Terms of Service

These Terms of Service (the "Terms") govern your access to and use of the websites, software, AI features and related services (together, the "Services") provided by Dealer Apex LLC, a Wyoming limited liability company ("DealerApex", "we", "us" or "our"), including dealerapex.ai, the DealerApex dealer console and the storefront websites we build and host for our customers.

By accessing or using the Services, you agree to these Terms. If you use the Services on behalf of a dealership or other business, you agree to them on that business's behalf and confirm you have authority to do so; "you" and "Customer" then mean that business. If you do not agree, do not use the Services.

Who these Terms apply to

DealerApex sells software and services to automotive dealers. These Terms apply to three groups:

• Customers — dealerships and other businesses that subscribe to the Services under an order form, proposal or similar document signed or accepted by both parties (an "Order Form").
• Authorized users — the employees and contractors a Customer allows to use the dealer console.
• Visitors — anyone browsing dealerapex.ai or contacting us through it.

If you are shopping for a vehicle on a dealer's website that we host, your relationship is with that dealer. The dealer sets its own prices, inventory, offers and policies, and its own terms and privacy policy apply to your dealings with it. DealerApex is not a dealer, does not sell vehicles and is not a party to any transaction between you and a dealer.

Where an Order Form conflicts with these Terms, the Order Form controls for that Customer.

The Services

Depending on the Customer's plan, the Services may include a hosted dealer website, inventory display and syndication, lead capture and routing, analytics and reporting, AI-assisted search, chat and back-office tools, integrations with third-party systems such as inventory feeds, CRMs and dealer management systems, and custom software. We may improve, change or discontinue features over time. We will not materially reduce the core functionality of a paid subscription during its current term without notice.

Eligibility and accounts

You must be at least 18 years old and able to enter a binding contract to use the Services. The Services are offered to businesses and individuals in the United States.

Console accounts are issued to individual authorized users. You are responsible for keeping your login credentials confidential, for the activity that happens under your account, and for giving us accurate information. Customers are responsible for their authorized users' compliance with these Terms and for removing access for anyone who should no longer have it. Tell us promptly at [email protected] if you believe an account has been compromised.

Fees and payment

Fees, billing frequency, subscription term and any setup charges are set out in the Customer's Order Form. Unless the Order Form says otherwise:

• fees are billed in advance, in US dollars, and are due within 30 days of the invoice date;
• fees do not include sales, use or similar taxes, which the Customer is responsible for (other than taxes on our income);
• fees already paid are non-refundable, except where these Terms or the law say otherwise; and
• subscriptions renew for successive terms of the same length unless either party gives notice of non-renewal at least 30 days before the current term ends.

If an undisputed invoice is more than 15 days overdue, we may suspend the Services after giving written notice. Third-party costs passed through at the Customer's request, such as advertising spend or vendor fees, are the Customer's responsibility.

Customer content and data

You own your data. As between you and us, the Customer owns the content and data it or its users provide to the Services, and the data the Services collect on its behalf — including inventory, pricing, photos, copy, leads, customer records and sales data ("Customer Data").

You grant us a worldwide, non-exclusive, royalty-free licence to host, copy, process, transmit, display and adapt Customer Data only as needed to provide, secure and support the Services, to comply with law, and as described in our Privacy Policy. For example, publishing a Customer's inventory on its website and passing a lead to its CRM are both uses under this licence.

We may create aggregated or de-identified data from use of the Services — data that does not identify the Customer or any individual — and use it to operate, benchmark and improve the Services.

You are responsible for Customer Data and confirm that:

• you have the rights and permissions needed to provide it to us and to let us use it as described here;
• the vehicle information, prices, offers, disclosures and other advertising content shown on your website are accurate and comply with applicable law, including federal and state rules on vehicle advertising, pricing and financing disclosures;
• you have given any notices and obtained any consents the law requires for the data you collect through the Services and for the way you contact the people in it, including under the Telephone Consumer Protection Act; and
• your own website privacy policy accurately describes how your dealership uses shopper information.

