AutoRevolution | Terms of Service

Terms of Service

Review our Terms of Service, including rules, legal terms, and conditions for using our website and digital services.

Last Updated:

Effective Date:

Version: v2.1

Table of Contents

1. Acceptance of Terms

These Terms of Service (the "Terms") constitute a legally binding agreement between Metzger Enterprises LLC d/b/a AutoRevolution, a Texas limited liability company, together with its subsidiaries, affiliates, successors, and assigns (collectively, "Company," "AutoRevolution," "LotPix," "Vehicle Image Studio," "Forward2Phone," "IIManager," "we," "us," or "our"), and the entity, organization, dealership, business, or other legal person accessing, purchasing, subscribing to, or otherwise using the Services ("Customer"). References to "you" or "your" mean Customer and any individual authorized by Customer to access or use the Services on Customer's behalf ("Authorized Users").

By executing an Order Form, clicking an acceptance button, creating an account, accessing, or using any Service, Customer acknowledges and agrees that it has read, understands, and agrees to be bound by these Terms and any applicable Order Forms, policies, exhibits, schedules, or documents incorporated herein by reference, all of which form a single agreement between the parties (the "Agreement").

Customer represents, warrants, and covenants that:

  • it has the full legal power, authority, and capacity to enter into and perform its obligations under this Agreement;
  • the individual accepting these Terms has the authority to bind Customer and its affiliates, if applicable, to this Agreement;
  • Customer and its Authorized Users will access and use the Services solely in accordance with this Agreement and all applicable laws, rules, regulations, and governmental requirements; and
  • Customer is responsible for ensuring that all Authorized Users comply with this Agreement, and Customer shall remain liable for all acts and omissions of its Authorized Users as if such acts or omissions were those of Customer.

Customer shall comply with all applicable federal, state, local, and international laws and regulations relating to its use of the Services, including, as applicable, laws governing privacy, data protection, consumer protection, telecommunications, marketing communications, accessibility, artificial intelligence, biometric information, and information security.

Company may modify these Terms from time to time to reflect changes in applicable law, regulatory requirements, industry standards, security practices, technology, or the Services. Material changes will become effective upon notice provided through the Services, Customer's account portal, email, or other reasonable means. Customer's continued access to or use of the Services following the effective date of any modification constitutes Customer's acceptance of the revised Terms. If Customer does not agree to any revised Terms, Customer's sole remedy is to discontinue use of the Services and terminate the applicable subscription in accordance with this Agreement.

If Customer does not agree to these Terms, Customer shall not access, use, or permit any third party to access or use the Services.

2. Relationship to Governing Agreements

If Customer and AutoRevolution have entered into a Master Services Agreement ("MSA"), Order Form, Data Processing Addendum ("DPA"), Information Security Addendum ("ISA"), Acceptable Use Policy ("AUP"), End User Agreement, or any other written agreement governing Customer's access to or use of the Services (collectively, the "Agreement Documents"), such Agreement Documents shall govern and control Customer's use of the Services.

These Terms are incorporated into and form part of the Agreement Documents and apply solely to business-to-business transactions. To the extent any provision of these Terms conflicts with or is inconsistent with any Agreement Document, the applicable Agreement Document shall prevail in accordance with the order of precedence set forth below.

Order of Precedence

In the event of any conflict, inconsistency, or ambiguity among the Agreement Documents, the following order of precedence shall apply, with the document listed first prevailing over those listed thereafter solely with respect to the subject matter of the conflict:

  1. Any mutually executed amendment, addendum, or statement expressly stating that it supersedes the applicable Agreement Document;
  2. The applicable Order Form or ordering document;
  3. The Master Services Agreement (MSA);
  4. The Data Processing Addendum (DPA);
  5. The Information Security Addendum (ISA);
  6. The Acceptable Use Policy (AUP);
  7. The Terms of Service; and
  8. The Privacy Policy.

Each Agreement Document shall be interpreted, to the extent reasonably possible, so as to be consistent with and give effect to the remaining Agreement Documents. The foregoing order of precedence shall apply only to the extent necessary to resolve a direct conflict between provisions.

3. Description of Services

AutoRevolution provides a business-to-business ("B2B"), cloud-based software-as-a-service ("SaaS") platform and related technology services designed for automotive dealerships, dealer groups, manufacturers, agencies, and other commercial automotive industry participants (collectively, the "Services"), which may include, without limitation:

  • Website hosting, website management, and content management system ("CMS") functionality;
  • Customer relationship management ("CRM") applications and customer engagement tools;
  • Lead generation, lead routing, and lead management solutions;
  • Digital marketing, advertising, attribution, reporting, and analytics services;
  • SMS, messaging, communication, and customer outreach tools;
  • Artificial intelligence, automation, and workflow optimization capabilities;
  • Vehicle photography, imaging, and media management applications, including LotPix;
  • Inventory merchandising, syndication, and inventory management workflows;
  • Buyer's guide, vehicle sticker, pricing, and disclosure generation tools;
  • Cloud-based storage, data synchronization, and inventory distribution services;
  • Data processing, enrichment, migration, transformation, and integration services;
  • Application programming interfaces ("APIs"), connectors, third-party integrations, and related interoperability functionality; and
  • Any enhancements, updates, modifications, ancillary services, or additional features made available by AutoRevolution from time to time.

The Services are offered solely for commercial and business purposes and are not intended for personal, family, household, or consumer use.

The Services are provided on a subscription basis and may be accessed through web-based applications, mobile applications, APIs, integrations, and other delivery mechanisms designated by AutoRevolution.

AutoRevolution continually develops, improves, and enhances the Services. Accordingly, subject to the terms of the applicable Master Services Agreement ("MSA"), AutoRevolution may, in its sole discretion and without liability, modify, update, upgrade, enhance, replace, reconfigure, suspend, or discontinue any feature, functionality, user interface, integration, technology, component, or portion of the Services, provided that such changes do not materially diminish the overall core functionality of the Services purchased by Customer during the applicable Subscription Term. AutoRevolution may implement such changes as reasonably necessary to maintain or improve the security, integrity, compliance, performance, reliability, scalability, availability, or operation of the Services, to comply with applicable law, or to address evolving business, technical, or operational requirements.

Customer acknowledges that the Services may incorporate third-party products, services, data sources, integrations, communication networks, or platforms that are not owned or controlled by AutoRevolution. AutoRevolution shall not be responsible for the modification, interruption, degradation, or discontinuation of any third-party service or dependency, except to the extent expressly provided in the applicable MSA.

4. Eligibility; Authorized Use; Account Administration

4.1 Eligibility

This Privacy Policy applies to personal information collected:

Customer represents and warrants that it: (a) is a legally organized entity in good standing under the laws of its jurisdiction of formation; (b) possesses all requisite power and authority to enter into and perform its obligations under this Agreement; and (c) will provide and maintain accurate, complete, and current account, registration, and contact information throughout the Term.

The Services are intended solely for business and commercial purposes and may only be accessed and used by individuals who are at least eighteen (18) years of age and who are authorized by Customer to access and use the Services on Customer's behalf.

4.2 Permitted Customer Types

The Services are designed exclusively for use by automotive industry participants, including:

  • Licensed automotive dealerships and dealership groups;
  • Vehicle wholesalers, resellers, auctions, and fleet operators;
  • Original Equipment Manufacturers ("OEMs") and OEM-affiliated entities; and
  • Customer's authorized employees, contractors, consultants, and agents acting within the scope of their engagement with Customer ("Authorized Users").

Company reserves the right to verify Customer's eligibility and industry status and may deny, suspend, or terminate access if Customer no longer satisfies the foregoing eligibility requirements.

4.3 Prohibitied Use

The Services shall not be used for:

  • Personal, family, household, or consumer purposes;
  • Access or use by individuals under eighteen (18) years of age;
  • Any activity that violates applicable law, regulation, industry standard, or third-party rights; or
  • Any use inconsistent with the intended commercial automotive purposes of the Services.

4.4 Account Ownership and Responsibility

Customer is solely responsible and liable for all access to and use of the Services under its account, whether authorized by Customer or not, including all actions taken by Authorized Users and any person accessing the Services through Customer's credentials, systems, devices, or networks.

Customer shall:

  • Maintain the confidentiality and security of all usernames, passwords, API credentials, access tokens, and other authentication mechanisms;
  • Ensure that only Authorized Users access and use the Services;
  • Implement and maintain commercially reasonable administrative, technical, and physical safeguards to protect account credentials and access to the Services;
  • Promptly notify Company of any actual or suspected unauthorized access, credential compromise, security incident, or misuse of the Services;
  • Establish and enforce appropriate onboarding, role-based access control, credential management, and offboarding procedures for Authorized Users; and
  • Remain responsible for the acts, omissions, and compliance of all Authorized Users as if such acts and omissions were those of Customer.

4.5 Compliance Obligations

Customer is solely responsible for ensuring that its use of the Services, and the use of the Services by its Authorized Users, complies with all applicable federal, state, local, and industry-specific laws, regulations, and requirements, including those governing:

  • Automotive sales, leasing, advertising, and marketing;
  • Consumer protection and unfair or deceptive trade practices;
  • Vehicle inventory listings and related disclosures;
  • Data privacy and data protection;
  • Electronic communications and record retention;
  • The Federal Trade Commission Used Car Rule and related regulatory requirements; and
  • Any state-specific dealer, title, registration, disclosure, licensing, or consumer protection obligations.

Customer bears sole responsibility for the accuracy, completeness, legality, and regulatory compliance of all inventory data, listings, advertisements, disclosures, representations, and content submitted to, generated through, or distributed using the Services.

4.6 Data Controller Responsbilities

As between the parties, Customer acknowledges and agrees that Customer acts as the data controller, business, or equivalent responsible party with respect to any personal information, consumer data, vehicle data, or other information processed through the Services on Customer's behalf. Customer retains sole responsibility for determining the lawful basis, purpose, means, and downstream use of such data and for satisfying all legal obligations applicable to Customer in connection therewith.

4.7 Authorized User Representations

Customer represents and warrants that all Authorized Users:

  • Have been properly trained and authorized to access Customer's dealership management systems, inventory systems, and related business systems;
  • Possess all permissions necessary to access and use the Services;
  • Will comply with this Agreement and all applicable laws and regulations; and
  • Will access and use the Services solely for Customer's legitimate business purposes.

4.8 Suspension and Protective Measures

Company may, without liability and with or without prior notice, suspend, restrict, or terminate access to the Services, in whole or in part, if Company reasonably determines that such action is necessary to: (a) prevent or mitigate a security risk, data breach, fraud, or unauthorized access; (b) protect the integrity, availability, or security of the Services or any third-party systems; (c) comply with applicable law, regulation, court order, or governmental request; (d) investigate suspected misuse of the Services or a violation of this Agreement; or (e) prevent harm to Company, its customers, users, systems, or third parties.

Company shall use commercially reasonable efforts to restore access promptly once the underlying issue has been resolved, where restoration is appropriate and legally permissible.

5. Roles of the Parties and Data Processing

5.1 Relationship of the Parties

As between the Parties, Customer determines the purposes and means of Processing Customer Data and acts as the "Controller" (or equivalent designation under applicable Data Protection Laws). AutoRevolution acts solely as a "Processor", "Service Provider", or equivalent entity, as applicable under relevant Data Protection Laws, with respect to Customer Data Processed on Customer's behalf in connection with the Services.

5.2 Data Processing Addendum

To the extent required by applicable Data Protection Laws, the Parties shall enter into, and be bound by, a separate Data Processing Addendum ("DPA"). In the event of any conflict or inconsistency between this Agreement and the DPA with respect to the Processing of Customer Data, the DPA shall control and govern.

5.3 Processing Activities

AutoRevolution shall:

  • (a) Process Customer Data solely on behalf of Customer and only as necessary to provide, maintain, support, secure, and improve the Services, or as otherwise instructed by Customer and permitted by applicable law;
  • (b) Not sell, share, disclose, rent, or otherwise make available Customer Personal Data to third parties except as necessary to perform the Services, comply with applicable law, or as expressly authorized by Customer;
  • (c) Implement and maintain appropriate administrative, technical, physical, and organizational safeguards designed to protect Customer Data against unauthorized or unlawful Processing and against accidental loss, destruction, alteration, or disclosure, consistent with applicable Data Protection Laws and industry-standard security practices; and
  • (d) Comply with all applicable Data Protection Laws governing its Processing of Customer Data, including, where applicable, the California Consumer Privacy Act, as amended by the California Privacy Rights Act (collectively, "CCPA/CPRA"), the General Data Protection Regulation ("GDPR"), and other applicable U.S. state privacy laws.

5.4 Changes to Processing Practices

AutoRevolution may modify its data processing and security practices from time to time to reflect changes in applicable law, regulatory requirements, technology, or industry standards, provided that such modifications do not materially diminish the level of protection afforded to Customer Data. AutoRevolution shall provide notice of material changes where required by applicable law or the DPA.

6. License Grant and Use Restrictions

6.1 Limited License Grant

Subject to Customer's compliance with this Agreement and payment of all applicable Fees, Company hereby grants Customer, during the applicable Subscription Term, a limited, non-exclusive, non-sublicensable, non-transferable (except as expressly permitted under this Agreement), revocable right and license to access and use the Services solely for Customer's internal business purposes in connection with automotive inventory management and related lawful business operations, and only in accordance with the Documentation and any applicable Order Form.

No rights are granted to Customer except those expressly set forth in this Agreement. All rights not expressly granted are reserved by Company and its licensors.

6.2 Authorized Users

Customer may permit its employees, contractors, and other personnel authorized by Customer ("Authorized Users") to access and use the Services solely on Customer's behalf and for Customer's internal business purposes.

6.3 Use Restrictions

Customer shall not, and shall not permit any third party to:

  • (a) copy, reproduce, modify, adapt, translate, distribute, sell, lease, sublicense, assign, transfer, disclose, or otherwise make the Services available to any third party, except as expressly authorized under this Agreement;
  • (b) reverse engineer, decompile, disassemble, decode, attempt to derive, discover, or gain access to the source code, underlying structure, algorithms, ideas, know-how, or trade secrets embodied in the Services, except to the limited extent such restriction is prohibited by applicable law;
  • (c) access or use the Services to develop, support, train, benchmark, evaluate, or provide any product, service, or technology that competes with the Services;
  • (d) use the Services for service bureau, timesharing, outsourcing, public marketplace, commercial hosting, white-label, or third-party resale purposes, except pursuant to Company's prior written authorization and approved integrations;
  • (e) circumvent, disable, interfere with, or otherwise compromise any security mechanism, authentication measure, access control, usage limitation, or technical safeguard implemented by Company;
  • (f) permit any person other than Authorized Users to access or use the Services, or share, transfer, disclose, or otherwise provide account credentials to any unauthorized person;
  • (g) access or use the Services in a manner that exceeds applicable usage limits, licensed scope, or authorized access rights;
  • (h) use the Services to store, transmit, process, or distribute malicious code, malware, ransomware, or other harmful materials;
  • (i) access or use the Services in violation of any applicable law, regulation, governmental order, industry requirement, or third-party rights, including applicable privacy, data protection, consumer protection, export control, and intellectual property laws; or
  • (j) use the Services in any manner that could reasonably be expected to impair, disrupt, damage, overburden, or compromise the integrity, security, performance, or availability of the Services or Company's systems.

6.4 Suspension and Remedies

Without limiting any other rights or remedies available to Company, Company may suspend or restrict Customer's access to all or any portion of the Services immediately upon notice if Company reasonably determines that Customer or any Authorized User has violated this Section 6, poses a security risk, or otherwise threatens the integrity, availability, or security of the Services.

6.5 Material Breach

Any violation of this Section 6 shall constitute a material breach of this Agreement and may result in immediate suspension or termination of Customer's access to the Services, in addition to any other rights and remedies available to Company at law, in equity, or under this Agreement.

7. Ownership and Intellectual Property Rights

7.1 Company Ownership

The Services, Software, Documentation, APIs, user interfaces, configurations, workflows, designs, algorithms, methodologies, inventions, know-how, trade secrets, and all related technology, together with all modifications, enhancements, updates, upgrades, derivative works, and improvements thereto, are and shall remain the exclusive property of Company and its licensors.

Except for the limited rights expressly granted under this Agreement, no right, title, or interest in or to the Services or Company's intellectual property is transferred, assigned, or conveyed to Customer, whether by implication, estoppel, exhaustion, or otherwise.

7.2 Customer Ownership

As between the parties, Customer retains all right, title, and interest in and to Customer Data and any intellectual property owned or controlled by Customer prior to or independently of this Agreement.

7.3 Feedback

Customer may, from time to time, provide suggestions, recommendations, enhancement requests, comments, or other feedback regarding the Services ("Feedback"). Customer grants Company a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free, fully paid-up license to use, reproduce, modify, distribute, commercialize, and otherwise exploit such Feedback without restriction, attribution, or compensation.

7.4 Reservation of Rights

All rights not expressly granted to Customer under this Agreement are reserved by Company and its licensors.

8. Acceptable Use Policy

8.1 Compliance with Acceptable Use Policy

Customer shall comply with Company's Acceptable Use Policy ("AUP"), as updated from time to time and made available to Customer through the Services, customer portal, or Company's website. The AUP is incorporated into and forms part of this Agreement by reference.

8.2 Prohibited Activities

Without limiting the AUP, Customer shall not, and shall not permit any Authorized User or third party to:

  • (a) use the Services to violate applicable laws or regulations;
  • (b) interfere with, disrupt, compromise, or attempt to gain unauthorized access to any network, system, account, or data;
  • (c) transmit malware, viruses, ransomware, malicious code, or harmful content;
  • (d) engage in security testing, penetration testing, vulnerability scanning, scraping, crawling, harvesting, or automated extraction of data without Company's prior written consent;
  • (e) use the Services to infringe, misappropriate, or otherwise violate intellectual property, privacy, publicity, or other proprietary rights; or
  • (f) use the Services in a manner that could reasonably be expected to impair the functionality, security, availability, or performance of the Services.

Company may suspend access to the Services upon notice if Company reasonably determines that Customer's use violates this Section or the AUP.

9. Artificial Intelligence and Machine Learning Restrictions

9.1 Restrictions on AI and Machine Learning Use

Except as expressly authorized in writing by Company, Customer shall not, directly or indirectly:

  • (a) use the Services, Documentation, outputs, metadata, interfaces, workflows, or underlying technology to train, fine-tune, validate, benchmark, improve, or develop any artificial intelligence, machine learning, large language model, neural network, generative AI system, or similar technology;
  • (b) use automated tools, bots, agents, scripts, crawlers, or data extraction technologies to collect information from the Services for AI or machine learning purposes;
  • (c) use outputs generated by the Services to create, train, improve, or validate any competing product, model, algorithm, or service; or
  • (d) use the Services for model inversion, model extraction, prompt harvesting, dataset generation, or similar activities intended to replicate or derive the functionality of the Services.

9.2 Company AI Rights

Nothing in this Agreement prohibits Company from using aggregated, anonymized, or de-identified data in accordance with Section 10 for purposes of improving, securing, supporting, operating, or developing the Services, including machine learning and artificial intelligence capabilities, provided such use does not identify Customer or disclose Customer Confidential Information.

Customer acknowledges and agrees that:

  • Any artificial intelligence, machine learning, or automated system-generated outputs (collectively, "AI Outputs") provided through the Services are provided for informational and operational assistance purposes only and do not constitute legal, financial, or other professional advice of any kind;
  • Customer is solely responsible for independently evaluating, validating, and verifying all AI Outputs prior to reliance or use, and assumes all risk associated with any decisions, actions, or omissions made in connection therewith;
  • To the maximum extent permitted under applicable law, AutoRevolution disclaims all liability, whether in contract, tort (including negligence), or otherwise, arising out of or relating to Customer's or any third party's reliance on or use of AI Outputs;
  • AutoRevolution may, in its sole discretion, modify, update, retrain, replace, or otherwise change any underlying models, algorithms, system prompts, safeguards, or associated disclaimers at any time as required to comply with applicable laws, regulations, regulatory guidance, or industry standards, including without limitation the EU Artificial Intelligence Act and any applicable United States federal or state requirements.

10. Customer Data and Data Usage

10.1 Customer Data

"Customer Data" means all data, records, content, files, information, and materials submitted, uploaded, transmitted, stored, or otherwise provided by or on behalf of Customer through the Services.

Customer retains all right, title, and interest in and to Customer Data.

10.2 Customer License to Company

Customer grants Company a non-exclusive, worldwide, limited license to host, process, transmit, store, copy, display, and otherwise use Customer Data solely as necessary to provide, maintain, secure, support, and improve the Services and to fulfill Company's obligations under this Agreement.

10.3 Data Usage Rights

Company may collect and use operational, diagnostic, telemetry, performance, usage, and technical information relating to the operation and use of the Services.

Company may use such information in aggregated, anonymized, or de-identified form for lawful business purposes, including analytics, benchmarking, service improvement, capacity planning, security monitoring, product development, and industry reporting, provided that such information does not identify Customer, any Authorized User, or any individual.

10.4 Customer Responsibilities

Customer represents and warrants that it possesses all rights, permissions, and lawful bases necessary to provide Customer Data to Company and to permit Company's processing of Customer Data in accordance with this Agreement.

Customer is solely responsible for the accuracy, quality, legality, and integrity of Customer Data.

10.5 Security

Company shall maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, or destruction.

10.6 Return and Deletion

Upon expiration or termination of this Agreement, Company shall make Customer Data available for export for a period specified in the applicable Order Form or Documentation. Thereafter, Company may delete Customer Data in accordance with its data retention policies, except to the extent retention is required by applicable law.

11. Audit Rights and Usage Verification

11.1 Usage Verification

Where Fees are based on Authorized Users, transactions, inventory records, API calls, storage volumes, usage metrics, or other measurable consumption criteria, Company may verify Customer's compliance with applicable licensing, subscription, and usage limitations.

11.2 Audit Rights

Upon at least thirty (30) days' prior written notice and no more than once during any twelve (12)-month period, Company may conduct a reasonable audit of Customer's records, systems, and usage information solely to verify compliance with this Agreement.

Any audit shall:

  • (a) occur during normal business hours;
  • (b) be conducted in a manner designed to minimize disruption to Customer's operations;
  • (c) be subject to Customer's reasonable security and confidentiality requirements; and
  • (d) be performed either by Company or an independent auditor bound by confidentiality obligations no less protective than those contained herein.

11.3 Underpayment

If an audit reveals underpayment of Fees or use exceeding licensed quantities by more than five percent (5%) during the audited period, Customer shall promptly pay the applicable additional Fees and reimburse Company for reasonable audit costs. Any unpaid amounts shall accrue interest as permitted under this Agreement.

11.4 No Access to Unrelated Information

Customer shall have no right to access Company trade secrets, unrelated business records, regulated data, personal information, or systems unrelated to verification of compliance under this Agreement.

12. Reverse Engineering Carveout

Notwithstanding anything to the contrary in this Agreement, Customer shall not reverse engineer, decompile, disassemble, decode, derive, or otherwise attempt to discover the source code, object code, underlying structure, algorithms, ideas, know-how, or trade secrets of the Services. To the extent Customer possesses any non-waivable right under applicable law to undertake such activities, Customer may exercise such right only after providing Company with prior written notice describing the information sought and the purpose for which it is required, and only if Company has not made such information available through commercially reasonable means within a reasonable period of time. Any information obtained through the exercise of such statutory rights shall be used solely for the purpose expressly permitted by applicable law and shall constitute Company's Confidential Information.

13. Customer Compliance Obligations

13.1 Compliance with Applicable Laws

"Applicable Laws" means all applicable international, federal, state, provincial, and local laws, statutes, regulations, rules, ordinances, regulatory guidance, self-regulatory frameworks, and industry standards, including those governing telecommunications, electronic communications, marketing, consumer protection, privacy, data protection, accessibility, credit reporting, lending, and biometric information, as amended or replaced from time to time, including without limitation the TCPA, CAN-SPAM Act, CCPA/CPRA, GLBA, FCRA, TILA, ECOA, ADA, and BIPA, as applicable.

Customer shall comply, and shall ensure that its Authorized Users, agents, contractors, and representatives comply, with all applicable international, federal, state, provincial, and local laws, regulations, rules, ordinances, regulatory guidance, and industry requirements in connection with Customer's use of the Services and its collection, processing, storage, disclosure, transmission, and use of Personal Information and communications conducted through the Services (collectively, "Applicable Laws").

Without limiting the foregoing, Customer shall comply with all Applicable Laws relating to telecommunications, marketing, consumer protection, privacy, accessibility, lending, credit reporting, and biometric information, including, as applicable, the Telephone Consumer Protection Act ("TCPA"), CAN-SPAM Act, California Consumer Privacy Act and California Privacy Rights Act ("CCPA/CPRA"), Gramm-Leach-Bliley Act ("GLBA"), Fair Credit Reporting Act ("FCRA"), Truth in Lending Act ("TILA"), Equal Credit Opportunity Act ("ECOA"), Americans with Disabilities Act ("ADA"), Illinois Biometric Information Privacy Act ("BIPA"), and any successor, amended, or substantially similar state or federal laws.

13.3 Opt-Out and Preference Management

Customer shall provide recipients with clear, conspicuous, legally compliant, and reasonably accessible mechanisms to revoke consent or opt out of communications, where required by Applicable Law. Customer shall promptly honor all opt-out, unsubscribe, revocation-of-consent, and do-not-contact requests, including requests communicated through standard industry keywords such as "STOP," and shall maintain suppression and preference-management processes sufficient to ensure ongoing compliance with Applicable Laws.

13.4 Sole Responsibility

Customer acknowledges and agrees that Customer is solely responsible for the legality, content, timing, recipients, and delivery of communications initiated, transmitted, or authorized by Customer through the Services, and for obtaining and maintaining all rights, consents, permissions, and authorizations necessary for such communications and related data processing activities.

Customer acknowledges that AutoRevolution is a passive technology provider and does not control, monitor, or assume responsibility for Customer Communications. AutoRevolution shall have no liability for Customer's failure to comply with Applicable Laws in connection with Customer Communications.

Customer shall defend, indemnify, and hold harmless AutoRevolution, its affiliates, and each of their respective officers, directors, employees, contractors, agents, successors, and assigns from and against any and all claims, actions, demands, proceedings, investigations, liabilities, damages, losses, penalties, fines, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

  • (a) Customer Communications;
  • (b) Customer's actual or alleged violation of Applicable Laws;
  • (c) Customer's failure to obtain, maintain, or document required consents, notices, or authorizations;
  • (d) any allegation that Customer Communications infringed, misused, or violated any third-party rights; or
  • (e) Customer's use of the Services in violation of this Agreement.

13.5 Communications-Specific Suspension Rights

Without limiting any other rights or remedies, AutoRevolution may immediately suspend, restrict, throttle, or disable Customer's access to or use of the Services (in whole or in part) with respect to Customer Communications where AutoRevolution reasonably determines, in its sole discretion, that:

  • (a) Customer Communications may violate Applicable Laws;
  • (b) Customer Communications may expose AutoRevolution, its affiliates, or any third party to regulatory, legal, or reputational risk;
  • (c) Customer has failed to provide adequate evidence of consent or compliance upon request; or
  • (d) Customer's use of the Services results in abnormal complaint, spam, or carrier-blocking rates.

AutoRevolution shall have no liability for any such suspension undertaken in good faith.

13.6 Allocation of Risk

Customer acknowledges and agrees that:

  • (a) Customer retains full legal responsibility for Customer Communications;
  • (b) AutoRevolution does not and cannot verify consent or compliance for Customer Communications; and
  • (c) the pricing of the Services reflects the allocation of risk set forth in this Agreement, including the indemnification and limitation of liability provisions herein.

14. Biometric Data and Image Processing

Customer acknowledges and agrees that:

  • Certain features of the Services, including without limitation LotPix, are designed to capture, process, transmit, and store photographic and video content of vehicles, which may incidentally include images of individuals or facial features that could constitute "biometric identifiers," "biometric information," or similarly defined terms under applicable law;
  • Customer is solely responsible for ensuring that it obtains all notices, consents, authorizations, and permissions required under applicable law prior to the collection, capture, recording, or processing of any images or data that may constitute biometric data or sensitive personal information, including without limitation the Illinois Biometric Information Privacy Act ("BIPA"), the California Consumer Privacy Act, as amended by the California Privacy Rights Act ("CCPA/CPRA"), and any other applicable federal, state, or local privacy or biometric statutes or regulations;
  • To the maximum extent permitted by law, AutoRevolution does not use biometric data or facial recognition technologies for the purpose of identifying or verifying individuals and does not intentionally process images for identification purposes;
  • AutoRevolution does not sell, lease, trade, or share biometric information for commercial or identification purposes unrelated to the provision, maintenance, or support of the Services;
  • Customer acknowledges that inventory photographs and related media captured through LotPix are transmitted to and stored within Customer's designated third-party or Customer-controlled inventory management environment integrated with the Services;
  • Upon successful transmission, the LotPix application is designed, where technically feasible and supported by the applicable device, operating system, and network conditions, to delete such images and media from local device storage;
  • Notwithstanding the foregoing, Customer acknowledges and agrees that deletion of locally stored media may be delayed, incomplete, or otherwise impacted by factors outside AutoRevolution's reasonable control, including but not limited to device hardware limitations, operating system behavior, offline operation, synchronization failures, network connectivity issues, user actions, or third-party system constraints, and AutoRevolution does not guarantee immediate or complete removal of such media from all local or cached storage in all circumstances;
  • AutoRevolution implements commercially reasonable administrative, technical, and organizational safeguards designed to support privacy and data minimization principles; however, AutoRevolution does not admit that it is a "collector," "processor," or "processor of biometric identifiers" under any applicable biometric privacy statute solely by virtue of providing the Services.

15. Third-Party Services

The Services may integrate with, interoperate with, or rely upon third-party platforms, infrastructure providers, or services ("Third-Party Services"). Customer acknowledges and agrees that such Third-Party Services are not controlled by Company.

To the maximum extent permitted by applicable law, Company disclaims all liability for the acts, omissions, availability, performance, security, or data handling practices of any Third-Party Services, including without limitation any outages, service interruptions, data loss, or security incidents, except to the extent directly caused by Company's breach of this Agreement.

Customer further acknowledges that Third-Party Services may process Customer Data pursuant to their own applicable terms, privacy policies, and security practices. Where Company utilizes third-party subprocessors in the provision of the Services, such subprocessors shall be engaged under commercially reasonable contractual obligations intended to protect Customer Data; however, Customer agrees that such subprocessors remain independent controllers or processors as applicable under their respective terms.

Customer assumes all risk arising from its use of Third-Party Services and is solely responsible for reviewing and complying with any applicable third-party terms.

16. Fees; Taxes; Sales Tax Compliance

Customer shall pay all Fees in accordance with the applicable Master Services Agreement ("MSA"), Order Form, or other governing commercial agreement between the parties. All Fees are exclusive of any taxes, duties, levies, or similar governmental assessments, unless expressly stated otherwise in writing.

16.1 Sales and Use Tax

Customer acknowledges and agrees that the Services may be subject to applicable state and local sales and use taxes, including, without limitation, Texas sales and use tax, depending on the nature of the Services and applicable jurisdictional tax laws.

Where required by applicable law, Company may calculate, collect, and remit such taxes to the appropriate taxing authorities. Customer shall provide Company with valid and duly executed exemption certificates or other required documentation to substantiate any claimed tax exemption.

To the extent properly supported by valid exemption documentation and recognized under applicable Texas law and administrative guidance, certain SaaS, software, and/or data processing services may qualify for partial exemption, including the Texas data processing exemption, which may exclude a portion of the taxable base (commonly resulting in up to 80% exemption and 20% taxable portion), subject to the specific facts, documentation, and then-current interpretation by the Texas Comptroller of Public Accounts.

All tax determinations are subject to interpretation by applicable taxing authorities and may be modified, clarified, or reassessed at any time without notice. Company makes no representation or warranty regarding the tax treatment of the Services.

16.2 Tax Responsibility; Indemnity

Except to the extent Company is expressly required by applicable law to collect and remit taxes, Customer is solely responsible for all taxes, duties, and governmental charges arising from or related to Customer's use of the Services.

Customer shall indemnify, defend, and hold harmless Company, including its affiliates, officers, directors, and employees, from and against any and all losses, liabilities, penalties, interest, audits, or claims arising out of or relating to (i) Customer's failure to provide valid exemption documentation, or (ii) any misrepresentation or inaccuracy in tax exemption certificates or related supporting materials.

All Fees, payment terms, and billing obligations are governed exclusively by the applicable MSA and/or Order Form. Fees are non-cancellable and non-refundable except as expressly required by applicable law. Company may suspend or terminate Services for non-payment in accordance with the governing agreement.

17. Data Retention and Deletion

17.1 Retention of Personal Data

The Company shall process and retain Personal Data only for as long as necessary to perform the Services under the Agreement, and in any event in accordance with the Controller's documented instructions and applicable law.

Without limiting the foregoing, the Parties acknowledge that retention periods may vary depending on the category of Personal Data and applicable legal or regulatory requirements. Subject to applicable law and any written instructions from the Controller, the Company applies the following retention standards:

  • Account Data: Retained for the duration of the Agreement and for up to thirty-six (36) months thereafter, unless a longer retention period is required by applicable law or agreed in writing by the Parties;
  • Lead Data: Retained for up to twenty-four (24) months from the date of last meaningful interaction, unless otherwise required by law or instructed by the Controller;
  • Analytics Data: Retained for a period of twelve (12) to twenty-six (26) months, depending on operational requirements, after which it shall be deleted or irreversibly anonymized;
  • Marketing Data: Retained for up to twenty-four (24) months following the last recorded interaction, unless otherwise required by applicable law or Controller instruction;
  • Financial and Transaction Data: Retained for up to seven (7) years, or longer where required under applicable tax, accounting, or financial recordkeeping laws;
  • Legal, Compliance, and Audit Data: Retained for as long as necessary to comply with applicable legal obligations or regulatory requirements, or to establish, exercise, or defend legal claims;
  • SMS and Communication Records (including TCPA-related records): Retained for up to four (4) years, or longer where required to evidence consent, compliance, or lawful communications.

17.2 Biometric Data (If Applicable)

To the extent the Company processes Biometric Data on behalf of the Controller, such data shall be:

  • retained only for the minimum period necessary to fulfill the specific purpose for which it was collected; or
  • retained for such period as required by applicable law, whichever is longer;
  • and shall thereafter be securely deleted or irreversibly anonymized in accordance with industry-standard security practices.

17.3 Deletion and Anonymization

Upon termination or expiration of the Agreement, or upon the Customer's written request, the Company shall, at the choice of the Controller:

  • delete all Personal Data (including copies thereof) in its possession or control; or
  • unless retention of such Personal Data is required by applicable law.

Where deletion is required, the Company shall ensure that Personal Data is permanently and securely deleted or irreversibly anonymized such that it can no longer be associated with an identifiable individual or Customer.

18. Service Availability

Except as expressly set forth in an applicable Service Level Agreement ("SLA"), the Services are provided on an "as is" and "as available" basis, and Company does not warrant that the Services will be uninterrupted, error-free, or immune from defects or delays.

18.1 Service Level Commitment

Where an SLA is expressly incorporated into this Agreement, Company shall use commercially reasonable efforts to maintain Service availability with a target uptime of ninety-nine point nine nine five percent (99.995%) measured on a calendar-month basis ("Service Level Target"), excluding any period of unavailability attributable to:

  • (i) scheduled maintenance, provided that Company gives prior notice where commercially practicable;
  • (ii) emergency maintenance or repairs required to address security, stability, or system integrity issues;
  • (iii) Third-Party Services, hosting providers, telecommunications networks, or other external systems not controlled by Company;
  • (iv) force majeure events or other circumstances beyond Company's reasonable control; and
  • (v) acts, omissions, or configurations of Customer, its Affiliates, or End Users, including misuse or unauthorized use of the Services.

18.2 Nature of Service Levels

The Service Level Target is a performance objective and not a guarantee or warranty. Customer acknowledges that system availability may vary and that compliance with the Service Level Target is assessed in accordance with the exclusions set forth herein and any applicable SLA measurement methodology.

18.3 Sole Remedy

To the extent an SLA is expressly applicable and a Service Level Target is not met, Customer's sole and exclusive remedy shall be any service credits or other remedies, if any, expressly set forth in the SLA. In no event shall such remedies be construed as damages or as creating any additional liability beyond what is expressly provided in the SLA.

18.4 Limitation of Liability for Availability

To the maximum extent permitted by law, Company shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or any loss of use, data, revenue, or profits, arising out of or relating to any downtime, service interruption, or failure to meet the Service Level Target, except to the extent expressly provided otherwise in an applicable SLA.

19. Disclaimer of Warranties (Texas Law Governed)

THE SERVICES ARE PROVIDED ON AN "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS" BASIS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, INCLUDING THE LAWS OF THE STATE OF TEXAS, COMPANY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, DATA QUALITY, RELIABILITY, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, COMPANY MAKES NO REPRESENTATION OR WARRANTY THAT THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS, ACHIEVE ANY INTENDED RESULTS, OR OPERATE WITHOUT INTERRUPTION, DELAY, ERROR, DEFECT, SECURITY BREACH, DATA LOSS, CORRUPTION, OR OTHER DISRUPTION, INCLUDING WITHOUT LIMITATION ANY HARMFUL CODE OR TECHNOLOGICALLY HARMFUL MATERIAL.

CUSTOMER ACKNOWLEDGES AND AGREES THAT IT HAS INDEPENDENTLY DETERMINED THE SUITABILITY OF THE SERVICES FOR ITS INTENDED USE CASES AND ASSUMES ALL RISK ARISING OUT OF OR RELATING TO ITS ACCESS TO AND USE OF THE SERVICES, INCLUDING ANY RELIANCE UPON ANY OUTPUTS, DATA, CONTENT, OR FUNCTIONALITY PROVIDED THROUGH THE SERVICES.

NO ORAL OR WRITTEN INFORMATION, STATEMENTS, OR ADVICE PROVIDED BY COMPANY, ITS AFFILIATES, OR THEIR RESPECTIVE REPRESENTATIVES SHALL CREATE ANY WARRANTY, REPRESENTATION, OR CONDITION NOT EXPRESSLY SET FORTH IN THIS AGREEMENT.

Texas Law Limitations

NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED TO DISCLAIM, EXCLUDE, OR LIMIT ANY WARRANTY, LIABILITY, OR RIGHT THAT CANNOT BE DISCLAIMED UNDER APPLICABLE TEXAS LAW, INCLUDING WITHOUT LIMITATION THE TEXAS DECEPTIVE TRADE PRACTICES�??CONSUMER PROTECTION ACT (TEX. BUS. & COM. CODE �?�§ 17.41 ET SEQ.), TO THE EXTENT SUCH LAW IS APPLICABLE AND CANNOT BE WAIVED OR DISCLAIMED.

20. Limitation of Liability

To the fullest extent permitted under applicable law (including Texas law), the parties agree as follows:

20.1 Disclaimer of Certain Damages

Neither party shall be liable to the other for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any loss of profits, revenue, business interruption, goodwill, data, or anticipated savings, arising out of or relating to this Agreement, regardless of the theory of liability (contract, tort, strict liability, or otherwise), even if advised of the possibility of such damages and even if a remedy fails of its essential purpose.

20.2 Limitation of Liability (Cap)

Except as expressly provided in Section 20.3 (Excluded Claims) and unless otherwise set forth in a duly executed master services agreement ("MSA") between the parties, each party's aggregate liability arising out of or relating to this Agreement shall not exceed the total fees actually paid by Customer to Company during the six (6) months immediately preceding the event giving rise to the claim (the "Liability Cap").

20.3 Excluded Claims (Carve-Outs from Liability Cap and/or Damage Exclusions)

The limitations set forth in Sections 20.1 and 20.2 shall not apply to liability arising from:

  • (a) Gross Negligence or Willful Misconduct of a party, to the extent such limitation is not prohibited under Texas law;
  • (b) Fraud or Fraudulent Misrepresentation;
  • (c) Bodily Injury or Death caused by a party's negligence;
  • (d) Infringement or Misappropriation of Intellectual Property Rights, including obligations to indemnify for third-party IP claims, if applicable under this Agreement or an MSA;
  • (e) Breach of Confidentiality Obligations, including unauthorized disclosure or use of the other party's Confidential Information;
  • (f) Payment Obligations of Customer under this Agreement; and
  • (g) Any other liability that cannot be limited or excluded under applicable law, including Texas public policy.

20.4 Texas Law Acknowledgment and Construction

The parties expressly acknowledge and agree that:

  • (a) The limitations and exclusions of liability set forth in this Agreement are an essential basis of the bargain between the parties;
  • (b) Each party has had the opportunity to allocate risks and consider the fees charged in light of such limitations; and
  • (c) The provisions of this Section are intended to be enforced to the maximum extent permitted under the laws of the State of Texas, including the Texas Business and Commerce Code and applicable common law principles governing contractual risk allocation.

21. Indemnification

21.1 Customer Indemnification

Customer shall defend, indemnify, and hold harmless Company, its affiliates, licensors, service providers, and their respective officers, directors, employees, contractors, agents, successors, and assigns (collectively, the "Company Indemnitees") from and against any and all third-party claims, demands, actions, investigations, regulatory inquiries, enforcement proceedings, fines, penalties, damages, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and legal costs) arising out of or relating to:

  • (a) Customer Data, customer lists, contact information, lead data, or any other information, content, materials, recordings, prompts, scripts, or communications provided, uploaded, imported, generated, directed, or authorized by Customer;
  • (b) Customer's or any Authorized User's use of the Services in violation of this Agreement, Documentation, applicable law, industry standards, carrier requirements, platform policies, or third-party rights;
  • (c) any communication, call, text message, SMS message, MMS message, voicemail, email, artificial voice message, prerecorded voice message, AI-generated communication, automated communication, marketing campaign, outreach campaign, solicitation, or other transmission initiated, authorized, configured, scheduled, generated, or sent by or on behalf of Customer through the Services;
  • (d) any actual or alleged failure to obtain, maintain, document, or honor legally sufficient consent, opt-in authorization, notice, disclosure, or permission required under applicable law;
  • (e) any actual or alleged violation of the Telephone Consumer Protection Act (TCPA), Telemarketing Sales Rule (TSR), CAN-SPAM Act, Do-Not-Call regulations, state telemarketing laws, state privacy laws, biometric privacy laws, consumer protection laws, data protection laws, or any similar federal, state, local, or foreign law, regulation, rule, or industry requirement governing communications, marketing, privacy, recordings, or customer outreach;
  • (f) Customer's CRM activities, lead generation activities, contact acquisition methods, audience-building practices, marketing automation workflows, campaign targeting decisions, data collection practices, data processing activities, or business operations;
  • (g) Customer's negligence, willful misconduct, fraud, misrepresentation, or breach of this Agreement; or
  • (h) any actual or alleged infringement, misappropriation, violation, or unauthorized use of any intellectual property right, privacy right, publicity right, contractual right, or other proprietary right arising from Customer Data, Customer content, Customer communications, or Customer's use of the Services.

21.2 Customer Compliance Responsibilities

Customer acknowledges and agrees that Customer is solely responsible for determining the legality, timing, content, recipients, frequency, and manner of any communications sent, initiated, or authorized through the Services, including obtaining and maintaining all required consents, authorizations, disclosures, and records necessary to comply with applicable law. Company acts solely as a technology provider and does not direct, control, create, review, approve, verify, or assume responsibility for Customer's communications, campaigns, recipient lists, consent practices, or regulatory compliance obligations.

21.3 Defense and Settlement

Company shall promptly notify Customer of any claim subject to indemnification, provided that any delay in notice shall not relieve Customer of its obligations except to the extent materially prejudiced thereby. Customer shall have sole control of the defense and settlement of any such claim; provided, however, that Customer shall not settle any claim in a manner that admits liability on the part of, imposes obligations upon, or otherwise adversely affects any Company Indemnitee without such party's prior written consent, not to be unreasonably withheld. Company may participate in the defense with counsel of its choosing at its own expense.

22. Accessibility

22.1 Customer Responsibility

Customer is solely responsible for ensuring that its websites, content, data, communications, workflows, and use of the Services comply with all applicable accessibility laws, regulations, standards, and governmental requirements, including, without limitation, the Americans with Disabilities Act of 1990, as amended ("ADA"), Section 508 of the Rehabilitation Act, and any applicable state, local, or international accessibility requirements (collectively, "Accessibility Laws").

22.2 Customer Responsibility

AutoRevolution may make certain accessibility-related features or functionality available within the Services. Such features are provided as tools to assist Customer's accessibility efforts and do not constitute legal advice, certification, or a guarantee of compliance with any Accessibility Laws.

22.3 No Warranty of Compliance

AUTOREVOLUTION DOES NOT REPRESENT, WARRANT, OR GUARANTEE THAT THE SERVICES, CUSTOMER'S WEBSITE, CUSTOMER CONTENT, OR CUSTOMER'S USE OF THE SERVICES WILL COMPLY WITH ANY ACCESSIBILITY LAWS OR ACCESSIBILITY STANDARD. CUSTOMER ACKNOWLEDGES THAT ACCESSIBILITY COMPLIANCE DEPENDS ON NUMEROUS FACTORS OUTSIDE OF AUTOREVOLUTION'S CONTROL, INCLUDING CUSTOMER'S CONTENT, CONFIGURATION, DESIGN DECISIONS, THIRD-PARTY INTEGRATIONS, AND IMPLEMENTATION OF THE SERVICES.

22.4 Customer Obligation to Review and Test

Customer shall be responsible for independently evaluating, testing, and validating the accessibility of its websites, content, and implementations of the Services and for making any modifications necessary to achieve compliance with applicable Accessibility Laws.

22.5 Limitation of Liability

To the maximum extent permitted by law, AutoRevolution shall have no liability arising from or relating to Customer's failure to comply with Accessibility Laws, including any claims, demands, investigations, penalties, fines, settlements, judgments, or regulatory actions based on alleged accessibility deficiencies in Customer's websites, content, or use of the Services.

23. Dispute Resolution

23.1 Governing Law

These Terms and any dispute, claim, or controversy arising out of or relating to these Terms, the Services, any Order Form, or the relationship between the parties (collectively, "Disputes") shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles.

23.2 Executive-Level Negotiation

Prior to initiating arbitration, either party shall provide written notice describing the nature and basis of the Dispute. Within fifteen (15) days of receipt of such notice, each party shall designate an executive with authority to settle the Dispute. The designated executives shall meet and confer in good faith and attempt to resolve the Dispute for a period of thirty (30) days before either party may commence arbitration.

23.3 Binding Arbitration

If the Dispute is not resolved through executive-level negotiations, it shall be finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator with substantial experience in commercial contracts, software licensing, cloud services, and technology transactions.

23.4 Venue and Procedures

The seat and venue of arbitration shall be Denton County, Texas, unless the parties mutually agree otherwise. The arbitration shall be conducted in English. The arbitrator shall have authority to award any remedy available under applicable law, subject to the limitations and exclusions expressly set forth in these Terms.

23.5 Equitable Relief and Collection Actions

Notwithstanding any provision of this Section, either party may seek temporary, preliminary, or permanent injunctive or equitable relief from a court of competent jurisdiction to protect its intellectual property rights, confidential information, trade secrets, data security interests, or other proprietary rights. Additionally, Provider may pursue claims for unpaid fees, collection actions, or enforcement of payment obligations in any court of competent jurisdiction without first submitting such claims to arbitration.

23.6 Data Privacy, Security, and Regulatory Matters

Nothing in these Terms shall prevent either party from reporting actual or suspected violations of law to governmental, regulatory, or supervisory authorities. Any investigation, enforcement action, regulatory inquiry, data breach notification obligation, privacy compliance matter, or similar governmental proceeding shall not be subject to mandatory arbitration to the extent arbitration would be prohibited by applicable law or would impair a party's ability to comply with legal or regulatory obligations. The parties shall cooperate in good faith regarding any such matters.

23.7 Limitation Period

Except where prohibited by applicable law, any Dispute arising out of or relating to these Terms must be commenced within two (2) years after the cause of action accrues. Any claim not brought within such period shall be permanently barred.

23.8 Class Action and Representative Proceeding Waiver

To the fullest extent permitted by law, each party agrees that any Dispute shall be brought solely in its individual capacity and not as a plaintiff, claimant, class representative, class member, private attorney general, or participant in any class, collective, consolidated, mass, or representative proceeding.

23.9 Jury Trial Waiver

To the fullest extent permitted by applicable law, each party knowingly, voluntarily, and irrevocably waives any right to trial by jury in connection with any Dispute.

23.10 Arbitration Costs and Attorneys' Fees

The parties shall initially share equally the administrative fees and arbitrator compensation required by the AAA, unless otherwise required by applicable law. The arbitrator may reallocate such fees and costs in the final award as the arbitrator deems appropriate based on the merits of the parties' respective positions and the circumstances of the Dispute. The prevailing party in any arbitration or court proceeding arising under these Terms shall be entitled to recover its reasonable attorneys' fees, expert witness fees, costs, and expenses from the non-prevailing party, unless prohibited by applicable law.

23.11 Confidentiality

The existence of any Dispute, all settlement discussions, arbitration proceedings, submissions, evidence, testimony, and awards shall be maintained as confidential by the parties and the arbitrator, except as necessary to enforce an award, comply with legal obligations, satisfy regulatory requirements, pursue insurance claims, or as otherwise required by law.

23.12 Arbitration Award

The arbitrator's award shall be final and binding upon the parties. Judgment upon the award may be entered and enforced in any court having jurisdiction.

24. Security

Company shall maintain and enforce a comprehensive information security program that includes administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, disclosure, alteration, or destruction. Such safeguards shall be consistent with applicable industry standards and practices for enterprise SaaS providers processing sensitive automotive and business data.

Without limiting the foregoing, Company's security measures may include, as appropriate, encryption of Customer Data in transit and at rest, identity and access management controls, authentication mechanisms, security logging and monitoring, vulnerability assessment and remediation processes, incident response procedures, and periodic security reviews.

Company shall periodically review and update its security measures to address evolving security threats, technological developments, and industry best practices.

Notwithstanding the foregoing, Customer acknowledges that no information system, network, or security measure can provide absolute security. Accordingly, Company does not warrant or guarantee that its services will be immune from all security incidents, cyberattacks, unauthorized intrusions, or other security events. Company shall not be deemed in breach of this Agreement solely because a security incident occurs, provided that Company has materially complied with its obligations under this Section and has exercised commercially reasonable efforts to maintain and enforce its information security program.

25. Termination and Suspension

Company may suspend Customer's access to the Services, in whole or in part, upon written notice if: (a) Customer materially breaches this Agreement; (b) Customer's use of the Services poses a security risk to the Services, Customer Data, Company systems, or any third party; (c) suspension is reasonably necessary to prevent fraud, unlawful activity, or material harm; or (d) such suspension is required by applicable law, regulation, governmental authority, or court order. Company shall use commercially reasonable efforts to limit the scope and duration of any suspension and, where practicable, provide advance notice and an opportunity to cure.

Either Party may terminate this Agreement in accordance with the applicable commercial agreement, order form, statement of work, or other mutually executed ordering document. In addition, either Party may terminate this Agreement for material breach by the other Party if such breach remains uncured for thirty (30) days following written notice describing the breach in reasonable detail.

Upon expiration or termination of this Agreement: (i) Customer's rights to access and use the Services shall immediately cease, except as expressly provided herein; (ii) Customer shall remain responsible for all fees and obligations accrued prior to the effective date of termination; and (iii) each Party shall comply with its respective obligations regarding the return, deletion, or protection of Confidential Information.

Following termination, Company may retain, archive, or delete Customer Data in accordance with its documented data retention policies, backup and disaster recovery procedures, and applicable legal, regulatory, accounting, or compliance requirements. Upon Customer's written request made prior to termination or within a reasonable period thereafter, and subject to technical feasibility and payment of any applicable fees, Company shall provide Customer with an export of Customer Data in a commercially reasonable format.

Termination or expiration of this Agreement shall not affect any rights, remedies, obligations, or liabilities accrued prior to the effective date of termination. Any provisions that by their nature should survive termination, including without limitation provisions relating to confidentiality, intellectual property, limitation of liability, indemnification, payment obligations, audit rights, dispute resolution, and data retention, shall survive in accordance with their terms.

26. Force Majeure

Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement (other than Customer's obligation to pay undisputed fees accrued prior to the Force Majeure Event) to the extent such failure or delay is caused by or results from a Force Majeure Event. For purposes of this Agreement, a "Force Majeure Event" means any event, circumstance, or condition beyond the reasonable control of the affected Party that prevents or materially impairs such Party's performance despite the exercise of reasonable diligence.

Force Majeure Events may include, without limitation: acts of God; natural disasters; fire; flood; earthquake; severe weather events; epidemics; pandemics; public health emergencies; war (declared or undeclared); terrorism; civil unrest; riots; labor disputes not involving the affected Party's workforce; governmental actions, orders, sanctions, restrictions, or embargoes; failures or interruptions of utilities; telecommunications or internet service disruptions; widespread cyberattacks, including distributed denial-of-service (DDoS) attacks; failures or outages of third-party cloud providers, hosting providers, data centers, or critical infrastructure; and other similar events beyond the reasonable control of the affected Party.

The affected Party shall: (a) promptly notify the other Party of the Force Majeure Event and its anticipated impact on performance; (b) use commercially reasonable efforts to mitigate the effects of the Force Majeure Event; and (c) resume performance as soon as reasonably practicable after the Force Majeure Event ceases.

The affected Party's obligations shall be suspended only to the extent and for the duration that performance is prevented or materially impaired by the Force Majeure Event. Any applicable performance deadlines shall be extended for a period equal to the duration of the Force Majeure Event and a reasonable recovery period thereafter.

Notwithstanding the foregoing, Company may suspend, modify, or limit the affected portions of the Services during a Force Majeure Event to the extent reasonably necessary to protect the security, integrity, availability, or operation of the Services, provided that Company continues to use commercially reasonable efforts to restore normal service levels as soon as reasonably practicable.

Force Majeure Events may include, without limitation: acts of God; natural disasters; fire; flood; earthquake; severe weather events; epidemics; pandemics; public health emergencies; war (declared or undeclared); terrorism; civil unrest; riots; labor disputes not involving the affected Party's workforce; governmental actions, orders, sanctions, restrictions, or embargoes; failures or interruptions of utilities; telecommunications or internet service disruptions; widespread cyberattacks, including distributed denial-of-service (DDoS) attacks; failures or outages of third-party cloud providers, hosting providers, data centers, or critical infrastructure; and other similar events beyond the reasonable control of the affected Party.

If a Force Majeure Event continues for more than sixty (60) consecutive days and materially prevents performance of a material obligation under this Agreement, either Party may terminate the affected Order Form or this Agreement upon written notice to the other Party without further liability, except for obligations accrued prior to the effective date of termination.

For the avoidance of doubt, economic hardship, changes in market conditions, loss of profitability, or the inability to obtain financing shall not constitute a Force Majeure Event.

27. Changes to Terms

AutoRevolution may amend these Terms from time to time to reflect changes in applicable law, regulatory requirements, business practices, or the Services. AutoRevolution will provide notice of any material changes by posting the updated Terms on its website, through the Services, or by other reasonable means at least thirty (30) days before such changes become effective, unless a shorter period is required by law.

Any amendments will become effective on the last date specified in the notice. Customer's continued use of the Services after the effective date constitutes acceptance of the revised Terms. If Customer does not agree to a material change, Customer may discontinue use of the Services and terminate the Agreement in accordance with its applicable termination rights.

28. Contact Information

AutoRevolution
334 East Church Street
Lewisville, Texas 75057
United States

Rev up your sales - Top tips for car dealerships

Blog

SEP 24, 2024
How Dealership Statistics Can Transform Your Sales Strategy

AUG 26, 2024
Drive More Sales to Your Car Dealership with Digital Marketing

Subscribe to our Newsletter
Updates on Tips, Sales, and Products!

Get started now!

Simplify your process with our enhanced dealer solutions

Call 888-263-5580 or complete the form below:

My Information

By clicking the 'Get Started' button, you indicate your agreement to the AutoRevolution Terms of Service and Privacy Policy.
Schedule a Zoom Meeting

Please review our Zoom Meeting Privacy Notice and Disclaimer to understand how your information is collected, used, recorded, and protected, including your consent and privacy rights before scheduling your appointment.

Call Now @ (972) 243-8460 Open Weekdays 10 am to 7 pm Central

OR

Send Us A Message

My Information

Terms: I understand that by submitting this form I consent to receive communication from Metzger Enterprises, LLC, dba AutoRevolution, regarding my inquiry. Communications may include standard contact types for the methods provided, including email, phone, or SMS text message.