These terms and conditions ("Terms") govern access to and use of the services provided by Dealership Accelerator LLC ("Dealership Accelerator") to the dealership customer identified in the applicable Service Agreement or order form ("Dealer"). These Terms form part of, and are incorporated into, the applicable Service Agreement or order form between Dealership Accelerator and Dealer. In the event of any conflict between these Terms and the applicable signed Service Agreement, the signed Service Agreement will control, and if there is no signed Service Agreement, the applicable order form will control, in each case to the extent of the conflict. By accessing or using the services, Dealer agrees to comply with these Terms.
Dealership Accelerator offers software-enabled services, including AI-assisted or automated lead engagement, lead management, and appointment-setting tools, tailored to automotive dealerships. The specific services, features, messaging channels, and applicable usage parameters will be set out in the applicable Service Agreement or order form and any incorporated service descriptions or documentation.
Subject to Dealer's compliance with these Terms, the applicable Service Agreement, and timely payment of all fees, Dealership Accelerator grants Dealer a non-exclusive, non-transferable, limited right during the applicable service term to access and use the services solely for Dealer's internal business purposes.
Dealer is responsible for maintaining the confidentiality of its account credentials and for all access to and use of the services by its employees, contractors, and other authorized users. Dealer must notify Dealership Accelerator promptly of any unauthorized access to or use of its account or the services.
If service levels or support commitments apply to Dealer's subscription, they will be set out in the applicable Service Agreement, service level agreement, or support terms. Except as expressly stated in those materials, the services are provided without any specific uptime, response-time, or remediation commitment.
Dealership Accelerator may modify the services from time to time, including to maintain, enhance, secure, or comply with legal, regulatory, carrier, messaging-provider, or platform-provider requirements applicable to the services. Dealership Accelerator will use commercially reasonable efforts to provide advance notice of material adverse changes when practicable.
The fees for the services are set out in the applicable Service Agreement or order form. Unless expressly stated otherwise in that agreement, all fees are non-refundable and exclusive of applicable taxes.
Invoices are due as set out in the applicable Service Agreement or order form. If no payment period is stated there, invoices are due within thirty (30) days of receipt. Late payments may accrue interest at the rate specified in the applicable Service Agreement or order form or, if no rate is specified, at the maximum rate permitted by applicable law. Dealership Accelerator may suspend access to the services for overdue amounts in accordance with the applicable Service Agreement or order form.
Except as otherwise provided in the applicable Service Agreement or order form, Dealership Accelerator may modify fees for any renewal term upon prior notice to Dealer. Any fee changes will become effective at the start of the next renewal term unless otherwise stated in the applicable Service Agreement or order form.
Dealer will use the services in compliance with all applicable laws and regulations. Without limiting the foregoing, Dealer is solely responsible for its and its personnel's compliance with all laws, regulations, industry standards, carrier requirements, and platform policies applicable to calls, text messages, emails, prerecorded or artificial-voice messages, telemarketing, advertising, lead generation, customer outreach, privacy, and data use, including the Telephone Consumer Protection Act, Telemarketing Sales Rule, federal and state do-not-call laws, state telemarketing and “mini-TCPA” laws, CAN-SPAM, and similar applicable laws and requirements. Dealer is solely responsible for determining the recipients, timing, frequency, content, campaigns, call-to-action language, opt-in methods, revocation and opt-out practices, quiet-hours settings, and jurisdictions for its communications sent through or in connection with the services. As between the parties, Dealer makes and controls these decisions for its communications programs, and Dealership Accelerator acts solely as a software and technical service provider on Dealer's behalf and instructions, and not as the sender, initiator, or seller of any such communications, except to the extent expressly stated otherwise in the applicable Service Agreement or order form.
Dealer is responsible for procuring and maintaining all necessary hardware, software, systems, and internet connectivity required to access and use the services. Dealership Accelerator is not responsible for failures, delays, or security issues arising from third-party equipment, software, networks, or services not under Dealership Accelerator's control.
Dealer must reasonably cooperate with Dealership Accelerator during implementation, onboarding, and ongoing configuration of the services, including by providing timely information, approvals, and access to applicable systems as reasonably required for setup and operation of the services.
As between the parties, Dealer retains its rights in the data, contact information, content, and other materials submitted to or made available through the services by or on behalf of Dealer (“Dealer Data”). Dealer grants Dealership Accelerator the limited rights necessary to host, process, transmit, and otherwise use Dealer Data to provide, secure, support, maintain, and improve the services as permitted by the applicable Service Agreement, any applicable data processing terms, Dealership Accelerator's privacy policy, and applicable law. Dealer is solely responsible for the accuracy, quality, legality, and lawfulness of Dealer Data and for obtaining all rights, notices, consents, and other permissions necessary for Dealership Accelerator to process Dealer Data in connection with the services.
Each party will protect the other party's non-public confidential information using reasonable care and will use such information only as permitted under these Terms and the applicable Service Agreement. If the applicable Service Agreement includes confidentiality terms, those terms will control to the extent of any inconsistency with these Terms.
Except for Dealer Data and Dealer's other materials, Dealership Accelerator and its licensors retain all right, title, and interest in and to the services, including all related software, models, workflows, documentation, and intellectual property rights. No rights are granted to Dealer except the limited access and use rights expressly stated in these Terms and the applicable Service Agreement.
Dealer may not use Dealership Accelerator's names, logos, or other trademarks without Dealership Accelerator's prior written consent, except as expressly permitted in the applicable Service Agreement.
To the maximum extent permitted by applicable law, Dealership Accelerator will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenues, goodwill, data, or business interruption, arising out of or relating to the services or these Terms, even if advised of the possibility of such damages. Any monetary liability of Dealership Accelerator arising out of or relating to the services or these Terms will be subject to the limitations, exclusions, and caps set out in the applicable Service Agreement or order form. If the applicable Service Agreement or order form does not specify a cap on liability, Dealership Accelerator’s total aggregate liability arising out of or relating to the services or these Terms will not exceed the fees paid by Dealer for the services giving rise to the claim during the twelve (12) months preceding the event giving rise to the liability.
Dealer will defend, indemnify, and hold harmless Dealership Accelerator and its affiliates, and their respective officers, directors, employees, and agents, from and against any third-party claims, demands, actions, proceedings, damages, judgments, settlements, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Dealer Data; (b) Dealer's or its authorized users' use of the services; (c) Dealer's breach of these Terms or the applicable Service Agreement; (d) Dealer's failure to obtain, maintain, document, or honor legally sufficient consent, opt-in, notice, or authorization for any call, text message, email, prerecorded or artificial-voice message, or other communication sent through or in connection with the services; (e) Dealer's failure to comply with any opt-out, revocation, suppression, internal do-not-call, federal or state do-not-call, quiet-hours, telemarketing registration, or similar requirement; (f) the content, timing, targeting, frequency, recipients, campaign settings, workflows, prompts, templates, instructions, or other configuration choices for communications selected, supplied, approved, or initiated by or for Dealer; or (g) Dealer's actual or alleged violation of the Telephone Consumer Protection Act, Telemarketing Sales Rule, federal or state do-not-call laws, state telemarketing or “mini-TCPA” laws, CAN-SPAM, or similar applicable laws, carrier requirements, or platform-provider policies. Dealer acknowledges that, as between the parties, Dealer is solely responsible for the legal sufficiency of its communications programs, related consents, and compliance practices, and that Dealership Accelerator provides the services solely as a software and technical platform provider on Dealer's behalf and instructions rather than as the sender, initiator, or seller of any communication, except to the extent expressly stated otherwise in the applicable Service Agreement or order form.
The initial term, any renewal terms, and any non-renewal notice requirements will be as set out in the applicable Service Agreement or order form.
Either party may terminate the applicable Service Agreement or affected services for a material breach by the other party if the breach remains uncured after any applicable notice-and-cure period stated in the applicable Service Agreement or, if no period is stated, thirty (30) days after written notice. Dealership Accelerator may suspend or terminate the services immediately for nonpayment, suspected unlawful activity, suspected noncompliance with communications laws, carrier, messaging-provider, or platform-provider requirements, excessive complaints, suspicious or deficient lead sources or consent practices, or use of the services in a manner that may create legal, regulatory, reputational, or security risk for Dealership Accelerator or others.
Upon expiration or termination of the applicable Service Agreement or services, Dealer's access to the terminated services will cease, subject to any post-termination data access, export, or deletion provisions in the applicable Service Agreement or applicable data processing terms. Any amounts accrued or payable before termination will remain due and payable.
Neither party will be liable for any failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, failures of telecommunications or cloud providers, internet or utility outages, or governmental actions.
These Terms and the applicable Service Agreement or order form, and all matters arising out of or relating to them or the services, are governed by the laws of the State of Wyoming, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to any dispute resolution procedures in the applicable Service Agreement or order form, the parties submit to the exclusive jurisdiction and venue of the state and federal courts located in Wyoming for any dispute not otherwise subject to arbitration or informal resolution.
These Terms, together with the applicable Service Agreement or order form and any documents expressly incorporated therein or herein, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous understandings relating to that subject matter. For the avoidance of doubt, these Terms are incorporated into and form part of the applicable Service Agreement or order form, and the applicable signed Service Agreement will control, and if there is no signed Service Agreement, the applicable order form will control, in each case to the extent of any conflict with these Terms.
Dealership Accelerator may update these Terms from time to time by posting revised Terms or otherwise providing notice. Any such updates will apply prospectively, except that no update will materially diminish Dealer's rights or increase Dealer's obligations under an existing Service Agreement during its then-current term unless agreed in writing in the manner required by that Service Agreement.
Dealer may not assign or transfer these Terms or any of its rights or obligations under them without Dealership Accelerator's prior written consent, except as expressly permitted in the applicable Service Agreement. Dealership Accelerator may assign these Terms in whole or in part in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, or to an affiliate.
Formal legal notices under these Terms must be in writing and delivered to the notice addresses set out in the applicable signed Service Agreement or, if none, the applicable order form or the parties' principal business or email addresses then on file. Routine operational notices may be provided electronically through the services, by email, or through Dealer's account.
