DealerXT’s Terms & Conditions

Effective June 1, 2018

These Terms govern your use of DealerXT’s features, apps, services, technologies, training and educations materials, and the software we offer.

1. Our Services Our mission is to provide Vehicle Dealers and their Customers, protections during the vehicle sales process. It is also our mission to provide certain training and educational material to Dealers and their staff to create a more professional workforce in the vehicle sales industry that is generally aware of laws regulating the vehicle sales industry, and dealing with Customers in an ethical manner. To help advance these goals, we provide certain training and education materials to Dealers and their staff, as well we provide software that documents and automates the sales process in a manner which aids Dealers in standardizing its processes.You agree that from time to time, DealerXT may adjust its prices for its services, applications and equipment, including but not limited to requirement of sign-up or set-up fees, increased monthly subscription fees, the charge for its equipment and tablets, requiring security fees for its equipment, additional fees for additional modules or enhancements to your existing service and modules, and other fees and costs DealerXT deems appropriate at it sole discretion. You will be notified of such increased fees before they occur, at which time you may decide to continue to use Dealer XT’s services or terminate them. Your continued usage of DealerXT is your consent to any pricing adjustment made by DealerXT.DealerXT is NOT a law firm and does NOT provide legal services for anyone, including the Consumer, Dealers, or the Dealer’s staff.
2. Our Data Policy and Your Privacy Choices To provide these services, and as part of State and Federal legally mandated requirements, we must collect and use the following information (“Information”):
   • Customer’s Personal Information. The Customer’s name, address, driver’s license or identification number and other information contained in Customer’s driver’s license or identification card such as date of birth, and gender are collected and maintained. We also collect and maintain Customer signatures on various disclosures and documents, the customer’s email address, and their contact telephone number.
   • Vehicle Information. Information about the vehicle the Customer may purchase, lease, or test drive, including its Vehicle Identification Number (VIN), mileage, and condition are collected and maintained. DealerXT may also collect information regarding the sale/lease including the sales or lease transaction amount, and other documents executed by or given to the Customer at the time of sale/lease.
   • Customer’s Instructions. Customer’s instructions to the Dealer at the time of purchase of the vehicle.
   • Dealer’s Information. We collect name and contact information of the Dealer and information regarding its salespersons, F&I staff, and other managers. If subscribed to, we also collect information regarding the Dealer’s staff’s training and education history of DealerXT’s training modules.
   • Transaction Information. We collect information regarding the time and date of certain events during the sales process. We detail our practices in the Data Usage Statement which you must agree to in order to use our Services. The Data Usage Statement is found at www.dealerxt.com.A Dealer shall have the right to revoke the express consents contained in these Terms & Conditions by providing a 10-day written notice to DealerXT. Upon revocation of these express terms by Dealer, DealerXT will no longer provide services to Dealer and the agreement between Dealer & DealerXT is considered terminated, however, any Customer’s authorizations and consents remain in place until terminated by Consumer. Upon termination of this Agreement, you shall have 30 days to retrieve any data or information of Yours which you wish. After 30 days, you may make additional arrangements with DealerXT for the retrieval of your data which shall include fees and costs of DealerXT.
3. Your Commitments to Dealer XT. We provide these services to Dealers and Customers to help advance our mission. In exchange, we need Dealers to make the following commitments:
   1. Provide accurate information about yourself, including your email address.
      • You will not share your password, give access of your DealerXT account to others, or transfer your account to anyone else (without our permission).
        You cannot use DealerXT if:
      • You are not an authorized vehicle dealer with a valid vehicle Dealer from the state that you operate in.
      • We previously disabled your account for violations of our terms or policies.
      • You are prohibited from receiving our products, services, or software under applicable laws.
   2. You agree not to engage in the conduct described below (or to facilitate or support others in doing so):
      
