Dealer Terms of Service

D1. Scope and Relationship to the Consumer Terms

D1.1 Who this binds

These Dealer Terms of Service (the "Dealer Terms") govern use of the Qarvis Service by motor vehicle dealers, dealer groups, and other businesses that list vehicles or purchase services from Qarvis LLC ("Qarvis," "we," "us"). "Dealer," "you," and "your" mean the business entity that holds or is served by the account, together with every person who accesses the Service under it.

D1.2 These supplement, and control over, the Consumer Terms

The Terms of Service apply to you and to everyone using your account. These Dealer Terms apply in addition. Where the two conflict as to your business use of the Service, these Dealer Terms control. The Consumer Terms continue to govern all other use, including ordinary browsing by your staff.

D1.3 This is a business-to-business agreement

You are entering this agreement in the course of your business, not as a consumer. Consumer protection statutes, remedies, and presumptions that apply to individual consumers do not apply to this agreement. Disputes are arbitrated under commercial rules, not consumer rules — see Section D18.

D1.4 Authority

The individual accepting these Dealer Terms represents and warrants that they are authorized to bind the Dealer. If you lack that authority, do not accept.

D1.5 Order of precedence

If we execute a written order form, insertion order, or master agreement with you, that document controls over these Dealer Terms to the extent of any conflict. Absent such a document, these Dealer Terms are the whole of the dealer agreement between us — there is no separate dealer contract to sign.

D2. Accounts, Staff, and Authorized Users

D2.1 You are responsible for your people

You may invite staff and assign them roles and permissions. You are fully responsible for everything done under your account and by every user you invite, including listings they publish, prices they set, messages they send, leads they handle, credits they spend, and subscriptions they change — whether or not you authorized the specific act.

D2.2 Role assignment is your obligation

Grant each user the minimum permissions their job requires. Remove access promptly when someone leaves your business. We are not liable for acts of a former employee whose access you did not revoke.

D2.3 Staff are bound too

Each staff user accepts the Consumer Terms and these Dealer Terms on joining your account. You will ensure your staff understand and comply with them, and in particular with the advertising and lead-use obligations in Sections D4 and D7.

D2.4 Credentials

Do not share logins. Each person gets their own. Audit records attribute actions to individual users, and shared credentials destroy that attribution — including the attribution you would need to defend a dispute.

D3. Dealer Eligibility and Verification

D3.1 What you must be

To hold a business account you must be a lawfully operating business, hold every license, permit, bond, and registration required to sell motor vehicles in each jurisdiction where you do so, and remain in good standing. You will notify us within five (5) business days if any license is suspended, revoked, lapsed, or subject to disciplinary action.

D3.2 Information you give us

You will provide accurate business information, including legal and DBA name, physical address, phone, website, state dealer license number, and tax identification number, and will keep it current. You authorize us to verify it against public records, licensing databases, and commercial sources, and to re-verify at any time.

D3.3 Verification is not a gate on publishing, and not an endorsement

Listings may go live before verification completes. Verification status is our internal assessment for trust and safety purposes. It is not a certification, endorsement, guarantee, or representation to buyers about your business, and you may not describe it to third parties as any of those things.

D3.4 One business, one account

Operating multiple accounts for a single dealership or affiliated group without our written consent is prohibited — including to obtain repeated trials or promotional pricing, to evade listing limits or overage charges, to circumvent enforcement, or to place the same inventory under separate identities. We detect this through licensing data, business identity, payment and device signals, VIN overlap, and feed configuration, and we may consolidate, suspend, or terminate affected accounts and reverse promotional benefits obtained through them.

D4. Advertising Compliance

When you publish a listing on Qarvis, you are advertising to the public, and you — not Qarvis — are the advertiser. This Section is the most consequential obligation in these Dealer Terms.

D4.1 General warranty

You represent, warrant, and covenant that every listing, price, description, photograph, disclosure, and communication you publish or send through the Service complies with all applicable laws, including Section 5 of the FTC Act, state motor vehicle advertising regulations, state unfair and deceptive acts and practices statutes, odometer disclosure law, the Used Car Rule and Buyers Guide requirements, and all licensing-authority advertising rules in every jurisdiction where the vehicle is offered.

D4.2 Advertised price must be the price

The price you list must be the full price at which any member of the public may purchase the vehicle, including every fee you impose as a condition of sale — documentation, dealer preparation, electronic filing, reconditioning, transport, dealer add-ons, market adjustments, and any other mandatory charge. The only amounts you may exclude are government taxes, title, and registration fees.

You may not: condition the advertised price on financing through you, on a trade-in, or on eligibility for a rebate the average buyer does not qualify for, without disclosing that condition clearly in the listing; advertise a price you will not honor; advertise a vehicle you do not have or will not sell at that price; or add mandatory charges after a buyer arrives.

D4.3 Accuracy of vehicle information

You warrant that mileage, condition, trim, options, features, accident and damage history, title status including any branded, salvage, rebuilt, flood, lemon-law, or total-loss designation, prior use including rental, fleet, or commercial use, and number of owners are accurately stated, and that you have made every disclosure required by law.

D4.4 Financing and lease advertising

If you advertise payments, rates, terms, down payments, or lease figures anywhere on the Service, you are solely responsible for compliance with the Truth in Lending Act and Regulation Z, the Consumer Leasing Act and Regulation M, and applicable state law, including all required trigger-term disclosures.

D4.5 We do not review your advertising

Qarvis does not review, approve, or verify your listings for legal compliance, and nothing we do — including publishing, ranking, promoting, or reformatting a listing — constitutes advice that it is compliant. Compliance is yours alone. Our systems may flag or remove content, but the absence of a flag means nothing.

D4.6 Regulatory contact

Notify us promptly if you receive any regulatory inquiry, enforcement action, or consumer complaint concerning advertising published through the Service.

D5. Listing Content, Photographs, and Rights

D5.1 Your warranty of rights

You represent and warrant that you own or hold all rights necessary to publish every element of your listings and to grant the license in Section D5.2, and that no element infringes or misappropriates any copyright, trademark, trade dress, right of publicity, right of privacy, or other right.

D5.2 License to us

You grant Qarvis LLC a worldwide, non-exclusive, royalty-free, transferable, sublicensable license to host, store, reproduce, adapt, resize, crop, watermark, reformat, translate, index, create derived data and embeddings from, publicly display, distribute, and syndicate your listing content for the purposes of operating, improving, and promoting the Service and your listings on it. This license survives termination as to copies already distributed and material retained for legal, audit, or dispute purposes.

D5.3 Photographs — read this

Vehicle photographs are the most common source of copyright claims against marketplaces, and the exposure runs to you. You warrant that every photograph you publish was taken by you or your employee in the course of employment, or is licensed to you in writing on terms permitting publication here and sublicensing to us.

You specifically warrant that you have not published photographs obtained from another dealer's listing, a manufacturer's press or media library, a stock photography service without a license covering this use, a prior owner's advertisement, or a photographer engaged without a written work-made-for-hire or license agreement. A photographer you paid does not, without a written assignment or license, give you the right to publish their work here.

D5.4 Third-party reports

If you upload or link vehicle history reports, you warrant that you hold a current license from the provider permitting display and redistribution through a third-party marketplace, and that doing so does not breach that provider's terms. You indemnify us for claims arising from your redistribution of such reports, including our automated summarization of them, which we perform at your direction.

D5.5 Trademarks

Manufacturer marks may be used only to identify vehicles you are actually offering, and only as permitted by law and by your franchise or licensing agreements. You may not use Qarvis marks except to identify your presence on the Service, and not in any way suggesting endorsement or partnership beyond the fact of your listing.

D5.6 Copyright complaints

Content you publish is subject to the DMCA process in the Consumer Terms. Repeated substantiated infringement complaints will result in termination of your account.

D6. Inventory Feeds

D6.1 Authorization

Where you configure an inventory feed or give us a feed location, you authorize Qarvis to retrieve, parse, store, transform, and publish its contents as listings on a recurring schedule, and you warrant that you have the right to grant that authorization — including any consent required from your syndicator, DMS provider, or website vendor.

D6.2 You own the accuracy of the feed

Feed contents are your listing content and every warranty in Sections D4 and D5 applies to them in full. This includes photographs and descriptions your syndicator supplies on your behalf — you are responsible for the rights in them exactly as if you had uploaded them yourself. Errors originating with your syndicator are your errors as between you and us.

D6.3 Field ownership

Feed-supplied fields are maintained by the feed and overwritten on each sync. Fields you edit in Qarvis are preserved and not overwritten, unless you configure the feed to take precedence. Platform-controlled fields — ranking data, analytics, credit and boost state, and internal identifiers — are ours and are not writable by a feed.

D6.4 Sold detection and safety guards

A vehicle missing from your feed is marked pending and, if still missing on a subsequent run, marked sold. We apply safety guards that reject a run whose row count collapses relative to the prior run or falls below a minimum, because a truncated export is indistinguishable from a lot that sold overnight. Listings that pre-date a feed and are absent from its first run are flagged for your review rather than marked sold.

These guards reduce risk; they do not eliminate it. You are responsible for reviewing sync results and for confirming that your published inventory is accurate.

D6.5 No warranty on feed processing

We do not warrant that feeds will be retrieved successfully, on schedule, completely, or without error, and we are not liable for outages, format changes, or errors originating with your syndicator or hosting provider, or for listings created, updated, delisted, or missed as a result. We may pause a feed that fails repeatedly, and we may change schedules, formats, and processing rules with notice.

D6.6 Changes on your side

Tell us before you change syndicators, feed format, or feed location. A changed column set requires the mapping to be re-derived and reviewed, and an unannounced change is the most common cause of a bad sync.

D7. Leads and Buyer Data

This Section survives termination and is a material term. Breach of it is grounds for immediate termination without refund.

D7.1 What you receive

When a buyer contacts you through the Service you receive their name, contact details, their message, and context about the vehicle and their engagement, which may include an automated characterization of their stage of interest and topics they raised. This is "Buyer Data."

D7.2 Permitted use — and only this

You may use Buyer Data solely to respond to that buyer's inquiry and to attempt to sell them a vehicle from your own inventory. That is the entire permitted purpose.

D7.3 Prohibited uses

You will not, and will not permit anyone else to:

• sell, rent, license, trade, share, or otherwise transfer Buyer Data to any third party, including lead aggregators, data brokers, marketing firms, affiliated dealerships under separate ownership, lenders, warranty or insurance vendors, or any other party;
• add a buyer to any marketing list, email campaign, SMS campaign, or automated dialing system without obtaining that buyer's own consent, given directly to you, that satisfies the TCPA, CAN-SPAM, and applicable state law — an inquiry through Qarvis is not consent to be marketed to;
• use Buyer Data as a factor in any decision about eligibility for credit, insurance, employment, or housing, or otherwise use it for any purpose regulated by the Fair Credit Reporting Act;
• attempt to obtain, infer, or request a buyer's income, credit score, credit report, or affordability calculation from Qarvis;
• combine Buyer Data with other datasets to build profiles for resale or for any purpose beyond Section D7.2;
• use Buyer Data to contact a buyer about anything other than the vehicle inquiry and your own inventory;
• retain Buyer Data after it is no longer needed for the permitted purpose, or beyond your legal retention obligations; or
• export Buyer Data other than through features we provide, or scrape it from the Service.

D7.4 Your own compliance obligations

Once you receive Buyer Data you are an independent controller of it. You are solely responsible for your own compliance with the TCPA and state mini-TCPA statutes, CAN-SPAM, state privacy laws including the CCPA and its automatic-renewal and data-broker registration requirements where applicable, Do Not Call rules, and state recording-consent laws. You will maintain reasonable administrative, technical, and physical safeguards for Buyer Data appropriate to its sensitivity.

D7.5 Deletion and rights requests

If we tell you a buyer has exercised a deletion, correction, or opt-out right, you will act on it within thirty (30) days and confirm to us that you have. You will cooperate with us in responding to any consumer rights request or regulatory inquiry concerning Buyer Data.

D7.6 Incidents

Notify us at legal@qarvis.com within seventy-two (72) hours of discovering any unauthorized access to or disclosure of Buyer Data obtained through the Service.

D7.7 Audit

We may request written confirmation of your compliance with this Section, and may suspend lead delivery pending a satisfactory response where we have a reasonable basis to believe it has been breached.

D7.8 No lead guarantee

We do not guarantee any number, quality, conversion rate, or exclusivity of leads. A buyer may contact any number of sellers. Lead scores and buyer characterizations are automated estimates and are frequently wrong; do not treat them as fact.

D7A. Automated Sales Assistant

This Section applies only if you enable the assistant. It is a material term.

D7A.1 It speaks as you, and you are responsible for it

The assistant is a feature of the Service that we operate, but it communicates under your dealership's name, and as between you and the buyer it is your speech. You are responsible for its messages to the same extent you would be responsible for a salesperson's. Enable it only if you accept that.

D7A.2 Mandatory disclosure — not configurable

Every assistant message carries a visible label identifying it as automated, and the assistant will state plainly that it is software whenever asked. You may not disable, obscure, style away, or work around that disclosure, and you may not name the assistant so as to suggest a human is replying. California Business and Professions Code sections 17940 to 17943 make it unlawful to use a bot to communicate with a person in California in order to incentivize a sale while concealing its artificial identity; the disclosure is what makes this lawful. Attempting to defeat it is grounds for immediate termination.

D7A.3 What the assistant will not do, and what you may not make it do

The assistant is constrained from discussing price beyond the listed price, negotiating, discussing financing terms, rates, or payment amounts, representing that any buyer is approved or prequalified, valuing trade-ins, requesting Social Security numbers, dates of birth, income, or financial account details, or committing to hold a vehicle or confirm an appointment. You will not attempt to circumvent these constraints, and you will not represent to buyers that the assistant can do any of them. These are not product limitations we may waive on request — several of them exist because doing otherwise would be a credit representation neither of us is licensed or permitted to make, and because arranging or negotiating a sale on a buyer's behalf requires a dealer or autobroker licence under California Vehicle Code section 11700 et seq., which Qarvis does not hold and does not act under.

D7A.4 Buyer requests for a human

A buyer may end the automated conversation and ask for a person at any time, and the assistant stops permanently in that conversation when they do. You will provide a human response. A conversation flagged for handoff that goes unanswered is a service failure attributable to you, not to us.

D7A.5 Assistant-initiated contact

Where you enable it, the assistant may open a conversation with a buyer who has engaged substantially with one of your listings. Frequency limits, quiet hours, buyer opt-outs, and the per-vehicle limit are set by us and are not adjustable by you or waivable on request; they exist to keep this lawful and tolerable, and a dealer requesting their relaxation will be refused.

D7A.6 Qualification information is unverified and is not a credit assessment

Budget figures, payment preferences, trade-in descriptions, and timelines the assistant reports are what the buyer said, unverified. They are not income verification, not a credit assessment, not a prequalification, and not a consumer report. Qarvis does not access credit files. You will not treat, describe, or present any of it as a credit determination, and Section D7.3's prohibition on FCRA-regulated uses applies to it in full.

D7A.7 Phone numbers and TCPA consent

Where a buyer consents to being contacted by phone, that consent names your dealership specifically, arises from that specific inquiry, and is evidenced by a record we retain and will produce to you on request. It is not consent to add the buyer to any marketing list, campaign, or automated dialing programme — see Section D7.3.

We will notify you when a buyer withdraws consent, and you will stop calling and texting that number immediately. You remain independently responsible for your own TCPA, state mini-TCPA, and Do Not Call compliance, including scrubbing and honouring opt-outs made directly to you. Consent obtained through the Service does not transfer to any affiliate, other rooftop, or successor without the buyer's separate consent.

D7A.8 Fees

Credits are charged when the assistant opens a conversation, once per buyer per vehicle, and when a conversation produces a qualified handoff, once per lead. Replies within a conversation a buyer started are not charged. No fee is contingent on a sale, and none is a commission, finder's fee, or brokerage fee. Charged amounts appear in your credit ledger against the specific conversation that caused them.

D7A.9 No guarantee

Section D7.8 applies. The assistant is automated, it makes mistakes, and we do not warrant the accuracy of anything it says or the quality of any lead it produces. We may suspend, change, or withdraw it, and we may disable it for your account where we have a reasonable basis to believe this Section has been breached.