We process personal information in Customer Data on the Customer's behalf and following its instructions, as described in our Privacy Policy.

Acceptable use

You may not, and may not allow anyone else to:

• use the Services to break any law, or to publish false, misleading, defamatory or infringing content;
• send spam or unsolicited messages, or contact anyone without the consent the law requires;
• upload malware or interfere with the integrity, security or performance of the Services;
• attempt to access accounts, data or systems you are not authorized to access, or probe, scan or test the Services for vulnerabilities without our written permission;
• scrape, crawl or harvest data from the Services or from other customers' websites by automated means, except through features we provide for that purpose;
• copy, modify, reverse engineer or create derivative works of the Services, except where the law expressly allows it;
• resell, sublicense or provide the Services to third parties except as an Order Form permits; or
• use the Services to build a competing product.

We may remove content or suspend access that we reasonably believe violates this section, and will tell you when we do unless the law or an urgent security concern prevents it.

AI features

Some features use artificial intelligence to generate text, answers, summaries, descriptions or recommendations ("AI Output"). AI Output can be inaccurate, incomplete or out of date. You are responsible for reviewing AI Output before you rely on it or publish it, especially vehicle details, prices, financing terms and anything said to a customer.

To provide these features we send the relevant inputs and Customer Data to AI model providers that process it on our behalf, under terms that do not allow them to use it to train their own models. As between you and us, you own the AI Output generated from your inputs, subject to the rights in these Terms.

Third-party services

The Services connect to products we do not control, such as inventory providers, CRMs, dealer management systems, listing marketplaces, financing and credit-application tools, review platforms, analytics tools and advertising pixels. Your use of those products is governed by your agreements with their providers. We are not responsible for third-party services, for their availability, or for data once it has been sent to a third-party service at your direction. If a third party changes or withdraws an integration, we may have to change or remove the related feature.

Communications and marketing consent

If you tick the consent box on a form, you agree that DealerApex may contact you by call, text and email at the number and address you gave us, including by autodialled or prerecorded message. Consent is not a condition of any purchase.

You can withdraw it at any time: reply STOP to any text, use the unsubscribe link in any email, or email [email protected]. Message and data rates may apply.

Message frequency varies. Reply HELP to any text for help. Mobile carriers are not liable for delayed or undelivered messages. We do not share your mobile number or messaging consent with third parties for their own marketing.

Separately, if you are a Customer or authorized user, we will send you service messages about your account, billing, security and changes to the Services. These are part of the Services and are not marketing.

Intellectual property

The Services — including our software, templates, designs, documentation and the DealerApex name and logos — are owned by DealerApex or its licensors and are protected by intellectual property laws. Subject to these Terms and payment of applicable fees, we grant the Customer a non-exclusive, non-transferable right during its subscription term to access and use the Services for its internal business purposes. All rights not expressly granted are reserved.

If you send us suggestions or feedback, we may use them without restriction or obligation to you.

We may show a small "Powered by DealerApex" credit on websites we host, and may name a Customer as a client in our marketing unless it asks us in writing not to.

Confidentiality

Each party may receive non-public business, technical or financial information from the other ("Confidential Information"). The receiving party will use it only to perform under these Terms, will protect it with at least reasonable care, and will share it only with its employees, contractors and advisers who need it and are bound by similar obligations. This does not apply to information that is or becomes public through no fault of the receiving party, that it already lawfully had, that it receives lawfully from someone else, or that it develops independently. A party may disclose Confidential Information where the law requires it, after giving the other party notice where legally permitted.

Availability and support

We work to keep the Services available and secure, but they may occasionally be unavailable for maintenance, upgrades or reasons outside our control. Where we can, we schedule planned maintenance outside normal dealership hours. Support is available by email at [email protected], and an Order Form may set out additional support or service levels.

