Terms of Service

These Terms of Service (“Terms”) govern use of the Dealers Engine platform for motor vehicle dealerships and related businesses. This page reflects the published version of our standard terms. For negotiated agreements, your order form or signed contract may add or supersede specific provisions.

Related policies: Privacy Policy, Data Processing Addendum (DPA), Acceptable Use Policy, Messaging / Communications Compliance Addendum.

These Terms of Service (“Terms”) govern Customer's access to and use of the Dealers Engine software platform, websites, mobile applications, public website tools, APIs, messaging connectors, hosted content, and related services (collectively, the “Services”). By accessing or using the Services, or by executing an order form, subscription, proposal, or other commercial document that references these Terms, Customer agrees to be bound by these Terms.

If an individual accepts these Terms on behalf of a dealership, dealer group, company, or other legal entity, that individual represents and warrants that they have authority to bind that entity. In that case, “Customer” means that entity.

The Services are provided by Jinx Lane LLC d/b/a Dealers Engine, doing business as Dealers Engine (“Dealers Engine,” “Provider,” “we,” “us,” or “our”). The Services are intended for business use by motor vehicle dealerships, dealer groups, and related automotive businesses. The Services are not intended for personal, family, or household use.

Dealers Engine provides a multi-user, multi-tenant dealership operations platform. Depending on Customer's subscription, enabled features, and integrations, the Services may include lead and customer records, CRM workflows, tasking, inbox and messaging tools, inventory and vehicle workflows, deal and funding workflows, website publishing and lead capture, reporting and analytics, mobile access, integrations, and related dealership software functionality.

We may add, remove, improve, reconfigure, or discontinue features from time to time. Unless expressly stated in an order form or signed amendment, no specific feature, integration, or functionality is guaranteed to remain available in perpetuity.

Customer must provide accurate and complete account information and keep it current. Customer is responsible for all activity that occurs under its account, including activity by its employees, contractors, temporary users, administrators, and invited users.

Customer may designate one or more account administrators. Administrators may manage users, permissions, integrations, content, settings, websites, branding, messaging connections, exports, and other account-level controls. Customer is responsible for all acts and omissions of its administrators and users.

Customer must maintain the confidentiality of account credentials, API keys, recovery credentials, tokens, and similar access mechanisms. Customer must promptly notify Dealers Engine of any suspected unauthorized access, account compromise, or security incident affecting the Services. Dealers Engine may suspend or restrict access if it reasonably believes an account presents a security risk.

Fees, billing cadence, payment method, renewal terms, and any implementation or onboarding charges will be stated in Customer's order form, invoice, proposal, or applicable pricing page. Unless otherwise stated in writing: (a) fees are due in advance; (b) fees are non-refundable; (c) subscriptions renew automatically for successive terms; and (d) Customer authorizes Dealers Engine or its payment processor to charge all amounts due.

Customer is responsible for all sales, use, excise, value-added, withholding, and similar taxes and governmental charges associated with the Services, excluding taxes on Dealers Engine's net income.

Customer may use the Services only for its internal business operations and only in accordance with these Terms, the Acceptable Use Policy, the Messaging / Communications Compliance Addendum, applicable Documentation, and applicable law. Customer must not, and must not permit any third party to:

• use the Services for unlawful, deceptive, fraudulent, abusive, or unauthorized purposes;
• access or use the Services in violation of automotive, privacy, advertising, consumer finance, telemarketing, employment, sanctions, export, or data security laws;
• reverse engineer, decompile, disassemble, scrape, frame, mirror, benchmark for publication, or attempt to derive source code, except to the extent such restriction is prohibited by law;
• interfere with, disrupt, degrade, probe, or test the vulnerability of the Services or related systems;
• upload or transmit malicious code, malware, spyware, ransomware, or harmful content;
• use the Services to create competing services or datasets, or to train models in a manner not expressly authorized by Dealers Engine;
• bypass or circumvent usage limits, tenant isolation, permissions, authentication, rate limits, or access controls; or
• resell, sublicense, lease, white-label, timeshare, or otherwise commercially exploit the Services except as expressly authorized in writing.

As between the parties, Customer retains all right, title, and interest in and to Customer Data. “Customer Data” means data, records, messages, files, images, forms, customer information, content, submissions, web lead information, communications, and other materials submitted to, stored in, or processed through the Services by or on behalf of Customer.

