- Acceptance of Terms
These Terms of Service (“Terms”) constitute a legally binding agreement between you (an individual or entity, “Customer,” “User,” or “you”) and Dealer Action, LLC, a Delaware limited liability company, and its affiliates (collectively, “Dealer Action,” “we,” “us,” or “our”). By accessing or using the Dealer Action Platform (all websites, platforms, and interactive properties, collectively the “Service”), you agree to abide by these Terms, including any Order Forms, exhibits, or schedules. If you accept on behalf of an organization, you represent that you have authority to bind that organization.
You also agree to comply with our Privacy Policy (view now) and any other policies or guidelines referenced herein.
- Account Registration & Eligibility
To access certain features, you must register for a User account. When you register, you represent and warrant that:
- You are at least 16 years old; our Service is not for individuals under 16.
- You provide accurate, complete, and up-to-date information (including real name and valid email address).
- You will maintain and promptly update your account information to keep it accurate.
- You are responsible for all activity under your account and will keep your credentials confidential.
- You will not share your login credentials or allow others to use your account.
Accounts created by automated means (e.g., bots) or using false information are prohibited. If you suspect unauthorized access to your account, you must notify us immediately at support@dealeraction.com. We reserve the right to suspend or terminate accounts for violations of these Terms.
- Use Restrictions
Except as expressly permitted by this Agreement or by law, you may not, nor permit others to:
- License, sublicense, sell, resell, rent, or otherwise redistribute or commercially exploit the Service to third parties.
- Decompile, reverse engineer, disassemble, or attempt to derive source code or proprietary information from the Service.
- Modify, remove, or obscure any intellectual property rights notices or proprietary markings on the Service.
- “Crawl,” “scrape,” “spider,” or perform automated data extraction from the Service or its databases.
- Download or copy database or account information for unauthorized use or for the benefit of another party.
- Attempt to gain unauthorized access to our systems, networks, or accounts.
- Use the Service to send spam, unsolicited communications, or any content that violates applicable laws.
- Use the Service in a manner that violates any local, state, national, or foreign law, including data-privacy regulations.
- Frame or embed any part of the site in a way that conceals the origin of the content without our written consent.
- Impose an unreasonable load on our infrastructure or otherwise disrupt normal operation of the Service.
Violation of these restrictions may result in immediate suspension or termination of your account, at our sole discretion.
- Subscriptions, Billing & Refund Policy
4.1 Subscription Types: We offer paid subscriptions (e.g., annual, semi-annual, or monthly). All fees and billing terms are set forth in your Order Form.
4.2 Payment Terms: You must provide a valid payment method at signup. Fees are billed in advance for the subscription term you select. Upon renewal, we will automatically charge the same payment method for the next term unless you cancel.
4.3 No Refunds: All paid subscription fees are non-refundable. We do not prorate or credit partial subscription periods, downgrades, or unused accounts.
4.4 Upgrades & Downgrades: You may upgrade your subscription mid-term (e.g., adding features or Users). Upgrades take effect immediately and are billed pro-rata for the remainder of the term. Downgrades or removal of features do not entitle you to a refund; they take effect at the next renewal and adjust fees accordingly.
4.5 Cancellation: To cancel auto-renewal, send a request via email to your Customer Success Manager and billing@dealeraction.com before your renewal date. Cancellation takes effect at the end of the current paid term; you may continue to use the Service until then. All account data will be deleted upon written request after termination.
4.6 Price Changes: We may change subscription prices at any time. We will notify you at least 30 days before a new price takes effect; the new price applies at your next renewal.
4.7 Late Fees & Suspension: If a payment is past due, we may charge interest at the lesser of 3% per month or the maximum allowed by law. Non-payment may result in suspension of Service until payment is made.
- Ownership & License
5.1 Your User Content: You retain ownership of all data or content you submit or upload to the Service (“User Content”).
5.2 Our Content: Except for User Content and any Third-Party Content (see Section 6), all materials on the Service—text, graphics, logos, images, software, and documentation—are owned or licensed by Dealer Action and are protected by copyright, trademark, and other laws. You may not use, copy, distribute, reverse engineer, or create derivative works without our prior written permission.
5.3 Limited License: Subject to your compliance with these Terms and payment of applicable fees, we grant you a revocable, non-transferable, non-exclusive, limited license to access and use the Service for your internal business purposes during the subscription term.
- Third-Party Content & Third-Party Links
Dealer Action may reference third-party trademarks, logos, or brand names within its platform. All such trademarks are the property of their respective owners. Dealer Action makes no claim of ownership and uses these marks solely to identify and credit the sources used in teh platform.
The Service may contain links to third-party websites, social media feeds, or services (“Third-Party Content”). We do not control or endorse these resources and are not responsible for their content, accuracy, or availability. Any transaction or communication with third parties is solely between you and that third party. We disclaim all liability arising from your use of Third-Party Content.
- Warranties & Disclaimers
7.1 As-Is Basis: THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.
7.2 No Liability for Content Accuracy: We make no representations regarding the accuracy, completeness, or timeliness of content available via the Service or any linked sites. You agree to verify critical information independently.
7.3 No Guarantee of Uninterrupted Service: We do not warrant that the Service will be uninterrupted or error-free. We are not responsible for outages, downtime, data loss, or other operational issues.
7.4 No Third-Party Endorsements: WE DO NOT ENDORSE OR GUARANTEE ANY PRODUCT OR SERVICE OFFERED BY THIRD PARTIES THROUGH THE SERVICE AND WILL NOT BE LIABLE FOR DAMAGES ARISING FROM TRANSACTIONS BETWEEN YOU AND THIRD PARTIES.
- Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DEALER ACTION OR ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION), ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL OUR TOTAL AGGREGATE LIABILITY EXCEED THE GREATER OF (A) THE FEES PAID BY YOU TO DEALER ACTION IN THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY, OR (B) US $100.
- Indemnification
You agree to indemnify, defend, and hold harmless Dealer Action and its affiliates, officers, directors, employees, and agents from any claims, losses, damages, liabilities, costs, or expenses (including reasonable attorneys’ fees) arising from:
- Your breach of these Terms or any applicable law.
- Your use of the Service in a manner not authorized by these Terms.
- Any claim that your User Content infringes or violates a third party’s rights or applicable laws.
- Any action by a third party using your account or credentials.
We may, at our option, assume the defense and control of any claim, and you agree to cooperate in defending such claim. You may not settle any claim on our behalf without our prior written consent.
- Confidentiality
10.1 Definition: “Confidential Information” means all non-public information disclosed by one party (“Discloser”) to the other (“Recipient”), whether in written, electronic, or oral form, that is designated as confidential or that reasonably should be understood as confidential, including business plans, user data, pricing, and technical information.
10.2 Obligations: The Recipient shall:
- Use Confidential Information only to perform its obligations under these Terms;
- Protect Confidential Information with at least the same care as it uses for its own confidential information, but no less than reasonable care;
- Not disclose Confidential Information to any third party except to its employees, contractors, or agents who need to know such information and are bound by confidentiality obligations at least as protective as this Section;
- Promptly return or destroy all Confidential Information upon Discloser’s request or upon termination of these Terms, except as required by law.
10.3 Exclusions: Confidential Information does not include information that the Recipient can demonstrate (a) is or becomes publicly known through no fault of the Recipient, (b) was rightfully known to the Recipient without restriction before disclosure, (c) is rightfully received from a third party without restriction, or (d) is independently developed without reference to Confidential Information.
10.4 Required Disclosure: If Recipient is compelled by law to disclose Confidential Information, it shall give Discloser prompt written notice (to the extent legally permitted) and cooperate in any lawful efforts to limit disclosure or seek protective orders.
- Termination
11.1 Term & Renewal: These Terms remain in effect while you hold an active subscription or User account. Upon subscription expiration or account termination, your right to use the Service ends immediately, except as expressly provided in these Terms.
11.2 Termination for Convenience: You may terminate your paid subscription by following the cancellation instructions in Section 4.5. We may terminate your access to the Service at any time for any reason, including your material breach of these Terms, with or without notice.
11.3 Effect of Termination: Upon termination for any reason:
- Your license rights under Section 5 immediately cease;
- You must delete or destroy all copies of the Service and related materials in your possession;
- All unpaid fees become immediately due and payable;
- We may delete your account and all associated User Content unless otherwise prohibited by law; you have no right to access or retrieve deleted User Content after termination.
- Miscellaneous
12.1 Governing Law & Jurisdiction: These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-law rules. Any dispute arising out of or related to these Terms or the Service shall be exclusively resolved by the federal or state courts located in Wilmington, Delaware, and you consent to their personal jurisdiction.
12.2 No Class Actions: To the fullest extent permitted by law, any claim arising out of or related to these Terms must be brought individually and not as a plaintiff or class member in any purported class or representative proceeding.
12.3 Force Majeure: Neither party shall be liable for delays or failures in performance due to causes beyond its reasonable control, including acts of God, war, terrorism, natural disasters, strikes, or governmental actions. Performance is excused only for the duration and in the affected area of such force majeure event.
12.4 Notices: All notices must be in writing. We may send notices to your email or postal address on file; you may send notices to us at:
Dealer Action, LLC
154 Gibbs Street, Suite 418
Rockville, MD 20850
Email: legal@dealeraction.com
Notices are deemed given upon electronic delivery or, if sent by certified mailed or courier, five (5) business days after deposit.
12.5 Canadian Consumer Protection: If you reside in Canada, these Terms do not limit rights you may have under applicable Canadian consumer protection laws.
12.6 Severability: If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect.
12.7 Waiver: No waiver of any term or condition is effective unless in writing. Failure to enforce any right does not waive that right.
12.8 Entire Agreement: These Terms, together with the Privacy Policy and any Order Forms or exhibits, constitute the entire agreement between you and us regarding the Service and supersede all prior agreements.
12.9 Assignment: You may not assign or transfer these Terms or your rights without our prior written consent. We may assign these Terms to any affiliate or successor without restriction.
12.10 Fair Use: You acknowledge that the Service relies on shared resources. You agree not to use the Service in a manner that significantly exceeds average usage by similarly situated customers. In case of excessive or abusive usage, we will notify you and may require migration to a higher-capacity plan. If no agreement is reached, we may terminate your Services immediately without refund.
12.11 Data Accuracy: External parties (media, event companies, award programs, etc.) may change their critical dates or details. Dealer Action is not liable for damages or losses due to incorrect, incomplete, or outdated third-party information. Users are advised to verify important dates and data independently.
