Terms of Service

These Terms of Service (“Terms“) are an agreement between you and Dealer.ms Inc. (“Dealer.ms,” “we,” “us,” or “our“), a Canadian corporation located at 290 Inkerman St E, Listowel, Ontario, N4W 2M9, Canada. They apply to everything you buy from us or use from us, including our websites, client area, WordPress software, cloud services, mobile app, web hosting, email and domain services. Dealer.Pics and DealerThemes.com are services of Dealer.ms Inc. They can be purchased and used separately from the Dealer.ms plugin, and these Terms apply to them too.

By creating an account, placing an order, ticking the box at checkout, or using any of our services, you agree to these Terms and to our Privacy Policy. If you are agreeing on behalf of a business, you confirm that you have the authority to bind that business, and “you” means that business.

Our services are for businesses. They are sold for commercial use, such as running a dealership or building websites for dealerships, and not for personal, family or household use.

1. Services Covered

These Terms cover all of the following (together, the “Services“):

• Software: the Dealer.ms WordPress plugin, its extensions, templates and updates, and themes and template kits from DealerThemes.com (the “Software“).
• Cloud services: AI content generation, VIN decoding, Dealer.Pics image optimization and processing (on its own or through the plugin), DMS Connect texting and calling, our APIs, and any other features that run on our servers (the “Cloud Services“).
• Mobile app: the Dealer.ms app for iOS and Android.
• Hosting services: web hosting, managed WordPress hosting, virtual private and dedicated servers, email, domain names, SSL certificates and other services we provide or resell (the “Hosting Services“).
• Websites and custom work: turnkey websites, design, setup, migration and other work we quote for you.
• Our websites and client area: dealer.ms, dealer.pics, dealerthemes.com and my.dealer.ms.

Some Services have extra terms on their product page, order form or quote. If those conflict with these Terms, the more specific terms apply to that Service.

2. Your Account

• You must be at least 18 years old and able to enter into a binding contract.
• You must give us accurate, complete contact and billing information and keep it up to date. We send important notices to the email address on your account.
• You are responsible for keeping your passwords, license keys and API keys secure, and for everything done through your account, including by your staff, contractors and anyone you give access to.
• Tell us right away at support@dealer.ms if you think your account has been accessed without permission.

3. Plans, Billing and Renewals

• Prices. All prices are in US dollars and do not include taxes. You pay any sales, goods and services, harmonized or similar taxes that apply.
• Payment. We accept payment by credit or debit card. Card payments are processed by our payment processor, PayPal. Fees are charged in advance for each billing period. If you save a card on your account, you authorize us to charge it automatically for renewals and other amounts due until you cancel the Service or remove the card.
• Automatic renewal. Plans, add-ons and Hosting Services renew automatically for the same billing period (monthly or yearly) until you cancel. We email a renewal invoice before charging a saved card, so you have time to review it. You can cancel at any time in the client area. Cancellation takes effect at the end of your current billing period, and you keep access until then.
• Annual plans. Yearly pricing is a discount in exchange for a one-year commitment. The commitment is not refundable after the refund window in the Refund Policy below.
• Price changes. We may change our prices at any time. A new price applies from your next renewal or billing period.
• Late or failed payments. If a payment fails or an invoice is overdue, we may suspend the Services it covers until it is paid. Overdue amounts may be charged interest of 2% per month (26.82% per year), compounded monthly. You are responsible for reasonable costs we incur to collect overdue amounts.
• Disputes and chargebacks. If you think a charge is wrong, contact us first and we will look into it. If you open a chargeback or payment dispute instead, we may suspend your account while it is resolved.

4. Refund Policy

14-day refund. If you are not satisfied with a new Dealer.ms plan or a new hosting plan, you can ask for a full refund of that first payment within 14 days of the purchase date. To ask, open a support ticket in the client area or email support@dealer.ms. When we refund a plan, its license and any Services that depend on it are cancelled.

After 14 days, payments are not refundable, except as described under Suspension and Termination. This includes partial months, unused time on a monthly or yearly term, downgrades, and cancelling before the end of an annual commitment.

The following are never refundable, including within the first 14 days:

• Renewals of any plan, add-on or service.
• Credit packs of any kind, including AI credits, Dealer.Pics credits, VIN lookups and DMS Connect communication credits, and any credits that have been used.
• Add-ons, such as DMS Connect, mobile app access and Frazer Sync.
• Domain registrations, renewals and transfers.
• SSL certificates, and third-party services we resell, such as Google Workspace, OX App Suite and VPN services.
• Managed virtual private servers and dedicated servers.
• Setup, migration, design, development and other custom work, including turnkey websites, once work has started.

Themes. Theme purchases from DealerThemes.com are not refundable, unless a theme does not work as described and we are unable to fix it. In that case, we will refund that theme purchase.

If a plan or package included a domain registration at no extra charge, the domain’s regular price is deducted from any refund. Approved refunds are returned to the original payment method. Each customer may use the 14-day refund once, and it does not apply to accounts suspended or closed for breaking these Terms.

5. Software License

License. While your plan is active and paid, we give you a limited, non-exclusive, non-transferable license to install and use the Software and the extensions included in your plan on one website per license, for your own business or for a client you build the website for. The license belongs to the account that bought it. To hand a website over to a client, the client can buy its own license, or you can ask us to transfer yours.

You may not:

• sell, rent, share, sublicense or redistribute the Software, except as allowed under the White-Label Partner Program;
• decode, decompile, reverse engineer or modify the encoded parts of the Software, or try to get its source code;
• remove, disable or get around the license check, usage limits or any other protection in the Software;
• use one license on more than one website; or
• use the Software to build a product that competes with Dealer.ms.

Where you host it. You can run the Software on our Hosting Services or on any hosting you choose that meets its technical requirements. If you host elsewhere, your server must have the ionCube Loader installed and run a version of PHP that is still supported by the PHP project (see PHP supported versions). You and your hosting provider are responsible for the server, its security, backups and uptime.

DealerThemes.com. Themes and template kits from DealerThemes.com can be purchased and used separately, with or without the Dealer.ms plugin. Features that come from the plugin need an active Dealer.ms license. Each theme purchase is a one-time purchase licensed for one website. Dealer.ms plans include access to certain themes, and the Pro plan includes access to all of them, but each Dealer.ms license may use one theme on its website. Starter and Standard customers can buy themes not included in their plan for a one-time fee. Themes are not encoded, but the rest of the license terms in this section apply to them unless the product page says otherwise.

License checks. The Software contacts our servers to confirm your license and to deliver updates and Cloud Services. It needs an internet connection to do this.

When a license ends. If your plan is cancelled, expires or is not paid, updates, support and Cloud Services stop. If a plan is not renewed or paid, the Software and its extensions stop working after a short grace period. If a license is cancelled or revoked, they stop working at the Software’s next license check. Either way, they remain deactivated until you renew or reactivate your license. Your listings and other content stay in your own WordPress database, and ending a license does not delete them. When you deactivate the Software, you can choose to delete all of its data from your database. If you keep it, everything is still there if you reactivate later. If your website is on our Hosting Services, the hosting rules in these Terms also apply.

Plans and extensions. Each plan includes the extensions listed for it on our pricing page. We may add, change, rename or retire features and extensions over time. We will not remove a core feature you are paying for during your current billing period without giving you notice.

Third-party software. The Software works with WordPress, Elementor, WooCommerce and other third-party software and services that we do not control. Changes to them can affect how the Software works. They are governed by their own licenses.

Beta and “coming soon” features are provided as they are, may change or be removed, and are not covered by any service commitment.

Ownership. We own the Software, the Cloud Services, our website, our brands and all related intellectual property. These Terms do not give you any rights to them except the license above. If you send us suggestions or feedback, we may use them without any obligation to you.

6. Cloud Services and Credits

• Monthly credits included with your plan, such as AI and Dealer.Pics credits, reset on the first day of each month and do not roll over.
• Purchased credits do not expire. Your plan’s monthly credits are always used first.
• Credits have no cash value. They cannot be refunded, transferred, sold or exchanged for money, and they are tied to your account. Unused credits are forfeited if you close your account, or if we terminate it because you broke these Terms.
• Usage rates, such as how many credits a task, text or call uses, are shown on our website and may change at any time.
• Questions about credit use. If you think credits were used incorrectly, contact us within 90 days of the usage. After that, the usage shown in your account is final.
• Fair use. We may set reasonable rate limits and may limit or suspend use that harms our systems or other customers, or that looks abusive or fraudulent, including automated use outside our APIs.
• API access. API keys are for your own website and integrations. Keep them secret, and do not share or resell access.

AI-generated content. AI output can be inaccurate, incomplete or unsuitable. You are responsible for reviewing anything the Cloud Services generate before you publish or send it. That includes making sure your vehicle descriptions, prices, advertising and other content are accurate and follow the laws that apply to you.

Vehicle data. VIN decoding and other vehicle data come from third-party data providers. We do not guarantee that this data is accurate, complete or current. Always confirm important details, such as specifications, options and history, before you rely on them or share them with a customer.

