Terms of Service

Dealer Recon Systems (“Company,” “we,” “our,” or “us”)
Website: https://dealerreconsystems.com
Contact: dealerreconsystems@gmail.com
Location: Hastings, Florida, United States

1. Acceptance of Terms

By accessing or using the Dealer Recon Systems platform (“Service”), you agree to be bound by these Terms of Service (“Terms”). If you do not agree, you may not use the Service.

These Terms apply to all Customers, Authorized Users, and any other individuals who access or use the Service. You must be at least 18 years old to use the Service.

2. Definitions

• “Service” means the Dealer Recon Systems software platform, including the web application, mobile applications, APIs, and all related services operated by the Company.
• “Customer” or “Subscriber” means the dealership, business entity, or organization that subscribes to and pays for access to the Service.
• “Authorized User” means any individual granted access to the Service by a Customer, including employees, contractors, and agents.
• “End Consumer” means any individual whose personal information is entered into the Service by a Customer or Authorized User, such as vehicle buyers, service customers, or credit applicants.
• “Customer Data” means all data, content, and information submitted to or generated within the Service by or on behalf of the Customer, including End Consumer data, employee records, vehicle data, financial records, and operational data.
• “Personal Information” means information that identifies, relates to, describes, or could reasonably be linked to an identified or identifiable individual, as defined under applicable state and federal privacy laws.
• “Sensitive Data” means Social Security numbers (including partial), driver’s license numbers, financial account information, credit application data, precise geolocation, and biometric identifiers.
• “Confidential Information” means non-public information disclosed by one party to the other in connection with the Service, including business plans, pricing, technical specifications, Customer Data, and security practices.

3. Description of Service

Dealer Recon Systems provides a software platform for managing vehicle reconditioning workflows, inventory, sales, financing, service operations, customer relationships, employee records, payroll, compliance tracking, and related dealership operations.

The Service is intended for business use by automotive dealerships located in the United States. The Service is provided as a tool to store, manage, and organize data. You are solely responsible for how you use the Service and the data you input.

4. License Grant and Intellectual Property

Subject to your compliance with these Terms, the Company grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service during the term of your subscription for your internal business purposes.

The Company retains all right, title, and interest in and to the Service, including all intellectual property rights. Nothing in these Terms transfers any ownership of the Service to you.

You shall not:

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service
• Copy, modify, or create derivative works based on the Service
• Sublicense, sell, resell, lease, or otherwise transfer access to the Service to any third party
• Remove, alter, or obscure any proprietary notices or labels on the Service

If you provide feedback, suggestions, or ideas regarding the Service, you grant the Company a perpetual, irrevocable, royalty-free license to use and incorporate such feedback without obligation to you.

5. Accounts and Access

Users access the Service through individual login credentials. You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activity that occurs under your account
• Managing access permissions for employees and other Authorized Users
• Promptly revoking access for individuals who are no longer authorized

The Company is not responsible for:

• Unauthorized access resulting from compromised credentials
• Actions taken by Authorized Users you have granted access to
• Data modification or deletion by your employees or assigned users

6. Acceptable Use

You agree to use the Service only for lawful business purposes. You shall not:

• Store or process data that you do not have a legal right to possess
• Use the Service in a manner that violates any applicable law, regulation, or third-party right, including privacy, data protection, consumer protection, and anti-discrimination laws
• Use credit application or financial features of the Service for discriminatory purposes in violation of the Equal Credit Opportunity Act or Fair Housing Act
• Conduct unauthorized security testing, vulnerability scanning, or penetration testing against the Service
• Circumvent, disable, or interfere with any security or access control features of the Service
• Use the Service to send unsolicited communications in violation of the Telephone Consumer Protection Act (TCPA) or CAN-SPAM Act
• Exceed any usage limits or attempt to overload the Service infrastructure
• Use the Service to store, transmit, or process malicious code

You are responsible for the conduct of all Authorized Users and shall ensure they comply with these Terms.

7. Compliance Responsibilities

A. Company Commitments

The Company commits to providing the following technical capabilities to support your regulatory compliance:

• Encryption of data in transit (HTTPS/TLS) and at rest (Google Firebase infrastructure encryption)
• Multi-factor authentication (MFA) capability for user accounts
• Role-based access controls and permission management
• Audit logging of data access and modifications
• Data request and deletion tools
• Breach notification as described in the Privacy Policy

B. Customer Responsibilities

You are solely responsible for:

• Properly configuring user access controls and permissions within the Service
• Delivering required privacy notices to End Consumers under the Gramm-Leach-Bliley Act (GLBA), including initial and annual privacy notices
• Issuing adverse action notices to credit applicants as required by the Equal Credit Opportunity Act (ECOA) and Regulation B
• Maintaining your written information security program and related documentation required by the FTC Safeguards Rule (16 CFR Part 314)
• Obtaining all required consents from individuals before entering their data into the Service
• Complying with the Telephone Consumer Protection Act (TCPA) for any communications initiated through or in connection with the Service
• Complying with all applicable federal, state, and local laws governing your use of the Service and the data you process

The Company is a technology provider and does not provide legal, financial, tax, or regulatory compliance advice. Consult qualified professionals regarding your specific regulatory obligations.

8. Data Processing Terms

A. Processing and Ownership

You retain full ownership of all Customer Data. The Company processes Customer Data solely to provide, maintain, and improve the Service. The Company will not sell, share, rent, or use Customer Data for any purpose other than providing the Service.

B. Sub-processors

The Company may engage third-party sub-processors to assist in providing the Service. The Company will maintain a current list of sub-processors and will provide at least thirty (30) days advance notice before engaging a new sub-processor. If you object to a new sub-processor, contact us within thirty (30) days. If the objection cannot be reasonably resolved, you may terminate your subscription. The Company remains responsible for ensuring that sub-processors comply with data protection obligations consistent with these Terms.

C. Data Requests After Termination

Upon cancellation or termination, you may request a copy of your Customer Data within thirty (30) days. The Company will provide the data in a reasonable timeframe. This thirty-day window is provided as a courtesy. The Company is not obligated to retain Customer Data beyond this period. Extended retention may be arranged on a case-by-case basis by written agreement but is not guaranteed. It is your responsibility to request your data within this window; after this period, data may no longer be available.

D. Regulatory Data Retention

Certain categories of data may be retained beyond the standard period to comply with legal requirements, including credit application records (25 months under ECOA/Regulation B), audit logs (2 years under GLBA), and tax and payroll records (as required by the IRS). See the Privacy Policy for the full retention schedule.

E. Security Measures

The Company will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data. These measures include encryption in transit and at rest, access controls, authentication requirements, and monitoring.

F. Security Documentation

Upon reasonable written request and subject to a confidentiality agreement, the Company will make available a summary of its security practices to verify compliance with the security commitments described in these Terms.

9. Confidentiality

Each party agrees to protect the other party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care. Neither party shall disclose the other’s Confidential Information to any third party except as necessary to perform obligations under these Terms.

Confidential Information does not include information that:

• Is or becomes publicly available through no fault of the receiving party
• Was known to the receiving party prior to disclosure without restriction
• Is independently developed by the receiving party without use of the disclosing party’s Confidential Information
• Is disclosed pursuant to a legal requirement, provided the receiving party gives the disclosing party reasonable prior notice when permitted by law

Confidentiality obligations survive termination of these Terms for a period of three (3) years.

10. Pricing and Payment

Pricing for the Service is governed by the applicable order form, subscription agreement, or pricing schedule agreed upon between the Customer and the Company. The Company may suspend access to the Service for accounts with overdue payments after providing reasonable notice. All fees are non-refundable except as required by law or as expressly provided in the applicable order form.

11. Demo Mode Disclaimer

The Service may include a demo mode in which authentication may not be fully enforced, data may be stored in temporary or non-persistent storage, and data may be deleted at any time without notice. Demo mode is not intended for real business use. The Company is not responsible for any data loss or security incidents occurring in demo mode.

12. Third-Party Services

The Service relies on third-party providers for infrastructure and functionality, including Google Firebase. The Company uses commercially reasonable efforts to select and monitor third-party providers based on security, reliability, and compliance standards. However, the Company does not control the operations of third-party providers and is not liable for outages, data loss, or security incidents caused solely by third-party services, except to the extent that such incidents result from the Company’s failure to exercise commercially reasonable care in its selection or oversight of such providers.

13. Service Availability and Data Backups

A. Service Availability

The Service is provided on a commercially reasonable availability basis. The Company does not guarantee any specific uptime percentage or service level. Planned maintenance windows will be announced in advance when practical. The Company is not liable for service credits, refunds, or other compensation for downtime, interruptions, or reduced availability of the Service.

B. Data Backups

The Service uses Google Firebase infrastructure, which includes automated redundancy and replication. The Company will use reasonable efforts to maintain data integrity. However, the Company does not guarantee point-in-time recovery, backup availability, or complete data restoration in the event of loss. You are encouraged to maintain independent backups of mission-critical data.

14. Warranty Disclaimer

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. To the maximum extent permitted by applicable law, the Company disclaims all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, reliability, and completeness.

The Company does not warrant that the Service will be uninterrupted, error-free, or completely secure. The Service is not a substitute for professional legal, financial, tax, or compliance advice. You acknowledge that compliance with applicable laws is your responsibility and that the Service is a tool to support, not replace, your compliance obligations.

15. Limitation of Liability

To the maximum extent permitted by law, the Company shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, business interruption, loss of data, or loss of goodwill, arising out of or related to your use of the Service.

This includes, but is not limited to:

• Data loss caused by user actions, including Authorized Users
• Unauthorized access resulting from compromised credentials
• Data deletion or modification by users granted access
• Failures or outages of third-party services, including infrastructure providers
• Business decisions made in reliance on information displayed in the Service

Liability Cap: In no event shall the total aggregate liability of the Company exceed the total amount paid by you for the Service during the twelve (12) months immediately preceding the event giving rise to the claim.

Exceptions: The limitations in this section do not apply to: (a) either party’s indemnification obligations; (b) breach of confidentiality obligations; (c) willful misconduct or gross negligence; or (d) the Company’s intellectual property infringement indemnification.

16. Indemnification

A. Customer Indemnification

You agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to:

• Your use of the Service or violation of these Terms
• Your data collection, processing, or storage practices
• Your failure to obtain required consents from End Consumers or employees
• Your failure to comply with applicable laws, including GLBA, ECOA, FCRA, FTC Safeguards Rule, TCPA, or state privacy laws
• Any claim by an End Consumer or third party arising from data you entered into the Service

B. Company Indemnification

The Company agrees to indemnify, defend, and hold harmless you and your officers, directors, employees, and agents from and against any third-party claims alleging that the Service itself infringes a third party’s intellectual property rights, provided that such infringement does not arise from your modifications, combinations with third-party products, or use of the Service in violation of these Terms.

C. Indemnification Procedures

The indemnified party shall: (a) provide prompt written notice of the claim; (b) grant the indemnifying party sole control of the defense and settlement; and (c) provide reasonable cooperation at the indemnifying party’s expense. The indemnifying party shall not settle any claim in a manner that imposes obligations on the indemnified party without prior written consent.

17. Dispute Resolution

Any disputes arising from or relating to these Terms or the Service shall be resolved through binding arbitration, except as set forth below.

