Terms of Service

These Terms of Service (the “Terms”) govern your access to and use of DealerIQ (the “Service”), an operational workflow coordination platform provided by CarPal Technologies LLC (“CarPal”, “we”, “us”, or “our”). By creating an account, signing in, or otherwise using the Service, you agree to be bound by these Terms on behalf of yourself and the dealership or organization you represent (the “Dealer”).

If you do not agree to these Terms, you may not access or use the Service.

DealerIQ is an operational workflow visibility and coordination platform that helps dealerships coordinate vehicle delivery scheduling, recon status, finance task tracking, sales checklists, and related operational signals across teams.

The Service is not, and is not intended to be:

• a Dealer Management System (DMS);
• finance, lending, credit, or loan-origination software;
• insurance verification or insurance-issuance software;
• vehicle registration, titling, or tax-processing software;
• compliance, regulatory, or legal-documentation software; or
• a system of record for legal, financial, or regulatory documentation.

The Service is licensed for use by authorized automotive dealerships and their employees for legitimate business operations only. You may not use the Service for personal, household, or non-dealership purposes, and you may not resell, sublicense, or otherwise make the Service available to third parties without our prior written consent.

Access to the Service is provided through individual user accounts assigned to specific roles (such as admin, sales, finance, or crew). You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You must notify us promptly of any unauthorized access.

The Dealer is responsible for provisioning, managing, and de-provisioning access for its personnel, and for ensuring that each user is assigned an appropriate role.

The Dealer remains fully and solely responsible for all operational, legal, finance, compliance, registration, customer-communication, and delivery decisions made in connection with vehicles, deals, or customers referenced in the Service, including without limitation:

• verifying customer identity, financing, insurance, and trade-in information;
• completing all required regulatory, lender, and dealer-state paperwork;
• processing vehicle registration, titling, plates, and taxes;
• ensuring vehicle reconditioning, safety inspections, and roadworthiness;
• communicating with customers and resolving customer disputes;
• complying with applicable federal, state, and local laws and regulations; and
• the conduct, supervision, and training of its employees and contractors.

The Service may surface AI-generated insights, alerts, risk scores, scheduling suggestions, and other recommendations. These outputs are advisory and informational only.

AI-generated insights, alerts, recommendations, and workflow suggestions are informational only and do not constitute legal, compliance, finance, lending, registration, or operational decisions. The Dealer must independently verify and approve any action taken in reliance on them.

You agree not to:

• use the Service in violation of any law or third-party right;
• reverse engineer, copy, or attempt to extract the source code of the Service;
• upload malware or interfere with the integrity, security, or performance of the Service;
• use automated scrapers or bots to access the Service in a manner that materially burdens our infrastructure;
• access data belonging to another dealership workspace; or
• use the Service to harass, defame, or harm any person.

The Service is designed to operate with the minimum customer information necessary for delivery coordination (such as customer name, vehicle stock number, and delivery time).

You must not upload, enter, or transmit through the Service:

• Social Security numbers, driver's license images, or government IDs;
• bank account numbers, routing numbers, or full payment card numbers;
• credit applications, lender decisions, or credit-bureau data;
• insurance policy documents or claim information;
• protected health information; or
• any other sensitive personal, financial, lending, or regulated data (collectively, “Prohibited Data”).

The Dealer is responsible for instructing its personnel accordingly and for any Prohibited Data they nonetheless submit.

We maintain commercially reasonable administrative, technical, and physical safeguards designed to protect data within the Service, including encryption in transit, role-based access controls, and standard cloud-platform protections. However, no internet-based service can guarantee absolute security, and you acknowledge that you transmit data to the Service at your own risk.

Each party agrees to protect the confidential information of the other using at least the same degree of care it uses to protect its own confidential information, and in no event less than a reasonable standard of care. Confidential information does not include information that is publicly available, independently developed, or rightfully received from a third party without a confidentiality obligation.

Access to the Service is provided on a subscription basis under the plan selected by the Dealer. Fees are billed in advance and are non-refundable except as expressly stated in writing. Failure to pay fees when due may result in suspension or termination of access. Pricing may be changed prospectively upon reasonable notice.

Either party may terminate a subscription at the end of its then-current term by providing written notice. We may suspend or terminate access immediately for non-payment, breach of these Terms, or to protect the Service or other customers. Upon termination, the Dealer may export data through then-available tools for a reasonable period.

CarPal retains all right, title, and interest in and to the Service, including all software, designs, trademarks, and documentation. The Dealer retains all rights in the data it submits. Subject to these Terms, we grant the Dealer a limited, non-exclusive, non-transferable right to use the Service during the subscription term. No other rights are granted by implication.

We strive to keep the Service available, but we do not guarantee uninterrupted, error-free, or continuously available operation. The Service may be unavailable from time to time due to maintenance, upgrades, third-party outages, or events outside our reasonable control.

To the maximum extent permitted by law, in no event will CarPal Technologies LLC be liable for any indirect, incidental, special, consequential, exemplary, punitive, or lost-profit damages arising out of or related to the Service, even if advised of the possibility of such damages.

CarPal's total aggregate liability arising out of or related to these Terms or the Service shall not exceed the fees actually paid by the Dealer to CarPal for the Service during the twelve (12) months immediately preceding the event giving rise to the claim.

The Dealer agrees to defend, indemnify, and hold harmless CarPal and its officers, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to (a) the Dealer's use of the Service, (b) the Dealer's operational, finance, compliance, registration, or customer-communication decisions, (c) the conduct of the Dealer's employees or contractors, or (d) any Prohibited Data submitted through the Service.

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. CARPAL DOES NOT WARRANT ANY PARTICULAR OPERATIONAL OUTCOME, DELIVERY TIME, REVENUE RESULT, OR REGULATORY OUTCOME.

These Terms remain in effect while you use the Service. We may terminate or suspend your access at any time for breach of these Terms, suspected misuse, or to protect the Service or its users. Sections intended by their nature to survive termination (including the disclaimers, limitations of liability, indemnification, and intellectual property provisions) will survive.

These Terms are governed by the laws of the State in which CarPal Technologies LLC is organized, without regard to its conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in that State for any disputes arising out of or relating to these Terms, except that either party may seek injunctive relief in any court of competent jurisdiction.

We may update these Terms from time to time. If we make material changes, we will provide reasonable notice (for example, by posting an updated effective date or notifying account administrators). Your continued use of the Service after the updated Terms take effect constitutes acceptance of the updated Terms.

Questions about these Terms can be directed to CarPal Technologies LLC at legal@carpaltech.com.