Customer grants Dealers Engine a limited, non-exclusive, worldwide right to host, process, store, transmit, reproduce, display, and otherwise use Customer Data solely to provide, secure, support, improve, and maintain the Services, comply with law, prevent abuse, and enforce these Terms.

Customer is solely responsible for: (a) the legality, quality, accuracy, and integrity of Customer Data; (b) obtaining any notices, consents, authorizations, and approvals required to collect, process, store, disclose, and communicate with prospects, customers, employees, guarantors, co-buyers, and other data subjects; (c) Customer's dealership operations, sales practices, marketing, financing, insurance, website disclosures, and compliance obligations; and (d) all use of the Services by Customer's users.

Dealers Engine does not provide legal, tax, accounting, title, regulatory, consumer-finance, lending, or advertising compliance advice. Customer remains solely responsible for compliance with all laws applicable to its business, including without limitation privacy, GLBA / Safeguards Rule, TCPA, CAN-SPAM, state dealer laws, recordkeeping, advertising, website disclosures, and finance-related obligations.

To the extent Dealers Engine processes personal data on behalf of Customer, the Data Processing Addendum (“DPA”) is incorporated into and forms part of these Terms. Customer acknowledges that the Services may involve the processing of personal data, communications content, and dealership customer records by Dealers Engine and its authorized subprocessors for the purpose of delivering the Services.

Customer is responsible for providing its own privacy notices and, where required, obtaining data subject consent for its collection and use of personal information through the Services, its websites, its dealership processes, and any enabled integrations. Our Privacy Policy describes how we handle information in our role as provider of the platform.

The Services may include hosted or published public-facing dealer websites, landing pages, vehicle detail pages, forms, and other lead-capture surfaces. Customer is responsible for all public content, disclosures, vehicle information, pricing language, financing language, lead forms, and legal statements published through or in connection with such surfaces.

Dealers Engine may provide anti-abuse, anti-spam, rate limiting, and form-protection measures, but Customer remains responsible for the accuracy and legality of its public website content and the handling of any resulting leads.

The Services may interoperate with or permit the use of third-party services, platforms, or APIs, including without limitation email providers, SMS providers, social / messaging platforms, payment processors, storage providers, website tools, marketplace feeds, telephony providers, analytics services, governmental or industry data sources, and other external systems (“Third-Party Services”).

If Customer enables or uses a Third-Party Service, Customer authorizes Dealers Engine to exchange Customer Data and credentials-related metadata as reasonably necessary to operate that integration. Customer is responsible for complying with all terms, policies, and requirements of the relevant Third-Party Service. Dealers Engine does not control and is not responsible for Third-Party Services, including their uptime, features, policies, fees, security, legality, or acts and omissions.

Use of SMS, MMS, email, WhatsApp, Instagram, Facebook / Messenger, website chat, or other communication features is subject to the Messaging / Communications Compliance Addendum. Customer acknowledges that delivery, throughput, channel access, and message eligibility may be limited by law, by network rules, or by third-party channel providers. Dealers Engine may limit, suspend, or disable messaging functionality to protect the Services, comply with law, or satisfy provider requirements.

If Customer or its users provide feedback, suggestions, ideas, enhancement requests, or recommendations relating to the Services, Dealers Engine may use and exploit that feedback without restriction or payment, provided that doing so does not identify Customer or disclose Customer Confidential Information.

Dealers Engine and its licensors retain all right, title, and interest in and to the Services, including all software, interfaces, templates, workflows, documentation, models, inventions, know-how, trade secrets, copyrights, trademarks, and other intellectual property and proprietary rights embodied in or related to the Services. No rights are granted to Customer except the limited rights expressly stated in these Terms.

Each party receiving Confidential Information from the other party agrees to use that information only as necessary to perform under these Terms and to protect it using at least reasonable care. “Confidential Information” includes non-public business, technical, product, security, pricing, customer, and operational information disclosed by a party to the other party.

Confidential Information does not include information that the receiving party can demonstrate: (a) is or becomes public through no breach of these Terms; (b) was lawfully known to the receiving party without confidentiality obligations; (c) is received lawfully from a third party without confidentiality restrictions; or (d) is independently developed without use of the disclosing party's Confidential Information.

Dealers Engine will use commercially reasonable efforts to make the Services available, but the Services are provided on an “as available” basis and may be affected by outages, maintenance, defects, capacity constraints, internet failures, force majeure events, or Third-Party Service disruptions. Any service levels, uptime commitments, support levels, or response times apply only if expressly set forth in a signed written agreement.

From time to time, Dealers Engine may offer preview, pilot, beta, experimental, or early-access features (“Beta Features”). Beta Features may be changed or discontinued at any time and are provided without any commitment, warranty, service level, or support obligation unless expressly stated otherwise in writing.

Dealers Engine may suspend or restrict access to all or part of the Services immediately if: (a) Customer breaches these Terms, the DPA, the Acceptable Use Policy, or the Messaging / Communications Compliance Addendum; (b) amounts due are past due; (c) Customer's use presents a security, legal, reputational, or operational risk; (d) suspension is required by law or by a Third-Party Service; or (e) continued access could harm the Services, other customers, or any third party. Dealers Engine will use reasonable efforts to restore access if and when the applicable issue is resolved, where appropriate.

These Terms begin on the earlier of Customer's first use of the Services or the effective date of an order form that references them, and continue until all subscriptions and access rights have expired or been terminated.

Customer may terminate a subscription in accordance with the applicable order form or renewal terms. Dealers Engine may terminate these Terms or Customer's access to the Services for material breach, non-payment, repeated policy violations, insolvency-related events, or where continued performance would be unlawful or commercially impracticable.

Upon termination or expiration: (a) Customer's right to access and use the Services ends; (b) Customer must stop using all Services and Documentation; and (c) Dealers Engine may delete or de-identify Customer Data in accordance with its retention practices, backup cycles, legal obligations, and any applicable order form.

During the subscription term, Customer may export certain Customer Data using available product functionality. Customer is responsible for completing any desired exports before termination or expiration of access.

Except as expressly stated in a signed written agreement, the Services are provided “as is,” “as available,” and without warranties of any kind. To the maximum extent permitted by law, Dealers Engine disclaims all express, implied, statutory, and other warranties, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, quiet enjoyment, accuracy, and any warranties arising from course of dealing or usage of trade.

Dealers Engine does not warrant that the Services will be uninterrupted, error-free, secure, or that use of the Services will ensure Customer's legal or regulatory compliance.

To the maximum extent permitted by law, Dealers Engine will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, data, use, or business interruption, arising out of or relating to these Terms or the Services, even if advised of the possibility of such damages.

To the maximum extent permitted by law, Dealers Engine's total aggregate liability arising out of or relating to these Terms or the Services will not exceed the total fees paid or payable by Customer to Dealers Engine under the applicable order form during the twelve (12) months immediately preceding the event giving rise to the claim.

Customer will defend, indemnify, and hold harmless Dealers Engine and its affiliates, officers, directors, employees, contractors, and agents from and against any third-party claim, demand, action, proceeding, damage, judgment, settlement, loss, fine, penalty, cost, and expense (including reasonable attorneys' fees) arising out of or related to: (a) Customer Data; (b) Customer's or its users' use of the Services; (c) Customer's violation of these Terms or applicable law; (d) Customer's websites, content, marketing, messages, or communications; or (e) Customer's relationships with customers, prospects, lenders, vendors, employees, or third-party platforms.

These Terms are governed by the laws of the State of Florida, without regard to conflict-of-laws rules. Any action arising out of or relating to these Terms or the Services shall be brought exclusively in the state or federal courts located in Miami-Dade County, Florida, and each party consents to the personal jurisdiction and venue of those courts.

These Terms, together with any order form, Statement of Work, DPA, Acceptable Use Policy, Messaging / Communications Compliance Addendum, and any other written addenda expressly incorporated by reference, constitute the entire agreement between the parties regarding the Services and supersede prior or contemporaneous statements on that subject.

Customer may not assign these Terms without Dealers Engine's prior written consent, except in connection with a permitted sale of substantially all of Customer's assets or equity. Dealers Engine may assign these Terms to an affiliate or in connection with a merger, financing, sale, or reorganization. If any provision is held unenforceable, the remaining provisions will remain in effect. Waiver of any breach is not a waiver of any other breach.

Customer may direct legal notices and questions regarding these Terms to: