Effective Date: July 1, 2026

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. By signing or accepting a Service Order Form, creating an account, accessing, or using the Services, Customer agrees to be bound by these Terms of Service. If an individual accepts these Terms on behalf of a company or other legal entity, that individual represents that they have authority to bind that entity.

These Terms of Service (the “Terms”) are entered into by and between DealerRock, LLC, a Delaware limited liability company with an address at 25 Town Center Blvd., Suite 104, Crestview Hills, Kentucky 41017 (“DealerRock”), and the person or entity purchasing, accessing, or using the Services (“Customer”). DealerRock and Customer may each be referred to as a “Party” and together as the “Parties.”

1. Definitions

Capitalized terms used in these Terms have the meanings below or where first defined.

“Account” means Customer’s DealerRock account and the associated users, locations, settings, data, and Services.
“Authorized User” means an employee, contractor, or other individual whom Customer authorizes to access the Services under Customer’s Account.
“Customer Data” means information, content, records, files, documents, images, messages, and other data submitted to, stored in, transmitted through, or otherwise processed by the Services on Customer’s behalf.
“DealerRock Technology” means the Services, software, platform, interfaces, workflows, APIs, documentation, templates, reports, designs, underlying technology, and related intellectual property provided or made available by DealerRock.
“Documentation” means DealerRock’s then-current user guides, help materials, training materials, and technical documentation made available for the Services.
“End Customer” means a consumer, prospect, dealership customer, vendor, or other third party whose information Customer processes through the Services.
“Service Order Form” or “SOF” means an order form, account activation form, enterprise proposal and service order form, online order, or other ordering document accepted by both Parties that identifies the Services, pricing, quantities, locations, Subscription Term, or other commercial terms.
“Services” means the DealerRock cloud platform, applications, integrations, implementation, support, data conversion, and related services identified in an SOF.
“Subscription Term” means the period during which Customer is authorized to use the subscription Services, as stated in the applicable SOF or these Terms.
“Supplemental Terms” means any separately agreed data processing addendum, security addendum, service-level agreement, or other written addendum expressly incorporated into the Agreement.
“Agreement” means the applicable SOF, these Terms, any applicable Supplemental Terms, and DealerRock’s Privacy Notice.

2. Access to and Use of the Services

2.1 Provision of Services

Subject to Customer’s payment of all applicable fees and compliance with the Agreement, DealerRock will make the Services identified in the applicable SOF available to Customer during the Subscription Term. DealerRock grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to permit its Authorized Users to access and use the Services solely for Customer’s internal dealership and business operations.

2.2 Authorized Users and Locations

Customer may use the Services only for the users, locations, entities, modules, and purposes authorized under the applicable SOF. Customer is responsible for all activity occurring under its Account and for compliance with the Agreement by its Authorized Users, affiliates, locations, contractors, and agents.

2.3 Account Administrators

Customer will designate one or more account administrators. DealerRock may rely on instructions and approvals provided by Customer’s account administrators, officers, owners, managers, or users with administrative permissions. Customer is responsible for:

Adding and removing Authorized Users;
Assigning roles and permissions;
Reviewing user access regularly;
Promptly disabling access for terminated or unauthorized personnel;
Maintaining accurate Account, billing, and contact information; and
Ensuring that each Authorized User’s actions are authorized by Customer.

2.4 Credentials and Account Security

Customer and its Authorized Users must maintain the confidentiality of login credentials and must not share individual user accounts. Customer will promptly notify DealerRock at support@dealerrock.com of any suspected unauthorized access, credential compromise, or misuse of the Services. Customer must use reasonable security practices and any multifactor authentication or other account-security controls required by DealerRock for particular users or functions.

2.5 Changes, Updates, and Maintenance

DealerRock may update, enhance, modify, replace, or discontinue features, interfaces, workflows, integrations, or other elements of the Services. DealerRock may perform scheduled or emergency maintenance and may temporarily limit access when reasonably necessary to maintain, secure, repair, or improve the Services.

DealerRock will use commercially reasonable efforts to avoid materially reducing the core functionality of paid Services during a committed Subscription Term. This restriction does not prevent DealerRock from changing or discontinuing features because of legal requirements, security concerns, third-party provider changes, low usage, obsolescence, or circumstances outside DealerRock’s reasonable control.

Substantial new products, modules, services, or functionality may be offered for an additional fee. Customer’s purchase is not contingent on delivery of any future feature, roadmap item, statement, or announcement.

2.6 Beta, Preview, and Early-Access Services

DealerRock may offer beta, preview, pilot, experimental, or early-access features. Such features may be changed or discontinued at any time, may contain errors, and are provided “AS IS” without warranties, service levels, support commitments, or data-retention commitments unless DealerRock expressly agrees otherwise in writing. Customer uses beta and preview features at its own risk.

2.7 No Default Service-Level Agreement

Unless an executed SOF or Supplemental Term expressly provides otherwise, DealerRock does not provide any contractual uptime percentage, response time, resolution time, recovery time, service credit, or other service-level commitment. Published performance information, historical uptime, support targets, and sales statements are informational only and do not create a warranty or service-level obligation.

3. Customer Responsibilities and Acceptable Use

3.1 Lawful Use

Customer will use the Services only for lawful business purposes and in accordance with the Agreement. Customer is solely responsible for its dealership operations, transactions, Customer Data, communications, configurations, forms, reports, user permissions, and use of information produced through the Services.

3.2 Prohibited Conduct

Customer and its Authorized Users will not, and will not permit any third party to:

Use the Services in violation of applicable law, regulation, court order, or third-party rights;
Sell, resell, sublicense, rent, lease, distribute, time-share, or commercially exploit the Services for the benefit of an unauthorized third party;
Access or use the Services to develop, benchmark, or support a competing product or service, except to the extent a restriction is prohibited by law;
Copy, modify, reverse engineer, decompile, disassemble, discover source code, or create derivative works from DealerRock Technology, except to the limited extent expressly permitted by applicable law;
Bypass or interfere with authentication, access controls, rate limits, security controls, or usage restrictions;
Probe, scan, or test the vulnerability of DealerRock systems without prior written authorization;
Upload or transmit malware, malicious code, unlawful content, or material that infringes intellectual-property, privacy, publicity, or other rights;
Use the Services to harass, threaten, defraud, discriminate against, or unlawfully monitor another person;
Send spam, unlawful marketing, or communications for which Customer lacks required consent or authority;
Use purchased, rented, scraped, or unlawfully obtained contact lists for messaging through the Services;
Misrepresent Customer’s identity, affiliation, products, services, or relationship with DealerRock; or
Attempt to gain unauthorized access to another customer’s account, data, systems, or networks.

3.3 Prohibited Sensitive Data

Unless DealerRock expressly approves otherwise in a written Supplemental Term, Customer must not upload, store, or transmit through the Services:

Social Security numbers or Social Insurance numbers;
Full payment-card numbers, CVV values, or full bank-account information outside DealerRock-supported payment fields;
Protected health information or medical records subject to HIPAA or similar health-privacy laws;
Driver’s license, passport, or other government identification images or full identification numbers;
Consumer credit applications, credit reports, or information subject to the Fair Credit Reporting Act;
Biometric identifiers;
Passwords or authentication credentials for third-party systems, except through an approved integration; or
Other regulated sensitive data that DealerRock has not expressly agreed to process.

DealerRock does not undertake to inspect every record, message, field, document, image, or attachment uploaded by Customer. Customer remains responsible for prohibited or unnecessary sensitive information submitted by Customer or its Authorized Users. If DealerRock becomes aware of prohibited data, DealerRock may remove or restrict access to it, require Customer to remove it, suspend affected functionality, or take other reasonable protective action.

4. Customer Data, Privacy, and Security

4.1 Ownership of Customer Data

As between the Parties, Customer retains all right, title, and interest in Customer Data. Customer grants DealerRock, its affiliates, and its subprocessors a non-exclusive, worldwide, royalty-free right to host, copy, transmit, display, modify, and otherwise process Customer Data only as reasonably necessary to:

Provide, configure, secure, support, maintain, and improve the Services;
Perform implementation, conversion, troubleshooting, and support requested by Customer;
Operate integrations and transmit information as directed by Customer;
Prevent or investigate fraud, abuse, security incidents, or technical problems;
Comply with law, legal process, or Customer’s lawful instructions; and
Exercise DealerRock’s rights and perform its obligations under the Agreement.

4.2 Customer Responsibility for Customer Data

Customer represents and warrants that it has all rights, notices, consents, permissions, and lawful bases required to collect, use, upload, disclose, and instruct DealerRock to process Customer Data. Customer is solely responsible for the accuracy, quality, legality, and appropriateness of Customer Data and for responding to End Customer requests concerning records controlled by Customer.

4.3 DealerRock’s Role

For Customer Data processed on Customer’s behalf, Customer generally acts as the business, controller, or organization responsible for the information, and DealerRock acts as Customer’s service provider, contractor, or processor. For DealerRock’s own account, billing, security, website, support, and business records, DealerRock determines the purposes and means of processing as described in its Privacy Notice.

4.4 Data Processing Addendum

A data processing addendum (“DPA”) describes additional privacy and data-protection obligations when required by applicable law or mutually agreed by the Parties. DealerRock may provide or enter into a DPA where reasonably required for the Services. A DPA is not effective unless accepted or executed by authorized representatives of both Parties.

4.5 Security Measures

DealerRock will maintain administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, use, alteration, loss, or disclosure. No system can guarantee absolute security, and DealerRock does not warrant that security incidents will never occur.

4.6 Security-Incident Notice

After DealerRock confirms a security incident involving unauthorized acquisition of or access to Customer Data for which notification is required, DealerRock will notify Customer without undue delay and as required by applicable law. DealerRock may provide information in phases as it becomes available. Notification does not constitute an admission of fault or liability.

4.7 Authorized Personnel

DealerRock may permit authorized personnel to access Customer Data only as reasonably necessary for implementation, conversion, support, troubleshooting, security, administration, or other authorized business purposes. Access is subject to role-based permissions, confidentiality obligations, and logging or monitoring appropriate to the access.

4.8 Subprocessors and Data Location

Customer authorizes DealerRock to engage affiliates and third-party subprocessors to provide the Services, including cloud hosting, payment processing, communications, analytics, authentication, support, and integration providers. DealerRock may update its subprocessors as its business and the Services evolve. Information about key subprocessors may be available through DealerRock’s Trust Center.

DealerRock’s production environment is hosted in the United States. Customer authorizes Customer Data, including data originating in Canada, to be transferred to, stored in, and processed in the United States and other locations where authorized subprocessors operate, subject to applicable law and contractual protections.

4.9 Aggregated and De-Identified Data

DealerRock may create and use aggregated or de-identified information that cannot reasonably identify Customer, an Authorized User, or an End Customer. DealerRock may use such information for analytics, security, benchmarking, performance measurement, product improvement, feature development, and business planning. DealerRock will not attempt to re-identify properly de-identified information except as permitted by law to test or validate de-identification methods.

5. Messaging, Email, and Customer Communications

5.1 Customer Controls Communications

DealerRock provides tools that Customer may use to send SMS messages, emails, invoices, service updates, notifications, and other communications. Customer controls and is solely responsible for the recipients, content, timing, frequency, purpose, and legal basis of those communications.

Customer is solely responsible for:

Obtaining and documenting all legally required consents and permissions;
Providing legally required disclosures;
Maintaining accurate opt-in and opt-out records;
Honoring STOP, unsubscribe, revocation, and similar requests promptly;
Maintaining and using suppression lists appropriately;
Complying with the Telephone Consumer Protection Act, CAN-SPAM Act, Canada’s Anti-Spam Legislation, state and provincial telemarketing laws, carrier requirements, and other applicable communications laws and industry rules; and
Ensuring that communications are accurate, lawful, non-deceptive, and authorized.

5.3 Messaging Suspension

DealerRock may limit or suspend messaging or email functionality, without liability, to address suspected unlawful activity, spam complaints, excessive opt-outs, carrier or provider requirements, security concerns, reputational risk, Customer’s failure to document consent, or other misuse. DealerRock may require Customer to provide consent records, modify its practices, or complete remediation before restoring functionality.

6. Third-Party Services and Integrations

6.1 Customer-Directed Integrations

The Services may interoperate with third-party products and services, including accounting, payment, financing, SMS, email, manufacturer-data, website, inventory-feed, authentication, and other integrations. Customer authorizes DealerRock to exchange Customer Data with a third party when Customer enables, requests, or uses the applicable integration.

6.2 Third-Party Terms and Fees

Third-party services are governed by the third party’s own agreements, privacy notices, fees, availability, and support policies. Customer is responsible for fees charged directly to Customer by third-party providers under Customer’s separate agreements with those providers.

6.3 No Responsibility for Third-Party Services

DealerRock does not control and is not responsible for third-party services, data, content, security, availability, performance, support, pricing, acts, or omissions. DealerRock does not warrant uninterrupted synchronization, compatibility, or continued availability of any third-party service or API.

Third-party providers may change, restrict, suspend, discontinue, or charge for access to their services or APIs. DealerRock may modify, replace, suspend, discontinue, or separately price an integration if a provider changes its technology, terms, pricing, access, or requirements, or if continued support is no longer commercially reasonable. Where commercially practicable, material pricing changes will take effect at renewal or after advance notice.

6.4 Third-Party Data

DealerRock may make manufacturer, model, pricing, specification, catalog, tax, address, or other third-party data available through the Services. DealerRock does not independently verify all third-party data and does not warrant that it is complete, current, accurate, or suitable for a particular transaction. Customer must verify third-party data before relying on it.

7. Fees, Billing, and Payment

7.1 Fees

Customer will pay the fees stated in the applicable SOF. Except as expressly stated in the Agreement, payment obligations are non-cancellable, amounts paid are non-refundable, and fees are not contingent on Customer’s usage of the Services.

7.2 ACH Payment Requirement

Customer must establish and maintain a valid U.S. bank account as its default recurring payment method through Stripe or DealerRock’s designated payment process. Customer authorizes DealerRock and its payment processor to initiate ACH debits for subscription fees, implementation fees, one-time fees, taxes, returned-payment fees, and other amounts properly due under the Agreement in accordance with applicable invoices and Customer’s ACH authorization.

7.3 Credit-Card Exception

DealerRock may, in its discretion, approve credit-card payment as an exception when Customer is unable to maintain ACH payment. Approved credit-card payments are subject to a processing surcharge of three percent (3%) or the lower maximum amount permitted by applicable law and card-network rules. Credit-card approval does not waive Customer’s obligation to restore or maintain ACH as DealerRock’s required default payment method.

7.4 Billing Timing

Unless an SOF states otherwise, recurring subscription fees are billed monthly in advance, generally within the first five days of each month. Initial partial-month charges and added users, locations, modules, or services may be prorated. Setup, activation, implementation, conversion, and other one-time fees are billed according to the applicable SOF.

7.5 Returned Payments

If an ACH debit is rejected or returned for insufficient funds or another reason, DealerRock may reattempt the debit and may charge a $25 returned-payment fee for each unsuccessful attempt, to the extent permitted by law. Customer remains responsible for all amounts due and for promptly providing a valid replacement payment method.

7.6 Late Payments and Suspension

If an undisputed amount remains unpaid for ten business days after DealerRock provides notice, DealerRock may suspend some or all access to the Services until the amount is paid and a valid payment method is restored. DealerRock may, in its discretion, extend the cure period or continue access while Customer is making good-faith efforts to correct the payment issue. Any extension, delay, or accommodation is voluntary and does not waive DealerRock’s rights for that or any future default.

7.7 Billing Disputes

Customer must notify DealerRock in writing of a good-faith billing dispute within 15 days after the applicable invoice or charge and must provide reasonable supporting detail. Customer must timely pay all undisputed amounts and cooperate diligently to resolve the dispute. DealerRock may suspend collection of the specifically disputed amount while the Parties work in good faith toward resolution, but is not required to suspend charges unrelated to the dispute.

7.8 Taxes

Fees exclude sales, use, value-added, goods-and-services, withholding, and similar taxes or governmental assessments, other than taxes based on DealerRock’s net income. Customer is responsible for applicable taxes. If Customer claims an exemption, Customer must provide a valid exemption certificate before the applicable charge.

7.9 Price Changes

Unless an SOF provides different price-protection terms, DealerRock may change recurring fees by providing at least 30 days’ written notice. Updated pricing will take effect on the first billing cycle beginning after the notice period. DealerRock may provide more advance notice at its discretion.

8. Subscription Term, Changes, Cancellation, and Termination

8.1 Standard Monthly Subscription

Unless an SOF expressly states a committed or different Subscription Term, the subscription is month-to-month and automatically renews for successive monthly periods.

8.2 Customer Cancellation or Reduction

For a standard month-to-month subscription, Customer may cancel the subscription or reduce users, locations, or paid add-ons by emailing support@dealerrock.com at least 30 days before the next billing cycle on which Customer wants the change to take effect.

If DealerRock receives notice fewer than 30 days before a billing cycle, the cancellation or reduction will take effect on the following billing cycle after the 30-day notice period has elapsed. Reductions and cancellations are not retroactive, do not create a prorated refund or credit for a current billing period, and do not relieve Customer of amounts already incurred.

8.3 Additions

Customer may request additional users, locations, modules, integrations, or services. Additions may be subject to additional fees, implementation work, technical requirements, and an updated SOF. DealerRock may prorate additions for a partial billing period.

8.4 Committed and Enterprise Terms

If an SOF states a committed Subscription Term, non-cancellation obligation, renewal period, or different notice requirement, the SOF controls. Customer may not cancel or reduce committed locations, users, modules, or services during that committed term except as expressly permitted in the SOF or agreed by DealerRock in writing.

8.5 Termination for Cause

Either Party may terminate the Agreement or an affected SOF if the other Party materially breaches the Agreement and fails to cure the breach within 30 days after written notice. DealerRock may terminate or suspend immediately if Customer’s breach creates a security risk, legal exposure, threat to the Services or another customer, infringement of DealerRock’s rights, unlawful messaging activity, or other harm that cannot reasonably be addressed through a 30-day cure period.

Either Party may terminate immediately if the other Party becomes subject to bankruptcy, receivership, liquidation, assignment for the benefit of creditors, or a similar insolvency proceeding that is not dismissed within 60 days, to the extent termination is permitted by law.

8.6 Suspension

DealerRock may suspend or restrict access to all or part of the Services if reasonably necessary because of:

Nonpayment or an invalid payment method;
A violation of the Agreement or applicable law;
Unauthorized access, misuse, or a security threat;
Messaging abuse or provider restrictions;
A request from Customer or a governmental authority;
Customer’s failure to cooperate with a security or compliance investigation;
A third-party service failure or restriction; or
An emergency requiring immediate protective action.

Where commercially reasonable, DealerRock will limit a suspension to the affected users, functions, or locations and will restore access after the issue is resolved. Suspension does not excuse Customer’s payment or other obligations.

8.7 Effect of Termination

Upon termination or expiration:

Customer’s right to access and use the Services ends;
Customer must stop using DealerRock Technology;
All unpaid amounts become due;
DealerRock may disable Account access immediately;
Customer remains responsible for fees and obligations accrued before termination; and
Provisions intended by their nature to survive will remain in effect.

9. Data Export and Retention After Termination

9.1 Customer Responsibility Before Termination

Customer is responsible for downloading, printing, or otherwise preserving records it will need before termination, including work orders, purchase agreements, reports, PDFs, documents, images, and attachments. Customer should not rely on post-termination access.

Customer will not retain login access after termination unless DealerRock agrees otherwise in writing. DealerRock may retain active application data for up to 60 days after termination in case Customer requests available information, requires limited assistance, or elects to reactivate the Account.

9.3 Standard Export

During the 60-day post-termination period, and provided Customer’s Account is current and in good standing, Customer may request one standard export of reasonably available structured Customer Data in DealerRock’s then-current Excel, CSV, or similar standard formats.

A standard export does not include:

A copy of DealerRock’s database or source code;
Proprietary relationships, calculations, workflows, configurations, or report logic;
Individually generated PDFs;
Rendered work orders, purchase agreements, custom forms, or custom reports;
Bulk extraction of documents, images, or attachments;
Recreation of historical application screens or reports; or
Formatting or transformation for import into another provider’s system.

Customer must download or print records not included in the standard export before termination.

9.4 Custom Export and Migration Assistance

DealerRock may charge its then-current professional-services rates for custom exports, bulk document or image extraction, data transformation, migration assistance, report generation, or other work outside the standard export. DealerRock is not obligated to perform custom work unless the Parties agree on scope, fees, and timing.

9.5 Deletion and Backups

After the 60-day retention period, DealerRock may delete or de-identify Customer Data without further notice or obligation, subject to applicable law, legal holds, billing and dispute records, security requirements, and routine backup cycles. Customer Data in rolling backups is not individually purged but will expire as the applicable backups rotate out under DealerRock’s retention schedule.

DealerRock may retain aggregated or de-identified information indefinitely in accordance with Section 4.9.

10. Intellectual Property

10.1 DealerRock Ownership

DealerRock and its licensors own all right, title, and interest in DealerRock Technology, including all improvements, updates, derivative works, configurations, designs, methods, concepts, know-how, and intellectual-property rights. Except for the limited access right expressly granted in the Agreement, no rights are transferred to Customer.

10.2 Customer Materials

Customer retains ownership of Customer Data and Customer-provided names, logos, trademarks, images, forms, and other materials. Customer grants DealerRock the rights reasonably necessary to use those materials to provide the Services and exercise DealerRock’s rights under the Agreement.

10.3 Feedback

Customer may provide suggestions, requests, ideas, or feedback. Customer grants DealerRock a perpetual, irrevocable, worldwide, royalty-free right to use, modify, incorporate, commercialize, and otherwise exploit feedback without restriction or obligation, provided DealerRock does not publicly identify Customer as the source without permission.

11. Confidentiality

11.1 Confidential Information

“Confidential Information” means non-public information disclosed by one Party (“Discloser”) to the other (“Recipient”) that is marked confidential or reasonably should be understood as confidential, including Customer Data, security information, product plans, source code, pricing, business information, and technical information.

11.2 Obligations

Recipient will:

Use Confidential Information only to exercise rights or perform obligations under the Agreement;
Protect it using at least reasonable care and no less than the care used for Recipient’s own similar information;
Disclose it only to personnel, affiliates, advisers, and service providers who need to know it and are subject to confidentiality obligations; and
Not disclose it to another person except as permitted by the Agreement or authorized by Discloser.

11.3 Exclusions

Confidential Information does not include information Recipient can demonstrate:

Is or becomes public through no breach of the Agreement;
Was lawfully known without restriction before disclosure;
Was received lawfully from a third party without confidentiality obligation; or
Was independently developed without use of the Confidential Information.

11.4 Required Disclosure

If Recipient is legally required to disclose Confidential Information, Recipient may do so after providing advance notice to Discloser where legally permitted and reasonable cooperation, at Discloser’s expense, in seeking protective treatment.

11.5 Prior Nondisclosure Agreements

If the Parties previously entered into a nondisclosure or confidentiality agreement, the provision affording greater protection to the applicable information will control. The earlier agreement is not automatically terminated by these Terms.

12. Warranties and Disclaimers

12.1 Mutual Authority

Each Party represents that it has authority to enter into the Agreement.

12.2 Limited Service Warranty

DealerRock warrants that paid subscription Services will perform in all material respects in accordance with the applicable Documentation under normal authorized use. Customer must notify DealerRock of a claimed breach with reasonable detail. DealerRock’s sole obligation and Customer’s exclusive remedy will be for DealerRock to use commercially reasonable efforts to correct the material nonconformity.

If DealerRock cannot correct a material nonconformity within a commercially reasonable period and the nonconformity substantially prevents use of the affected paid Service, Customer may terminate the affected Service and receive a prorated refund of prepaid, unused subscription fees for the terminated portion. This warranty does not apply to issues caused by Customer Data, Customer configurations, misuse, unauthorized changes, third-party services, unsupported environments, or circumstances outside DealerRock’s reasonable control.

12.3 General Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, THE SERVICES, DEALERROCK TECHNOLOGY, THIRD-PARTY DATA, BETA FEATURES, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, DEALERROCK DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, AND RESULTS.

DEALERROCK DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR COMPATIBLE WITH EVERY THIRD-PARTY SYSTEM, OR THAT ALL DEFECTS OR DATA ISSUES WILL BE CORRECTED.

12.4 Dealership Operations and Professional Advice

DealerRock provides operational software and is not an accounting firm, tax adviser, law firm, lender, insurer, title agency, government agency, manufacturer, warranty administrator, human-resources adviser, or regulatory adviser. DealerRock does not provide legal, tax, accounting, financing, lending, insurance, title, registration, employment, warranty, or compliance advice.

Customer is solely responsible for reviewing and validating:

Accounting entries, reports, reconciliations, margins, inventory values, and financial information;
Tax rates, taxability, filings, calculations, exemptions, and remittances;
Titles, registrations, liens, ownership, serial numbers, VINs, HINs, and governmental forms;
Financing, credit, lending, insurance, warranty, and disclosure requirements;
Purchase agreements, electronic approvals, signatures, notices, and transaction documents;
Payroll, technician time, employment, and compensation information;
Customer communications, consent, and opt-out compliance;
Manufacturer, model, option, specification, and pricing data; and
Any output used to make a legal, financial, tax, credit, employment, or regulatory decision.

Customer must consult qualified professionals where appropriate. DealerRock is not responsible for errors caused by Customer Data, configuration, third-party data, user action, or failure to review an output before relying on it.

12.5 Electronic Signatures and Approvals

The Services may facilitate electronic signatures, acknowledgments, or approvals. Customer is responsible for determining whether an electronic process is appropriate and legally sufficient for a particular document, transaction, jurisdiction, signer, and use case. DealerRock does not guarantee enforceability of every electronic signature, approval, form, or transaction.

13. Indemnification

13.1 DealerRock Intellectual-Property Indemnity

DealerRock will defend Customer against a third-party claim alleging that Customer’s authorized use of the paid DealerRock Services infringes a United States patent, copyright, or trademark, and will indemnify Customer against damages and reasonable attorneys’ fees finally awarded or included in a settlement approved by DealerRock.

DealerRock has no obligation for a claim arising from:

Customer Data or Customer materials;
Use outside the Agreement or Documentation;
Modification by anyone other than DealerRock;
Combination with products, data, or services not provided by DealerRock;
Continued use after DealerRock provides a non-infringing replacement or instructs Customer to stop; or
Third-party services or data.

If an infringement claim is made or likely, DealerRock may obtain the right for Customer to continue use, modify or replace the affected Service, or terminate the affected Service and refund prepaid, unused subscription fees for the terminated portion. This Section states Customer’s exclusive remedy and DealerRock’s entire liability for intellectual-property infringement claims.

13.2 Customer Indemnity

Customer will defend, indemnify, and hold harmless DealerRock, its affiliates, and their officers, directors, employees, contractors, and agents from third-party claims, investigations, damages, penalties, judgments, settlements, costs, and reasonable attorneys’ fees arising from or relating to:

Customer Data or Customer-provided content, documents, images, forms, trademarks, or materials;
Customer’s collection, use, disclosure, or processing of personal information;
Customer communications, including consent, opt-in, opt-out, telemarketing, SMS, and email practices;
Customer’s products, services, sales, repairs, warranties, taxes, financing, titles, registrations, employment practices, or dealership operations;
Customer’s use of electronic signatures, approvals, or transaction documents;
Customer’s violation of law, regulation, carrier requirement, or third-party right;
Customer-selected third-party services, providers, or integrations;
Customer’s or an Authorized User’s fraud, misconduct, negligence, unauthorized activity, or breach of the Agreement; or
Any allegation that Customer Data or Customer materials infringe, misappropriate, or violate a third party’s rights.

13.3 Indemnification Procedure

The indemnified Party must provide prompt notice of the claim, reasonable cooperation at the indemnifying Party’s expense, and control of the defense and settlement to the indemnifying Party. Delay in notice relieves the indemnifying Party only to the extent materially prejudiced. The indemnifying Party may not settle a claim in a manner that admits fault by, imposes non-monetary obligations on, or fails to fully release the indemnified Party without prior written consent, not to be unreasonably withheld.

14. Limitation of Liability

14.1 Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER DEALERROCK NOR ITS AFFILIATES, LICENSORS, OR SERVICE PROVIDERS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOSS OF PROFITS, REVENUE, SALES, GOODWILL, BUSINESS OPPORTUNITY, OR ANTICIPATED SAVINGS; BUSINESS INTERRUPTION; COST OF SUBSTITUTE SERVICES; OR LOSS, CORRUPTION, RESTORATION, OR RECONSTRUCTION OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 General Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DEALERROCK’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT, THE SERVICES, OR DEALERROCK TECHNOLOGY WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO DEALERROCK FOR THE AFFECTED SERVICES DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.

14.3 Enhanced Cap for Data-Security and IP Claims

DEALERROCK’S TOTAL AGGREGATE LIABILITY FOR (A) CLAIMS ARISING FROM DEALERROCK’S BREACH OF ITS EXPRESS DATA-SECURITY OBLIGATIONS UNDER SECTION 4.5 THAT RESULTS IN UNAUTHORIZED DISCLOSURE OF CUSTOMER DATA, AND (B) DEALERROCK’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 13.1, WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO DEALERROCK FOR THE AFFECTED SERVICES DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.

14.4 Non-Cumulative Caps

The General Liability Cap and Enhanced Cap are not cumulative. The maximum aggregate liability for all claims will not exceed the single highest applicable cap. Multiple claims, events, theories, SOFs, locations, affiliates, or Authorized Users do not increase or multiply a cap.

14.5 Exceptions

The limitations in this Section do not limit:

Customer’s obligation to pay fees and taxes;
Customer’s indemnification obligations;
Customer’s liability for unauthorized use or infringement of DealerRock Technology;
Customer’s breach of Section 3.2 or unlawful messaging activity; or
Liability that cannot lawfully be limited or excluded.

No claim characterization, including a claim labeled negligence, gross negligence, strict liability, statutory liability, data breach, or otherwise, will enlarge DealerRock’s liability beyond the applicable cap except to the extent applicable law prohibits the limitation.

14.6 Allocation of Risk

The Parties agree that the exclusions and limitations in this Section are a material basis of the bargain, reflect the allocation of risk between the Parties, apply regardless of the form of action, and will apply even if a limited remedy fails of its essential purpose.

15. Publicity

DealerRock may identify Customer as a DealerRock customer and may display Customer’s name and logo in customer lists, presentations, proposals, websites, and marketing materials. Customer may opt out by emailing support@dealerrock.com. DealerRock will use reasonable efforts to discontinue new uses within 30 days, but is not required to recall materials already printed, published, or distributed.

16. Governing Law, Venue, Jury Waiver, and Class Waiver

16.1 Governing Law and Venue

The Agreement is governed by the laws of the Commonwealth of Kentucky, without regard to conflict-of-law rules. Each Party irrevocably submits to the exclusive jurisdiction and venue of the state courts located in Kenton County, Kentucky, and the United States federal courts located in the Eastern District of Kentucky, for any dispute arising out of or relating to the Agreement or Services.

16.2 Jury-Trial Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE AGREEMENT OR SERVICES.

16.3 Class and Representative Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, OR REPRESENTATIVE IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE-ATTORNEY-GENERAL, OR REPRESENTATIVE PROCEEDING.

16.4 Injunctive Relief

Nothing in this Section prevents either Party from seeking temporary, preliminary, or permanent injunctive or equitable relief to protect confidential information, intellectual property, security, or prevent unauthorized access or misuse.

17. Miscellaneous

17.1 Modifications to These Terms

DealerRock may update these Terms from time to time. For existing Customers, material changes will generally take effect on the first renewal or billing cycle beginning after DealerRock provides at least 30 days’ notice, unless a different effective date is required by law or a change is reasonably necessary to address security, abuse, legal compliance, or a new feature requested by Customer. DealerRock may provide notice through email, the Account, an invoice, the Website, or another reasonable method.

17.2 Order of Precedence

If governing documents conflict, the following order of precedence applies:

The applicable SOF, including a mutually approved change order, for the specific commercial terms, scope, quantities, timing, or other matters it expressly addresses;
An applicable DPA or other Supplemental Term, for the subject matter it expressly addresses;
These Terms; and
The Privacy Notice, solely with respect to DealerRock’s privacy disclosures and practices.

A purchase order, vendor portal term, invoice instruction, onboarding document, or Customer form will not modify the Agreement unless DealerRock expressly agrees in a writing signed by an authorized DealerRock representative.

17.3 Entire Agreement

The Agreement constitutes the entire agreement between the Parties concerning the Services and supersedes prior or contemporaneous proposals, communications, representations, and agreements concerning the same subject matter, except that a prior confidentiality agreement remains effective as provided in Section 11.5.

17.4 Assignment

Customer may not assign or transfer the Agreement, an SOF, or any right to use the Services without DealerRock’s prior written consent. DealerRock may assign the Agreement, in whole or part, to an affiliate or in connection with a merger, acquisition, reorganization, financing, change of control, or sale of all or substantially all of the relevant assets or business. An attempted assignment in violation of this Section is void.

17.5 Independent Contractors

The Parties are independent contractors. The Agreement does not create a partnership, franchise, joint venture, fiduciary, agency, employment, or exclusive relationship.

17.6 Force Majeure

Neither Party will be liable for delay or failure to perform, other than Customer’s payment obligations for amounts already due, caused by events beyond its reasonable control, including natural disasters, severe weather, fire, epidemic, war, terrorism, civil unrest, government action, labor disruption, utility or telecommunications failure, Internet failure, cyberattack, denial-of-service attack, cloud-provider outage, third-party provider failure, or supply shortage.

If a force-majeure event materially prevents DealerRock from providing substantially all paid Services for more than 60 consecutive days, either Party may terminate the affected Services by written notice. Customer’s sole remedy will be a prorated refund of prepaid, unused recurring subscription fees allocable to the period after the effective termination date. Implementation fees, one-time fees, third-party fees, and fees for Services already provided are non-refundable.

17.7 Notices

Customer notices to DealerRock under the Agreement must be sent to:

DealerRock, LLC
25 Town Center Blvd., Suite 104
Crestview Hills, KY 41017
Email: support@dealerrock.com

DealerRock may send notices to Customer’s Account administrator, billing contact, notice email, or mailing address identified in the SOF or Account. Email notices are deemed received when sent unless the sender receives a delivery failure. Mailed notices are deemed received on actual delivery or five business days after mailing, whichever occurs first.

17.8 Export Controls and Sanctions

Customer will comply with applicable United States and other export-control and economic-sanctions laws. Customer will not permit access to the Services by a sanctioned person or from a jurisdiction where access is prohibited, and will not use the Services to export or transfer controlled information unlawfully.

17.9 Anti-Corruption

Each Party will comply with applicable anti-bribery and anti-corruption laws and will not offer, promise, authorize, or accept an unlawful bribe, kickback, or improper payment in connection with the Agreement.

17.10 Waiver

A waiver is effective only if in writing and signed by the waiving Party. A delay or failure to enforce a provision is not a waiver. A waiver on one occasion does not waive later enforcement.

17.11 Severability

If a provision is held invalid or unenforceable, it will be enforced to the maximum extent permitted and modified only as necessary to make it enforceable. The remaining provisions will remain in effect.

17.12 No Third-Party Beneficiaries

The Agreement is for the benefit of the Parties and their permitted successors and assigns. It does not create rights for any other person, including Authorized Users or End Customers.

17.13 Electronic Acceptance and Counterparts

The Agreement and any SOF may be accepted electronically and executed in counterparts. Electronic signatures and records have the same effect as originals to the maximum extent permitted by law.

17.14 Survival

Sections concerning accrued payment obligations, Customer Data rights and retention, intellectual property, confidentiality, disclaimers, indemnification, limitation of liability, disputes, and any provisions that by their nature should survive will survive termination or expiration.

17.15 Headings and Interpretation

Headings are for convenience only. “Including” means “including without limitation.” Singular terms include the plural and vice versa where appropriate. These Terms will not be construed against a Party solely because that Party drafted them.

18. Contact

Questions about these Terms may be sent to support@dealerrock.com.

Terms of Service