Terms of Service

Effective Date: January 1, 2025

Last Updated: September 2, 2025

Welcome to DealerCentives. These Terms of Service ("Terms") govern your use of our website, platform, and services. By accessing or using DealerCentives ("we," "our," or "us"), you agree to be bound by these Terms.

1. Overview

DealerCentives is a marketing platform that enables automotive dealerships, agencies, and partners to create, manage, and deploy real-time, compliant vehicle incentives across digital channels.

‍Eligibility: You must be at least 18 years old and authorized to act on behalf of a business entity to use our Services.

2. Services and Platform Access

2.1 Services Provided

DealerCentives Provides

Automated incentive merchandising platform
Incentive distribution to websites, Google Ads, Meta catalog, and email
Creative asset generation and management
Technical support and consultation services
Inventory integration and automated updates

2.2 Account Usage

Users must maintain accurate account information
Platform must be used only for intended business purposes
Unauthorized use or distribution of account data is prohibited
We reserve the right to suspend or terminate access for violations

3. Data Rights and Licensing

3.1 Licensed Materials

DealerCentives licenses incentive data, images, and inventory access from third parties including but not limited to Chrome Data, OfferLogix, and other automotive data providers. Original owners retain rights to these materials.

3.2 Work Product

DealerCentives retains all rights to collective work product created by the Platform. Clients receive limited license to use generated assets for their authorized dealerships only.

3.3 Data Usage

DealerCentives may use aggregated analytics and performance data for Platform improvement, training purposes, and service enhancement.

3.4 Brand Assets

Clients grant DealerCentives limited license to use dealer and OEM logos, images, and brand assets solely for providing services under these Terms.

4. Users Responsibility and Compliance

4.1 Data Accuracy

You are responsible for the accuracy and legality of any inventory, offers, or incentive data provided. You must:

Provide complete and accurate data feeds
Ensure proper normalization and validation of data
Maintain current inventory and pricing information

4.2 OEM Compliance

You are solely responsible for:

Ensuring all designs and creative assets comply with OEM requirements
Submitting materials for compliance review as required
Maintaining compliance with manufacturer advertising standards

4.3 Content Review

You must review and approve all incentives and creative materials before launch. Final responsibility for advertising accuracy and legal compliance lies with you.

5. Indemnification

You agree to indemnify, defend, and hold harmless DealerCentives from any claims, damages, or losses arising from:

Incorrect offers or pricing information
OEM compliance violations
Use of Platform or generated assets
Your breach of these Terms
Any content you provide or publish through our Services

6. Payment Terms

6.1 Payment Schedule

Terms: Net 30 days unless otherwise specified
Payment Method: Credit card required for auto-billing
Late Fees: 1.5% per month (or maximum allowed by law)
Service suspension for non-payment

6.2 No Refunds

No refunds for service issues, early termination, or dissatisfaction with results.

6.3 Price Changes

DealerCentives may modify pricing with 30 days' written notice.

7. Intellectual Property

7.1 Platform Rights

All content, graphics, software, features, and proprietary technology on DealerCentives are the property of DealerCentives or its licensors. You may not:

Reproduce, distribute, or create derivative works
Reverse engineer, copy, or attempt to discover source code
Use our proprietary processes outside of authorized services

7.2 Client Content

You retain ownership of content you provide, but grant us necessary licenses to provide services.

8. Confidentiality

8.1 Mutual Confidentiality

Both parties agree to maintain confidentiality regarding:

Pricing and contract terms
Technology and integration methods
Client lists and business strategies
Proprietary processes and systems

8.2 Permitted Disclosure

Confidential information may be shared with employees, contractors, and advisors on a need-to-know basis.

8.3 Confidentiality Period

Confidentiality obligations survive termination for two (2) years.

9. Disclaimers and Limitations of Liability

9.1 Service Disclaimer

DEALERCENTIVES PROVIDES SERVICES "AS IS" WITHOUT WARRANTY OF ANY KIND. WE DO NOT GUARANTEE:

Uninterrupted service or error-free performance
Specific business outcomes or results
Accuracy of third-party data or integrations
Compatibility with all systems or platforms

9.2 Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW:

DealerCentives' total liability shall not exceed the total fees paid by you during the preceding 12 months
We are not liable for indirect, incidental, special, consequential, or punitive damages
We are not responsible for delays, interruptions, or losses from third-party services

9.3 Third-Party Dependencies

DealerCentives will notify users of third-party service outages (Chrome Data, OfferLogix, etc.) and work diligently to restore service, but is not liable for third-party failures.

10. SMS Communications

By opting into SMS notifications, you consent to receive:

Transactional alerts and account notifications
Conversational support via automated text messages
Service updates and important announcements

Message frequency varies. Standard messaging and data rates may apply. Reply HELP for assistance and STOP to cancel anytime.

11. Term and Termination

11.1 Term

These Terms remain effective until terminated by either party.

11.2 Termination

Either party may terminate with written notice. DealerCentives may immediately suspend or terminate access for:

Material breach of these Terms
Non-payment of fees
Violation of acceptable use policies
Illegal or fraudulent activity

11.3 Effect of Termination

Upon termination:

Platform access ends immediately
You may continue using previously generated assets
Payment obligations for services rendered remain due
Confidentiality obligations survive

12. Force Majeure

Neither party is liable for delays due to circumstances beyond reasonable control, including natural disasters, government actions, internet failures, or third-party service disruptions. DealerCentives will use best efforts to restore service promptly.

13. General Provisions

13.1 Governing Laws

These Terms are governed by Minnesota law, without regard to conflict of law provisions.

13.2 Dispute Resolution

Disputes shall be resolved through:

Good faith negotiation
Mediation in Minnesota if negotiation fails
Minnesota courts if mediation fails

13.3 Modifications

We may update these Terms from time to time. Material changes will be communicated via email or platform notification. Continued use constitutes acceptance of updated Terms.

13.4 Severability

If any provision is deemed invalid, the remaining provisions remain in full effect.

13.5 Entire Agreement

These Terms, along with any executed Service Agreements, constitute the entire agreement and supersede all prior agreements.

14. Privacy

Your use of the Services is governed by our Privacy Policy, which outlines how we collect, use, and protect your information.

15. Contact Information

Questions about these Terms? Contact us:If you have questions about this policy or our data practices, contact us at:

Email: support@dealercentives.com
Mailing Address: PO BOX 453, St. Cloud, MN 56302
Phone: 866-614-2424

By using DealerCentives, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.