D8. Subscriptions, Credits, and Billing

D8.1 Plans

Dealer access is sold as a subscription. Your plan sets a recurring charge, a number of included active listings, and a per-listing overage rate for listings beyond that number. The plan terms in force when you subscribe are recorded and govern your subscription until changed under Section D8.6.

D8.2 Overage

Overage is assessed on the highest number of active listings reached during the billing period, not the number at the end of it. Listing count is measured continuously. Reducing your inventory at the end of a period does not reduce that period's overage.

D8.3 Settlement at period end

Accrued overage is charged when the period closes, including where the subscription is not renewing, is cancelled, or has lapsed. Cancelling does not forgive overage already accrued.

D8.4 Credits and negative balances

Charges are denominated in credits. Where charges exceed your balance, the balance goes negative and the shortfall is a debt owed to Qarvis LLC. We notify you and allow a grace period of at least seven (7) days, during which listings remain visible. If the balance is not restored, listings may be hidden until it is. Restoring the balance restores them. Persistent negative balances may be referred for collection, and you are responsible for reasonable costs of collection.

D8.5 Past due

A subscription that goes past due may have features restricted, and listings may be hidden after a sustained delinquency. Bringing the account current restores listings that were hidden automatically.

D8.6 Price changes

We may change plan pricing, included listing counts, overage rates, and feature credit costs on thirty (30) days' notice, effective at your next billing period. Continuing after the effective date accepts the change; cancel before it if you do not.

D8.7 Taxes

Fees exclude taxes. You are responsible for all sales, use, and similar taxes other than taxes on our income.

D8.8 Trials and promotional codes

Trials and promotional perks are subject to the terms disclosed when offered, are limited to one per dealership, and may be revoked where obtained through duplicate accounts, misrepresentation, or breach.

D8.9 No refunds

Subscription charges and credits spent are non-refundable except where required by law or expressly provided in a feature's own terms. Cancelling mid-period does not produce a refund or credit for the unused portion.

D9. Automatic Renewal

Dealer subscriptions renew automatically until cancelled.

D9.1 Consent and disclosure

Before we collect or confirm your billing information we disclose the recurring amount, the billing frequency, the term, that it renews until cancelled, and how to cancel. You give express affirmative consent to those renewal terms separately from accepting these Dealer Terms, and we retain the record of it.

D9.2 Trials that convert

Where a trial converts to a paid subscription, we disclose the conversion date and the amount before you enroll. Cancel before the trial ends and you are not charged for the subscription; overage accrued during the trial period, if any, is still settled under Section D8.3.

D9.3 Cancelling

Cancel at any time from your dealer subscription settings — online, in the same place you subscribed, without a phone call and without additional steps. Cancellation takes effect at the end of the current period.

D9.4 Reminders

We send renewal reminders stating the renewal date, the amount, and how to cancel, and we give advance notice of any material change to pricing or terms.

D10. Promotion and Boosts

D10.1 What you are buying

Boosts increase a listing's prominence. Prominence is a function of the credits committed per day and, for location-sensitive placements, the distance between the vehicle and the searcher. Boost advantage is determined by credits committed. It is not affected by your subscription tier — a dealer on any plan competes on equal footing for the same placement.

D10.2 What you are not buying

We do not guarantee any position, impression count, click count, lead count, view count, or sale. Sponsored positions in a result set are limited in number and are contested by other advertisers. A boost may deliver no measurable benefit. Boosts do not affect a listing's relevance to a query — an irrelevant vehicle stays irrelevant.

D10.3 Disclosure

Boosted placements are labeled as sponsored or featured to buyers. You may not represent boosted placement as an editorial ranking, an endorsement, or a quality assessment by Qarvis.

D10.4 Refunds and clawback

Boost credits are non-refundable except that, where a vehicle is marked sold, unused whole days may be credited back. If the same vehicle is relisted within the clawback window following such a refund, the refunded credits are reclaimed. Marking inventory sold to harvest refunds is a material breach.

D10.5 Changes

We may change boost types, pricing, ranking weights, placement caps, and radius rules with notice. Changes apply to boosts starting after the effective date.

D11. Analytics

Analytics are provided as is, are derived from automated measurement, and are estimates. They are affected by bot filtering, browser storage limits, ad blockers, privacy settings, and sampling.

We do not warrant that analytics are accurate, complete, or reconcilable with any other measurement system, including your own website analytics or another marketplace's reporting. You may not represent our figures to advertisers, lenders, buyers, investors, or auditors as audited, verified, or independently certified. Analytics concerning buyer engagement are Buyer Data and are subject to Section D7.

D12. Prohibited Dealer Conduct

In addition to the prohibitions in the Consumer Terms, you will not:

• list a vehicle you do not have in inventory or have not contracted to acquire, or maintain listings for vehicles already sold in order to generate inquiries;
• advertise a price you will not honor, or add mandatory charges not reflected in the advertised price;
• stuff listings with irrelevant keywords, VINs, makes, models, or locations to widen their reach;
• duplicate a single vehicle across multiple listings, or list the same inventory under multiple accounts;
• alter a listing's vehicle identity to reuse a paid listing slot for a different vehicle;
• manipulate rankings, engagement, or analytics through automated traffic, coordinated clicking, or artificial inquiries;
• solicit or induce reviews in exchange for anything of value, post reviews of your own business, or post reviews of competitors;
• use the Service to solicit our users for financing, warranties, insurance, or other products unrelated to the sale of a listed vehicle, except as part of a bona fide sale of that vehicle;
• scrape, crawl, or systematically extract listings, pricing, or user data from the Service, or use it for competitive benchmarking, dataset construction, or model training;
• discriminate in violation of civil rights, fair lending, or fair housing laws in any listing, pricing, or communication; or
• misrepresent your licensing, verification status, affiliation, or relationship with Qarvis.

D13. Audit, Suspension, and Enforcement

We may investigate suspected breach, request documentation of licensing, rights in content, or lead-handling practices, and require correction within a stated period.

We may suspend or terminate your account, remove listings, pause feeds, halt lead delivery, or reverse promotional benefits where you breach these Dealer Terms, where your licensing lapses, where we receive repeated substantiated complaints, or where continued service presents legal or reputational risk. We may act immediately and without prior notice where the conduct involves fraud, consumer harm, infringement, or legal exposure. Otherwise we give notice and, where practical, an opportunity to cure.

Suspension or termination for breach does not entitle you to any refund, and does not relieve you of accrued charges.

D14. Dealer Indemnification

You will defend, indemnify, and hold harmless Qarvis LLC and its members, officers, employees, and agents from and against every claim, demand, investigation, regulatory proceeding, loss, liability, damage, fine, penalty, judgment, settlement, cost, and expense (including reasonable attorneys' fees) arising out of or relating to:

• your listings and all content published through your account, including content supplied by your syndicator;
• any claim that your content infringes or misappropriates a third party's rights, including photographs and redistributed vehicle history reports;
• any allegation that your advertising, pricing, disclosures, or sales practices violated any law or regulation;
• your use or disclosure of Buyer Data, including any TCPA, CAN-SPAM, FCRA, Do Not Call, or state privacy claim arising from your contact with a buyer;
• any transaction, dispute, or communication between you and a buyer;
• acts and omissions of your staff and authorized users;
• your breach of these Dealer Terms, the Consumer Terms, or any law; and
• your licensing status or lack of required licensure.

We will notify you of a claim, and you will engage competent counsel reasonably acceptable to us. We may participate at our own expense. You may not settle any claim in a manner imposing an obligation or admission on us without our written consent. This Section survives termination.

D15. Disclaimers and Limitation of Liability

THE SERVICE IS PROVIDED TO YOU "AS IS" AND "AS AVAILABLE." QARVIS LLC DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, AND STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT ANY LEVEL OF TRAFFIC, IMPRESSIONS, LEADS, INQUIRIES, CONVERSIONS, RANKING, OR SALES, nor uninterrupted or error-free operation, nor the accuracy of analytics, AI output, feed processing, or third-party data.

TO THE FULLEST EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST SALES, LOST BUSINESS OPPORTUNITY, LOST OR DELISTED INVENTORY, LOST LEADS, LOST DATA, OR REPUTATIONAL HARM, ON ANY THEORY, EVEN IF ADVISED OF THE POSSIBILITY.

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE WILL NOT EXCEED THE AMOUNTS YOU ACTUALLY PAID US IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

These limits do not apply to your indemnification obligations under Section D14, to amounts you owe us, or to liability that cannot be limited by law. They are a fundamental basis of the bargain and apply even if a limited remedy fails of its essential purpose.

D16. Term and Termination

This agreement begins when you accept it and continues while you hold a business account.

You may cancel your subscription at any time under Section D9.3, and may close your account from your profile. We may terminate for breach under Section D13, or for convenience on thirty (30) days' notice.

D16.1 What happens on termination

Your listings are removed from the marketplace and your feeds stop. Access to the dealer dashboard, leads, and analytics ends. Export anything you need before you terminate. Accrued charges including overage remain payable and are settled. Unspent credits are forfeited except where law requires otherwise. Your obligations as to Buyer Data under Section D7 continue indefinitely.

Sections D5.2, D7, D8.3, D8.4, D14, D15, D17, and D18 survive termination.

D17. Confidentiality

Non-public information each party receives from the other in connection with this agreement — including negotiated pricing, promotional terms, roadmap and pre-release features, ranking mechanics, and Buyer Data — is confidential. Each party will use it only for purposes of this agreement, protect it with at least reasonable care, and not disclose it except to personnel and advisors who need it and are bound to equivalent obligations.

This does not apply to information that is or becomes public without breach, was already known without duty of confidence, or is independently developed. Disclosure compelled by law is permitted with prompt notice where lawful. Obligations continue for three (3) years after termination, and indefinitely as to Buyer Data.

D18. Dispute Resolution

D18.1 Notice and negotiation

Before commencing proceedings, the complaining party will send written notice to the other describing the dispute and the resolution sought, and the parties will attempt resolution in good faith for sixty (60) days, with escalation to each party's senior management.

D18.2 Commercial arbitration

Unresolved disputes will be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Los Angeles County, California. The consumer arbitration provisions of the Consumer Terms do not apply to disputes under these Dealer Terms, and the consumer opt-out right is not available to you. Judgment on the award may be entered in any court of competent jurisdiction.

D18.3 Waivers

EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL AND ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate claims of more than one dealer.

D18.4 Injunctive relief

Either party may seek injunctive relief in court to protect intellectual property or confidential information, and we may seek it to stop breaches of Sections D7 or D12, without posting bond.

D18.5 Governing law, forum, fees, and time limit

This agreement is governed by the laws of the State of California without regard to conflict of laws, and the Federal Arbitration Act governs Section D18.2. For matters not arbitrated, the parties consent to exclusive jurisdiction in the state and federal courts of Los Angeles County, California. The prevailing party is entitled to its reasonable attorneys' fees and costs. Any claim must be brought within one (1) year after it arises.

D19. General

D19.1 Changes

We may amend these Dealer Terms. Material changes take effect thirty (30) days after notice by email or in-product, and we will ask you to affirmatively accept them. Continuing to use the Service after the effective date accepts the change; if you do not accept, cancel before it takes effect.

D19.2 Assignment

You may not assign this agreement, including by change of control, without our written consent, which will not be unreasonably withheld. We may assign it to an affiliate or in connection with a merger, acquisition, or sale of assets. Tell us before a change of ownership of your dealership — the account and its obligations do not transfer automatically.

D19.3 Independent contractors

The parties are independent contractors. Nothing creates a partnership, joint venture, franchise, employment, or agency relationship, and neither party may bind the other.

D19.4 Publicity

Neither party will use the other's name or marks in publicity without written consent, except that we may identify you as a dealer on the Service and may list your dealership name and logo in a customer list.

D19.5 Severability, waiver, entire agreement

If a provision is unenforceable it is modified to the minimum extent necessary or severed, and the rest continues. Failure to enforce is not waiver. These Dealer Terms, with the Consumer Terms and any executed order form, are the entire agreement between us as to the subject matter.

D19.6 Notices

Notices to you go to the email on your account. Notices to us go to legal@qarvis.com and, for legal notices, by mail to:

Dealer support: dealers@qarvis.com