Terms of Service of DealerDesker

These Terms of Service (the "terms") are a binding agreement between you and Syncorise LLC dba DealerDesker ("we," "us," or "our") governing your access to and use of DealerDesker — our website, the DealerDesker application, and everything we provide through them (the "service").

By creating an account or using the service, you accept these terms. If you are using DealerDesker on behalf of a dealership or other business, you represent that you have the authority to bind that business, and "you" refers to that business.

To use DealerDesker you must:

• Be at least 18 years old and able to enter into a binding contract
• Be a licensed or registered auto dealer, or an authorized employee or agent of one
• Provide accurate, current, and complete information when you sign up
• Use the service for legitimate business purposes and in compliance with the law

We may decline to offer, or may suspend, the service to anyone who does not meet these requirements.

You are responsible for your account, for keeping your login credentials confidential, and for all activity that happens under your account. If you invite team members, you are responsible for setting their permissions and for their use of the service. Tell us right away at [email protected] if you believe your account has been compromised.

DealerDesker gives you tools to build deal jackets, generate and electronically sign sales contracts and disclosures, manage customer and vehicle records, collect payments, and run your dealership.

Subject to these terms, we grant you a limited, non-exclusive, non-transferable, revocable right to use the service for your dealership's internal business purposes. We may add, change, or remove features over time as we improve the product.

You keep ownership of the information you and your team put into DealerDesker, including your customers' deal information ("your data"). You grant us a license to host, process, and transmit your data as needed to provide and improve the service and as described in our Privacy Policy.

Because you control that data, you are responsible for it. In particular, you agree that:

• You have the right to collect and use the information you enter, and it is accurate and lawful
• You have a permissible purpose to obtain and use driver and motor-vehicle information under the Driver's Privacy Protection Act (DPPA)
• You comply with the laws that apply to your dealership — which may include the GLBA Safeguards Rule, ECOA, the Truth in Lending Act, the FTC and state UDAP rules, ESIGN/UETA, and your state's dealer and consumer-protection laws
• You provide your customers any privacy notices and obtain any consents the law requires
• You are responsible for the accuracy of the deals, figures, and documents you create and for getting them properly signed

When using DealerDesker, you agree not to:

• Break the law, infringe anyone's rights, or use the service to harm others
• Access or use data you have no permissible purpose or right to use
• Share your account, or let unauthorized people use the service
• Probe, scan, or test the security of the service, or try to bypass any limits
• Upload malware, scrape the service, or place an unreasonable load on it
• Copy, resell, reverse engineer, or create a competing product from the service

We charge a flat $20 per completed deal. Electronic signatures are included at no extra charge. There is no subscription, no setup fee, and no minimum — you only pay when you complete a deal.

Optional third-party reports, such as a ClearVIN vehicle history, are passed through to you at cost when you choose to use them.

Payments are processed by our payment processor, Stripe. You authorize us to charge the payment method on file for amounts you incur, plus any applicable taxes. If a payment fails, we may suspend paid features until it is resolved. Except where the law requires otherwise, fees are non-refundable. If you dispute a charge, please contact us first so we can help.

DealerDesker connects with services provided by other companies so that certain features work. Depending on what you use, these include:

• Stripe, Inc. — payment processing
• DocuSign, Inc. — electronic signatures
• ClearVIN — vehicle history reports

Your use of these services is also governed by their own terms and privacy policies. We are not responsible for third-party services, and any pass-through charges for them are your responsibility.

The service lets you and your customers sign documents electronically. By using these features, you and your customers consent to do business electronically and agree that electronic signatures and records are valid and enforceable under the federal ESIGN Act and applicable state UETA laws. You are responsible for confirming the identity of signers and for executing each document correctly.

DealerDesker provides document templates, calculations, and workflows to help you do your paperwork faster. We are not a law firm, and we do not provide legal, tax, financial, or compliance advice. The forms and figures the service produces are tools — you are responsible for reviewing them for accuracy and legal sufficiency for your transaction and jurisdiction, and for consulting your own advisors. You, not us, are responsible for your compliance with the laws that apply to your dealership.

The service, including our software, design, and content, is owned by us and our licensors and is protected by intellectual-property laws. These terms do not give you any rights in the service except the limited license described above. If you send us feedback or suggestions, we may use them without obligation to you.

Each of us may receive information from the other that is confidential. We will protect your confidential information — including your data — and use it only to provide the service, and we ask the same of you regarding any non-public information about the service. This does not apply to information that is public, already known, or independently developed without using the other's confidential information.

The service is provided "as is" and "as available." To the fullest extent allowed by law, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the service will be uninterrupted, error-free, or secure, or that it will meet your requirements.

To the fullest extent permitted by law, we will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenues, data, or goodwill, arising out of or relating to the service. Our total liability for any claim relating to the service will not exceed the amount you paid us for the service in the twelve months before the event giving rise to the claim. Some jurisdictions do not allow certain limitations, so some of these may not apply to you.

You agree to defend, indemnify, and hold us harmless from any claims, damages, losses, and expenses (including reasonable legal fees) arising out of your data, your use of the service, your violation of these terms, or your failure to comply with the laws that apply to your dealership — including DPPA, GLBA, and consumer-protection and dealer laws.

These terms apply for as long as you use the service. You may stop using DealerDesker and close your account at any time. We may suspend or terminate your access if you breach these terms, fail to pay, or use the service in a way that creates risk or legal exposure. On termination, your right to use the service ends; we will make your data available for a reasonable period for you to export it, after which we may delete it, subject to any legal retention obligations. Provisions that should survive termination — such as fees owed, confidentiality, disclaimers, liability limits, and indemnification — will survive.

We may update the service and these terms from time to time. When we make material changes to the terms, we will update the date above and, where appropriate, notify you. If you keep using the service after the changes take effect, you accept the updated terms.

These terms are governed by the laws of the State of Florida, without regard to its conflict-of-laws rules. The state and federal courts located in Miami-Dade County, Florida will have exclusive jurisdiction over any dispute that is not otherwise resolved, and you consent to that venue. Before filing anything, please contact us so we can try to resolve the matter informally.

You may not assign these terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets. If any provision is found unenforceable, the rest stays in effect. These terms, together with our Privacy Policy, are the entire agreement between us about the service. Our failure to enforce a provision is not a waiver. Neither party is liable for delays or failures caused by events beyond its reasonable control. We may send notices to the email on your account; you can reach us at the address below.