Terms of Use
Last updated September 17, 2026
OVERVIEW
These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of a business (“you”, “your” or “User”) and DealerWorks, LLC (“Company”, “we”, “us”, or “our”), concerning your access to and use of Company websites, product and services. If you are using the Services (as defined below) on behalf of a business, you represent and warrant that you have the legal authority to bind such corporate entity to these Terms of Use, in which case the terms “you”, “your”, or “User” shall refer to such corporate entity. Nothing in these Terms of Use shall be deemed to confer any third-party rights or benefits.
These Terms of Use are made effective as of the date of your use of the Company website (located at https://dealerworks.io) (the “Site”) or the date of electronic acceptance, and set forth the general terms and conditions of your use of the Site and the products and services purchased or accessed through the Site or from the Company, including purchases of any license grants to use object-code versions of software or any applications and related documentation that the Company makes generally available pursuant to these Terms of Use, as well as any patch, fix, update or upgrade provided as part of any maintenance and support services or otherwise (individually and collectively, the “Services”).
You agree that by registering for and/or using the Services, including but not limited to visiting or browsing the Site, you have read, understood, and agreed to be bound by these Terms of Use. IF YOU DO NOT AGREE WITH THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.
Please read these Terms of Use carefully as they contain important information regarding your legal rights and remedies. THESE TERMS OF USE CONTAIN A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
Certain of the Services may be subject to additional rules, policies, procedures, terms and conditions that may be published from time to time on the Site or through the Services, each of which is hereby expressly incorporated herein by reference. Further, your use of and access to the Services is subject to your compliance with all laws, rules, regulations, ordinances, codes or orders to which govern or affect the Services or under which a party may exercise rights, including those relating to automated clearing house (ACH) transfers, electronic funds transfer, or privacy and security, and any export laws and regulations of the United States, as any or all of the foregoing may be amended and in effect from time to time, and all of which are incorporated herein by this reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason and without notice to you. We will alert you about any changes by updating the “Last updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Use to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Services after the date such revised Terms of Use are posted.
The Services are not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law, rule or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
ELIGIBILITY
The Site and the Services are available only to individuals or entities (“Users”) who can form legally binding contracts under applicable law. By using the Site or the Services, you represent and warrant that you are (i) at least 18 years of age, (ii) otherwise recognized as being able to form legally binding contracts under applicable law, or (iii) are not a person barred from purchasing or receiving the Services found under the laws of the United States or other applicable jurisdiction. We may, in our sole discretion, refuse to offer the Services to any User and change its eligibility criteria at any time. You are solely responsible for ensuring that these Terms of Use are in compliance with all laws, rules, and regulations applicable to you, and the right to access the Services is revoked where these Terms of Use or use of the Services is prohibited or to the extent offering, sale or provision of the Services conflicts with any applicable law, rule or regulation. We reserve the right to verify all Users of the Services, regardless of whether or not you sign up for an Account directly with us, or at all. By using the Services and/or signing up for an Account, you authorize us to review any information you submit and to share information about you and your Account with our third party service providers, processors, banks, or other financial institutions in accordance with our Privacy Policy at https://dealerworks.io/privacy-policy.
USER REPRESENTATIONS
By creating an Account, you represent and warrant to the Company that: (1) all information you submit will be true, accurate, current, and complete; (2) you will keep your Account information accurate, current and complete and promptly update such information as necessary; (3) you will not access the Services through automated or non-human means, whether through a bot, script or otherwise; (4) you will not use the Services in connection with business or business activities associated with any illegal activities or goods or for any unauthorized purposes; and (5) your use of the Services will not violate any applicable law, rule or regulation.
USER REGISTRATION
In order to access some of the features of the Site or use some of the Services, you may be required to register and create an account (an “Account”). If the Company has reason to believe that your Account information is untrue, inaccurate, out-of-date or incomplete, the Company reserves the right, in its sole and absolute discretion, to suspend or terminate your Account. You agree to keep your Account information confidential, including without limitation your customer login and password. You are solely responsible for all activity that occurs on your Account, whether or not authorized by you. You may never use another person’s user account or registration information for the Services without permission. You must notify us immediately of any change in your eligibility to use the Services (including any changes to or revocation of any licenses from state authorities), breach of security, or unauthorized use of your Account. We will not be liable for any loss you incur due to any unauthorized use of your Account. You, however, may be liable for any loss the Company or others incur caused by your Account, whether caused by you, or by an authorized person, or by an unauthorized person. You should never publish, distribute, or post login information for your Account. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable. You shall have the ability to delete your Account, either directly or through a request made to one of our employees or affiliates.
Without limiting any of the rights set forth elsewhere in these Terms of Use, we expressly reserve the right to deny, cancel, terminate, suspend, or limit future access to the Site or any Services to any User (i) whose Account or Services were previously terminated or suspended, whether due to breach of these Terms of Use or any other agreement or any Company policy, or (ii) who otherwise engages or has engaged in inappropriate or unlawful activity while utilizing the Site or Services (as determined by us in our sole discretion).
We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to:
i. satisfy any applicable law, regulation, legal process or governmental request;
ii. enforce these Terms of Use, including investigation of potential violations hereof;
iii. detect, prevent, or otherwise address fraud, security or technical issues;
iv. respond to User support requests; or
v. protect the rights, property or safety of us, our Users and the public.
HARDWARE PRODUCTS
All hardware products are subject to availability. We reserve the right to discontinue any hardware products at any time for any reason. Prices for all hardware are subject to change. Unless you have our express consent, you shall only use hardware for your own use of the Services and may not resell, rent, lease, or otherwise distribute any such hardware or Services. You may not use the Services or hardware to act as a payment intermediary, aggregator or service bureau. Except as permitted herein, you may not use the Services to handle, process, or transmit funds for any third party or process cash advances at any time.
FEES AND PAYMENTS
You agree to pay us for all amounts due for Services at the prices then in effect for such Services, including any applicable shipping fees, and you authorize us to charge your chosen payment method (“Payment Method”) for any such amounts upon placing your order. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. We will keep your detailed payment information, such as credit card number and expiry date, on file. All fees are non-refundable. All payments shall be in U.S. dollars.
Your Payment Method on file must be kept valid if you have any active Services (including any Services that require a subscription). You are responsible for keeping your payment details up-to date by changing the details in your Account settings. Where your details change or are due to expire, we may obtain or receive from your payment provider updated payment details including your card number, expiry date and CVV (or equivalent). This enables us to continue to provide you access to the Services. You authorize us to continue to charge your card using the updated information. If for any reason we are unable to charge your Payment Method for the full amount owed, or if we receive notification of a chargeback, reversal, or payment dispute, you agree that we may immediately cancel your Account, without notice to you, and pursue all available lawful remedies in order to obtain payment. You will remain responsible for any amounts you fail to pay in connection with your use of the Services, including collection costs and attorneys’ fees. You are solely responsible for determining the amount of, collecting, withholding, reporting, and remitting any and all taxes assessed, incurred, or required to be collected, paid, or withheld for any reason in connection with your use of our Services (“Taxes”). We specifically disclaim any liability for Taxes and will not calculate, collect, apply, report or remit any Taxes on your behalf or in connection with any transaction.
We reserve the right to refuse any order for any Service. We may, in our sole discretion, limit or cancel quantities purchased per person, per household, or per order. These restrictions may include orders placed by or under the same customer account, the same Payment Method, and/or orders that use the same billing or shipping address. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors.
SUBSCRIPTION SERVICES
Some Services require paid subscriptions and the acceptance of supplemental terms to access. A subscription starts on the date that you sign up for a subscription and submit payment via a valid Payment Method. Unless we otherwise communicate a different time period to you at the time of sign up or otherwise, each billing cycle is one month in length. By signing up for a subscription, you agree that your subscription will be automatically renewed each month and, unless you cancel your subscription or it is terminated, you authorize us to charge your Payment Method for the renewal term. You agree that we can change the terms of the subscription with advance notice to you and an opportunity for you to cancel. The period of auto-renewal will be the same as your initial subscription period unless otherwise disclosed to you. The renewal rate will be no more than the rate for the immediately prior subscription period, excluding any promotional and discount pricing, unless we notify you of a rate change prior to your auto-renewal, in which case you will have the right to cancel the renewal of your subscription. If you do not timely cancel your subscription, your subscription will be renewed at the price in effect at the time of the renewal, without any additional action by you, and you authorize us to charge your Payment Method for these amounts.
Unless otherwise disclosed when you subscribe, you have the right to cancel your Services subscription. You must cancel your subscription prior to 11:59 p.m. Eastern time on the day before your next recurring billing date in order to avoid being charged for the next billing period. You may cancel your subscription by contacting us at support@dealerworks.io. When a subscription is canceled, you will not receive a prorated refund, but you will continue to have access to the Services until the end of the term during which you canceled the subscription. If you cancel your subscription, you will still be obligated to pay other charges incurred by you in the course of using the Services prior to the date of cancellation.
BILLING
We may use a third-party payment processor (the “Payment Processor”) to bill you through a payment account linked to your Account on the Services (your “Billing Account”) for any purchases made through the Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms of Use. We are not responsible for errors by the Payment Processor.
CHARGEBACKS AND REFUNDS
The Services act as a platform to assist merchants in receiving payments from consumers. Any dispute between you and a consumer is between you and that party. You understand and agree that the Company is not responsible for the performance or conduct of any user or other third parties using the Services. All transactions are solely between the users involved in such transaction, and the Company expressly disclaims, and you expressly release the Company from, any and all liability related to disputes, dealings, or interactions with other users. The Company shall have the right, but no obligation to investigate, intervene in, and/or attempt to resolve any dispute between users.
By using the Services to accept payments, you agree to process returns of, and provide refunds and adjustments for, your goods or services through the account you link to your Account on the Services (“Linked Account”) in accordance with these Terms of Use, Network Rules (as defined below), and your Merchant Agreement (as defined below). Any refund or adjustment amount must include any associated taxes required to be refunded and shall not exceed the original sales amount.
You hereby acknowledge and agree that some transactions may be contested, which may lead to us or a third party reversing or charging back the amount of a transaction to your Linked Account (a “Chargeback”). We assume no liability for transactions that are disputed or that are erroneously processed and/or authorized. If any transaction is subject to a Chargeback, you agree to comply with the Chargeback procedure as set forth in your Merchant Agreement and assume all liability associated with such Chargebacks. You may receive a Chargeback even if your returns and refund policy prohibits returns. We or a third party may apply a Chargeback to your Linked Account if a transaction is disputed, reversed (either by a Customer, Network (as defined below), financial institution, or acquirer), or not authorized, or we determine in our reasonable discretion that the transaction is unauthorized, unlawful, suspicious, or in violation of any applicable terms between you and us. We may limit, terminate, or suspend your Account if we determine that you are incurring an excessive amount of Chargebacks or we may change the terms under which we make the Services available to you.
If you incorrectly process a transaction, you must notify us in writing within thirty (30) days of the date of the transaction. We will take commercially reasonable efforts to attempt to resolve the processing error, however, failure to notify us within the thirty (30) day period will be deemed a waiver of any right to amounts owed to you.
CARDS AND NETWORKS
Currently, the Services can process transactions involving most, but not all, cards issued by Visa, MasterCard, American Express, or Discover (each an example of a “Network”) (collectively, the cards shall be referred to as “Accepted Cards”). We may change the list of Accepted Cards with or without prior notice to you.
By using the Services and accepting payments from certain Networks, you agree to also comply with those Networks’ bylaws, rules, and regulations (“Network Rules”). Please carefully read Network Rules to ensure that you comply. Networks may change their applicable Network Rules from time to time, and it is your responsibility to review Network Rules frequently.
If you are a merchant, in order to use the Services, you must also have a valid merchant agreement with an authorized acquiring service provider (“Merchant Agreement”), and you represent and warrant that you will only use the Services in a manner that is permitted by such Merchant Agreement.
If you are a merchant, you agree, in accordance with requirements set forth in any and all Network Rules and/or Merchant Agreement(s) applicable to you, to (i) require consumers making in-person payments (each, a “Customer”) to sign for any and all transactions where required and (ii) to make written receipts available to every Customer.
USE LICENSE
Subject to your compliance with these Terms of Use and in consideration of the fees paid and payable by you for use of the Services, we grant you a limited, non-exclusive, revocable, non-sublicensable and non-transferable license to access and use the Services solely as expressly authorized by us, in accordance with the terms of these Terms of Use and during the term in which these Terms of Use remain in effect. The Services are licensed and not sold. We reserve all rights not expressly granted to you in these Terms of Use. The license for the Services is conditioned upon payment of any applicable fees due hereunder.
You agree to ensure that only your employees, contractors, agents or other parties working on your behalf (“Authorized User”) will use the Services and that such Authorized Users are notified of the terms and conditions of these Terms of Use prior to using the Services. You will also ensure that all use of the Services by such Authorized Users is in accordance with the terms of these Terms of Use.
If you use the Services to sell goods or services at your merchant business and use a payment system other than credit or debit card, then your use of the Services may be dependent on additional terms and conditions.
TRANSACTIONS
Whilst processing a transaction, you may use the Services for the capture and submission of Transaction Data and Cardholder Data only. As used herein, (A) “Cardholder Data” has the meaning stated in the PCI Software Security Framework Glossary of Terms, Abbreviations, and Acronyms and includes any other data related to or arising from mobile payment and/or any other third party electronic wallets, and (B) “Transaction Data” means payment processing related transactional information, including the price paid for products or services, date, time, approval, unique transaction number, store identifier, and bank information relating to a transaction.
You acknowledge and agree that:
(A) the Company’s role is to capture and securely transmit Transaction Data and Cardholder Data to your acquiring service provider;
(B) the Company is not responsible for authorizing card payment transactions and the Company does not at any time come into possession of the funds to be transferred; and
(C) the Company is providing its services as a technical service provider in support of the provision of payment services provided to you by your acquiring service provider (and such payment services will be subject to your Merchant Agreement with such acquiring service provider), and the Company will not have any liability (whether arising in contract, tort (including negligence) or otherwise) to you arising out of or in connection with the provision of payment services by your acquiring service provider.
Where the Company is transmitting Transaction Data and Cardholder Data to or from your acquiring service provider, the Company will act as your duly authorized representative in providing or receiving the Transaction Data and Cardholder Data on your behalf.
INTELLECTUAL PROPERTY OWNERSHIP
You acknowledge and agree that the Company, its affiliates and licensors own and shall retain all right, title and interest in and to any and all intellectual property rights related to the Services and Company Content (as defined below) and in any copy, translation, localization, modification, adaptation or derivative of the Services or Company Content, including any improvement or development thereof (“Company Property”). You shall not take any action that jeopardizes our intellectual property rights (and/or our affiliates’ or licensor’s intellectual property rights) or acquire any rights in such intellectual property rights or proprietary rights in and/or to the Company Property, except the limited use rights granted under these Terms of Use. No right or license under any copyright, trademark, patent, or other proprietary right or license is granted by these Terms of Use. The Company reserves all rights not expressly granted in and to the Company Property, and these Terms of Use do not transfer ownership of any of these rights.
COMPANY CONTENT
The content on the Site and the Services, including without limitation the text, software, scripts, source code, API, graphics, photos, sounds, music, videos and interactive features and the trademarks, service marks and logos contained therein (“Company Content”), are owned by or licensed to the Company in perpetuity, and are subject to copyright, trademark, and/or patent protection and other intellectual property rights under applicable laws. Company Content is provided to you “as is”, “as available” and “with all faults” for your information and personal, non-commercial use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any purposes whatsoever without the express prior written consent of the Company.
CONFIDENTIALITY
You acknowledge that the business and technical information you receive from the Company and its third-party partners incorporate confidential and proprietary information (“Confidential Information”) that is valuable to the Company. You agree to treat such Confidential Information as confidential and to take all reasonable precautions necessary to safeguard the confidentiality of the Confidential Information, including (i) those taken by you to protect your own confidential information and (ii) those, which we or our authorized representative may reasonably request from time to time. You will not allow the removal or defacement of any confidentiality or proprietary notice placed on the Site or the Services. The placement of copyright notices on these items will not constitute publication or otherwise impair their confidential nature. You will not disclose, in whole or in part, the Confidential Information to any individual, entity or other person, except to those of your Authorized Users who (i) need access for your authorized use of the Confidential Information and (ii) agree to comply with the use and non-disclosure restrictions applicable to the Confidential Information under these Terms of Use. If requested by us, you shall cause such Authorized Users to execute appropriate confidentiality agreements. You acknowledge that any unauthorized use or disclosure of the Confidential Information may cause irreparable damage to us and our partners, suppliers, and licensors for which damages may be an inadequate remedy. We shall therefore be entitled to seek injunctive or other equitable relief. If an unauthorized use or disclosure occurs, you will immediately notify us and take, at your expense, all steps which may be available to recover the disclosed information and to prevent their subsequent unauthorized use or dissemination. You will have no confidentiality obligation with respect to any portion of the Confidential Information that (i) you independently developed before receiving the Confidential Information under these Terms of Use, (ii) you lawfully obtained from a third party under no confidentiality obligation or (iii) became available to the public other than as a result of any act or omission by you or any of your Authorized Users. Upon termination of the Services or these Terms of Use or at our written request, you will promptly return or destroy all material embodying the Confidential Information.
PROHIBITED ACTIVITIES
You may not access or use the Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.
As a user of the Services, you agree not to:
USER CONTENT; USER SUBMISSIONS
The Services do not offer Users to submit or post content. In connection with your Account and your use of the Services, you may be able to upload, post, publish, share, store, or manage ideas, opinions, recommendations, or advice via forum posts, content submitted in connection with a contest, product reviews or recommendations (“Submissions”). You acknowledge and agree that your Submissions are entirely voluntary, do not establish a confidential relationship or obligate us to treat your Submissions as confidential or secret, that we have no obligation, either express or implied, to develop or use your Submissions, and no compensation is due to you or to anyone else for any intentional or unintentional use of your Submissions, and that we may be working on the same or similar content, we may already know of such content from other sources, we may simply wish to develop this (or similar) content on our own, or we may have taken / will take some other action. The Company shall own exclusive rights (including all intellectual property and other proprietary rights) to any Submissions uploaded, posted, published, shared, stored, or managed to the Site or your Account, and shall be entitled to the unrestricted use and dissemination of any Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you or to anyone else.
You may receive information from other Users or third parties in connection with your use of the Services. You are strictly required to keep such information confidential and you may use such information solely in connection with the Services. Unless you have received express consent from the party who provided such information to you, you may not under any circumstances use the information for marketing purposes or disclose or distribute any other User’s or third party’s information to another third party.
GUIDELINES FOR REVIEWS
We may provide you areas on the Services to leave reviews or ratings. When posting a review, you must comply with the following criteria: (1) you should have firsthand experience with the person/entity being reviewed; (2) your reviews should not contain offensive profanity, or abusive, racist, offensive, or hate language; (3) your reviews should not contain discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation, or disability; (4) your reviews should not contain references to illegal activity; (5) you should not be affiliated with competitors if posting negative reviews; (6) you should not make any conclusions as to the legality of conduct; (7) you may not post any false or misleading statements; and (8) you may not organize a campaign encouraging others to post reviews, whether positive or negative.
We may accept, reject, or remove reviews in our sole discretion. We have absolutely no obligation to screen reviews or to delete reviews, even if anyone considers reviews objectionable or inaccurate. Reviews are not endorsed by us, and do not necessarily represent our opinions or the views of any of our affiliates or partners. We do not assume liability for any review or for any claims, liabilities, or losses resulting from any review. By posting a review, you hereby grant to us a perpetual, non-exclusive, worldwide, royalty-free, fully-paid, assignable, and sublicensable right and license to reproduce, modify, translate, transmit by any means, display, perform, and/or distribute all content relating to reviews.
THIRD-PARTY WEBSITES AND CONTENT
The Site or the Services may contain (or you may be sent via the Site or the Services) links to other websites (“Third-Party Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties (“Third-Party Content”). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Site or the Services or any Third-Party Content posted on, available through, or installed from the Site or the Services, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Site or the Services and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms of Use no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Site or the Services or relating to any applications you use or install from the Site or the Services. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.
SERVICES MANAGEMENT
We reserve the right, but not the obligation, to: (1) monitor the Services for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (4) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.
PRIVACY POLICY
We care about data privacy and security. Please review our Privacy Policy: https://dealerworks.io/privacy-policy. By using the Services, you agree to be bound by our Privacy Policy. Please be advised the Services are hosted in the United States. If you access the Services from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Services, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States.
TERMINATION
WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE EXPRESSLY RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY, CANCEL, TERMINATE, SUSPEND, LOCK, OR MODIFY ACCESS TO (OR CONTROL OF) ANY ACCOUNT OR SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON AT ANY TIME AND FOR ANY REASON EFFECTIVE IMMEDIATELY, INCLUDING WITHOUT LIMITATION THE FOLLOWING: (i) to correct mistakes made by us in offering or delivering any Services, (ii) to assist with our fraud and abuse detection and prevention efforts, (iii) to comply with court orders against you and applicable local, state, national and international laws, rules and regulations, (iv) to comply with requests of law enforcement, including subpoena requests, (v) to comply with any dispute resolution process, (vi) to defend any legal action or threatened legal action without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit, or (vii) to avoid any civil or criminal liability on the part of the Company, its officers, directors, employees and agents, as well as the Company’s affiliates, including, but not limited to, instances where you have sued or threatened to sue the Company. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.
If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
If you wish to terminate your Account, you may do so by emailing us at support@dealerworks.io. Upon termination of your Account, these Terms of Use, or if you violate any term or condition of these Terms of Use, you must immediately stop using the Services. All provisions of these Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
DISCONTINUED SERVICES
We reserve the right to cease offering or providing any of the (i) Services or (ii) individual features, functionalities, or aspects of the Services, at any time, for any or no reason, and without prior notice. Although we make great effort to maximize the lifespan of all our Services and features, functionalities, or aspects of the Services, there are times when a Service or specific feature, functionality, or aspect of a Service that we offer will be discontinued. If that is the case, those Services, or the specific feature, functionality, or aspect of that Service, will no longer be supported by us. We will not be liable to you or any third party for any modification, suspension, or discontinuance of any of the (i) Services or (ii) individual features, functionalities, or aspects of the Services we may offer, provide or facilitate access to.
AVAILABILITY OF SITE AND SERVICES
We cannot guarantee the Site or the Services will be available at all times. You acknowledge and agree that from time to time the Site and/or the Services may be inaccessible or inoperable for any reason including, but not limited to, equipment malfunctions; periodic maintenance, repairs or replacements that we undertake from time to time; or causes beyond our reasonable control or that are not reasonably foreseeable including, but not limited to, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site or the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site or the Services during any downtime or discontinuance of the Site or the Services. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.
ILLEGAL OR UNAUTHORIZED USE
The Services are only intended for legal use in compliance with these Terms of Use. If we reasonably suspect that your Account has been used for any illegal or unauthorized purpose or your Account activity shows signs of fraud, abuse or suspicious activity, we may cancel any service associated with your name, email address or Account and share information about you, your Account, and any of your transactions with law enforcement, and you hereby give us express authorization to do so. If we, in our sole discretion, determine that any conducted activity is fraudulent, we reserve the right to take any necessary legal action and you may be liable for monetary losses to us including litigation costs and damages. To contest cancellation of Services or freezing or closure of your Account, please email us at support@dealerworks.io.
SECURITY
We use technical and procedural measures to secure your personal information and User Content from accidental loss and unauthorized access, use, alteration, or disclosure. However, we cannot guarantee that these measures will always be effective. Additionally, we also cannot guarantee the security of other Users’ applications. You acknowledge that you provide your personal information at your own risk. Furthermore, you represent and warrant that you will use best available security measures in accordance with the highest industry standards in your use and access of the Services. We reserve the right to terminate a User without notice if we suspect that they are at risk of a security breach.
SERVICE UPDATES
The Services may need updating from time to time. These updates may temporarily disrupt use of the Services and are designed to improve, enhance, and further develop the Services. Such updates may take the form of bug fixes, enhanced functions, new Service offerings, and updated Services. You agree to receive such updates as part of your use of the Services. Such updates shall be subject to the terms and conditions of these Terms of Use.
REPRESENTATIONS AND WARRANTIES
You represent, warrant and undertake that:
i. you are a natural person or a legal entity duly organized, validly existing and as applicable in good standing under the laws of jurisdiction of your presence or incorporation;
ii. you are properly registered to do business in all jurisdictions in which you carry on business;
iii. you have the power, authority and legal right to enter into and perform these Terms of Use and to carry out the transactions and its obligations contemplated hereunder;
iv. you own all right, title and interest, or possess sufficient license rights, in and to any respective User content as may be necessary to permit the use contemplated under these Terms of Use;
v. all of the information disclosed to us or our partners, suppliers, or licensors in connection with these Terms of Use is materially true, accurate and complete;
vi. any transaction submitted by you represents a bonafide transaction made by you and accurately describes the goods and/or services sold and delivered to a Customer;
vii. you will fulfill all of your obligations to each Customer;
viii. you will resolve any disputes or complaints directly with the party with whom you transact;
ix. no transaction submitted by you through the Services will represent a sale to any principal, partner, proprietor or owner of your entity, except as made in the ordinary course of business, or will be made with any of your own credit, debit or other payment cards (except as reasonably needed to test the Services);
x. all use of the Services by you will comply with these Terms of Use or policy that may apply to your Services, and all applicable laws, rules, and regulations, including Network Rules;
xi. there is no litigation, proceeding or investigation of any nature pending or threatened against or affecting you, which would reasonably be expected to have a material adverse effect on your ability to perform your obligations under these Terms of Use; and
xii. you will promptly inform us of any action or event of which you become aware that has the effect of making materially inaccurate, any of your representations or warranties.
Each party represents and warrants that:
i. these Terms of Use shall constitute valid and binding obligations on such party, enforceable in accordance with its terms;
ii. except as otherwise stated in these Terms of Use, no approval or consent of any person or government department or agency is legally or contractually required to be obtained by the party in order to enter into these Terms of Use and perform its obligations; and
iii. neither the execution of these Terms of Use nor its performance will (A) conflict with the certificate of incorporation or by-laws or any other corporate or constitutional document of the party, (B) breach any obligations of the party under any contract to which it is a party, or (C) violate any applicable laws, rules or regulations.
We have no special relationship with or fiduciary duty to you. You acknowledge that we have no duty to take any action regarding:
i. which Users gain access to the Services;
ii. what content you access via the Services, or how you may interpret or use such content; or
iii. any disputes between you and any other User.
You release us from all liability for you having acquired or not acquired content through the Services. We make no representations concerning any content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, or legality of material or content contained in or accessed through the Services.
CORRECTIONS
There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.
DISCLAIMER OF WARRANTIES
YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SITE AND THE SERVICES SHALL BE AT YOUR OWN RISK AND THAT THE SITE AND THE SERVICES ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS.” WE AND OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ALL THIRD PARTY SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE. WE AND OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND THIRD PARTY SERVICE PROVIDERS MAKE NO REPRESENTATIONS OR WARRANTIES THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR THIRD PARTY SERVICE PROVIDERS OR THROUGH THE SERVICES WILL CREATE A WARRANTY OF ANY KIND, AND USERS SHOULD NOT RELY ON ANY SUCH INFORMATION OR ADVICE. WE ARE NOT A PARTY TO AND WE DO NOT IN ANY WAY MONITOR ANY TRANSACTIONS BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR YOUR USE OF THE SITE OR THE SERVICES.
You shall and hereby do waive California Civil Code Section 1542 or any other similar law of any jurisdiction, which says in substance: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”
THIRD PARTY PRODUCTS AND SERVICES
Certain of the Services may be provided by us or our third party service providers. Any use of a third party’s services is governed by the terms of the other party’s terms of use. Please be sure to read their terms of use very carefully. WE MAKE NO REPRESENTATION, WARRANTY OR GUARANTEE WHATSOEVER IN RELATION TO THIRD PARTY PRODUCTS OR SERVICES. YOUR USE OF THIRD PARTY PRODUCTS AND SERVICES IS AT YOUR OWN RISK. WE ASSUME NO RESPONSIBILITY AND EXPRESSLY DISCLAIM ANY LIABILITY FOR CLAIMS OF LOSS AND/OR FRAUD INCURRED RESULTING FROM THE USE OF OR CONCLUSIONS DRAWN FROM ANY THIRD PARTY PRODUCT OR SERVICE.
LIMITATION OF LIABILITY
IN NO EVENT SHALL THE COMPANY, NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR THIRD PARTY SERVICE PROVIDERS (AND THEIR RESPECTIVE AFFILIATES, AGENTS, OFFICERS, DIRECTORS, AND EMPLOYEES) BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS OF USE (INCLUDING IN RELATION TO ANY SUPPORT, TRAINING, OR MAINTENANCE OR ANY ENHANCEMENTS, UPGRADES, FIXES, OR REPLACEMENTS), FOR (A) DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, RELIANCE OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, (B) COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES, (C) LOSS, ERRORS, INACCURACY, INCOMPLETENESS, DISCLOSURE OR CORRUPTION OF THE SERVICES, INCLUDING WITHOUT LIMITATION DATA OR FUNDS CONTAINED IN, DISPENSED BY OR ASSOCIATED WITH ANY COMPANY PRODUCTS OR SERVICES, (D) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL INFORMATION, INCLUDING PERSONAL INFORMATION, STORED THEREIN, (E) INTERRUPTION OF USE OF THE SYSTEMS OR SERVICES, INCLUDING DURING TRANSACTION PROCESSING, (F) LOSS OF PROCESSOR COVERAGE, LOSS OF PROCESSOR SUPPORT OR PROCESSOR UPTIME, (G) COSTS OR EXPENSES RELATED TO OR ARISING FROM DUPLICATE TRANSACTIONS, (H) CONTRIBUTION OR SET-OFF IN RESPECT OF ANY CLAIMS AGAINST RESELLER, (I) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION); OR (J) ANY MATTER BEYOND THE COMPANY’S REASONABLE CONTROL, WHETHER BASED ON ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL THE COMPANY’S TOTAL AGGREGATE LIABILITY EXCEED $10,000.00 U.S. DOLLARS.
THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR YOUR USE OF THE SITE OR THE SERVICES.
INDEMNIFICATION
You agree to defend, indemnify, and hold the Company, its affiliates, and each of their respective officers, directors, agents, partners, employees and third party service providers (“Indemnified Parties”) harmless from and against any loss, damage, liability, claim, demand, cost and expense of every kind and nature (including without limitation reasonable attorneys’ fees), imposed upon or incurred by the Indemnified Parties directly or indirectly arising from or relating to: (1) your or your end users’ use or misuse of, or access to, the Site or the Services; (2) breach of these Terms of Use, the policies or agreements which are incorporated herein, or any applicable law, rule or regulation; (3) any breach of your representations and warranties set forth in these Terms of Use; (4) infringement by you, or any third party using your Account or identity in the Services, of any intellectual property or other right of any person or entity; (5) any overt harmful act toward any other user of the Services with whom you connected via the Services; or (6) any other party’s access and use of your Account or the Services with your unique login and password. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it. The indemnification obligations under this Section shall survive any termination or expiration of these Terms of Use or your use of the Site or the Services.
USER DATA
We will maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
U.S. EXPORT LAWS
The Services are controlled and operated from facilities in the United States. Unless otherwise explicitly stated, all materials found on the Services are solely directed to individuals located in the United States. We make no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations, if and to the extent those local laws are applicable and do not conflict with U.S. export laws. If such laws conflict with U.S. export laws, you shall not access the Site or the Services. You may not use the Services if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. By using the Site and the Services, you agree to the foregoing and represent and warrant that you are not a national or resident of, located in, or under the control of, any restricted country; and you are not on any denied parties list; and you agree to comply with all U.S. export laws (including “anti-boycott”, “deemed export” and “deemed re-export” regulations). The obligations under this Section shall survive any termination or expiration of these Terms of Use or your use of the Site or the Services.
GOVERNING LAW AND JURISDICTION
These Terms of Use shall be governed by and construed in accordance with the laws of the State of New York, without reference to its conflicts of law rules, and the United States of America. The Company and you agree that any controversy excluded from the Agreement to Arbitrate and class action waiver provisions in this Section (other than an individual action filed in small claims court) shall be filed only in the state and Federal courts of Westchester County, New York, and each party hereby irrevocably and unconditionally consents and submits to the exclusive jurisdiction of such courts for any such controversy. You also agree to waive the right to trial by jury in any such action or proceeding.
AGREEMENT TO ARBITRATE
IMPORTANT – PLEASE REVIEW THIS SECTION CAREFULLY AS THIS AFFECTS YOUR LEGAL RIGHTS.
a. Arbitration. YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND US (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO YOUR RELATIONSHIP WITH US, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THESE TERMS OF USE, YOUR USE OF THE SERVICES, AND/OR RIGHTS OF PRIVACY AND/OR PUBLICITY, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION IN NEW YORK, NEW YORK ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) IN ACCORDANCE WITH THE AAA’S COMMERCIAL ARBITRATION RULES (“AAA RULES”) THEN IN EFFECT, EXCEPT AS MODIFIED BY THESE TERMS OF USE TO ARBITRATE, AND YOU AND WE HEREBY EXPRESSLY WAIVE TRIAL BY JURY. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND WE WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. As an alternative, you may bring your claim in your local “small claims” court, if permitted by that small claims court’s rules and if within such court’s jurisdiction, unless such action is transferred, removed or appealed to a different court. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.
b. Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, you and we each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. We will contact you at the email address on record in your Account; you can contact us by email at support@dealerworks.io. If after a good faith effort to negotiate for a minimum of thirty (30) days, either you or we feel the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration. In order to initiate arbitration, a claim must be filed with the AAA and the written Demand for Arbitration (available at www.adr.org) provided to the other party, as specified in the AAA Rules.
c. Exceptions to Informal Negotiations and Arbitration. You and we agree that the following disputes are not subject to the above provisions concerning informal negotiations and binding arbitration and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; or (ii) any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).
d. Prohibitions of Class Actions. You may bring claims only on your own behalf. Neither you nor we will participate in a class action or class-wide arbitration for any claims covered by this agreement. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if we are a party to the proceeding.
e. Arbitration Procedures. This Agreement to Arbitrate will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. Either you or we can initiate arbitration. The arbitration will be conducted by a single arbitrator. If you and we cannot agree on who that single arbitrator should be, then the AAA shall appoint an arbitrator. In the event the AAA is unwilling or unable to set a hearing date within one hundred and sixty (160) days of filing the case, then either we or you can elect to have the arbitration administered instead by the Judicial Arbitration and Mediation Services (JAMS). The award of the arbitrator shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. The arbitrator will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law, provided that any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms of Use.
f. Severability. With the exception of any of the provisions in the Prohibition of Class Actions section above, if a court decides that any part of this Agreement to Arbitrate is invalid or unenforceable, the other parts of this Agreement to Arbitrate shall still apply. If a court decides that any of the provisions in the Prohibition of Class Actions section above is invalid or unenforceable because it would prevent the exercise of a non-waivable right to pursue public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in court. All other disputes subject to arbitration under the terms of the Agreement to Arbitrate shall be arbitrated under its terms. These arbitration provisions will survive the termination of your relationship with us.
SERVICE MODIFICATIONS/SUSPENSIONS
We reserve the right, in our sole discretion, to change, suspend, or discontinue, temporarily or permanently, the Services (including without limitation, the availability of any feature, database, or content) at any time, with or without notice to you. We may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. You acknowledge and agree that we are not liable to you or to any third party for any modification, suspension, or discontinuance of any part or all of the Services or any limits or restrictions imposed on the Services.
CALIFORNIA USERS AND RESIDENTS
If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.
MISCELLANEOUS
a. Severability. If any provision of these Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Use will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
b. Force Majeure. We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
c. Assignment. These Terms of Use are personal to you, and are not assignable, transferable or sublicensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent.
d. Agency. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Use and neither party has any authority of any kind to bind the other in any respect.
e. Notices. Unless otherwise specified in these Term of Service, all notices under these Terms of Use will be in writing. We may give notice by means of a general notice on the Site, by electronic mail to the email address on record in your Account, by posting in your Account, or by written communication sent by first class mail to the address of record in your Account. Such notice shall be deemed given immediately upon posting to the Site or to your Account, six (6) hours after sending by electronic mail, or forty-eight (48) hours after sending by first class mail. Except as provided herein, you may give notice to us by delivery by nationally recognized overnight delivery service or first class mail to the Company at the address listed below under “Contact Us.” Such notice shall be deemed given when received by us.
f. No Waiver. Our failure to enforce any part of these Terms of Use shall not constitute a waiver of our right to later enforce that or any other part of these Terms of Use. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms of Use to be binding, we must provide you with written notice of such waiver through one of our authorized.
g. Headings. The section and paragraph headings in these Terms of Use are for convenience only and shall not affect their interpretation.
h. Third Party Beneficiaries. You and we acknowledge and agree that each of the Indemnified Parties and their successors and assigns are intended third-party beneficiaries of these Terms of Use and that, upon your acceptance of these Terms of Use, each such Indemnified Party will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use against you, including but not limited to those terms pertaining to disclaimers, waivers, limitations of liability and indemnification, as a third-party beneficiary thereof. Except as expressly stated herein, including the rights of the Indemnified Parties and that of Apple, there are no other third-party beneficiaries to these Terms of Use.
CHANGES TO THESE TERMS OF USE
We reserve the right, in our sole discretion, to change or modify these Terms of Use, and any policies or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting to the Site or in your Account, or by sending you notice through the Services, via e-mail or by another appropriate means of electronic communication. We will post the revised Terms of Use on the Site and update the revision date at the top of these Terms of Use (the “Amendment Date”). While we will use commercially reasonable efforts to timely provide notice of modifications, it is also your responsibility to check these Terms of Use periodically for changes. Your continued use of the Services following the Amendment Date constitutes acceptance of these Terms of Use as last revised.
CONSENT TO ELECTRONIC COMMUNICATIONS
When you use the Services or send us emails, you are communicating with us electronically. We may communicate with you by email or by posting notices on the Site or on your Account or the Services. You consent to receive communications from us electronically, unless and until you withdraw your consent as described below. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You should print a paper copy of these Terms of Use and any communication that is important to you and retain the copy for your records. If you withdraw your consent to receive communications electronically, you may not use the Services.
We reserve the right, in our sole discretion, to discontinue the provision of your electronic communications, or to terminate or change the terms and conditions on which we provide electronic communications. We will provide you with notice of any such termination or change as required by applicable laws.
WITHDRAWAL OF CONSENT TO ELECTRONIC COMMUNICATIONS
If you have registered an Account with us and you later decide that you do not want to receive future communications electronically, you must close your Account by contacting us at support@dealerworks.io and stop using the Services. There are no fees to close your Account with us. Any withdrawal of your consent to receive electronic communications will be effective only after we have a reasonable period of time to process your withdrawal and only after all outstanding transactions have been settled.
COMPLIANCE WITH CONVENIENCE FEE AND SURCHARGING LAWS
You understand and agree that all convenience fees or surcharges administered by you via the Services will be done in compliance with all federal, state, and local laws, statutes and regulations as well as applicable credit card network guidelines, including but not limited to rules set Discover Card, American Express, Mastercard, and Visa. You are solely and exclusively responsible for complying with applicable convenience fee or surcharging laws (and for defending and indemnifying us from any claims in which it is alleged that you failed to do so.)
CONTACT US
In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at:
DealerWorks Support
support@dealerworks.io
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