      1. You may not use our Services to do any of the following:
         
         • That violates these Terms, and other terms and policies that apply to your use of Dealer XT.
         • That is unlawful, misleading, discriminatory or fraudulent.
         • That infringes or violates someone else’s rights.
      2. You may not upload viruses or malicious code or do anything that could disable, overburden, or impair the proper working or appearance of our Services.
      3. You may not access or collect data from our Products using automated means (without our prior permission) or attempt to access data you do not have permission to access.
         We may take action against your account, for the reasons described above or below. We may also disable your account if you repeatedly infringe other people’s intellectual property rights.
   3. The permissions you give us
      We need certain permissions from you to provide our services:
      1. Permission to use your content and your information: Dealer and Customers own their respective Information provided to DealerXT, and nothing in these Terms takes away the rights each has to their own content. Each is free to share their content with anyone else, wherever they want. To provide our services, though, these Terms & Conditions constitute a Dealer’s express written consent to us that the we can use the Information stated above in accordance with DealerXT’s Data Usage Statement.
      2. Specifically, Dealers permit us access to personally identifiable consumer data to the extent necessary to do any of the following:(i) protect against, or prevent actual or potential fraud, unauthorized transactions, claims, or other liability, or to protect against breaches of confidentiality or security of consumer records.(ii) comply with institutional risk control or to resolve consumer disputes or inquiries.(iii) comply with federal, state, or local laws, rules, and other applicable legal requirements, including lawful requirements of a law enforcement or governmental agency. (iv) comply with lawful requirements of a self-regulatory organization or as necessary to perform an investigation on a matter related to public safety.(v) comply with a properly authorized civil, criminal, or regulatory investigation, or subpoena or summons by federal, state, or local authorities.(vi) make other use of personally identifiable consumer data with the express written consent of the consumer that has not been revoked by the consumer.
      3. When Dealers upload content that is covered by intellectual property rights (like photos) in connection with our Services, you grant us a non-exclusive, transferable, sub-licensable, royalty-free, and worldwide license to host, use, distribute, modify, run, copy, publicly perform or display, translate, and create derivative works of your content, including statistical and analytical data. This means, for example, that if you share a photo on Dealer XT, you give us permission to store, copy, and share it with others such as service providers that support our service or other Dealer XT Services you use. This license shall continue even if a Dealer’s account is inactivated or terminated.
      4. Permission to use Vehicle Dealer’s name, profile picture, and information about their transactions: Vehicle Dealers give us permission to use their name and other information about the transactions they conduct on DealerXT, without any compensation to the Vehicle Dealer.
      5. Permission to update software you use or download: If you download or use our software, you give us permission to download and install upgrades, updates, and additional features to improve, enhance, and further develop it.
   4. Limits on using our intellectual property
      If you use content covered by intellectual property rights that we have and make available in our Products (for example, images, designs, videos, or sounds we provide that you add to content you create or share on DealerXT), we retain all rights to that content (but not yours). You can only use our copyrights, trademarks, and/or patents in conjunction with being a paid user of the DealerXT account. You must obtain our written permission to modify, create derivative works of, decompile, or otherwise attempt to extract source code from us.
4. Billing & Cancellations

   I understand that this membership will remain in effect until I cancel it in writing via e-mail to support@dealerxt.com, and I agree to notify DealerXT in writing of any changes in my account information or termination of this membership at least 14 days prior to the next billing date. If the above-noted payment dates fall on a weekend or holiday, I understand that the payments may be executed on the next business day.

   I understand if I terminate my subscription to DealerXT at any time, no refunds will be provided for partially unused days or months.

   In the case of a credit card transaction being rejected for any reason, I understand that DealerXT may at its discretion attempt to process the charge again. DealerXT will send notifications via phone, email, and/or SMS and my service might get interrupted if payment has not been received within 14 days after the card transaction was rejected. I certify that I am an authorized user of the credit card provided and will not dispute these scheduled transactions with my bank or credit card company so long as the transactions correspond to the terms indicated in the package I chose and the Terms & Conditions herein.

   I understand that DealerXT will charge for my monthly subscription according to the selected plan at the moment of sign up, which is related to the estimated number of cars I sell on a monthly basis and whether I have a Franchise or Independent Dealership. DealerXT will review the account every 30 days after the initial signup date. In any given month, if I sell more cars within that month than the number I provided to DealerXT at the time of signup, DealerXT will proceed without notification to upgrade the account in the next billing cycle according to the new number of cars sold. In case of an upgrade, the prices will be the following: Basic Plan: $5.00 per additional car per month, Plus Plan: $6.00 per additional car per month, Recommended Plan: $7.00 per additional car per month. DealerXT may or may not notify me of said changes.

   I understand that DealerXT will charge for my annual subscription according to the selected plan at the moment of sign up, which is related to the estimated number of cars I sell on a monthly basis and whether I have a Franchise or Independent Dealership. DealerXT will review the account every 30 days after the initial signup date. In any given month, if I sell more cars within that month than the number I provided to DealerXT at the time of signup, DealerXT will proceed without notification to upgrade the account in the next billing cycle according to the new number of cars sold. In case of an upgrade, the prices will be the following: Basic Plan: $5.00 per additional car per month, Plus Plan: $6.00 per additional car per month, Recommended Plan: $7.00 per additional car per month. DealerXT may or may not notify me of said changes.

   If you want to upgrade or downgrade your current plan, you should contact your Dealer Success Specialist at support@dealerxt.com

5. Additional provisions
   1. Updating our Terms
      From time to time we attempt to improve our services and develop new features to make our Products better for you. As a result, we may need to update these Terms from time to time to accurately reflect our services and practices. Unless otherwise required by law, we will notify you before we make changes to these Terms and give you an opportunity to review them before they go into effect. Once any updated Terms are in effect, you will be bound by them if you continue to use our Products.
   2. Account suspension or termination
      If we determine that you have violated our terms or policies, we may take action against your account to protect our Dealers, their Customers, and services, including by suspending access to your account or disabling it. We may also suspend or disable your account if you create risk or legal exposure for us or when we are permitted or required to do so by law. Where appropriate and feasible, we will notify you about your account the next time you try to access it. If you delete or we disable your account, these Terms shall terminate as an agreement between you and us, but the following provisions will remain in place subject to Consumer authorizations and consents: 3, 4.2-4.5.
   3. Limits on liability
      We work hard to provide the best Products we can and to specify clear guidelines for everyone who uses them. Our Products, however, are provided “as is,” and we make no guarantees that they always will be safe, secure, or error-free, or that they will function without disruptions, delays, or imperfections. To the extent permitted by law, we also DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. For example, we do not guarantee that a Dealer will not be sued by a Consumer as a result of using DealerXT’s educational and training software or any of its applications. We do not represent that DealerXT’s educational and training software and content protects Dealers for all lawsuits or all claims in lawsuits. You acknowledge that DealerXT’s educational software does not encompass all laws. Additionally, we do not control or direct other third parties’ products or services that they provide to us, or is embedded in our products. For example, we have no control over the functionality of driver’s license, identification, or vehicle scanning software. We cannot predict when issues might arise with our Products or what claims are made in a lawsuit. Accordingly, our liability shall be limited to the fullest extent permitted by applicable law, and under no circumstance will we be liable to you for any lost profits, revenues, information, or data, or consequential, special, indirect, exemplary, punitive, attorney’s fees, costs, or incidental damages arising out of or related to these Terms or the Dealer XT Products, even if we have been advised of the possibility of such damages. Our aggregate liability arising out of or relating to these Terms or the Dealer XT Products will not exceed the greater of $100 or the amount you have paid us in the previous six months, less any cost of any tablets and/or other equipment of ours that you retain.
   4. Disputes
      We try to provide clear rules so that we can limit or hopefully avoid disputes between you and us. If a dispute does arise, however, it’s useful to know upfront where it can be resolved and what laws will apply. For any claim, cause of action, or dispute you have against us that arises out of or relates to these Terms or the Dealer XT Products (“claim”), you agree that it will be resolved exclusively in the U.S. District Court for the Northern District of California or a state court located in Santa Clara County. You also agree to submit to the personal jurisdiction of either of these courts for the purpose of litigating any such claim, and that the laws of the State of California will govern these Terms and any claim, without regard to conflict of law provisions.
      DealerXT as “inactive.”
   5. Other
      
      1. These Terms make up the entire agreement between you and Auto Compliance Team, LLC. (dba DealerXT), regarding your use of our Services. They supersede any prior agreements.
      2. If any portion of these Terms are found to be unenforceable, the remaining portion will remain in full force and effect. If we fail to enforce any of these Terms, it will not be considered a waiver. Any amendment to or waiver of these Terms must be made in writing and signed by us.
      3. You will not transfer any of your rights or obligations under these Terms to anyone else without our consent.
      4. You may designate a person to manage your account if it is memorialized. Only your contact or a person who you have identified in a valid will or similar document expressing clear consent to disclose your content upon death or incapacity will be able to seek disclosure from your account after it is memorialized.
      5. These Terms do not confer any third-party beneficiary rights. All of our rights and obligations under these Terms are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise.
      6. You should know that we may need to change the username for your account in certain circumstances.
      7. We always appreciate your feedback and other suggestions about our products and services. But you should know that we may use them without any restriction or obligation to compensate you, and we are under no obligation to keep them confidential.
      8. We reserve all rights not expressly granted to you.
         
         ELECTRONIC SIGNATURE (E-SIGN) AND UNIFORM ELECTRONIC TRANSACTIONS ACT (UETA) DISCLOSURE Electronic Delivery of Communications
         Customer and Dealer agree and consent to receive electronically all communications, agreements, notices, documents and disclosures relating to any agreement signed between the Dealer and Customer, these Terms and Conditions, and Customer’s and Dealer’s use of the DealerXT Platform (collectively, “Communications”). Communications include agreements Customer has agreed to (for example, and not by way of limitation, these Terms & Conditions and DealerXT’s Data Policy), including updates to these agreements or policies; any disclosures; transaction receipts or confirmations; statements, photos, and transaction history; and any other transaction information or other information related to any agreements between Customer and Dealer.DealerXT will provide Communications to Customer by emailing them at the email address designated by the Customer or by their mailing address on their driver’s license number. DealerXT will provide Communications to the Dealer either by emailing them to the Dealer, mailing them to Dealer’s address, or posting them on the web site in their account.
      9. Hardware and Software Requirements
         In order to access and retain electronic Communications, Dealer will need the following computer hardware and software: a computer with an Internet connection; current “web browser” that includes 128-bit encryption with cookies enabled; a current version of Adobe Acrobat Reader to open documents in pdf format; a valid email address (the primary email address designated by You); and sufficient storage space to save past Communications or an installed printer to print them. How to Withdraw Your Consent
         You have the right to withdraw Your consent at any time. To withdraw consent, You may send a written request by regular mail to DealerXT at 1 Almaden Blvd, Suite 810, San Jose, Ca. 95113. Customers may also withdraw consent by clicking on “unsubscribe” in the first email sent to them. If consent is withdrawn, DealerXT reserves the right to discontinue Your access to the Website, tablet, and terminate any and all agreements with You, and/or charge You additional fees for paper copies.Requesting Paper Copies of Electronic Communications
         If, after You consent to receive Communications electronically, You would like a paper copy of a Communication DealerXT previously sent You, You may request a copy within one hundred eighty (180) days of the date DealerXT provided the Communication to You by contacting DealerXT as described above. DealerXT will send Your paper copy to You by U.S. mail. In order for DealerXT to send paper copies to You, You must have a current street address on file with DealerXT as Your primary mailing address. If You request paper copies, You understand and agree that DealerXT may charge You a Paper Communications Fee for each Communication at the current rate, which shall not be less than $25.00 USD. 
      10. Updating Your Contact Information
          You are responsible for keeping Your primary email address on file with DealerXT up to date so that DealerXT can communicate with You electronically. A Customer made do so by sending a written request by regular mail to DealerXT at 1 Almaden Blvd, Suite 810, San Jose, Ca. 95113. You understand and agree that if DealerXT sends You an electronic Communication but You do not receive it because Your primary email address on file is incorrect, out of date, blocked by Your Internet service provider, or You are otherwise unable to receive electronic Communications, DealerXT still will be deemed to have provided the Communication to You. If You use a spam filter or other technology that blocks or re-routes emails from senders not listed in Your email address book, You must add DealerXT to Your email address book so that You will be able to receive the Communications DealerXT sends to You. A Dealer can update their primary email address through the DealerXT web site at www.dealerxt.com. A Dealer can update their street address at any time by sending the updated information to DealerXT (a) by regular mail to 1 Almaden Blvd, Suite 810, San Jose, Ca. 95113. If a Dealer withdraws consent to have Communications be received electronically, DealerXT reserves the right to discontinue Dealer’s access to the Website, terminate any and all agreements with You, and/or deem any and all of Your accounts with DealerXT as “inactive.”