Terms of Service.

These Terms of Service (“Terms”) form a binding agreement between Dealer AI HQ, Inc. (“Dealer AI,” “we,” “us,” “our”) and the entity (“Customer,” “you”) that creates a Dealer AI account, signs an order form, accesses the dashboard, or otherwise uses the Service. If you accept these Terms on behalf of an entity, you represent that you have authority to bind that entity. If you do not have authority or do not agree, do not use the Service.

The Service is the Dealership OS — a multi-agent platform that, depending on the modules the Customer enables, can: answer and place phone calls, send and receive SMS and email, schedule appointments, ingest inventory, generate marketing content, run ad campaigns, draft credit pre-qualifications, send pricing updates, and surface analytics. Specific functionality is described in the Dealer AI dashboard and in the order form (if any) signed between the parties.

Dealer AI grants Customer a non-exclusive, non-transferable, revocable right to access and use the Service during the term, solely for Customer’s internal business operations and subject to these Terms.

Customer is responsible for the activity of every user provisioned under its account, for keeping credentials secure, and for promptly notifying Dealer AI of suspected unauthorized access. Customer will not let any third party use the Service except as expressly permitted in these Terms.

“Customer Data” means any information Customer or its end customers (e.g., leads, buyers, service customers) submit to or generate through the Service, including inventory feeds, lead records, call recordings and transcripts, SMS and email content, deal jackets, and analytics. Customer Data belongs to Customer and Customer’s end customers as between Customer and Dealer AI.

Customer grants Dealer AI a worldwide, royalty-free license to host, copy, transmit, process, and display Customer Data solely to (a) provide and improve the Service for Customer, (b) prevent or address service or technical problems, (c) comply with legal obligations or lawful requests, and (d) create aggregated and de-identified data that cannot reasonably be associated with Customer or any individual.

Customer represents and warrants that it has all rights, consents, and authority necessary to provide Customer Data to Dealer AI and to permit the processing described in these Terms and our Privacy Policy.

The Service routes prompts and content through third-party AI providers (currently OpenAI, Anthropic, and xAI) to produce voice, text, and analysis output (collectively, “AI Outputs”). AI Outputs are probabilistic, not deterministic, and Dealer AI does not warrant that AI Outputs will be accurate, current, appropriate for any purpose, free of bias, or compliant with any specific law or regulation.

AI Outputs are not legal, tax, financial, medical, or appraisal advice. Customer is solely responsible for any decision it or its agents make based on AI Outputs, including pricing decisions, financing terms, valuation decisions, vehicle deliveries, refunds, employment decisions, and consumer disclosures. Customer will maintain a meaningful human review process for material actions taken by Dealer AI agents on its behalf.

Customer must not represent any AI Output as professional advice, as the work product of a licensed professional, or as the statement of a human when applicable law (for example, the California Bot Disclosure Law) requires a bot disclosure.

Customer will not, and will not permit any user or end customer to:

• use the Service in violation of any applicable law, regulation, or third-party right;
• use the Service to harass, defraud, mislead, or harm any person; to engage in unfair or deceptive practices; or to generate content the Customer knows or reasonably should know is false in a material way;
• use the Service to send unsolicited marketing in violation of TCPA, CAN-SPAM, the Telemarketing Sales Rule, state mini-TCPA statutes, or analogous foreign laws;
• use the Service to make unlawfully recorded calls or collect biometric identifiers without consent;
• use the Service to underwrite credit, set insurance premiums, or make other decisions in a manner that violates the Equal Credit Opportunity Act, the Fair Housing Act, the Fair Credit Reporting Act, or analogous laws;
• attempt to reverse engineer, decompile, or extract the source code of the Service except to the extent that applicable law expressly permits notwithstanding this limitation;
• use the Service to develop a competing product, train a machine-learning model on Service outputs in a manner adverse to Dealer AI’s business, or scrape the Service;
• disable, circumvent, or interfere with the Service’s security, rate limits, or content filters;
• transmit malware, exploits, or test the Service’s vulnerabilities without prior written authorization from Dealer AI; or
• use the Service to create deepfake voices, impersonate any person, or generate child sexual abuse material, content promoting violence, or other content prohibited by our AI providers’ usage policies (incorporated by reference).

Dealer AI may suspend or terminate access for a violation, without notice if necessary to protect the Service, other customers, or third parties.

Customer is solely responsible for obtaining and maintaining the consent required to send the communications it directs Dealer AI to send, including (without limitation): prior express consent and prior express written consent under TCPA and FCC regulations; opt-in for SMS marketing; CAN-SPAM opt-in or established business relationship for email marketing; consent or notification for call recording in all-party consent jurisdictions; and any state-specific consumer-protection or auto-dialer disclosure obligations.

Customer will keep accurate records of consent and respond promptly to opt-out requests. Dealer AI honors STOP, HELP, UNSUBSCRIBE, and analogous opt-out keywords automatically across the Service, but is not the party of record for the underlying consent.

Customer will pay the fees set forth in its order form, the dashboard pricing page, or any other written agreement between the parties. Unless an order form says otherwise: (a) subscriptions auto-renew for successive terms equal to the initial term; (b) fees are due in advance; (c) fees are non-refundable except where required by law; (d) overage and usage-metered fees (e.g., Twilio passthrough, AI inference, message volume above plan) are billed in arrears; (e) Dealer AI may suspend the Service for non-payment after ten (10) days’ notice; and (f) Dealer AI may change prices at the start of any renewal term on at least thirty (30) days’ notice.

All fees are exclusive of taxes. Customer is responsible for sales, use, value-added, and similar taxes other than taxes imposed on Dealer AI’s net income.

These Terms remain in effect while Customer has an active account. Either party may terminate for material breach not cured within thirty (30) days after written notice. Dealer AI may suspend or terminate access immediately if continued access would create a security or legal risk. On termination, Customer’s license to use the Service ends, and Dealer AI will, at Customer’s written request made within thirty (30) days of termination, provide a reasonable export of Customer Data. Sections that by their nature should survive termination will survive (Customer Data, Confidentiality, Disclaimers, Indemnification, Limitation of Liability, Governing Law, Arbitration, and General).

Dealer AI and its licensors own the Service, the Dealer AI marks, the underlying software, the dashboards, models we fine-tune, prompt libraries, and any improvements to the foregoing. No rights are granted to Customer except the limited license expressly stated in these Terms. Customer owns Customer Data as set out in §4.

If Customer or any user provides feedback, ideas, suggestions, or feature requests (“Feedback”), Customer grants Dealer AI a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use the Feedback for any purpose without compensation or attribution.

Each party may receive confidential information of the other. The receiving party will protect that confidential information using at least the same degree of care it uses to protect its own confidential information of similar sensitivity (no less than reasonable care), and will use it only to perform under these Terms. Confidential information does not include information that is publicly known through no fault of the receiving party, was already known to the receiving party without confidentiality obligations, is received from a third party without confidentiality obligations, or is independently developed without use of the disclosing party’s confidential information.

To the maximum extent permitted by law, Dealer AI disclaims all warranties, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness, currency, quiet enjoyment, and title. Dealer AI does not warrant that the Service will be uninterrupted, error-free, or secure; that AI Outputs will be accurate; or that defects will be corrected. Customer’s use of the Service is at Customer’s own risk.

By Customer

Customer will defend, indemnify, and hold harmless Dealer AI, its affiliates, and their respective officers, directors, employees, and agents from and against any third-party claim, demand, action, loss, liability, damage, cost, or expense (including reasonable attorneys’ fees) arising out of or related to: (a) Customer Data and the rights, consents, and authorizations Customer represented under §4; (b) communications Customer directs Dealer AI to send, including any TCPA, CAN-SPAM, telemarketing, or call recording violation; (c) Customer’s violation of §6 (Acceptable Use) or §7 (Communications and Consent); (d) Customer’s publication of an AI Output in a manner that misrepresents its source or accuracy; or (e) Customer’s gross negligence or willful misconduct.

By Dealer AI

Dealer AI will defend Customer from third-party claims that the Service, as provided by Dealer AI and used in accordance with these Terms, infringes a US patent, copyright, or trademark. Dealer AI’s indemnity obligation does not apply to claims arising from Customer Data, AI Outputs, modifications to the Service not made by Dealer AI, combinations of the Service with products not provided by Dealer AI, or use in violation of these Terms.

Procedure

The party seeking indemnification will promptly notify the indemnifying party of the claim, give the indemnifying party sole control of the defense and settlement (no settlement that imposes liability on the indemnified party without consent), and reasonably cooperate.

IN NO EVENT WILL DEALER AI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST GOODWILL, BUSINESS INTERRUPTION, OR LOSS OR CORRUPTION OF DATA, EVEN IF DEALER AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STATUTE, OR OTHERWISE) AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

The limitations above will not apply to a party’s indemnification obligations, breach of confidentiality, or a Customer’s obligation to pay fees, in each case to the extent prohibited by applicable law.

The Service interoperates with third-party services (telephony, AI inference, email delivery, payments, inventory feeds, ad platforms, CRMs, DMSs). Customer’s use of those services is governed by the terms of the relevant provider, and Dealer AI is not responsible for their acts or omissions. If a third-party provider changes its terms, pricing, or availability, the Service may be affected accordingly.

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. Subject to §18, the state and federal courts located in Delaware have exclusive jurisdiction over any non-arbitrable dispute, and each party consents to that jurisdiction and venue.

Any dispute, claim, or controversy arising out of or related to these Terms or the Service that cannot be resolved by the parties through good-faith negotiation will be resolved by binding arbitration administered by JAMS under its Streamlined Arbitration Rules, before a single arbitrator, in Delaware. Judgment on the award may be entered in any court of competent jurisdiction.

Either party may seek injunctive or other equitable relief from a court of competent jurisdiction to protect its intellectual property or confidential information without posting bond and without first arbitrating.

Dealer AI may update these Terms from time to time. The “Effective” date at the top of the page reflects the most recent change. For material changes we will provide at least thirty (30) days’ notice (e.g., by email to the account contact or through the dashboard). Continued use of the Service after the effective date constitutes acceptance.

These Terms (together with any order form, Data Processing Addendum, and our Privacy Policy) are the entire agreement between the parties and supersede prior or contemporaneous agreements on the same subject. If any provision is found unenforceable, the remaining provisions remain in effect. Failure to enforce a provision is not a waiver. Customer may not assign these Terms without Dealer AI’s consent; Dealer AI may assign in connection with a merger, acquisition, or sale of substantially all of its assets. Notices to Dealer AI must be sent to legal@dealeraihq.com; notices to Customer will be sent to the account contact. The relationship of the parties is that of independent contractors. There are no third-party beneficiaries.

Dealer AI HQ, Inc.

Legal: legal@dealeraihq.com

Support: support@dealeraihq.com