End User License Agreement
Last updated: April 2019
In order to use the software products and applications provided to you by DealerSocket (collectively, the “Software”), you must first agree to the terms and conditions in the End User License Agreement (the “EULA”). You may not use the Software if you do not accept the terms and conditions of the EULA. You can accept the EULA by (1) clicking to accept or agree to the EULA, where this option is made available to you in the user interface for the Software; or (2) by actually using the Software. In this case, you understand and agree that DealerSocket will treat your use of the Software as acceptance of the terms and conditions of the EULA from that point onwards. If any materials are available for downloading, access or other use from the Software with their own license terms, conditions and notices, you will also be subject to such license terms, conditions and notices.
DealerSocket may update the EULA from time to time. You understand and agree that if you use the Software after the date on which the EULA changed, DealerSocket will treat your use as acceptance of the updated EULA.
Subject to your compliance with all of the terms and conditions of the EULA, the current Terms of Service, and any other agreement relating to the Software, DealerSocket grants to you a revocable, non-exclusive, non-assignable, non-sublicensable and non-transferable license to use the Software solely in support of your internal business operations, subject to the usage restrictions, overages, or other limitations contained in the applicable order form, master services agreement, or other agreement, or as otherwise listed in the product descriptions and current Terms of Service available at https://www.dealersocket.com/licensing.
You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law. The Software, and any applications made available through the Software, are licensed, not sold, to you. All rights not expressly granted to you in are reserved by us, or the third-party vendor, as applicable. DealerSocket may make changes to the Software, or any product or service offered by DealerSocket or to the applicable prices, at any time, without notice.
You are solely responsible for keeping your account information (including, without limitation, your user ID and password) confidential, and for any and all activity that occurs through your account as a result of your failing to keep this information confidential. You agree to notify DealerSocket immediately of any unauthorized use of your account, and of any other breach of security. You may be held liable for losses incurred by DealerSocket or any other user of the Software due to someone else using your account as a result of your failing to keep your account information secure and confidential. You may not share your account information with anyone, and may not use anyone else’s account information for the Software at any time. DealerSocket cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SOFTWARE IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED "AS IS" AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND DEALERSOCKET HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE AND ANY SERVICES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY DEALERSOCKET OR ITS AUTHORIZED REPRESENTATIVE CREATES A WARRANTY. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SOFTWARE AND ANY RELATED PRODUCTS. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL DEALERSOCKET BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF DEALERSOCKET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event will DealerSocket’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of $100.00. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
Please note that the use of the Software may be subject to data protection laws or regulations in certain jurisdictions. You are responsible for ensuring that your use of the Software is in accordance with such laws or regulations. You must comply with all U.S. or other export and re-export restrictions that may apply to goods, software (including the Software), technology, and services, and you will not transfer, or encourage, assist, or authorize the transfer of the Software to prohibited countries or regions or otherwise in violation of any such restrictions.
All matters relating to your access to or use of the Software, including all disputes, will be governed by the laws of the State of Texas without regard to any conflict of law provisions, and you hereby irrevocably submit to the non-exclusive jurisdiction of the courts located in the state of Texas and waive any objection to such exclusive jurisdiction or venue. Resolution of all disputes shall be conducted and resolved on an individual basis only, and not on a class-wide, multiple plaintiff, multiple claimant, consolidated or similar basis. You waive any right to participate in any way in a class action lawsuit against us. If DealerSocket takes any legal action against you due to your violation of the EULA, DealerSocket will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to us.
If any court of law, having the jurisdiction to decide on the matter, rules that any provision of the EULA is invalid, then that provision will be removed from the EULA without affecting the rest of the terms. The remaining provisions of the EULA will continue to be valid and enforceable. Failure to enforce the strict performance of any provision of the EULA will not constitute a waiver of DealerSocket’s right to subsequently enforce such provisions or any other provisions of the EULA. No waiver of any provision of the EULA shall be effective unless in writing.
This EULA shall terminate upon your breach of any term contained herein. Upon termination, you shall immediately stop using and destroy all copies of the Software. You may not assign the rights granted under the EULA, in whole or in part and whether by operation of contract, law or otherwise, without DealerSocket’s prior express written consent.
The EULA, the current Terms of Service, and the applicable order form or other agreement governing the Software are the complete and exclusive agreement between you and DealerSocket relating to the Software and supersede any previous or contemporaneous oral or written communications, proposals, and representations with respect to its subject matter. The EULA prevails over any conflicting or additional terms of any purchase order, ordering document, acknowledgement or confirmation or other document.