If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect to the maximum extent permitted by applicable law.
No failure or delay by either party in exercising any right under these Terms will operate as a waiver of that right. Any waiver must be in writing and signed by the party granting the waiver.
To the extent reasonably necessary to verify Dealer's compliance with these Terms, the applicable Service Agreement, or applicable communications-law obligations related to Dealer's use of the services, Dealership Accelerator may request information and supporting documentation from Dealer regarding its use of the services, lead sources, consent records, suppression and opt-out records, campaigns, and compliance practices. Dealer will reasonably cooperate with any such compliance review.
Before initiating formal proceedings, the parties will use commercially reasonable efforts to resolve any dispute informally through designated business representatives. If the applicable Service Agreement or order form contains arbitration, litigation, mediation, or other dispute resolution procedures, those procedures will control.
Dealership Accelerator will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Dealer Data against unauthorized access, use, alteration, or disclosure, taking into account the nature of the services and the information processed. Additional security commitments, if any, will be as set out in the applicable Service Agreement, applicable data processing terms, or other privacy documentation.
Dealership Accelerator uses commercially reasonable measures designed to support continuity of the services, which may include backup and recovery processes appropriate to the nature of the services. Except as expressly stated in the applicable Service Agreement or service level materials, Dealership Accelerator does not guarantee uninterrupted or error-free operation.
Dealer represents, warrants, and covenants that, before transmitting or causing the transmission of any communication through or in connection with the services, Dealer has obtained and will maintain all legally required consents, opt-ins, notices, and authorizations, has provided all legally required disclosures, and has retained records sufficient to demonstrate the foregoing. Dealer is solely responsible for maintaining consent records and honoring revocations, opt-outs, internal do-not-call requests, federal and state do-not-call requests, quiet-hours restrictions, and all other applicable suppression requirements, telemarketing restrictions, and carrier, messaging-provider, or platform-provider requirements. Dealership Accelerator may, but is not obligated to, provide technical tools to facilitate opt-out processing, suppression, do-not-call, quiet hours, or similar compliance functions; Dealer remains solely responsible for determining whether such tools are properly configured, used, and legally sufficient for Dealer's use case.
Dealer controls and is solely responsible for the contacts selected for outreach, the source of those contacts, the content and claims in Dealer-provided or Dealer-approved messages, the campaign settings and workflows, the timing and frequency of outreach, and compliance with applicable communications laws and requirements. As between the parties, Dealer is the sender, initiator, caller, seller, or party on whose behalf such communications are made, to the extent applicable under law, and is the party responsible for the associated communications program. Dealership Accelerator provides software, automation, and related technical services to enable Dealer's communications activities and does not independently determine the recipients, timing, content, or legal sufficiency of Dealer's communications or consents, except to the extent expressly stated otherwise in the applicable signed Service Agreement or order form.
To the extent the services include AI-assisted or automated features, outputs generated by those features may be incomplete, inaccurate, or unsuitable for Dealer's intended use. Dealer is solely responsible for reviewing, approving, and using any AI-assisted outputs, templates, prompts, workflows, campaign configurations, or communications in compliance with applicable law and its own business requirements. Dealership Accelerator does not warrant that AI-assisted outputs will be error-free, legally compliant, or fit for any particular purpose, and may impose usage restrictions or suspend related functionality where reasonably necessary to address legal, carrier, messaging-provider, platform-provider, reputational, or security concerns.
To the extent Dealership Accelerator hosts, builds, or makes available any landing page, webform, chatbot, widget, or similar tool used to collect leads, contact information, or communications consents for Dealer, Dealer is solely responsible for the legality, accuracy, and sufficiency of the associated disclosures, call-to-action language, consent language, offers, claims, collection practices, and compliance with applicable communications laws and requirements, unless the applicable signed Service Agreement expressly states that Dealership Accelerator has assumed responsibility for a specific element in writing. Dealership Accelerator may provide templates or technical functionality for convenience only and does not thereby provide legal advice or assume responsibility for Dealer's compliance obligations. Dealer must review and approve such materials before use and remains responsible for maintaining records of consent and honoring subsequent opt-outs, do-not-call requests, and revocations.
Except as expressly stated in these Terms or the applicable Service Agreement, the services are provided “as is” and “as available.” To the maximum extent permitted by applicable law, Dealership Accelerator disclaims all warranties, conditions, and representations of any kind, whether express, implied, statutory, or otherwise, including any implied warranties or conditions of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranties arising from course of dealing, course of performance, or usage of trade.
Any provision of these Terms that by its nature should survive expiration or termination will survive, including provisions relating to fees and payment, confidentiality, intellectual property, Dealer’s representations, warranties, and indemnification obligations, the communications-compliance provisions, disclaimers of warranties, limitations of liability, governing law, and this Section.
For general questions regarding these Terms, please contact Dealership Accelerator at info@dealershipaccelerator.io. Formal legal notices must be provided in accordance with Section 8.6 and the applicable Service Agreement.