Disclaimers

Except as expressly stated in these Terms or an Order Form, the Services are provided "as is" and "as available". To the fullest extent the law allows, DealerApex disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title and non-infringement, and any warranty that the Services will be uninterrupted, error-free or free of harmful components. We do not guarantee any particular number of visitors, leads, sales, search rankings or other business result.

Limitation of liability

To the fullest extent the law allows:

• neither party is liable for any indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, goodwill or data, even if it was told they were possible; and
• each party's total liability arising out of or relating to these Terms or the Services is limited to the greater of the fees the Customer paid us in the 12 months before the event giving rise to the claim, or US$100.

These limits do not apply to a Customer's obligation to pay fees, to either party's indemnification obligations, or to liability that cannot be limited by law, such as liability for fraud.

Indemnification

The Customer will defend and indemnify DealerApex against third-party claims, and the resulting losses, damages and reasonable legal fees, arising from Customer Data, the Customer's advertising and communications, or its breach of these Terms or applicable law.

DealerApex will defend and indemnify the Customer against third-party claims alleging that the Services, as provided by us, infringe that third party's intellectual property rights. This does not cover claims caused by Customer Data, by content or designs the Customer supplied or directed, by third-party services, or by use of the Services in breach of these Terms.

The indemnified party must notify the other promptly, let it control the defence and settlement, and cooperate reasonably.

Term and termination

These Terms apply from your first use of the Services until your use ends. A Customer's subscription runs for the term in its Order Form.

Either party may terminate a subscription if the other materially breaches these Terms and does not cure the breach within 30 days of written notice. We may suspend or terminate access immediately if needed to prevent harm to the Services, other customers or the public, or as the law requires.

When a subscription ends, the Customer's access to the Services ends and any unpaid fees for the term become due. For 30 days afterwards, the Customer may ask us for an export of its Customer Data in a standard format. We will then delete or de-identify it within a reasonable time, except where the law requires us to keep it. A domain name the Customer owns remains the Customer's. Sections that by their nature should survive termination — including fees owed, ownership, confidentiality, disclaimers, limitation of liability and indemnification — survive it.

Changes to these Terms

We may update these Terms from time to time. We will post the updated version on this page with a new effective date and, if a change is material, notify Customers by email or in the console at least 30 days before it takes effect. If you keep using the Services after an update takes effect, you accept the updated Terms. Changes do not apply retroactively to disputes that arose before them.

Governing law and disputes

These Terms are governed by the laws of the State of Wyoming, without regard to its conflict-of-laws rules. Before filing a claim, each party agrees to try in good faith to resolve the dispute informally for at least 30 days after written notice. Any dispute that is not resolved will be brought only in the state or federal courts located in Wyoming, and both parties consent to the jurisdiction of those courts. Either party may seek temporary injunctive relief in any court to protect its intellectual property or Confidential Information.

General

• Entire agreement. These Terms, any Order Form and our Privacy Policy are the entire agreement between you and us about the Services and replace any earlier understandings.
• Assignment. You may not assign these Terms without our written consent, except to a successor of your entire business. We may assign them in connection with a merger, acquisition or sale of all or substantially all of our assets.
• Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, such as natural disasters, outages of major internet or hosting providers, labour disputes or government action. This does not excuse payment obligations.
• Independent parties. The parties are independent contractors. Nothing in these Terms creates a partnership, agency or employment relationship.
• Notices. We may give notices by email to the address on your account or by posting in the console. Legal notices to us must be sent to [email protected] and in writing to Dealer Apex LLC, 30 N Gould St Ste N, Sheridan, WY 82801.
• Electronic communications. You agree that notices, agreements and other communications we provide electronically satisfy any legal requirement that they be in writing.
• Waiver and severability. A failure to enforce a provision is not a waiver of it. If a provision is found unenforceable, it will be enforced to the maximum extent possible and the rest of these Terms will remain in effect.

Contact us

Questions about these Terms can be sent to [email protected] or by mail to Dealer Apex LLC, 30 N Gould St Ste N, Sheridan, WY 82801.