DealerClear Terms of Service

Last Updated: January 16, 2026

These Terms of Service (the “Terms”) govern access to and use of the DealerClear platform, website(s), applications, APIs, and related services (collectively, the “Services”) provided by DealerClear Inc (“DealerClear,” “we,” “us,” or “our”).

By creating an account, accessing, or using the Services, you agree to be bound by these Terms. If you do not agree, do not use the Services.

If you are using the Services on behalf of a company, dealership, or other entity (the “Customer”), you represent and warrant that you have authority to bind that entity, and “you” includes both you and the Customer.

1) Definitions

• “Authorized Users” means Customer’s employees, contractors, and agents who are permitted to use the Services under Customer’s account.
• “Customer Data” means all data, files, content, records, and information submitted to the Services by or on behalf of Customer, including imported third‑party data.
• “Documentation” means any user guides, help text, instructions, or technical documentation provided by DealerClear.
• “Order Form” means a written or electronic ordering document referencing these Terms that specifies subscription plan(s), fees, and usage limits.
• “Subscription” means Customer’s paid (or trial) right to access and use the Services during a Subscription Term.
• “Subscription Term” means the period stated in an Order Form or selected plan, including any renewals.
• “Third‑Party Services” means third‑party products, services, integrations, platforms, and APIs that interoperate with the Services (e.g., banks, DMS providers, processors, marketplaces).

2) The Services

DealerClear provides software tools that may include reconciliation workflows, reporting, document ingestion, integrations, automation, messaging/notifications, and related features. Features may vary by plan and may change over time.

No professional advice. The Services provide tools and outputs for informational and operational purposes only. DealerClear does not provide accounting, tax, legal, audit, or financial advice, and you are responsible for verifying outputs and making all accounting decisions.

3) Eligibility, Accounts, and Security

3.1 Eligibility. You must be at least 18 years old (or the age of majority in your jurisdiction) and able to form a binding contract.

3.2 Account Registration. You must provide accurate and complete information and keep it current. You are responsible for all activity under your account.

3.3 Security. Customer must maintain appropriate administrative, technical, and physical safeguards for account access (including passwords, MFA where available, and internal access controls). Customer is responsible for the actions of Authorized Users.

3.4 Suspicious Activity. DealerClear may suspend access to protect the Services or Customer (e.g., suspected compromise, abuse, or legal risk).

4) Acceptable Use and Restrictions

You will not (and will not allow anyone to):

• reverse engineer, decompile, disassemble, or attempt to discover source code or underlying ideas of the Services (except to the extent prohibited by law);
• copy, modify, or create derivative works of the Services or Documentation;
• access the Services to build a competing product or service, or to benchmark or load test without prior written consent;
• bypass or interfere with security, access controls, rate limits, or authentication mechanisms;
• scrape, crawl, or harvest data from the Services except as expressly permitted;
• upload or transmit malware, harmful code, or content that infringes intellectual property or violates law;
• use the Services in a way that violates applicable law, third‑party terms, or privacy obligations; or
• share accounts outside Customer’s Authorized Users or exceed plan limits.

DealerClear may investigate and take action (including suspension/termination) if it believes a violation occurred.

5) Customer Data; Permissions; Data Responsibilities

5.1 Customer Data Ownership. As between the parties, Customer owns Customer Data. DealerClear does not claim ownership of Customer Data.

5.2 License to Process. Customer grants DealerClear a worldwide, non‑exclusive license to host, copy, process, transmit, and display Customer Data solely to provide, maintain, secure, and improve the Services, including to perform requested integrations and create reports/outputs.

5.3 Permissions and Rights. Customer represents and warrants it has all rights, permissions, and lawful bases to provide Customer Data and to authorize DealerClear to process it, including any data received from Third‑Party Services.

5.4 Accuracy and Decisions. Customer is responsible for (a) the accuracy, quality, and legality of Customer Data; (b) confirming reconciliation results; and (c) any downstream decisions, postings, filings, or actions taken based on the Services.

5.5 De‑identified / Aggregated Data. DealerClear may create and use aggregated and de‑identified data derived from Customer Data and usage of the Services for analytics, security, product improvement, and benchmarking, provided such data does not identify Customer or any individual.

6) Integrations and Third‑Party Services

6.1 Third‑Party Services. The Services may interoperate with Third‑Party Services. DealerClear does not control Third‑Party Services and is not responsible for their availability, changes, outages, errors, or acts/omissions.

6.2 Third‑Party Terms. Your use of Third‑Party Services is governed by their terms. Customer is responsible for complying with those terms and maintaining required accounts, permissions, and credentials.

6.3 Data from Third Parties. DealerClear is not responsible for inaccuracies or completeness of data provided by Third‑Party Services.

7) Subscriptions, Fees, Billing, and Taxes

7.1 Fees. Fees and billing cadence are set forth in your plan selection and/or Order Form. Fees are non‑refundable except as expressly stated in an Order Form or required by law.

7.2 Auto‑Renewal. Unless otherwise stated, Subscriptions automatically renew for successive periods equal to the prior term. You may cancel renewal according to the cancellation method provided in the Services, effective at the end of the current term.

7.3 Payment Terms. You authorize DealerClear (and its payment processor) to charge your provided payment method for fees, taxes, and other amounts owed. DealerClear may suspend the Services for nonpayment.

7.4 Late Payments. Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum allowed by law, plus reasonable collection costs.

7.5 Taxes. Fees are exclusive of taxes. Customer is responsible for all applicable taxes (other than taxes on DealerClear’s income).

8) Confidentiality

8.1 Confidential Information. Each party may receive confidential information from the other (e.g., non‑public business, technical, pricing, security, or product information).

8.2 Obligations. The receiving party will use confidential information only to perform under these Terms and will protect it using reasonable care. The receiving party will not disclose confidential information to third parties except to its employees/contractors who need to know and are bound by confidentiality.

8.3 Exclusions. Confidential information does not include information that is publicly available without breach, independently developed, or rightfully received from a third party without duty of confidentiality.

8.4 Compelled Disclosure. The receiving party may disclose confidential information if required by law, provided it gives prompt notice (where permitted) and cooperates with protective measures.

9) Intellectual Property; Feedback

9.1 DealerClear IP. DealerClear and its licensors own all rights, title, and interest in the Services, Documentation, and related technology, including all improvements, updates, and derivative works.

9.2 License to Customer. Subject to compliance with these Terms and payment of fees, DealerClear grants Customer a limited, non‑exclusive, non‑transferable, revocable license to access and use the Services during the Subscription Term for Customer’s internal business purposes.

9.3 Feedback. If you provide suggestions or feedback, you grant DealerClear a perpetual, irrevocable, worldwide license to use it without restriction or compensation.

10) Privacy and Security

DealerClear’s handling of personal information is described in the Privacy Policy. Customer is responsible for providing any required notices and obtaining any consents needed for Customer’s use of the Services and provision of Customer Data.

11) Service Availability; Changes

11.1 Availability. The Services may occasionally be unavailable due to maintenance or events outside DealerClear’s reasonable control.

11.2 Changes. DealerClear may modify the Services and these Terms from time to time. If changes materially reduce your rights, DealerClear will provide reasonable notice (e.g., by email or in‑app). Continued use after the effective date constitutes acceptance.

12) Warranties Disclaimer

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, DEALERCLEAR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON‑INFRINGEMENT. DEALERCLEAR DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR‑FREE, OR THAT OUTPUTS WILL BE COMPLETE OR ACCURATE.

13) Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

13.1 Exclusion of Damages. IN NO EVENT WILL DEALERCLEAR BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, DATA, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY.

13.2 Liability Cap. DEALERCLEAR’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID (OR PAYABLE) BY CUSTOMER TO DEALERCLEAR FOR THE SERVICES IN THE 3 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13.3 Basis of Bargain. THE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE AGREEMENT AND APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Some jurisdictions do not allow certain limitations; in that case, liability will be limited to the greatest extent permitted by law.

14) Indemnification by Customer

Customer will defend, indemnify, and hold harmless DealerClear and its officers, directors, employees, contractors, and agents from and against any third‑party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or related to:

• Customer Data, including alleged infringement or violation of privacy rights;
• Customer’s or Authorized Users’ use or misuse of the Services;
• Customer’s breach of these Terms or violation of law; or
• Customer’s use of Third‑Party Services or violation of third‑party terms.

DealerClear will (a) promptly notify Customer of a claim, (b) allow Customer to control the defense and settlement (subject to DealerClear’s consent for any settlement admitting fault or imposing obligations on DealerClear), and (c) reasonably cooperate.

15) Suspension and Termination

15.1 Termination by Customer. Customer may terminate by canceling renewal or as otherwise stated in an Order Form. Termination is effective at the end of the current Subscription Term unless otherwise agreed.

15.2 Termination/Suspension by DealerClear. DealerClear may suspend or terminate access immediately if (a) fees are overdue, (b) Customer breaches these Terms, (c) Customer’s use poses a security, legal, or operational risk, or (d) required by law.

15.3 Effect of Termination. Upon termination, Customer’s license ends and access to the Services may cease. Unless prohibited by law or an Order Form states otherwise, DealerClear may delete Customer Data after 90 days following termination.

15.4 Survival. Sections intended to survive will survive termination, including: 5.5, 8, 9, 12–14, 15.3–15.4, and 16–18.

16) Compliance; Export Controls; Sanctions

Customer represents it is not prohibited from using the Services under applicable export control or sanctions laws, and will comply with all applicable laws relating to use of the Services.

17) Dispute Resolution; Binding Arbitration; Class Action Waiver

17.1 Informal Resolution. Before initiating arbitration or a court proceeding, the parties will first attempt in good faith to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Services (a “Dispute”) by providing written notice describing the Dispute and the requested relief. The parties will use good-faith efforts to resolve the Dispute within thirty (30) days after receipt of notice.

17.2 Binding Arbitration. Except for the Excluded Disputes described below, any Dispute that is not resolved under Section 18.1 will be finally resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (and, where applicable, the AAA’s Supplementary Procedures for Large, Complex Commercial Disputes). Judgment on the award may be entered in any court of competent jurisdiction.

17.3 Arbitration Location and Format. The arbitration will take place in Dallas County, Texas, unless the parties agree otherwise. The arbitrator may conduct hearings by video conference and may decide appropriate issues on written submissions when consistent with the AAA rules.

17.4 Arbitrator; Authority. The arbitration will be conducted by one (1) arbitrator. The arbitrator will have exclusive authority to resolve all Disputes, including any question regarding the existence, validity, interpretation, or enforceability of this arbitration agreement, except that a court will decide any dispute about the enforceability of the class action waiver in Section 18.7. The arbitrator may award any relief available in a court of competent jurisdiction, subject to the limitations in these Terms.

17.5 Confidentiality. The arbitration proceedings, filings, and any award will be confidential to the extent permitted by law, except as necessary to enforce an award, comply with law, or pursue Excluded Disputes.

17.6 Fees and Costs. Each party will pay its own attorneys’ fees and costs, and the parties will share arbitrator and AAA fees as determined by the AAA rules, unless the arbitrator awards fees or costs as authorized by law or contract. The arbitrator may allocate arbitration fees and expenses in the award.

17.7 Class Action Waiver. ALL DISPUTES MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. The arbitrator may not consolidate claims or preside over any form of representative or class proceeding. If this class action waiver is found unenforceable as to a particular claim, then that claim (and only that claim) must be brought in a court of competent jurisdiction and not in arbitration.

17.8 Excluded Disputes; Injunctive Relief. Notwithstanding the foregoing, either party may seek temporary, preliminary, or permanent injunctive relief (or other equitable relief) in a court of competent jurisdiction to prevent (a) actual or threatened infringement, misappropriation, or violation of a party’s intellectual property, (b) unauthorized access to, or interference with, the Services or security systems, or (c) breach of confidentiality obligations. Such request will not be deemed a waiver of the obligation to arbitrate other Disputes.

17.9 Governing Law; Venue for Excluded Disputes. These Terms and any Dispute are governed by the laws of the State of Texas, excluding its conflict-of-laws rules. For Excluded Disputes, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in Dallas County, Texas, and waive any objection to venue or forum non conveniens.

17.10 Time Limit. Any Dispute must be brought within one (1) year after the claim arises, unless a longer period is required by applicable law; otherwise, the claim is permanently barred.

18) General

• Assignment. Customer may not assign these Terms without DealerClear’s prior written consent. DealerClear may assign in connection with a merger, acquisition, reorganization, or sale of assets.
• Entire Agreement. These Terms (and any Order Form, plus the Privacy Policy) are the entire agreement regarding the Services.
• Severability. If any provision is unenforceable, the remainder will remain in effect.
• Waiver. Failure to enforce a provision is not a waiver.
• Notices. Notices may be provided electronically (email/in‑app) and are deemed delivered when sent.
• Force Majeure. Neither party is liable for delays due to events beyond reasonable control.

Contact

DealerClear Inc
205 Colonial Trace
Fate, TX 75189 USA
Email: support@dealerclear.com