Terms and Conditions

AutoDealReveal, Inc.
8 The Green, Suite A, Dover, DE 19901
Email: support@autodealreveal.com

Effective Date: February 18, 2025


1. Agreement Overview

These Terms and Conditions (this “Agreement”) constitute a legally binding contract between AutoDealReveal, Inc., a Delaware corporation (“AutoDealReveal,” “we,” “us,” or “our”), and the dealership entity identified in the applicable service order, registration form, subscription agreement or Service Order Agreemeent(“Client” or “you”). This Agreement governs Client’s access to and use of AutoDealReveal’s software-as-a-service platform, associated services, features, integrations, documentation, and related support (collectively, the “Services”).

By accessing or using the Services, signing a Service Order, or otherwise indicating your acceptance, you agree to be bound by this Agreement. If you do not agree, do not access or use the Services.

 

2. Definitions

For purposes of this Agreement:

  • “Access Credentials” means any unique username, password, security key, or other credentials used to access the Services.
  • “Affiliate” means any entity controlling, controlled by, or under common control with a party.
  • “Authorized User” means any individual authorized by Client to access and use the Services on its behalf.
  • “Client Data” means data, content, or information provided, uploaded, transmitted, or otherwise made available to AutoDealReveal by Client or its Authorized Users, including PII, inventory data, and other business data.
  • “Confidential Information” means all nonpublic, proprietary, or confidential information disclosed by one party to the other, whether orally or in writing.
  • “Documentation” means written instructions, manuals, specifications, or help files describing the features or operation of the Services.
  • “Effective Date” means the date Client first accesses the Services or executes a Service Order.
  • “Harmful Code” means any virus, malware, or code intended to disrupt, disable, or damage systems or data.
  • “Intellectual Property Rights” means all rights under patent, copyright, trademark, trade secret, or other intellectual property law.
  • “PII” means personally identifiable information relating to an individual consumer, including but not limited to name, email, phone number, or other identifying data.
  • “Service Order” means any ordering document or online registration executed by Client for the Services.
  • “Software” means AutoDealReveal’s proprietary software platform and associated modules provided as part of the Services.
  • “Third-Party Materials” means software, data, or services not owned by AutoDealReveal but provided in connection with the Services.

 

3. Provision of Services

3.1 Access Rights. Subject to this Agreement and Client’s payment obligations, AutoDealReveal grants Client a limited, non-exclusive, non-transferable, revocable right to access and use the Services during the Term for its internal business operations.

3.2 Availability. AutoDealReveal shall use commercially reasonable efforts to make the Services available 24/7, excluding (a) scheduled maintenance, (b) downtime caused by events beyond AutoDealReveal’s reasonable control, and (c) suspensions permitted under this Agreement.

3.3 Service Modifications. AutoDealReveal may modify the Services at any time to improve functionality, comply with applicable laws, or enhance security. AutoDealReveal will use commercially reasonable efforts to notify Client of material changes.

3.4 Subcontractors. AutoDealReveal may use subcontractors or third-party service providers to perform portions of the Services, provided AutoDealReveal shall remain responsible for their performance.

 

4. Client Responsibilities

4.1 Use Restrictions. Client shall not knowingly or intentionally and shall not permit any Authorized User or third party to:
a. Copy, modify, or create derivative works of the Services;
b. Rent, lease, sell, sublicense, or distribute the Services;
c. Reverse engineer, disassemble, or decompile the Services;
d. Circumvent or disable security or access controls;
e. Access the Services to build a competing product;
f. Introduce Harmful Code into the Services;
g. Use the Services to violate any law, including the Telephone Consumer Protection Act (TCPA) or privacy laws.

4.2 Access Credentials. Client is responsible for maintaining the confidentiality and security of Access Credentials and for all activities under its accounts. AutoDealReveal is not liable for unauthorized access due to the Client’s failure to safeguard credentials.

4.3 Consent Obligations. Client is solely responsible for obtaining all legally required consents from consumers for the collection, processing, storage, and use of PII, including consent to send any text messages, emails, or other communications. AutoDealReveal disclaims all liability for Client’s failure to obtain such consents.

4.4 Client Systems. Client is responsible for providing and maintaining all network connections, hardware, software, and other infrastructure necessary to access the Services.

 

5. Data and Security

5.1 Data Ownership. As between the parties, Client retains all right, title, and interest in and to Client Data. During the Term of this Agreement and until this Agreement is terminated by one of the Parties, Client grants AutoDealReveal a non-exclusive, worldwide, royalty-free license to host, use, process, transmit, and store Client Data solely for the purpose of providing the Services.  Under no circumstances shall AutoDealReveal share, provide, transmit, permit access to any Client Data to any other dealership, dealership group, affiliates of dealerships or dealerships groups during the Term of this Agreement or thereafter.

5.2 PII and Compliance. Client acknowledges that AutoDealReveal processes PII on behalf of Client. Client represents and warrants that it has provided all necessary notices and obtained all necessary consents to allow AutoDealReveal to process PII in accordance with applicable laws.

5.3 Security. AutoDealReveal shall implement and maintain commercially reasonable administrative, technical, and physical safeguards to protect Client Data from unauthorized access, loss, or disclosure. However, Client acknowledges that no system is completely secure, and AutoDealReveal makes no guarantee against security incidents.

5.4 Data Use and Aggregation. AutoDealReveal may compile, anonymize, and aggregate Client Data with other data for analytical, statistical, and product improvement purposes only, provided that such data cannot reasonably identify Client or its customers.

 

6. Fees and Payment

6.1 Fees. Client shall pay all fees set forth in the applicable Service Order. All payments are due within thirty (30) days of invoice unless otherwise specified.

6.2 Late Payments. Late payments may accrue interest at 1.5% per month or the highest rate permitted by law. AutoDealReveal may suspend Services if payments are more than thirty (30) days overdue.

6.3 Taxes. Fees are exclusive of applicable taxes, which Client shall pay except for taxes based on AutoDealReveal’s net income.

 

7. Intellectual Property

7.1 Ownership. AutoDealReveal retains all right, title, and interest in and to the Services, Software, Documentation, and all associated Intellectual Property Rights. No rights are granted to Client except as expressly set forth in this Agreement.

7.2 Feedback. Any feedback, suggestions, or improvements provided by Client may be used by AutoDealReveal without restriction or compensation.

 

8. Confidentiality

8.1 Obligations. Each party agrees to use the other’s Confidential Information solely for the purpose of performing under this Agreement and not to disclose it to any third party except as necessary to perform its obligations.

8.2 Exceptions. Confidential Information does not include information that (a) is publicly known, (b) was lawfully known by the receiving party before disclosure, (c) is received from a third party without breach of confidentiality, or (d) is independently developed.

8.3 Legal Disclosure. A party may disclose Confidential Information if required by law, provided it gives prior notice (unless prohibited) and cooperates in seeking protective measures.

 

9. Representations and Warranties

9.1 Mutual Warranties. Each party represents and warrants that it has the legal power and authority to enter into this Agreement.

9.2 AutoDealReveal Warranties. AutoDealReveal warrants that the Services will materially conform to the Documentation. Client’s exclusive remedy for a breach of this warranty is for AutoDealReveal to repair or replace the nonconforming Services.

9.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED “AS IS” AND AUTODEALREVEAL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. AUTODEALREVEAL DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED.

 

10. Indemnification

10.1 By AutoDealReveal. AutoDealReveal shall defend and indemnify Client from claims alleging that the Services infringe any U.S. intellectual property right, provided Client reasonably notifies AutoDealReveal and reasonably cooperates in the defense.

10.2 By Client. Client will defend and indemnify AutoDealReveal from any claim arising out of: (a) Client Data, if said claim arises from Client's negligence, (b) Client’s violation of law, (c) Client’s use of the Services in violation of this Agreement, or (d) Client’s failure to obtain required consents.

10.3 Mitigation. If the Services are found to infringe, AutoDealReveal may modify the Services, procure rights, or terminate the Agreement and refund unused prepaid fees.

 

11. Limitation of Liability

11.1 No Consequential Damages. Unless due to Autodealreveal's negligence, AUTODEALREVEAL's shall not be liable for indirect incidental, special, consequential, or punitive damages, including lost profits, even if advised of their possibility.

11.2 Liability Cap. unless due to autodealreveals’ negligence, AUTODEALREVEAL’S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT PAID BY CLIENT TO AUTODEALREVEAL IN THE 12 MONTHS PRECEDING THE CLAIM.

 

12. Term and Termination

12.1 Term. This Agreement begins on the Effective Date and continues until terminated as provided herein.

12.2 Termination for Cause. Either party may terminate if the other materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice.

12.3 Termination for Insolvency. Either party may terminate immediately if the other becomes insolvent or enters bankruptcy.

12.4 Effect of Termination. Upon termination, all licenses terminate, and Client must cease use of the Services. AutoDealReveal will delete Client Data within a commercially reasonable time unless retention is required by law.

 

13. Governing Law and Dispute Resolution

13.1 Governing Law. This Agreement and any dispute, claim, or controversy arising out of or relating to it shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of laws principles.

13.2 Arbitration. Except for claims involving intellectual property rights, gross negligence, or breach of confidentiality, any dispute, controversy, or claim arising out of or in connection with this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted before a single arbitrator seated in Chicago, Illinois. Judgment on the arbitration award may be entered in any court having jurisdiction thereof.

13.3 Venue and Jurisdiction. For any action not subject to arbitration (including actions for injunctive relief or intellectual property disputes), each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in Cook County, Illinois, and waives any objection to venue or forum non conveniens.

13.4 Injunctive Relief. Nothing in this section prevents either party from seeking temporary or preliminary injunctive relief in a court of competent jurisdiction to prevent irreparable harm pending resolution of the arbitration.

 

14. Miscellaneous

14.1 Assignment. Client may not assign this Agreement without AutoDealReveal’s prior written consent.

14.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements.

14.3 Amendments. AutoDealReveal may amend these Terms & Conditions upon written notice or by posting an updated version on its website. Continued use constitutes acceptance.

14.4 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14.5 No Third-Party Beneficiaries. This Agreement confers no rights or benefits upon any third parties.

14.6 Notices. All notices must be in writing and delivered to the addresses below (or as updated by either party in writing):

 

BY USING THE SERVICES OR SIGNING A SERVICE ORDER, CLIENT ACKNOWLEDGES THAT IT HAS READ, UNDERSTANDS, AND AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS.