with at least 30 days' notice of any price changes. If you do not agree to the price change, you may cancel your subscription before the change takes effect.

4.5 Taxes

You are responsible for paying all taxes, duties, and charges of any kind imposed by any governmental authority on the Services, except for taxes based on our income.

5. Service Availability

We strive to maintain high service availability, but we do not guarantee that the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors.

We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. We will make reasonable efforts to notify you of planned maintenance that may affect service availability.

We do not warrant that the Services will be uninterrupted, secure, or error-free, or that defects will be corrected.

6. Intellectual Property

The Services and their original content, features, and functionality are and will remain the exclusive property of DealersCloud and its licensors. The Services are protected by copyright, trademark, patent, trade secret, and other intellectual property laws.

Our trademarks and trade dress may not be used in connection with any product or service without our prior written consent. All other trademarks, service marks, and trade names are the property of their respective owners.

You retain ownership of any Content you upload to the Services. By uploading Content, you grant us a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, adapt, publish, translate, and distribute such Content solely for the purpose of providing and improving the Services.

7. AI and Machine Learning Features

Our Services include AI-powered features such as automated lead responses, vehicle description generation, and market analysis. You acknowledge and agree that:

  • AI-generated content may not always be accurate or appropriate
  • You are responsible for reviewing and approving all AI-generated content before use
  • We do not guarantee the accuracy, completeness, or quality of AI-generated content
  • AI features may be updated or modified without notice
  • You will not use AI features to generate illegal, harmful, or inappropriate content

We use machine learning models that may be trained on data from various sources. We take reasonable measures to ensure AI outputs are appropriate, but you should exercise judgment when using AI-generated content.

8. Privacy and Data Protection

Your privacy is important to us. Our Privacy Policy explains how we collect, use, and protect your information when you use our Services. By using our Services, you agree to the collection and use of information in accordance with our Privacy Policy.

We implement appropriate technical and organizational measures to protect your personal data against unauthorized or unlawful processing and against accidental loss, destruction, or damage. However, no method of transmission over the Internet or electronic storage is 100% secure.

You are responsible for maintaining the security of your account and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security.

9. Termination

9.1 Termination by You

You may cancel your subscription at any time by contacting us or through your account settings. Upon cancellation, your access to the Services will continue until the end of your current billing period. No refunds will be provided for the remainder of the billing period.

9.2 Termination by Us

We may suspend or terminate your access to the Services immediately, without prior notice, if:

  • You breach any term of this Agreement
  • You fail to pay any fees when due
  • You engage in fraudulent or illegal activity
  • We are required to do so by law
  • We decide to discontinue the Services

9.3 Effect of Termination

Upon termination, your right to use the Services will immediately cease. We may delete your account and Content after a reasonable period following termination. You are responsible for exporting your data before termination. We are not obligated to retain your Content after termination.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DEALERSCLOUD, NOR ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM YOUR USE OF THE SERVICES.

OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES SHALL NOT EXCEED THE AMOUNT YOU PAID US FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you. In such jurisdictions, our liability is limited to the maximum extent permitted by law.

11. Indemnification

You agree to indemnify, defend, and hold harmless DealersCloud and its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in any way connected with your access to or use of the Services, your Content, your violation of this Agreement, or your violation of any rights of another.

12. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration rather than in court, except that you may assert claims in small claims court if your claims qualify.

The arbitration will be conducted by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration will be conducted in Fairfax County, Virginia, unless we both agree to a different location.

You and DealersCloud agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.

13. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of law provisions. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in Fairfax County, Virginia.

14. Force Majeure

We will not be liable for any failure or delay in performance under this Agreement which is due to earthquake, fire, flood, act of God, act of war, terrorism, epidemic, pandemic, labor dispute, government action, internet or telecommunications failure, or other cause which is beyond our reasonable control.

15. Changes to Terms

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will try to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

We may notify you of changes by:

  • Posting the updated Terms on this page
  • Updating the "Last Updated" date
  • Sending you an email notification
  • Displaying a prominent notice on our Services

By continuing to access or use our Services after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you must stop using the Services.

16. Severability

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

17. Entire Agreement

This Agreement, together with our Privacy Policy and any other legal notices published by us on the Services, shall constitute the entire agreement between you and DealersCloud concerning the Services. This Agreement supersedes all prior agreements and understandings between you and DealersCloud.

18. Do Not Sell My Information

Important: DealersCloud does not sell your personal information to third parties. However, if you are a California resident, you have the right to opt-out of the sale of your personal information under the California Consumer Privacy Act (CCPA) and California Privacy Rights Act (CPRA).

We want to make it clear that we do not sell personal information. We may share information with service providers who assist us in operating our Services, but this is not considered a "sale" under CCPA/CPRA definitions.

Your Rights

As a California resident, you have the right to:

  • Request that we do not sell your personal information (though we do not sell personal information)
  • Opt-out of any future sale of your personal information
  • Request information about what personal information we collect and how it's used
  • Request deletion of your personal information

How to Exercise Your Rights

To opt-out of the sale of your personal information or exercise any of your privacy rights, please contact us:

Email: support@dealerscloud.com (include "Do Not Sell My Information" in the subject line)

Phone: 888.220.9546

Mail: DealersCloud, 4000 Legato Rd. Suite 1100, Fairfax, VA 22033

Verification

We may need to verify your identity before processing your request. We will respond to your request within the timeframes required by applicable law (typically within 45 days, with a possible 45-day extension if needed).

Non-Discrimination

We will not discriminate against you for exercising your privacy rights. You will receive the same level of service regardless of whether you choose to exercise your privacy rights.

19. Contact Information

If you have any questions about these Terms of Service, please contact us:

Email: support@dealerscloud.com

Phone: 888.220.9546

Address: DealersCloud, 4000 Legato Rd. Suite 1100, Fairfax, VA 22033