• Arbitration: Arbitration shall take place in the State of Florida and be conducted under the rules of the American Arbitration Association (AAA). The arbitrator’s decision shall be final and binding.
• Class Action Waiver: You agree to waive any right to participate in class actions, class-wide arbitration, or representative proceedings.
• Injunctive Relief: Either party may seek injunctive or other provisional relief in any court of competent jurisdiction to prevent irreparable harm, without waiving the right to arbitrate.
• Small Claims: Claims within the jurisdictional limits of the applicable small claims court may be filed in court rather than arbitration.
• Fees: For claims under seventy-five thousand dollars ($75,000), the Company will pay all AAA filing fees, administration fees, and arbitrator fees. For claims above that amount, AAA rules govern fee allocation.
• Opt-Out: New Customers may opt out of this arbitration provision within thirty (30) days of first accepting these Terms by sending written notice to dealerreconsystems@gmail.com. If you opt out, disputes will be resolved in the state or federal courts located in St. Johns County, Florida.

18. Suspension and Termination

The Company may suspend or terminate your access to the Service immediately if:

• You materially violate these Terms
• Your use presents a security risk to the Service or other users
• Your use may cause harm to the Service, other users, or third parties
• Required by law or regulation

Either party may terminate the subscription for material breach by providing written notice specifying the breach. The breaching party shall have thirty (30) days to cure the breach. If the breach is not cured within the cure period, the non-breaching party may terminate immediately.

You may stop using the Service at any time. You may delete your individual user account from within the app (Profile > Delete My Account). This removes your login credentials and user profile. Dealership data is not affected by individual account deletion.

Effect of Termination: Upon termination, all licenses granted under these Terms end immediately. The data request window described in Section 8(C) begins. Accrued obligations remain enforceable.

Surviving Sections: The following sections survive termination: Definitions, Intellectual Property, Data Processing (termination and retention provisions), Confidentiality, Warranty Disclaimer, Limitation of Liability, Indemnification, Dispute Resolution, Governing Law, and any other provisions that by their nature should survive.

19. Sole and Exclusive Remedy

To the maximum extent permitted by law, the remedies provided in these Terms are your sole and exclusive remedies. You are not entitled to any additional remedies, whether at law or in equity, except as expressly stated in these Terms.

20. Force Majeure

The Company shall not be liable for delays or failures in performance caused by events beyond its reasonable control, including natural disasters, pandemics, internet or telecommunications failures, power outages, government actions, labor disputes, cyberattacks, and third-party service failures. Performance obligations are suspended for the duration of such events.

21. Assignment

You may not assign or transfer these Terms or your rights under them without the Company’s prior written consent. The Company may assign or transfer these Terms, including in connection with a merger, acquisition, reorganization, or sale of assets, provided that the Company gives you at least thirty (30) days advance written notice of such assignment. The data processing obligations in Section 8 survive any assignment.

22. Severability

If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, the remaining provisions will continue in full force and effect. The unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving its original intent.

23. Waiver

The failure of either party to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision. Any waiver must be in writing and signed by the waiving party, and applies only to the specific instance identified.

24. App Store Compliance

If you access the Service through an application distributed via an app store, including Apple Inc. or Google LLC: these Terms are between you and the Company, not the app store provider. The app store provider has no obligation to provide maintenance, support, or warranty services for the Service. The app store provider is not responsible for addressing any claims related to the Service. The app store provider and its subsidiaries are third-party beneficiaries of these Terms.

25. Enterprise Agreements

Enterprise customers may enter into separate written agreements with the Company. In the event of a conflict between these Terms and an enterprise agreement, the enterprise agreement will govern to the extent of the conflict.

26. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflict of law principles. Subject to the arbitration provision in Section 17, any legal proceedings shall be brought in the state or federal courts located in St. Johns County, Florida.

27. Changes to Terms

The Company may update these Terms from time to time.

• Material Changes: The Company will provide at least thirty (30) days advance notice of material changes via email and in-app notification. Material changes to the arbitration or limitation of liability provisions will require your affirmative acceptance before taking effect.
• Objection: If you object to a material change, you may terminate your subscription without penalty within thirty (30) days of receiving notice of the change.
• Non-Material Changes: Minor corrections, clarifications, and formatting changes may take effect upon posting.
• Prior Versions: Prior versions of these Terms are available upon request.

28. Contact Information

Dealer Recon Systems
Hastings, Florida, United States
Email: dealerreconsystems@gmail.com