DealerRev Terms of Service

These Terms govern every dealership's use of DealerRev. The Data Processing and Use Agreement is part of them.

1. Agreement and parties

1.1 Parties. These Terms of Service (the "Terms") are between DealerRev LLC, a [State] limited liability company with its principal office at [address] ("DealerRev," "we," "us"), and the dealership or business named on the Order Form ("Customer," "you").

1.2 Acceptance. You accept these Terms by signing an Order Form that references them, by clicking to accept them in the Service, or by using the Service. The person accepting confirms they are authorized to bind Customer.

1.3 The Agreement. The "Agreement" is these Terms, the Data Processing and Use Agreement (the "DPA"), and each Order Form. If they conflict, this order controls: (a) the DPA, for anything about Customer Data; (b) the Order Form, for pricing, seats and term; (c) these Terms.

2. Definitions

• "Service" means DealerRev's hosted dealership software — CRM, dealer management, inventory, parts, service, communications (calling, texting, email, web chat), websites, reporting and AI features — and any related onboarding, data migration and support.
• "Order Form" means an ordering document or online checkout, signed or accepted by both parties, that lists subscriptions, seats, fees and term.
• "Authorized User" means an employee or contractor of Customer whom Customer allows to use the Service under its account.
• "Revenue Seat" means an Authorized User login in a sales, F&I, parts, service-advisor or management role, or any other role the Order Form designates as a revenue seat.
• "Customer Data" means all data that Customer, its Authorized Users or its customers submit to the Service, or that the Service collects or generates on Customer's behalf. It includes consumer records, vehicle and service records, deal and finance documents, communications, call recordings, inventory, pricing and imported catalogs.
• "Aggregated Data" has the meaning given in Section 3.4 of the DPA. In short, it is de-identified data, combined across dealerships, that cannot reasonably identify Customer or any consumer.
• "Third-Party Services" means products and services not provided by DealerRev that connect to the Service, such as parts distributors, manufacturers, lenders, telecommunications carriers, payment processors and domain registrars.
• "Communications Laws" means all laws governing calls, texts and email, including the Telephone Consumer Protection Act (TCPA), the Telemarketing Sales Rule, the CAN-SPAM Act, federal and state do-not-call rules, state mini-TCPA laws, call-recording consent laws, and carrier and CTIA messaging rules, including A2P 10DLC requirements.

3. The Service

3.1 Access. During the subscription term, DealerRev grants Customer a non-exclusive, non-transferable right for its Authorized Users to use the Service for Customer's internal business operations, subject to the Agreement.

3.2 Seats and accounts. Each login belongs to one named person and may not be shared. Customer may add seats at any time; they are billed from the date added. Customer is responsible for its Authorized Users' actions and for removing access promptly when someone leaves.

3.3 Account security. Customer will keep credentials confidential, use the security features the Service provides (including two-factor authentication, which DealerRev makes available to every Authorized User and which Customer should require), and tell DealerRev promptly at [security@dealerrev.app] if it suspects unauthorized access.

3.4 Onboarding and migration. DealerRev will help set up the account, import Customer's existing records and connect the integrations listed on the Order Form. Customer will provide the information in the onboarding checklist. Import quality depends on the source data; DealerRev will flag conflicts and duplicates for Customer's review rather than silently merge them.

3.5 Support. DealerRev provides support by [email, text and phone] during [8am–6pm Mountain, Monday–Saturday], with urgent outages handled as soon as practicable at any hour. DealerRev may access Customer's account to provide support; each such access is logged.

3.6 Changes to the Service. DealerRev improves the Service continuously and may add, change or retire features. DealerRev will not materially reduce the core functions Customer has paid for during a paid term without [30] days' notice, and if it does, Customer may terminate and receive a pro-rated refund of prepaid fees.

3.7 AI features. Some features use artificial intelligence to draft messages, summarize calls, score leads or suggest actions. AI output can be wrong. Customer is responsible for reviewing AI output before relying on it or sending it to a consumer. DealerRev does not permit its AI providers to use Customer Data to train their general models.

3.8 Beta features. Features labeled beta, preview or early access are provided as-is, may change or be withdrawn, and are excluded from any service commitments.

3.9 Availability. DealerRev aims to keep the Service available [99.5%] of each month, excluding scheduled maintenance announced in advance. Unless an Order Form states otherwise, this is a target, not a guarantee, and no service credits apply.

3.10 Customer's own records. The Service helps Customer keep records but does not replace Customer's legal duties to retain them, including credit-application, tax and dealer-licensing records. Whether a scanned copy satisfies a requirement to keep an original is Customer's determination.

4. Fees, billing and taxes

4.1 Subscription fees. Fees are $99 per Revenue Seat per month unless the Order Form says otherwise. Other seat types, add-ons and one-time onboarding or migration fees are as stated on the Order Form.

4.2 Usage charges. Telephone numbers, call minutes, text and MMS messages, carrier registration (including 10DLC brand and campaign fees), call-recording storage beyond [included amount], and similar pass-through costs are billed [at cost / at the rates on the Order Form] in arrears.

4.3 Billing. Subscription fees are billed monthly in advance to the payment method on file. Invoices are due on receipt unless the Order Form states net terms. Customer authorizes DealerRev and its payment processor to charge the payment method on file.

4.4 Late payment. Past-due amounts accrue interest at 1.5% per month or the maximum lawful rate, whichever is less. If an amount is more than [15] days past due, DealerRev may suspend the Service after giving at least [5] days' written notice. Suspension does not delete Customer Data.

4.5 Price changes. DealerRev may change prices on at least [30] days' written notice, effective at the next renewal or billing period. Prices are fixed for any prepaid term.

4.6 Taxes. Fees exclude taxes. Customer pays all sales, use, VAT and similar taxes on the Service, other than taxes on DealerRev's income.

4.7 Refunds. Fees are non-refundable except where the Agreement expressly provides a refund.

5. Customer responsibilities and acceptable use

5.1 Lawful use. Customer will use the Service only in compliance with applicable law, including consumer-protection, privacy, dealer-licensing, consumer-finance, record-retention and anti-discrimination laws. Customer is solely responsible for its sales, financing, warranty, repair and parts transactions with its own customers, and for the forms, disclosures and prices it uses.

5.2 Right to provide data. Customer represents that it has all notices, consents and legal rights needed to give Customer Data to DealerRev and to have DealerRev process it as the Agreement describes.

5.3 Communications compliance. Customer is the sender of every call, text and email it or its Authorized Users make through the Service, and is solely responsible for complying with Communications Laws. In particular, Customer will:

1. obtain and keep records of any consent the law requires before calling or texting a consumer, including prior express written consent for marketing messages sent with automated technology;
2. honor opt-outs (such as STOP, UNSUBSCRIBE or a verbal request) within the time the law requires, currently no more than 10 business days, and not re-contact opted-out numbers except as the law allows;
3. not contact numbers on the National Do Not Call Registry or Customer's internal do-not-call list without a lawful exemption;
4. send marketing calls and texts only between 8am and 9pm in the recipient's local time, or any narrower window state law requires;
5. give any call-recording notice required by law, including in states that require every party's consent;
6. supply complete and truthful information for carrier registration (including its legal name, EIN and authorized representative for A2P 10DLC and caller-ID verification), and keep it current;
7. provide and maintain an accurate E911 service address for every number used for voice calls; and
8. before messaging any imported contact list through the Service, confirm how those contacts consented, or run the re-permission process the Service provides.

5.4 DealerRev's role. DealerRev provides tools — opt-out handling, quiet-hours settings, consent records and recording announcements — to help Customer comply, but those tools do not make DealerRev the sender or shift Customer's responsibility. DealerRev may pause or block messaging or calling that a carrier flags, that draws spam complaints, or that DealerRev reasonably believes violates Communications Laws, and will tell Customer promptly when it does. [If a defect in the Service causes a message to be sent to a number whose opt-out was already recorded in the Service, DealerRev will defend Customer against the resulting third-party claim under Section 11.3, subject to Section 12.]

5.5 Prohibited uses. Customer will not, and will not let anyone else:

• resell, sublicense or provide the Service to anyone outside Customer's own business;
• copy, frame, reverse-engineer or decompile the Service, or build a competing product from it;
• probe, scan or test the Service's security, or bypass its access controls, without DealerRev's written permission;
• upload malware, or use the Service to send spam, phishing, or content that is unlawful, harassing, deceptive or infringing;
• send content about sex, hate, alcohol, firearms or tobacco that carriers prohibit;
• store payment card numbers in free-text fields, or store Social Security numbers or credit reports anywhere other than the fields and document storage designed for them; or
• use the Service to make credit decisions about consumers in a way that violates fair-lending or credit-reporting laws.

5.6 Customer's security program. If Customer is a "financial institution" under the Gramm-Leach-Bliley Act (as dealerships that arrange financing generally are), Customer remains responsible for its own information security program under the FTC Safeguards Rule, including its oversight of DealerRev as a service provider. The DPA describes the safeguards DealerRev maintains and the information it provides for that oversight.

6. Third-party services and integrations

6.1 Connections Customer authorizes. Customer may ask DealerRev to connect the Service to Third-Party Services — for example parts distributors (such as WPS and Parts Unlimited), manufacturers (such as KOVE and GPX), lenders, carriers, payment processors, domain registrars, and Google or Meta business accounts. By providing credentials, API keys or delegated access, Customer authorizes DealerRev to access those accounts as Customer's agent, only to perform the Service.

6.2 Third-party terms. Customer's use of a Third-Party Service is governed by Customer's own agreement with that provider. Customer is responsible for having the right to share that provider's data (such as distributor catalogs and pricing) with DealerRev and for complying with the provider's terms. DealerRev is not responsible for a Third-Party Service's availability, accuracy, pricing, or changes to its API.

6.3 Credentials. DealerRev stores credentials encrypted and uses them only as 6.1 permits. Customer should give DealerRev its own sub-user or API credentials where the provider offers them, rather than an owner's personal login, and may revoke access at any time. Revoking access may stop the related features from working.

6.4 Telecommunications. Calling and texting run on carriers and communications platforms (currently Twilio and, later, SignalWire). Carriers may filter, delay or block messages, and registration approvals are outside DealerRev's control. DealerRev will register and manage numbers on Customer's behalf and keep them in Customer's name where carrier rules allow. On termination, DealerRev will cooperate with a request to port Customer's numbers to another provider, provided the account is paid in full.

7. Customer Data

7.1 Customer owns Customer Data. As between the parties, Customer owns all Customer Data. DealerRev acquires no ownership of it.

7.2 License to DealerRev. Customer grants DealerRev a limited license to host, copy, process, transmit and display Customer Data only as needed to provide, secure and support the Service, to comply with law, and as the DPA otherwise permits, including creating Aggregated Data.

7.3 No sale. DealerRev will never sell, rent or trade Customer Data, and will never share it for advertising, as the DPA sets out in detail.

7.4 Aggregated Data. DealerRev may create and use Aggregated Data for analysis, benchmarking, research, studies, improving its products and training its own models, only under the conditions in Section 3.4 of the DPA. Aggregated Data does not identify Customer or any consumer, and DealerRev owns it.

7.5 Export. Customer may export its Customer Data at any time during the term using the Service's export tools, or by request in a standard format such as CSV or JSON.

8. Intellectual property and feedback

8.1 DealerRev's property. DealerRev and its licensors own the Service, its software, designs, templates, documentation and Aggregated Data, and all intellectual property in them. The Agreement grants no rights except those it states.

8.2 Customer's materials. Customer keeps ownership of its logos, trademarks, photographs and website content, and grants DealerRev a license to use them to provide the Service, including publishing Customer's website and storefront.

8.3 Feedback. If Customer suggests improvements, DealerRev may use them without restriction or payment. Feedback does not include Customer Data.

8.4 Publicity. DealerRev may name Customer as a customer and show its logo in customer lists [unless Customer opts out in writing]. Any case study or testimonial requires Customer's prior written approval.

9. Confidentiality

9.1 Definition. "Confidential Information" is non-public information one party discloses to the other that is marked confidential or that a reasonable person would understand to be confidential. Customer Data is Customer's Confidential Information. The Service's non-public features, pricing and security details are DealerRev's Confidential Information.

9.2 Obligations. The receiving party will use Confidential Information only to perform under the Agreement, disclose it only to its personnel, contractors and advisers who need to know it and are bound by similar obligations, and protect it with at least reasonable care.

9.3 Exceptions. These obligations do not cover information that is or becomes public through no fault of the receiving party, was already known to it without restriction, is independently developed, or is lawfully received from a third party without restriction.

9.4 Legal demands. If the law or a court requires disclosure, the receiving party will give prompt notice where lawful, so the other party can seek protection, and disclose only what is required.

9.5 Duration. These obligations last for the term and [3] years after it; for Customer Data and trade secrets, they last as long as the information remains confidential.

10. Warranties and disclaimers

10.1 Mutual. Each party warrants that it is duly organized and has the authority to enter into the Agreement.

10.2 DealerRev. DealerRev warrants that the Service will perform materially as described in its documentation and that it will not materially decrease the security of the Service during a paid term. Customer's remedy for a breach of this warranty is for DealerRev to fix the problem, or, if DealerRev cannot within [30] days of notice, for Customer to terminate and receive a refund of prepaid fees for the remaining term.

10.3 Not professional advice. DealerRev is not a lender, broker, attorney, accountant or tax adviser. Payment estimates, out-the-door price calculations, tax and fee figures, valuations, compliance prompts and AI suggestions are estimates and tools; Customer is responsible for the accuracy of the figures and documents it gives consumers.

10.4 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," AND DEALERREV DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. DEALERREV DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT MESSAGES WILL BE DELIVERED BY CARRIERS.

11. Indemnification

11.1 By DealerRev. DealerRev will defend Customer against any third-party claim alleging that the Service, as provided by DealerRev, infringes that party's patent, copyright or trademark or misappropriates its trade secret, and will pay the resulting damages, costs and reasonable attorneys' fees finally awarded or agreed in settlement. This does not apply to claims arising from Customer Data, Third-Party Services, or Customer's modification or misuse of the Service. If such a claim is made, DealerRev may modify the Service, obtain a license, or terminate and refund prepaid fees.

11.2 By Customer. Customer will defend DealerRev against any third-party claim, including any government investigation, arising from (a) Customer Data, or Customer's lack of rights or consents to provide it, except to the extent caused by DealerRev's breach of the Agreement or the DPA; (b) calls, texts or emails sent by Customer or its Authorized Users, including claims under Communications Laws; (c) Customer's sales, finance, service or parts transactions with its customers; or (d) Customer's breach of Section 5, and will pay the resulting damages, fines, costs and reasonable attorneys' fees.

11.3 Process. The indemnified party will notify the other promptly, give it sole control of the defense and settlement (though no settlement may impose an admission or obligation on the indemnified party without its consent), and provide reasonable help at the indemnifying party's expense.

12. Limitation of liability

12.1 No indirect damages. NEITHER PARTY WILL BE LIABLE FOR LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, OR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THEIR POSSIBILITY.

12.2 General cap. EACH PARTY'S TOTAL LIABILITY ARISING OUT OF THE AGREEMENT WILL NOT EXCEED THE FEES CUSTOMER PAID AND OWED TO DEALERREV IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

12.3 Data protection cap. For DealerRev's breach of its data-protection or security obligations under the DPA or Section 9 as to Customer Data, DealerRev's total liability will not exceed [two (2)] times the amount in 12.2. This amount is in addition to, not part of, the general cap.

12.4 Exclusions. The limits in 12.1 and 12.2 do not apply to a party's indemnification obligations, Customer's obligation to pay fees, a party's gross negligence, fraud or willful misconduct, or Customer's breach of Section 5. The data-protection cap in 12.3 likewise does not apply to DealerRev's gross negligence, fraud or willful misconduct.

13. Term, suspension and termination

13.1 Term. The Agreement starts when Customer accepts it and continues until every Order Form has ended. Unless the Order Form states a longer committed term, subscriptions run month to month and renew automatically.

13.2 Termination for convenience. Either party may end a month-to-month subscription on [30] days' written notice, effective at the end of a billing period. A committed term may be ended early only as the Order Form allows.

13.3 Termination for cause. Either party may terminate the Agreement if the other materially breaches it and does not cure the breach within 30 days after written notice, or immediately if the other becomes insolvent or subject to bankruptcy proceedings.

13.4 Suspension. DealerRev may suspend all or part of the Service immediately, with notice as soon as practicable, if needed to prevent harm to the Service, other customers, consumers or carriers; to respond to a security incident or legal requirement; or for a Section 5 violation. DealerRev will limit any suspension to what is necessary and restore access once the cause is resolved.

13.5 Data export after termination. For 30 days after termination, Customer may export its Customer Data, and DealerRev will provide a full export on request at no charge: records in CSV or JSON, and documents, scans and recordings in their original formats. After that, DealerRev will delete Customer Data as the DPA describes. Customer is responsible for keeping any records the law requires it to retain, and should export them before deletion.

13.6 Effect. On termination, Customer's access ends and all unpaid fees become due. If Customer terminates for DealerRev's uncured breach, DealerRev will refund prepaid fees for the unused period. Sections 1, 2, 4 (for fees owed), 6.4, 7, 8, 9, 10.3, 10.4, 11, 12, 13.5, 13.6 and 14 survive.

14. General terms

14.1 Governing law and venue. The laws of the State of [Montana], without regard to its conflict-of-law rules, govern the Agreement. The state and federal courts in [county and state] have exclusive jurisdiction, and each party consents to them. EACH PARTY WAIVES TRIAL BY JURY TO THE EXTENT THE LAW ALLOWS.

14.2 Informal resolution first. Before filing a claim, a party will send written notice describing the dispute, and senior representatives will try in good faith to resolve it for 30 days. Either party may still seek urgent injunctive relief.

14.3 Changes to these Terms. DealerRev may update these Terms by posting a new version and emailing Customer's account owner at least [30] days before a material change takes effect. If Customer objects, it may terminate before the change takes effect and receive a refund of prepaid fees for the unused period. Changes do not apply retroactively.

14.4 Notices. Legal notices must be in writing and sent by email with confirmation, or by courier, to the addresses on the Order Form (for DealerRev: [legal@dealerrev.app] and its principal office). Routine account notices may be given through the Service.

14.5 Assignment. Neither party may assign the Agreement without the other's consent, except to a successor in a merger, acquisition or sale of substantially all of the relevant business that assumes the Agreement in writing, with notice to the other party.

14.6 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, such as natural disasters, carrier or internet outages, or government action. This does not excuse payment obligations.

14.7 Relationship. The parties are independent contractors. Nothing creates a partnership, joint venture, agency or employment relationship, except the limited agency in Section 6.1.

14.8 Electronic signatures. The Agreement may be signed electronically and in counterparts, each of which is an original. Clicking to accept these Terms in DealerRev's onboarding page, with the accepting person's typed name, is an electronic signature.

14.9 Entire agreement. The Agreement is the parties' entire agreement on its subject and supersedes prior agreements on it. Terms in a Customer purchase order do not apply. If a provision is unenforceable, it will be limited to the minimum extent needed and the rest stays in effect. A failure to enforce is not a waiver.

End of document · DealerRev Terms of Service · version 2026-09