Images. You confirm that you have the rights to every photo you upload or process, and that processing them does not infringe anyone’s rights.

Third-party providers. Some Cloud Services depend on third-party providers. If a provider is unavailable, the related service may be interrupted. We will try to let you know about significant interruptions, but we are not responsible for outages outside our control.

Usage logs. We keep logs of Cloud Services usage on our own logging servers, including DMS Connect messages and call records, Dealer.Pics processing records, AI generation records and VIN lookups. They show how your credits were used, and you can also see them in your WordPress admin area. Because they are stored on our servers, deleting data from your website does not delete these logs. We keep them as described in our Privacy Policy. Our providers, such as our telecommunications partner and vehicle data providers, may also keep their own records under their own policies, which we do not control.

7. DMS Connect

DMS Connect provides a business phone number for two-way text messaging (SMS and MMS) and call forwarding inside the Dealer.ms CRM. It is a paid add-on available on the Pro plan.

You are the sender. You are responsible for every message sent and every call received or forwarded through your DMS Connect number, and for following the laws and carrier rules that apply to them. These include Canada’s Anti-Spam Legislation (CASL), the US Telephone Consumer Protection Act (TCPA), the CTIA Messaging Principles and Best Practices, Canada’s Unsolicited Telecommunications Rules and National Do Not Call List, similar state and provincial laws, and wireless carrier policies. In particular, you must:

• get the consent the law requires before texting someone, and keep a record of it;
• identify your business in your messages;
• honour opt-out requests, such as “STOP,” right away; and
• follow any limits on when, how often and to whom you may send messages.

Not allowed: spam, purchased or rented contact lists, phishing, fraud, harassment, illegal content, and any content carriers prohibit, including content about sex, hate, alcohol, firearms, tobacco, cannabis or illegal drugs.

Registration. Business texting must be registered with the carriers. You must give accurate information for that registration. Carriers decide whether to approve it and how long that takes, and we cannot guarantee approval.

Delivery. Carriers may filter, delay or block messages, and calls can fail on cellular networks. We do not guarantee that any message or call will be delivered.

Calls. Forwarded calls end automatically after 60 minutes.

No emergency calls. DMS Connect is not a replacement for a regular phone service and does not support calls to 911 or any other emergency service.

Your number. The number is assigned to your account while your DMS Connect add-on is active. When the add-on ends, the number may be released and given to someone else. We do not guarantee that a number can be transferred to another provider.

Enforcement. We may pause, filter or suspend DMS Connect if a carrier asks us to, if we receive complaints, or if we believe the service is being used in a way that breaks these Terms or the law. You are responsible for any fines, penalties or carrier charges caused by your messages or calls.

8. Your Content and Your Customers’ Data

You own your content. Your listings, photos, website content, messages, leads and other data remain yours. You give us permission to host, store, copy, process and transmit them as needed to provide, secure, support and improve the Services. When we use your content to improve the Services, we use it in de-identified or aggregated form.

Your customers’ data. When you use the Services to collect or communicate with your own customers, such as leads, contacts and text conversations, you decide what is collected and why, and we process that information on your behalf. You are responsible for:

• having a privacy policy on your own website;
• having the legal right and any consent needed to collect, use and share that information; and
• responding to your customers’ privacy requests.

If a data protection law requires a data processing agreement for your use of the Services, contact us at privacy@dealer.ms. Our Privacy Policy explains how we handle personal information.

Backups. You are responsible for keeping your own backups of your website and data. Any backups we make are a courtesy, provided as they are, and are not guaranteed to be complete or restorable.

9. Acceptable Use

You may not use the Services, or let anyone else use them, to:

• break any law or regulation, or help someone else break one;
• store, send or publish content that is illegal, fraudulent, defamatory, hateful, harassing or threatening, or that is pornographic or sexually explicit;
• infringe anyone’s copyright, trademark, privacy or other rights;
• send spam or unsolicited bulk email or text messages;
• distribute malware, run phishing pages, or host illegal downloads;
• attack, probe or scan any network or system without permission, including ours, or interfere with other customers;
• use excessive server resources, or mine cryptocurrency, run open proxies or relays, or run processes that harm server performance;
• scrape, copy or resell the Services or their data without our written permission; or
• get around usage limits, security measures or license checks.

If we believe a violation has happened, we may remove the content, limit the Service, or suspend or terminate your account, with or without notice depending on how serious it is. We may report illegal activity to the authorities.

10. Hosting, Email and Domains

Hosting

• Self-managed hosting. You are responsible for installing, configuring, securing, updating and maintaining your websites, software and data.
• Managed WordPress hosting. We apply updates and monitor sites on a best-effort basis. We are not responsible when third-party themes, plugins or custom code break after an update. If a site is hacked, our cleanup is best effort and does not cover lost data, revenue or reputation.
• Managed virtual private and dedicated servers. We set up, patch and maintain the server on a reasonable-efforts basis. We may reboot it or perform urgent maintenance without notice when security or stability requires it. We remain the primary administrator even if you are given direct access.
• Resources. Each plan has resource limits. If an account uses resources in a way that affects other customers, we may limit it or ask you to upgrade.

Email

Email included with hosting is provided as it is, without an uptime guarantee. OX App Suite email includes a 99.9% monthly uptime commitment, not counting scheduled maintenance and events outside our control. If we miss it, your only remedy is a service credit for the OX App Suite fees covering the downtime, applied to your next invoice for that service. To receive it, open a support ticket within 30 days of the downtime. Credits in any month cannot be more than that month’s OX App Suite fee.

Resold Services

Some services we provide are supplied by third parties, such as Google Workspace, OX App Suite, SSL certificate authorities and VPN providers. For those, we handle ordering, setup and billing. You also agree to the provider’s own terms, which govern how the service works.

Domain Names

• Domain registrations are also governed by the terms of the registrar and the registry for the domain extension, such as Verisign or the Canadian Internet Registration Authority (CIRA).
• You must give accurate registrant details and keep them up to date. Registries publish certain details in public domain lookup (WHOIS) databases unless domain privacy is available and enabled.
• You are responsible for renewing your domains on time. A domain that is not renewed may expire and become available to others.
• Domain disputes are handled under the registry’s dispute policy, such as ICANN’s Uniform Domain-Name Dispute-Resolution Policy.

Suspended Hosting Services

If Hosting Services are suspended for non-payment and not paid within 30 days, we may terminate them and permanently delete their data.

11. Websites and Custom Work

Turnkey websites, design, setup, migration and other custom work are described in the quote or order for that work. Unless your contract or quote says otherwise:

• we own all designs, themes, templates, layouts, code and other work we create, including work we create specifically for you, and we may reuse any of it for other customers;
• once you have paid for the work in full, you have a license to use it on your website under these Terms;
• content you supply, such as your logo, photos, listings and text, remains yours, and we do not reuse it for other customers; and
• you are responsible for reviewing the finished work and for the accuracy of the content you supply.

12. White-Label Partner Program

Customers with five or more active licenses may apply to our White-Label Partner Program to show their own branding in place of ours in the WordPress admin area (wp-admin). As a partner:

• you are responsible for your relationship with your own clients, including your pricing, your support and your agreements with them;
• you must make sure your clients’ use of the Services follows these Terms; and
• you may not make promises or commitments on our behalf.

Support. We support you, and you support your clients. Your clients should come to you for help, and on white-label sites the Dealer.ms support links inside the Software are turned off. If something comes up that you cannot solve, open a ticket in the client area or email support@dealer.ms.

We may change or end the program, or end your participation in it, at any time at our discretion. Where reasonable, we will give you notice so you can prepare your clients. Ending your participation does not cancel your licenses.

13. Mobile App

The Dealer.ms mobile app is licensed to you for use with your active Dealer.ms plan, under these Terms and the rules of the app store you downloaded it from. You must follow any third-party agreements that apply when you use it, such as your wireless data plan. If you got the app from Apple’s App Store:

• these Terms are between you and Dealer.ms, not Apple;
• you may use the app on Apple-branded devices that you own or control, as allowed by the App Store Terms of Service;
• Apple has no obligation to provide maintenance or support for the app;
• Dealer.ms, not Apple, is responsible for the app and for handling any claims about it, including product liability claims, claims that the app does not meet a legal or regulatory requirement, and claims under consumer protection or privacy law;
• if anyone claims the app infringes their intellectual property, Dealer.ms, not Apple, is responsible for investigating, defending, settling and resolving the claim;
• to the extent the law allows, Apple has no warranty obligation for the app. If the app does not conform to any warranty that applies by law, you may notify Apple, and Apple may refund the purchase price, if any. That is Apple’s only warranty obligation, and any other warranty claims are Dealer.ms’s responsibility;
• you confirm that you are not located in a country subject to a US government embargo or designated as a “terrorist supporting” country, and that you are not on any US government list of prohibited or restricted parties; and
• Apple and its subsidiaries are third-party beneficiaries of these Terms and may enforce them against you.

14. Third-Party Services and Links

The Services may connect to or link to services we do not control, such as payment processors, vehicle data providers, marketplaces, Frazer and social networks. We are not responsible for their content, availability or practices, and their own terms apply to how you use them.

15. Emails and Notices

• Service emails. We send emails about your account and the Services, such as invoices, renewal reminders, security notices, and alerts about outages or interruptions. These are part of the Services, and you cannot opt out of them while your account is open.
• Marketing emails. We may also send news, promotions and newsletters. Every marketing email has an unsubscribe link, and you can opt out at any time. You can also choose which emails you get in your account, under Client Area > Account Details > Email Preferences.
• Notices to you. Notices we send by email to the address on your account count as delivered when sent.
• Notices to us. Send legal notices to the address at the end of these Terms or to support@dealer.ms.

16. Suspension and Termination

• By you. You can cancel any Service at any time in the client area. Cancellation takes effect at the end of the current billing period, and refunds follow the Refund Policy.
• By us, for cause. We may suspend or terminate a Service or your account immediately, with or without notice, if you break these Terms, do not pay, use the Services illegally, or create a security, legal or technical risk for us or others.
• By us, for any other reason. We may end a Service with 30 days’ written notice. In that case we will refund the prepaid fees for the unused part of that Service’s term.
• What happens next. When a Service ends, your access to it ends. The Software stops working as described under Software License, and your website’s content stays in your own WordPress database. Any information we keep on our own servers for a Cloud Service may be deleted 30 days after that Service ends. Websites on our Hosting Services follow the hosting rules in these Terms, and we keep account and billing records as described in our Privacy Policy. Sections that by their nature should continue, such as payment, ownership, disclaimers, limits of liability and indemnity, survive termination.

17. Disclaimer

Apart from the commitments written in these Terms, the Services are provided “as is” and “as available.” To the fullest extent the law allows, we make no other warranties or guarantees, express or implied, including about merchantability, fitness for a particular purpose, non-infringement, uptime, or results such as sales or leads. We do not guarantee that the Services will be uninterrupted, error-free or secure, or that data will never be lost.

18. Limitation of Liability

To the fullest extent the law allows:

• we are not liable for any indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, sales, data, goodwill or business opportunities, even if we were told they were possible; and
• our total liability for all claims related to the Services or these Terms is limited to the amount you paid us for the Service the claim relates to in the three (3) months before the event that gave rise to the claim.

These limits apply whatever the legal theory of the claim, including contract, negligence and other torts. Some places do not allow certain limits, and in those places our liability is limited as much as the law permits.

19. Indemnity

You agree to defend and indemnify Dealer.ms and its directors, employees and contractors against claims, fines, penalties, losses and reasonable legal costs arising from:

• your use of the Services;
• your content;
• messages and calls sent through your DMS Connect number;
• your breach of these Terms; or
• your violation of any law or anyone’s rights.

20. Events Outside Our Control

We are not responsible for delays or failures caused by events outside our reasonable control. These include natural disasters, power or internet outages, failures of carriers, data centres or other providers, cyberattacks, labour disputes, government action and changes in law.

21. Governing Law

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada that apply there. You and we agree that the courts of the Province of Ontario have exclusive jurisdiction over any dispute about these Terms or the Services. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

22. Changes to These Terms

We may update these Terms at any time by posting the new version on this page with a new “Last updated” date. Changes take effect when they are posted. It is your responsibility to review these Terms regularly. If you keep using the Services after a change is posted, you accept the updated Terms. If you do not agree, you can cancel your Services.

23. General

• Confidentiality. Each of us will keep the other’s non-public business information confidential and use it only for the purposes of these Terms, unless the law requires otherwise.
• Sanctions and export laws. You may not use the Services if you are subject to Canadian or US sanctions, or in a way that breaks export control laws.
• Time limit for claims. To the extent the law allows, any claim related to the Services must be started within one year after it arose.
• Entire agreement. These Terms, our Privacy Policy and any order, quote or product terms that apply form the whole agreement between you and us about the Services.
• Severability. If any part of these Terms is found unenforceable, the rest stays in effect.
• No waiver. If we do not enforce a right right away, we have not given it up.
• Assignment. You may not transfer your account or these Terms without our written permission. We may transfer them as part of a merger, sale or reorganization.
• Relationship. You and we are independent contractors. Nothing in these Terms creates a partnership, joint venture or employment relationship.

24. Contact Us

Questions about these Terms can be sent to:

Dealer.ms Inc.
290 Inkerman St E
Listowel, Ontario, N4W 2M9
Canada

Email: support@dealer.ms