Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you (the "User," "you," or "your") and AutoRelay ("AutoRelay," "we," "us," or "our") concerning your access to and use of the AutoRelay platform and services (the "Service").

By accessing or using the Service, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you may not access or use the Service.

2. Account Registration and Eligibility

To use AutoRelay, you must:

• Be at least 18 years of age
• Represent an automotive dealership or authorized business entity
• Provide accurate, current, and complete information during registration
• Maintain and promptly update your account information
• Keep your password secure and confidential
• Accept responsibility for all activities under your account

You agree to notify us immediately of any unauthorized use of your account or any other breach of security.

3. License and Acceptable Use

3.1 License Grant

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes in the automotive dealership industry.

3.2 Acceptable Use

You agree not to:

• Violate any applicable laws, regulations, or third-party rights
• Send unsolicited or unauthorized messages (spam)
• Send messages to individuals who have not provided proper consent under TCPA or applicable laws
• Use the Service for any fraudulent or deceptive purposes
• Interfere with or disrupt the Service or servers/networks connected to the Service
• Attempt to gain unauthorized access to the Service or related systems
• Reverse engineer, decompile, or disassemble any part of the Service
• Remove, alter, or obscure any proprietary notices on the Service
• Use the Service to compete with AutoRelay or develop a competing product
• Scrape, crawl, or use automated tools to extract data from the Service

4. SMS Messaging and TCPA Compliance

4.1 Your Responsibilities

You are solely responsible for:

• Obtaining proper consent from recipients before sending SMS messages
• Complying with the Telephone Consumer Protection Act (TCPA) and all applicable laws
• Maintaining records of consent and opt-in documentation
• Ensuring message content is accurate, lawful, and not misleading
• Honoring opt-out requests promptly
• Including required disclosures in your messages

4.2 AutoRelay's Role

AutoRelay provides the technical platform for sending SMS messages but does not control message content or recipient selection. You acknowledge that AutoRelay is not responsible for your compliance with TCPA or other messaging regulations.

4.3 Opt-Out Management

Our Service automatically processes opt-out requests (e.g., "STOP" messages). You agree not to send messages to individuals who have opted out.

5. Payment Terms

5.1 Fees and Billing

You agree to pay all fees associated with your selected subscription plan. Fees are billed in advance on a monthly or annual basis, as selected by you. All fees are non-refundable except as expressly stated in these Terms.

5.2 Automatic Renewal

Your subscription will automatically renew at the end of each billing period unless you cancel before the renewal date. You authorize us to charge your payment method for renewal fees.

5.3 Price Changes

We may change our fees with 30 days' prior notice. Continued use of the Service after a price change constitutes acceptance of the new fees.

5.4 Taxes

You are responsible for all applicable taxes (excluding taxes on our net income). If we are required to collect taxes, they will be charged in addition to the fees.

5.5 Late Payment

If payment is not received when due, we may suspend or terminate your access to the Service. We may charge interest on late payments at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

6. Free Trial

We may offer a free trial period for new users. During the trial:

• You must provide valid payment information to start the trial
• You may cancel at any time during the trial without charge
• If you do not cancel before the trial ends, you will be charged for the selected subscription plan
• We reserve the right to limit trial eligibility and duration
• One trial per business entity; additional trials are at our sole discretion

7. Data Ownership and Intellectual Property

7.1 Your Data

You retain all ownership rights to the customer data, content, and information you upload to the Service ("Your Data"). You grant us a limited license to use Your Data solely to provide the Service to you.

7.2 Our Intellectual Property

AutoRelay retains all rights, title, and interest in the Service, including all software, technology, designs, trademarks, and other intellectual property. You may not use our intellectual property without our prior written consent.

7.3 Aggregate Data

We may create aggregate, anonymized data from Your Data for analytics, research, and service improvement purposes. We own all rights to such aggregate data.

7.4 Feedback

If you provide feedback, suggestions, or ideas about the Service, we may use them without any obligation to you.

8. Warranties and Disclaimers

8.1 Your Warranties

You represent and warrant that:

• You have the right to use Your Data and grant us the licenses described in these Terms
• Your Data and use of the Service complies with all applicable laws
• You have obtained all necessary consents for SMS communications
• Your use of the Service will not infringe upon third-party rights

8.2 Service Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE.

We do not warrant that:

• The Service will be uninterrupted, timely, secure, or error-free
• The results obtained from using the Service will be accurate or reliable
• All SMS messages will be delivered successfully
• Any defects or errors will be corrected

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AUTORELAY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR USE, WHETHER IN AN ACTION IN CONTRACT, TORT, OR OTHERWISE, ARISING FROM YOUR ACCESS TO OR USE OF THE SERVICE.

OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SERVICE SHALL NOT EXCEED THE AMOUNT YOU PAID US IN THE 12 MONTHS PRECEDING THE CLAIM.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you.

10. Indemnification

You agree to indemnify, defend, and hold harmless AutoRelay and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising from or related to:

• Your use of the Service
• Your violation of these Terms
• Your violation of any laws or regulations, including TCPA violations
• Your Data or the content of messages you send
• Your violation of any third-party rights

11. Termination

11.1 Termination by You

You may cancel your subscription at any time through your account settings. Cancellation will be effective at the end of your current billing period.

11.2 Termination by Us

We may suspend or terminate your access to the Service immediately, without prior notice, for:

• Violation of these Terms
• Failure to pay fees
• Fraudulent, illegal, or abusive activity
• TCPA violations or abuse of messaging privileges
• Extended periods of inactivity

11.3 Effect of Termination

Upon termination:

• Your right to access and use the Service immediately ceases
• You remain liable for all fees incurred prior to termination
• We may delete Your Data in accordance with our data retention policies
• You may request a data export within 30 days of termination

12. Data Privacy and Security

Our collection, use, and protection of your information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

You are responsible for ensuring that your use of the Service and handling of customer data complies with applicable privacy laws, including obtaining necessary consents from your customers.

13. Third-Party Services and Integrations

The Service may integrate with or contain links to third-party services, CRM systems, or DMS platforms. Your use of third-party services is governed by their respective terms and privacy policies. We are not responsible for third-party services or their content.

You grant us permission to access and use data from integrated third-party services as necessary to provide the Service.

14. Modifications to Service and Terms

14.1 Service Changes

We reserve the right to modify, suspend, or discontinue any part of the Service at any time, with or without notice. We are not liable for any modifications, suspensions, or discontinuations.

14.2 Terms Changes

We may update these Terms from time to time. We will notify you of material changes via email or through the Service. Your continued use after changes become effective constitutes acceptance of the modified Terms.

15. Dispute Resolution and Arbitration

15.1 Informal Resolution

Before filing a claim, you agree to contact us at support@autorelay.com to attempt to resolve the dispute informally. We will attempt to resolve disputes in good faith for at least 30 days.

15.2 Binding Arbitration

If we cannot resolve a dispute informally, any controversy or claim arising out of or relating to these Terms shall be settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association.

The arbitration will be conducted in English, and the arbitrator's decision will be final and binding. You waive your right to a jury trial and to participate in class actions.

15.3 Exceptions

Either party may seek equitable relief in court for intellectual property infringement or violations of confidentiality obligations.

16. General Provisions

16.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions.

16.2 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and AutoRelay regarding the Service and supersede all prior agreements.

16.3 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.

16.4 Waiver

Our failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.

16.5 Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms without restriction.

16.6 Force Majeure

We shall not be liable for any failure to perform due to causes beyond our reasonable control, including natural disasters, war, terrorism, labor disputes, or internet/telecommunications failures.

17. Contact Information

If you have questions about these Terms, please contact us: