SERVICE TERMS FOR DEALERCENTER SERVICES

Last Modified: September 18, 2025

The following Service Terms apply only to the specific Services to which the Service Terms relate. In the event of a conflict between the terms of these Service Terms and the General Terms or other agreement with us governing your use of our Services, the terms and conditions of these Service Terms apply, but only to the extent of such conflict. Capitalized terms used herein but not defined herein shall have the meanings set forth in the General Terms.

DealerCenter Dealer Management System (DMS), DealerCenter Customer Relationship Management (CRM), DealerCenter Compliance, DealerCenter Credit Bureaus
1. Gramm-Leach-Bliley Compliance
  1. The Federal Trade Commission has issued standards for safeguarding customer information (16 C.F.R. Parts 314) (the “Safeguards Rule”) pursuant to the GRAMM-LEACH-BLILEY ACT of 1999 (GLBA). This Safeguards Rule requires Subscribers that are regulated by the GLBA to take steps to select and retain service providers that can maintain appropriate safeguards for Customer Information and to bind these providers by contract to implement and maintain such safeguards.
  2. As your service provider, Nowcom agrees that the following terms will apply to Subscribers that are regulated by the GLBA. To allow such Subscriber to meet its obligations under the Safeguards Rule, Nowcom agrees:
    1. To hold all Customer Information (defined below) in strict confidence and not to use or to disclose Customer Information to a non-affiliated third party, except as directed or authorized by Subscriber or an Authorized User. If it becomes necessary to disclose Customer Information to a non-affiliated third party to fulfill Nowcom’s obligations Subscriber without prior direction or authorization of Subscriber or an Authorized User, Nowcom will obtain Subscriber’s written permission before doing so. If Nowcom is required by law to disclose Customer Information to a third party, Nowcom will, to the extent permitted by law, notify Subscriber prior to making the disclosure to provide Subscriber an opportunity to contest the disclosure with the appropriate authorities.
    2. To restrict access to Subscriber’s Customer Information only to Nowcom or its affiliates’ employees, agents, or representatives (“Employees”) who have a need to know the information to perform their jobs;
    3. To implement and maintain an information security program that consists of reasonable administrative, technical, and physical safeguards necessary to ensure Customer Information is safe from loss, theft, unauthorized access, copying, modification, use or disclosure during use, transmission or storage;
    4. To promptly report to Subscriber any actual or suspected breach of the confidentiality or security of any Customer Information along with any information reasonably necessary for Subscriber to determine the nature of the breach;
    5. To allow Subscriber to review and assess Nowcom’s information security program, and, to make requests for reasonable changes to Nowcom’s information security program to ensure Nowcom is capable of maintaining safeguards that are appropriate for the Customer Information at issue;
    6. At Subscriber’s request, to destroy all Customer Information in Nowcom’s possession and certify to Subscriber that Nowcom has done so. Nowcom agrees to destroy Customer Information using commercially reasonable, secure methods accepted by industry standard;
    7. If Nowcom uses third parties to help provide services to Subscriber, to first require those third parties to agree in writing to provide the same protections set forth in this Agreement;
  3. The term Customer Information used in this Section 1.1 is information that belongs to Subscriber which includes “customer information,” as defined in 16 CFR §314.2(b), as well as any information that identifies a consumer and information from which a consumer’s identity can be ascertained, either from the information itself or by combining the information with information from other sources. Examples of Customer Information include the Subscriber’s copy of a consumer’s name, address, social security number, loan numbers, account numbers, loan balances, credit report information, application information, driver’s license number, identification number, etc.
2. California Consumer Privacy Act – Service Provider Compliance
  1. The State of California has enacted the California Consumer Privacy Act (CCPA) providing consumers with certain rights related to the collection and use of their Personal Information (defined below). The CCPA requires Subscribers that are regulated by the CCPA to take steps prevent the transfer of covered Personal Information to Nowcom to be deemed as “sold”, as defined by the CCPA.
  2. As a service provider for Subscriber, Nowcom and Subscriber agree that the following terms will apply to Subscribers that are regulated by the CCPA.
    To allow such Subscriber to meet its obligations under the CCPA:
    1. Subscriber agrees that it will provide notice that information is being used or shared in its terms and conditions consistent with the requirements of the CCPA, as required under Cal Civ Code §1789.140 (t)(2)(C)(i).
    2. Nowcom agrees that it does not further collect, sell, use, retain, or disclose the covered Personal Information except as necessary to perform the specific business purpose of the Service(s) or as otherwise permitted by the CCPA.
    3. Nowcom agrees that it will use commercially reasonable effort to assist such covered Subscribers to meet is obligations under the CCPA with respect to covered Personal Information related to (i) fulfilling any valid deletion requests; and (ii) assisting with valid access requests, including providing a copy of the covered Personal Information held in a Service in a portable and readily usable format.
  3. The term Personal Information used in this Section 1.2 is information that belongs to Subscriber which includes “personal information,” as defined in Cal Civ Code §1798.140(o)(1).
3. Death Master File Notice
  1. Access to the Death Master File as issued by the Social Security Administration requires an entity to have a legitimate fraud prevention interest or a legitimate business purpose pursuant to a law, governmental rule regulation, or fiduciary duty, as such business purposes are interpreted under 15 C.F.R. § 1110.102(a)(1).
  2. The National Technical Information Service has issued the Interim Final Rule for temporary certification permitting access to the Death Master File (“DMF”). Pursuant to Section 203 of the Bipartisan Budget Act of 2013 and 15 C.F.R. § 1110.102, access to the DMF is restricted to only those entities that have a legitimate fraud prevention interest or a legitimate business purpose pursuant to a law, governmental rule regulation, or fiduciary duty, as such business purposes are interpreted under 15 C.F.R. § 1110.102(a)(1). As many Nowcom Services contain information from the DMF, Nowcom would like to remind you of your continued obligation to restrict your use of deceased flags or other indicia within the Services to legitimate fraud prevention or business purposes in compliance with applicable laws, rules and regulations and consistent with your applicable Fair Credit Reporting Act (15 U.S.C. §1681 et seq.) or Gramm-Leach-Bliley Act (15 U.S.C. § 6801 et seq.) use. Your continued use of the Services affirms your commitment to comply with these terms and all applicable laws.
  3. You acknowledge you will not take any adverse action against any consumer without further investigation to verify the information from the deceased flags or other indicia within the Services.
4. Legal Compliance
  1. Subscriber acknowledges that Nowcom’s personnel are not financial experts, attorneys, accountants, or experts on the applicable laws of any state. Nowcom personnel may consult with Subscriber and/or Authorized Users and provide recommendations and assistance, but Subscriber is solely responsible for compliance with any applicable laws, regulations, and professional standards. This includes, without limitation, whether it is legal or appropriate, under the laws and regulations that govern Subscriber or sound business practice to:
    1. use any interest rate, tax rate, calculation, formula, pricing, disclosure, description, discount, advertising method and content, (collectively “Business Practices”), or
    2. use any form documents, such as window stickers, disclosures, warranties, contracts, credit applications, tax documents or vehicle registration forms provided by Nowcom for use in connection with the Service (“Forms”), whether generic, standard Forms, Third-Party Content Forms, or Forms that have been customized by Nowcom and/or Subscriber for Subscriber’s use.
      Nowcom provides Business Practice consultation and Forms as a convenience to customers but Subscriber is responsible for determining whether it is legal or appropriate to use any Business Practice or Form in Subscriber’s business, in unmodified or modified form. Nowcom is NOT liable for any claims whatsoever by Subscriber or any third party arising out of or related to the content or use of any Form or for following any recommendations on Business Practices. THE FINAL DECISION ABOUT ANY ASPECT OF SUBSCRIBER’S BUSINESS, INCLUDING WITHOUT LIMITATION COMPLIANCE WITH LAWS IN CONNECTION WITH SUBSCRIBER’S USE OF THE FORMS AND BUSINESS PRACTICES AND USE OF THE SERVICE, IS THE SOLE AND EXCLUSIVE RESPONSIBILITY OF SUBSCRIBER.
DealerCenter Deal
1. Buy Program Consent for Sharing and Use of Information
  1. We have made it easier for you to obtain more accurate terms for financing offers when running the Buy Program (defined below), but this requires that we share your Customer Information with one or more non-affiliated third parties. This sharing of information occurs when you have selected Westlake or Western Funding from the list of lenders on a deal within DealerCenter. If you do not have a relationship with Westlake or Western Funding or have not selected either of those lenders in DealerCenter, then the sharing described in this Section 2.1 will not occur.
  2. With your written permission and at no cost to you, prior to running the Buy Program, we may send your Customer Information to non-affiliated third parties in order to provide an automated assessment of the customer, including assessing potential fraud issues based on your Customer Information. The assessment returned by these third parties will be included in the criteria evaluated by the Buy Program for the purpose of determining the documentation requirements for a financing offer, or for the terms of the offer. The names of the third parties with which data will be shared shall be displayed in DealerCenter prior to the first time the data is shared, providing the Authorized User the opportunity to agree or decline on your behalf.
  3. Subscriber agrees that:
    1. it is providing written permission directing Nowcom to send its Customer Information to non-affiliated third parties in order to provide a more accurate assessment of the terms of the financing offer provided through the Buy Program;
    2. it authorizes any user in its account with security rights to run credit reports to grant or deny permission to Nowcom to share Customer Information;
    3. The direct result of the assessment will not be available to view or use and will be incorporated into the data evaluated by the Buy Program to return the terms of the financing offer, and all costs associated with the assessment are covered by the lender;
    4. Nowcom is not responsible for any services provided by third parties or the accuracy or availability of the data they provide;
    5. this information sharing consent will remain in effect until revoked or modified by either party;
    6. it will keep a copy of this Consent for Sharing and Use of Information for its own records.
  4. Subscriber may discontinue this information sharing at any time by not selecting Westlake or Western Funding from within DealerCenter or may revoke or modify this information sharing consent at any time by contacting your DealerCenter support representative at 888-669-2669 or [email protected].
  5. The term Buy Program as used in this Section 2.1 refers to the automated deal structure screening calculations provided by Westlake Services, LLC D/B/A Westlake Financial Services (“Westlake”) and/or Western Funding, Inc. (“Western Funding”) and accessible via DealerCenter.
  6. The term Customer Information as used in this Section 2.1 has the same meaning as this Section 1.1.
DealerCenter CRM
1. Telephone calls, Text Messaging, Email Messages and Call Recording
  1. Subscribers electing the CRM Service have the capability of using the Service for communicating via telephone, text messaging (SMS/MMS) and e-mail messaging, including recording such telephone calls, and directing text and email messages to send to selected recipients. Subscriber hereby warrants and represents that Subscriber, and Subscriber’s employees and agents, shall comply with any and all anti-spam and telemarketing laws and regulations including, without limitation, the CAN-SPAM Act and the Telephone Consumer Protection Act (TCPA), and any laws and regulations related to recording audio conversations. Subscriber agrees to obtain any necessary consent and to give any necessary notice of such audio recording to all relevant personnel.
Dealer Websites
1. Accessibility
  1. The Dealer Website Service consists of a public facing website with content administration functions whereby Subscriber and Authorized Users may change website content. Therefore, Nowcom cannot guarantee or ensure that the use of our Service is compliant with all accessibility laws and worldwide regulations. You are responsible for reviewing and complying with federal, state and local legislation applicable to you or to your Dealer Website visitors.
  2. In addition and notwithstanding anything to the contrary in this Agreement, (i) in no event will Nowcom, any of its affiliates or any of their respective directors, officers, shareholders, employees, vendors, and agents (collectively, the “Nowcom Parties“), be liable for any damages (whether direct or otherwise) or subject to any indemnification, hold harmless or defense obligations arising out of, relating to or resulting from any third party claim alleging that any website, tool or application subject to any Nowcom offering is not compliant with any laws, regulations, guidelines or standards relating to accessibility, including without limitation the Americans with Disabilities Act, the Unruh Civil Rights Act, the Rehabilitation Act or any web content accessibility guidelines (“Accessibility Claim”) and (ii) Subscriber covenants not to bring or assert any claim against Nowcom or the Nowcom Parties relating to such Accessibility Claim. If the Subscriber or any parent or affiliate receives any communication, or as a defendant is served with a complaint, alleging an Accessibility Claim, Subscriber will promptly provide Nowcom with a copy of such communication or complaint. In connection with any Accessibility Claim, none of the Subscriber or any parent or affiliate or employee of any such entity or person will refer to Nowcom, the Nowcom Parties, or the services performed by Nowcom without Nowcom having an opportunity to review and comment upon such reference.
2. Subscriber’s Affirmative Covenants
  1. Subscriber agrees to:
    1. fully comply with all applicable laws and any other contractual terms which govern your use of the Services (and any related interaction or transaction), including those specific laws applicable to you or your Authorized Users in any of your geographical locations;
    2. be solely responsible and liable with respect to any of the uses of the Services which occur under its Account, and for any of the Customer Data (including for any consequences of accessing, importing, uploading, copying, using or publishing such Content on or with respect to the Services);
3. Subscriber’s Negative Covenants
  1. Subscriber agrees not to:
    1. submit, transmit or display any Customer Data, or use Service Data in a context, which may be deemed as defamatory, libelous, obscene, harassing, threatening, incendiary, abusive, racist, offensive, deceptive or fraudulent, encouraging criminal or harmful conduct, or which otherwise violates the rights of Nowcom or any third party (including any intellectual property rights, privacy rights, contractual or fiduciary rights), or otherwise shows any person, entity or brand in a bad or disparaging light, without their prior explicit approval;
    2. use any illegal action to collect login data and/or passwords for other websites, third parties, software, or services;
    3. phish, collect, upload, or otherwise make available credit card information or other forms of financial data used for collecting payments, unless done in accordance with any applicable law, including, with the PCI-DSS standard, when applicable;
    4. upload, insert, collect, or otherwise make available within the Dealer Website or the Services (or any part thereof), any malicious, unlawful, defamatory, or obscene Content;
    5. publish and/or make any use of the Services or Service Content on any website, media, network or system other than those provided by Nowcom, and/or frame, “deep link”, “page scrape”, mirror and/or create a browser or border environment around any of the Services or Service Content, except as expressly permitted by Nowcom, in advance and in writing;
    6. upload to the Service or otherwise use them to design, develop, distribute and/or otherwise transmit or execute, any virus, worm, Trojan Horse, time bomb, web bug, spyware, malware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component;
Buy Here Pay Here
1. Additional Disclaimers
  1. Subscriber understands and agrees that Nowcom shall bear no risk with respect to Subscriber’s sales, products or services, including the making of loans and/or leases, without limitation, or any risk associated with Subscriber’s failure to register with the appropriate governmental agencies or obtaining the appropriate licenses to conduct business, including charging and calculation of interest and finance charges, or any other regulatory requirements.
  2. Nowcom provides software products to customers that operate in many different regulated areas. Nowcom is not responsible and does not assume any obligations for any regulatory compliance or disclosures required of Subscriber or Authorized Users. The Service’s loan servicing feature has many features that allow you to manipulate loans, such as setting and changing the payment schedule and amounts, overriding Reg Z disclosures, changing due dates and tax amounts, adding fees and penalties, applying a payment deferral, modifying loan terms, selling accounts to third parties, and charge offs. It is SOLELY Subscriber’s responsibility and liability to ensure that its operations comply with law and regulation and that its disclosures are complete and accurate.
Adverse Action Services
1. Nowcom may generate, on Subscriber’s behalf, adverse-action letters to be transmitted to credit applicants (the “Adverse Action Services”). Subscriber acknowledges and agrees that all such Adverse Action Services are provided on Subscriber’s behalf and that Nowcom assumes no responsibility or liability whatsoever with respect to the provision or content of adverse-action letters or Subscriber’s compliance with the FCRA and all other applicable rules and regulations.
AutoCheck® Services
1. The following terms shall be applicable to all Subscribers electing to use AutoCheck Services (defined below):
  1. AutoCheck Services. Nowcom shall provide Subscriber with access to and use of vehicle information compiled by VIN derived from vehicle title, registration, service, accident, and other records to identify vehicle history, title brands, odometer readings, potential odometer discrepancies and other information as may be permitted by law or contract (“AutoCheck Services”). Subscriber shall only use the AutoCheck Services for evaluating vehicles for acquisition or marketing vehicles to potential consumer or wholesale buyers. Subscriber shall not resell the AutoCheck Services to any third party. Subscriber shall not represent that Nowcom or Experian warrants or otherwise certifies the quality or condition of any vehicle and Subscriber will not use the Experian or AutoCheck name or this relationship to make such a representation to its customers. Subscriber must have a commercially reasonable Internet security system, which Experian may review and audit in its discretion. Subscriber must not use the AutoCheck Services for any Fair Credit Reporting Act (15 U.S.C. 1681 et seq.) purpose such as credit extension, insurance, employment or other purposes under Section 604 of the FCRA. Subscriber may not use the AutoCheck Services to evaluate creditworthiness.
  2. AutoCheck Fast Link. Nowcom shall make available vehicle history reports for those VINs in Subscriber’s used vehicle inventory to those online classified vehicle listing services with which both Subscriber maintains a listing relationship and at whose websites Experian maintains AutoCheck vehicle history report integration (“AutoCheck Fast Link”). Nowcom shall enable AutoCheck Fast Link unless Subscriber elects to disable this feature upon written notice. Subscriber acknowledges that the Fees shall apply when an AutoCheck vehicle history report is appended to a vehicle listed on an online vehicle listing website.
  3. Warranties. Nowcom warrants to Subscriber that Nowcom will use commercially reasonable efforts to deliver the AutoCheck Services in a timely manner. Nowcom compiles vehicle history reports from extensive, multiple sources in an effort to report on the history of the life of a vehicle relative to its VIN. Because it is not always possible for Nowcom to obtain complete discrepancy information on all vehicles, there may be other title brands, odometer readings or discrepancies that apply to a vehicle that are not reflected on that vehicle’s report. Nowcom searches data from additional sources where possible, but all discrepancies may not be reflected on the Report. These reports are based on information supplied by external sources believed to be reliable, BUT NO RESPONSIBILITY IS ASSUMED BY NOWCOM OR ITS AGENTS FOR ERRORS, INACCURACIES OR OMISSIONS. THE REPORTS ARE PROVIDED STRICTLY ON AN “AS IS WHERE IS” BASIS, AND NOWCOM FURTHER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE REGARDING THIS REPORT.
  4. Audit. Upon reasonable prior written notice, Nowcom and its service provider shall have the right to audit Subscriber’s use of the AutoCheck Services to assure compliance with the terms of the Agreement and these Terms of Use. Subscriber will be responsible for cooperating in connection with such audits and will provide or obtain for the auditing party access to such properties, records and personnel such party may reasonably require for such purpose.
Reynolds Forms
1. Reynolds Forms Service
  The following terms shall be applicable to all Subscribers electing to use Reynolds Forms documentation services.
  “Reynolds Forms” are forms designed by The Reynolds and Reynolds Company, which may or may not be branded with LAW®, Bankers Systems®, another Reynolds Mark, or a Third Party’s Mark used by Reynolds, and are used in the execution of a Vehicle or Goods and Services purchase, finance, or lease. The electronic (.pdf) versions of the Reynolds Forms are provided as Products under the applicable Distribution and License Agreement.
  1. License and Usage Restrictions
    1. Subscriber receives only a limited, non-exclusive, non-transferable license to use the Reynolds Forms solely through the Service and in accordance with this Agreement.
    2. Subscriber shall not grant access to the Reynolds Forms to anyone other than authorized employees of Subscriber.
    3. The Reynolds Forms may only be completed and used through the Service.
    4. The Reynolds Forms may not be downloaded, uploaded, printed, or otherwise stored, reproduced, copied, distributed, or used outside the Service, except for photocopying, downloading, or printing of completed Forms as permitted herein.
    5. Except for photocopying, downloading, or printing of completed Forms, Subscriber shall not use, reproduce, copy, distribute, create derivative works, disassemble, decompile, reverse engineer, or otherwise modify any of the Reynolds Forms except through the Service.
    6. Subscriber shall not transfer, lend, lease, sublicense, sell, or otherwise provide the Reynolds Forms to any third party.
  2. Intellectual Property and Ownership
    1. Subscriber acknowledges that Reynolds and Reynolds’ third party licensors shall retain all right, title and interest in and to the Reynolds Forms. Subscriber shall have no rights in and to the Reynolds Forms except to the extent expressly and specifically licensed to Subscriber under this Agreement.
    2. Subscriber shall not remove or obscure any copyright, trademark, service mark, patent, or other intellectual property notices by Reynolds or its vendors that appear in or on the Reynolds Forms or any related documentation.
    3. Subscriber shall not, directly or indirectly, contest or challenge the ownership or validity of any intellectual property rights, in whole or in-part, as licensed by Reynolds herein.
  3. Transaction Fees and Reporting
    1. Subscriber shall be charged a document fee for every Transaction.
    2. For purposes of these terms, “Transaction” shall mean a retail installment sales transaction or goods and services transaction in which the Reynolds Forms are prepared through the Service, consistent with the definition in the Distribution and License Agreement.
    3. Subscriber agrees to provide accurate Transaction reporting as required by Reynolds and this Agreement.
  4. Warranties and Disclaimers
    1. THE REYNOLDS FORMS ARE PROVIDED “AS IS” AND NOWCOM, REYNOLDS, AND THEIR RESPECTIVE LICENSORS MAKE NO WARRANTY, EXPRESS, IMPLIED, BY DESCRIPTION, BY SAMPLE OR OTHERWISE, AND IN PARTICULAR WITHOUT LIMITATION, MAKE NO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
    2. NOWCOM, REYNOLDS, AND THEIR RESPECTIVE LICENSORS DO NOT EXPRESSLY WARRANT OR GUARANTEE THE UTILITY OR LEGALITY OF ANY OF THE REYNOLDS FORMS PROVIDED. SUBSCRIBER MUST MAKE ITS OWN INDEPENDENT DETERMINATION REGARDING THE UTILITY AND LEGALITY OF EACH OF THE REYNOLDS FORMS.
    3. ALL LICENSORS AND PROVIDERS DISCLAIM ALL WARRANTIES, INCLUDING (WITHOUT LIMITATION) ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Black Book® National Auto Research Database
1. The following terms shall be applicable to all Subscribers electing to use or Subscribe to the Black Book® National Auto Research Database Service (the “Database” for the purposes of this section).
  1. Subscriber shall comply with all of the following terms of use of the Database as a condition of accessing the Database:
    1. Subscriber acknowledges that the Database and the Black Book® logo are protected by Copyright © 2007 Hearst Business Media Corp. ALL RIGHTS RESERVED. Black Book® is a registered trademark of Hearst Business Corporation (“Licensor”). REPRODUCTION OF THE TRADE NAME AND OR CONTENTS OF THE DATABASE IN WHOLE OR IN PART, IN ANY FORM BY ELECTRONIC OR MECHANICAL MEANS INCLUDING INFORMATION STORAGE AND RETRIEVAL SYSTEMS IS STRICTLY PROHIBITED. THE DATABASE IS PROVIDED “AS IS” AND NOWCOM AND ITS LICENSOR MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE ACCURACY OF THE DATA FROM WHICH THE DATABASE IS COMPILED, THAT THE DATABASE IS FREE FROM ERRORS AND OMISSIONS, AND THE MERCHANTABILITY AND FITNESS OF THE DATABASE FOR A PARTICULAR PURPOSE OR USE OR THE PERFORMANCE OR RESULTS OBTAINED BY USING THE DATABASE. NATIONAL AUTO RESEARCH HAS BEEN DILIGENT IN PROVIDING ACCURATE AND COMPLETE INFORMATION, HOWEVER, THE DATABASE IS PROVIDED “AS IS” AND NATIONAL AUTO RESEARCH PROVIDES NO WARRANTIES EXPRESS OR IMPLIED.
    2. Subscriber shall not, and shall not allow others to, directly or indirectly (i) disassemble, decompile, reverse engineer or otherwise modify or alter, enhance, customize the Database (i.e. either by addition, deletion, augmentation, change or otherwise); (ii) copy or reproduce in any form or medium all or any part of the Database; (iii) create any derivative work from, or adaptation of the Database; (iv) assign, transfer, market, lease, license, sell, or otherwise publish, communicate, distribute or display to third parties or utilize in any form or medium all or any part of the Database; (v) create any vehicle valuation guides, directories or services, in whole or part on the data from the Database; (vi) download the Database to PCs or any other computer or electronic device, store the Database in a retrieval system; (vii) establish a network for use of the Database, provide database services to any third party, or (viii) transmit, in any form, or by any means, electronic, mechanical, photocopying, recording, or otherwise, in whole or in part, the Database and associated user documentation consisting of a record layout.
    3. Nowcom hereby grants Subscriber a personal, non-transferable and non-exclusive limited license to use the Solution consisting of a compilation of various modules of the Solution combined with NAR’s proprietary database consisting of fifteen model years of information relating to the vehicle identification number, model year, make, model, series and body style, universal vehicle code, engine descriptions, extra clean, clean, average and rough retail value, loan value, MSRP and extra clean, clean, average and rough wholesale United States pricing information for used cars, vans and light trucks (the “Database”) and further grants to Subscriber a personal, nontransferable and nonexclusive limited sublicense to use the Database within the Solution under a license granted by National Auto Research Division, Hearst Business Media Corporation’s (“NAR”) to Subscriber. NAR is a third party beneficiary under this Agreement and may enforce its rights hereunder directly against Subscriber, which shall be governed by the laws of the State of New York without giving effect to any principles of conflict of laws and subject to the jurisdiction and venue of the State and Federal courts located in New York.
    4. Subscriber is only authorized to use the Database to access the Database within the Solution for the purpose of retrieving values on a vehicle by vehicle look-up basis or on a multiple vehicle basis as a batch process for its own internal inventory analysis purposes for inventory valuation and inventory management processes for those vehicles within its used car inventory.
    5. Subscriber agrees that NAR owns all rights, title and interest in and to the Database, and any derivative works thereof, including but not limited to all literary property rights, copyrights, trademarks, trade secrets, trade names or service marks, including goodwill and all rights, title and that all rights, title and interest shall remain with NAR and use of the Database by Subscriber or any information therein by any person or firm other than Subscriber’s or its employees (on a need to know basis) is prohibited by NAR. Subscriber shall keep confidential the Database or any information therein and use its best efforts to prevent and protect the contents of the Database from unauthorized disclosure, copying or use. The Database is protected by copyright, registered U.S. Patent Office Reg. No. 767893.
    6. ALTHOUGH NAR MAY COMPILE THE DATABASE CONTAINED WITHIN THE SOLUTION, NAR DOES NOT WARRANT THE SOLUTION OR THE CONTENTS THEREIN. THEREFORE, THE DATABASE IS PROVIDED “AS IS” AND NAR MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE ACCURACY OF THE DATA FROM WHICH THE DATABASE IS COMPILED, THAT THE DATABASE IS FREE FROM ERRORS AND OMISSIONS, THE MERCHANTABILITY AND FITNESS OF THE DATABASE FOR A PARTICULAR PURPOSE, OR USE, OR PERFORMANCE OR RESULTS OBTAINED BY USING THE DATABASE WITHIN THE SOLUTION. UNDER NO CIRCUMSTANCES SHALL NAR BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR CHARACTER INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, ALL OTHER COMMERCIAL DAMAGES OR LOSSES IN CONNECTION WITH THE DATABASE. NAR EXPRESSLY DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED WITH RESPECT TO THE SOLUTION, AND SHALL HAVE NO LIABILITY WHATSOEVER WITH RESPECT THERETO.
    7. Subscriber’s obligations concerning misuse and confidentiality of the Database and NAR’s right of action or claim against Subscriber for any breach thereof shall survive the termination of this Agreement. Failure of NAR at any time or times to enforce its rights under this Agreement shall in no manner affect its rights at a later time to enforce the same.
CarZing Listing Program
1. The following terms shall be applicable to all Subscribers (hereafter “Dealer”) participating in the Carzing Vehicle Listing and Prequalification Program (hereafter “Carzing Listing Program”).
  1. Carzing Listing Program. Under the Carzing Listing Program, Nowcom may create and/or display Dealer’s vehicle listings and other advertisements on the websites and/or other media platforms controlled by Nowcom, its affiliates, partners, or third parties (“Advertising Platforms”), and Nowcom will provide the functionality to prequalify potential customers for financing based on finance qualification criteria provided and/or approved by the Dealer (“Prequalify Functionality”). Dealer shall pay a participation fee to Nowcom in accordance with the Confirmation of Services. The Carzing Listing Program will operate as follows:
    1. Dealer will submit to Nowcom Dealer’s available for-sale vehicle inventory data to be advertised by Nowcom, including photos and all industry-standard vehicle information, either via a periodic, mutually agreed data feed, updated at least daily, or through management in the DealerCenter DMS platform, hereinafter “Dealer Content”.
    2. Nowcom will, pursuant to the advertiser relationship described in this Agreement, make available and list Dealer’s vehicle inventory and other information for viewing by potential customers on Advertising Platforms. Nowcom, its affiliates, or third-party operators of Advertising Platforms may highlight certain Dealers and give enhanced placement of certain Dealer’s inventory on Advertising Platforms, depending, in part, on the level of a Dealer’s participation and performance under the Carzing Listing Program and other considerations. Nothing shall require Nowcom to highlight or provide enhanced placement to any Dealer, and all such determinations will be made at the sole discretion of Nowcom.
    3. Nowcom may direct customers to the Dealer by (1) providing the name and address of the Dealer to customers with interest in purchasing a vehicle or vehicles; and/or (2) providing the phone number (or forwarding calls), email address, website address, or other contact details of the Dealer to the customers viewing the Advertiser Platforms; and/or (3) providing customers’ information to Dealer, which information may include one or more of the following: customer name, phone number(s), email address(es), information identifying the vehicle(s) of interest, and other relevant information in the format and method as Nowcom may determine in its sole discretion (together, “Lead”). Upon request, Dealer will promptly confirm Dealer’s contact information for the receipt of Leads.
    4. Nowcom will determine, from time to time and in its sole discretion, the eligibility requirements for the Carzing Listing Program and may decline to accept any Dealer that does not meet its requirements. Nowcom will continuously evaluate Dealer’s performance participating in the Carzing Listing Program, including but not limited to: conversion rate, responsiveness, customer satisfaction, and any other criteria determined from time to time by Nowcom. Dealer shall provide Nowcom with access to Dealer’s sales data with regards to any and all Leads provided by Nowcom for use for (i) consumer, vehicle and industry research and reference, including evaluation of Lead performance, and (ii) market analysis data.
  2. Dealer Content and Obligations
    1. Pursuant to the Carzing Listing Program, Dealer is providing data to Nowcom. Accordingly, Dealer hereby grants to Nowcom, and its service providers, a perpetual, transferable, sub-licensable, non-exclusive, and paid-up license to display, transmit, broadcast, access, edit, reformat, store, distribute, use, copy, prepare derivative works of, and otherwise use Dealer Content on Advertising Platforms. Dealer, or its vendor, will electronically send to Nowcom an inventory data file on a regular basis. If Dealer does not provide an inventory data file to Nowcom, Dealer authorizes Nowcom to obtain Dealer’s inventory from a third-party source and/or directly from Dealer’s publicly available inventory listings. Nowcom will make commercially reasonable efforts to display Dealer Content in the standard format displayed to consumers searching for a specified vehicle. For purposes of this section, “Dealer Content” means all content and materials provided by or made available for access by Nowcom, including vehicle and vehicle inventory data (including make, model, VIN, mileage, price), vehicle descriptions, logos, trademarks, branding, advertising text, photographs, images, dealer management system (“DMS”) information, banner ads, links, and contact information. Nothing herein shall grant any ownership to Dealer of any rights in any portion of the Advertising Platforms, or in any materials or content provided by Nowcom as part of the Carzing Listing Program.
    2. Dealer Content will satisfy all requirements in effect under the Carzing Listing Program, as Nowcom may specify from time to time. Nowcom is not responsible for screening and/or monitoring any of the Dealer Content, provided however, that Nowcom may edit, remove, and/or reject any Dealer Content or a portion of Dealer Content in its sole discretion, including content that Nowcom determines to be inappropriate or a potential violation of law. Nowcom shall have the right to position and display Dealer Content on Advertising Platforms as it determines in its discretion. Nowcom makes no representations or warranties regarding internet traffic or the number of views, and assumes no obligation to monitor Dealer Content.
    3. Dealer represents and warrants that Dealer Content and any other content provided by Dealer for advertising or publication by Nowcom will comply with all applicable federal, state and local laws, rules and regulations, including without limitation, all federal and state advertising rules, regulations, and laws; all consumer protection laws, the Federal Truth in Lending Act/Regulation Z, the Fair Credit Reporting Act, the Gramm-Leach-Bliley Act, 12 U.S.C. § 5531 (which prohibits unfair, deceptive, or abusive acts or practices and is commonly known as “UDAAP”), Federal Trade Commission Act (commonly known as “UDAP”), the Federal Equal Credit Opportunity Act/Regulation B, and all applicable state motor vehicle installment sales acts, credit codes or similar laws. Specifically, in its preparation of Dealer Content and any other content provided by Dealer for advertising or publication by Nowcom, Dealer will provide all disclosures to prospective buyers required by law or regulation in connection with a sale of a motor vehicle, and Dealer Content will not infringe the intellectual property rights of any third party.
    4. Nowcom assumes no liability for any Dealer Content and for any of Dealer’s content and language related to Dealer’s inventory posted by Dealer on Advertising Platforms.
    5. For all customers provided as Leads, Dealer will provide to all prospective purchasers for whom a credit application was submitted, all notices required by applicable law, including, but not limited to, adverse action notices and risk-based pricing notices that may be required under the ECOA, the FCRA, and the rules promulgated under the FCRA.
  3. Nowcom Customer Information
    1. Dealer expressly understands and acknowledges that any customer information disclosed by Nowcom to Dealer includes “non-public personal information” (“NPPI”), as such term is defined in the Gramm-Leach-Bliley Act, any state privacy and information security statutes, any federal and state privacy and information security regulations, as applicable (including 16 CFR Part 314, and 12 CFR Parts 332, 364 and 1016), and any successor statutes and regulations to the foregoing (the “Privacy Act and Regulations”), the disclosure of which to Dealer hereunder constitutes a disclosure to a “nonaffiliated third party” under an exception to certain restrictions on such disclosures contained in the Privacy Act and Regulations. Except as expressly requested in writing to Dealer by customer, Dealer shall not use or disclose the NPPI it receives for purposes other than those necessary in conjunction with the customer’s interest in purchasing a vehicle.
    2. Dealer represents and warrants that in the performance of this Agreement and use of the Leads, Dealer will comply with all applicable federal, state, and local laws and regulations including, without limitation, the Gramm-Leach-Bliley Act and any other federal or state legislation governing the collection, use, disclosure and protection of NPPI. Dealer will be solely responsible for any violations of law with respect to Dealer’s use of customer’s NPPI.
    3. Dealer will implement and will continue to maintain appropriate safeguards for the NPPI that it receives from Nowcom: (i) to ensure the security and confidentiality of NPPI; (ii) to protect against any anticipated threats or hazards to the security or integrity of NPPI; and (iii) to protect against unauthorized access to or use of NPPI. Dealer agrees to immediately notify Nowcom in the event that Dealer reasonably suspects that NPPI has been or may have been subject to unauthorized internal or external access. Dealer shall cooperate with Nowcom in complying with any federal or state law or regulation requiring Nowcom or Dealer to provide notice to a person that a suspected breach or compromise of such person’s personal information, as supplied to Dealer, has occurred or is believed to have occurred. NPPI shall not need to be expressly identified or marked as “confidential information” to be considered confidential information under this Agreement.
  4. Nowcom does not guarantee any minimum number of Leads or any sales as a result of Dealer’s participation in the Carzing Listing Program. Nowcom shall not be under any obligation to direct any customers to any Dealer or provide customer information to a Dealer, and Dealer shall not be obligated to sell any vehicle to a customer or finance the purchase through a specific lender.
  5. Nowcom reserves the right (but shall not have the obligation) to add, remove, update or modify features, deliverables, and products of the Carzing Listing Program, including but not limited to, eligibility and participation, as well as any other product or service offered by Nowcom and through the Advertising Platforms without notification to Dealer.
  6. NOWCOM HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE FOR ANY DEALER CONTENT DISPLAYED ON ADVERTISING PLATFORMS. DEALER’S USE OF THE ADVERTISING PLATFORMS, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE ADVERTISING PLATFORMS OR THE CARZING LISTING PROGRAM IS AT DEALER’S OWN RISK. THE ADVERTSING PLATFORMS AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE ADVERTISING PLATFORMS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND NEITHER NOWCOM NOR ITS AFFILATES OR VENDORS WILL BE RESPONSIBLE FOR ANY LOST PROFITS OR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, ARISING FROM OR IN CONNECTION WITH THE CARZING LISTING PROGRAM. WITHOUT LIMITING THE FOREGOING, NEITHER NOWCOM NOR ANYONE ASSOCIATED NOWCOM REPRESENTS OR WARRANTS THAT THE ADVERTISING PLATFORMS, THEIR CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE ADVERTISING PLATFORMS WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE ADVERTISING PLATFORMS OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE ADVERTISING PLATFORMS, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE ADVERTISING PLATFORMS, WILL OTHERWISE MEET DEALER’S NEEDS OR EXPECTATIONS. NOWCOM WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT A DEALER’S COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO DEALER’S USE OF OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE CARZING LISTING PROGRAM OR THE ADVERTISING PLATFORMS.
  7. All intellectual property relating to the Carzing Listing Program and the Advertising Platforms, including, but not limited to, patents, design rights, copyrights, trademarks, service marks, database rights, trade secrets, know-how and all derivative works thereof, including, but not limited to, future enhancements and modifications thereof (collectively, the “Intellectual Property”), is and will remain the property of Nowcom. Dealer acknowledges that its participation in the Carzing Listing Program does not constitute a “work made for hire.” Dealer shall not take any action that jeopardizes, limits or interferes with Nowcom’s ownership of and/or right to use the Intellectual Property.
  8. Dealer’s vehicle inventory shall be displayed by Nowcom on the Advertising Platforms. Dealer may discontinue participation in the Carzing Listing Program by providing notice to Nowcom, via e-mail, to the following address: [email protected], of Dealer’s intent to no longer participate in the Carzing Listing Program.
Kelley Blue Book® Database
1. Nowcom allows Subscriber to subscribe to the Kelley Blue Book Co., Inc. (“Kelley”) database service (the “Database”).
  1. Subscriber shall comply with all of the following terms of use of the Database as a condition of accessing the Database:
    1. Subscriber acknowledges that the trade names, trademarks and service marks “Kelley Blue Book,” “Blue Book,” “Bluebook,” (collectively, the “Kelley Marks”) and the Kelley Blue Book seal are the exclusive property of Kelley and shall be considered and treated by Subscriber as the proprietary information of Kelley (the “Kelley Proprietary Information”). With the exception of the Subscriber’s use of the Database through the Solution in accordance with this Agreement, Subscriber shall not, directly or indirectly, disclose, sell or otherwise transfer or exploit Kelley Proprietary Information, or any portion thereof, to any other person or entity or allow any other person or entity to use the Kelley Proprietary Information, or any portion thereof, without the prior written consent of Kelley, which may be withheld in Kelley’s sole discretion. Subscriber acknowledges and agrees that Kelley is the owner of the Kelley Marks and the Kelley Proprietary Information and Subscriber agrees that it has no right, title, or interest in any of the Kelley Marks and the Kelley Proprietary Information.
    2. Nowcom hereby grants Subscriber a personal, non-transferable and non-exclusive limited license to use the Solution consisting of a compilation of various modules of the Solution combined with the Database and the Kelley Proprietary Information and further grants to Subscriber a personal, nontransferable and on exclusive limited sublicense to use the Database and the Kelley Proprietary Information within the Solution under a license granted by Kelley to Subscriber. Subscriber is only authorized to use the Database to access the Database within the Solution for the purpose of retrieving values on a vehicle for its own internal inventory analysis purposes for inventory valuation and inventory management processes for those vehicles within it’s used car inventory. Subscriber agrees that Kelley owns all rights, title and interest in and to the Database, and any derivative works thereof, including but not limited to all literary property rights, copyrights, trademarks, trade secrets, tradenames or service marks, including goodwill and all rights, title and that all rights, title and interest shall remain with Kelley and use of the Database by Subscriber or any information therein by any person or firm other than Subscriber’s or its employees (on a need to know basis) is prohibited by Kelley. Subscriber shall keep confidential the Database or any information therein and use its best efforts to prevent and protect the contents of the Database from unauthorized disclosure, copying or use.
    3. ALTHOUGH KELLEY MAY COMPILE THE DATABASE CONTAINED WITHIN THE SOLUTION, KELLEY DOES NOT WARRANT THE SOLUTION OR THE CONTENTS THEREIN. THEREFORE, THE DATABASE IS PROVIDED “AS IS” AND KELLEY MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE ACCURACY OF THE DATA FROM WHICH THE DATABASE IS COMPILED, THAT THE DATABASE IS FREE FROM ERRORS AND OMISSIONS, THE MERCHANTABILITY AND FITNESS OF THE DATABASE FOR A PARTICULAR PURPOSE, OR USE, OR PERFORMANCE OR RESULTS OBTAINED BY USING THE DATABASE WITHIN THE SOLUTION. UNDER NO CIRCUMSTANCES SHALL KELLEY BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR CHARACTER INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, ALL OTHER COMMERCIAL DAMAGES OR LOSSES IN CONNECTION WITH THE DATABASE. KELLEY EXPRESSLY DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED WITH RESPECT TO THE SOLUTION, AND SHALL HAVE NO LIABILITY WHATSOEVER WITH RESPECT THERETO.
    4. Subscriber’s obligations concerning misuse and confidentiality of the Database and Kelley’s right of action or claim against Subscriber for any breach thereof shall survive the termination of this Agreement. Failure of Kelley at any time or times to enforce its rights under this Agreement shall in no manner affect its rights at a later time to enforce the same.
NADA e-Valuator®
1. The following terms shall be applicable to all Subscribers electing to subscribe use the NADA e-Valuator® database (the “NADA Database”):
  1. With respect to Services incorporating the NADA e-Valuator® (hereinafter, the “NADA Program”), Subscriber agrees as follows:
    1. Subscriber acknowledges that the right to use the NADA Program shall not permit Subscriber to market, license or utilize the NADA Program separate from or independent of the Agreement.
    2. Subscriber agrees to not disassemble, decompile, reverse engineer or otherwise modify or alter the NADA Program.
    3. Subscriber agrees that the NADA Database shall not be used as a data source from which a new valuation data base or valuation system may be created, and that vehicles will be valued individually as needed.
    4. Subscriber shall not reproduce, store in a retrieval system or transmit, in any form or by any means, electronic, mechanical, photocopying, recording, or otherwise, any vehicle valuation information contained in the N.A.D.A. Official Used Care Guide® (hereinafter, the “NADA Values”) without the prior written consent of Nowcom and NADA Services Corporation (“NADA”).
    5. Subscriber acknowledges and agrees that the NADA Database, the NADA Values, all enhancements and derivative works, are the sole property of NADA Services Corporation, and are subject to a valid copyright. Subscriber acknowledges that NADA has created the NADA Values and the NADA Database at great time and expense and that the NADA Values and the NADA Database contain confidential and proprietary information protected by copyright and trade secret laws. Subscriber further acknowledges that certain of its employees will become familiar with the NADA Database, and that NADA may suffer great harm in Subscriber, or its employees disclose the NADA Database to a third party. Subscriber, therefore, agrees to: (a) hold the NADA Database in strict confidence; (b) disclose the NADA Database only to Subscriber’s employees to whom knowledge is required for its proper use hereunder; (c) cause such employees to hold the NADA Database in strict confidence; and (d) take steps to prevent the accidental or otherwise unauthorized disclosure of the NADA Database. The confidentiality obligations of Subscriber contained in this paragraph shall survive termination of the Agreement.
Online Ad Post
1. The following terms shall be applicable to all Subscribers electing to use the Online Ad Post:
  1. Subscriber acknowledges that the Service integrates with multiple vehicle inventory listing sites (“Sites”). For the Service to function, Subscriber acknowledges that:
    1. Subscriber must have an account established with each Site that requires such to be able to utilize the integration.
    2. Subscriber shall provide DealerCenter with the customer ID and password for all selected Sites.
    3. Subscriber acknowledges that electing to use the Online Ad Post requires that inventory management must be performed in the DealerCenter Inventory Service or prior to importation there. Adjustments made directly at the Sites will disrupt the integration, and cause data inconsistencies.
2. Subscriber hereby authorizes Nowcom to access and promote, advertise and market vehicles from Subscriber’s inventory on behalf of Subscriber. Subscriber acknowledges that multiple media venues will be used by Nowcom, at Nowcom’s discretion, and agrees to pay the Service Fees to Nowcom in exchange for Nowcom’s lead generating efforts and expertise.
3. Subscriber hereby authorizes Nowcom to receive a data feed from its data management company and to use branding, messaging and strategies Nowcom deems appropriate and necessary in producing and delivering leads to Subscriber.
4. Subscriber hereby authorizes Nowcom to use and share with third parties, publicly available inventory data, even if received from Subscriber’s data feed, for the purpose of analysis. Publicly available inventory data includes information customarily found on vehicle listing websites, e.g., year, make, model, trim, price, equipment, seller’s note, mileage, etc., but will not include dealer’s cost, if included in the data feed.
Tax Automation Services
1. Nowcom may provide tax automation services to Subscriber, consisting of a calculation of certain taxes based on data provided by third-parties and/or applicable taxing authorities (the “Authorities”) and the Subscriber (the “Tax Automation Services”).
  1. Subscriber shall remain responsible for the accuracy of the taxes applied to any transaction.
  2. Under no circumstances shall Nowcom be liable for any inaccuracy in said calculation to the extent that such inaccuracy is the result of incorrect data provided by the Authorities, the Subscriber, or a third-party
Credit Reporting Service(s), including Experian, Equifax and/or TransUnion
1. Grant of License and Limitations
  1. Subscriber may reproduce or store the information obtained from Nowcom solely for each of its respective own uses in accordance with this Agreement, and will hold all information licensed hereunder in strict confidence and will not reproduce, reveal or make it accessible in whole or in part, in any manner whatsoever, to any person, company, or any other third party unless required by law, or unless Subscriber first obtains Nowcom’s written consent; provided, however, that Subscriber, as applicable, may discuss information in a consumer report with the subject of that consumer report when Subscriber has taken adverse action against the subject based on the consumer report. Subscriber will not provide a copy of the consumer report to the consumer, except as may be required or permitted by law or approved in writing by Nowcom, except in any state where this contractual prohibition would be invalid. Subscriber will not interpret the failure of Nowcom to return information regarding the consumer’s eligibility for a credit service as a statement regarding that consumer’s credit worthiness, because that failure may result from one or more factors unrelated to credit worthiness.
2. Subscriber’s Affirmative Covenants
  1. Subscriber and Subscriber’s Authorized Users shall:
    1. Order consumer reports, as defined by the Federal Fair Credit Reporting Act of 1995, as amended in 2003, 15 U.S.C. 1681 et. seq., as amended in 2003 by the Fair and Accurate Credit Transactions Act (the “FCRA”) only when Subscriber intends to use the consumer report: (1) in accordance with the FCRA and all state law FCRA counterparts, and (2) for one of the following FCRA permissible purposes: (i) in connection with a credit transaction involving the consumer on whom the consumer report is to be furnished and involving the extension of credit to, or review or collection of an account of, the consumer; (ii) in connection with the underwriting of insurance involving the consumer; (iii) as a potential investor or servicer, or current insurer, in connection with a valuation of, or an assessment of the credit or prepayment risks associated with, an existing credit obligation; (iv) when Subscriber otherwise has a legitimate business need for the information either in connection with a business transaction that is initiated by the consumer, or to review an account to determine whether the consumer continues to meet the terms of the account; (v) in accordance with the written instructions of the consumer to whom it relates; or (vi) for employment purposes. Client will use each consumer report ordered from Nowcom for one of the foregoing purposes and for no other purpose.
    2. Comply with the provisions of the FCRA, the Gramm-Leach-Bliley Act (the “GLB Act”), the Federal Equal Credit Opportunity Act, as amended (the “ECOA”), all state law counterparts of them, and all applicable regulations promulgated under any of them, including, without limitation, any provisions requiring adverse action notification to the consumer.
    3. Hold in strict confidence any consumer report received by Subscriber and not to distribute a copy to any other party, except as required by law or other lawful order. However, this restriction shall not prohibit Subscriber from discussing with the subject of the report, who is the subject of an adverse action, the content of the report as it relates to the reason for the adverse action.
    4. Maintain copies of all written, signed and dated credit applications and other authorizations for a minimum of five (5) years from the date of inquiry.
    5. Cooperate with Nowcom or Credit Agency investigations within the timeframe requested, including those for audit purposes and FCRA investigation requirements, such as requests for proof of permissible purpose.
    6. Read the Notice to Users of Consumer Reports located at https://www.dealercenter.com/fcra-notice/ and understand the obligations as provided by the FCRA.
    7. Comply with the terms of the Credit Reporting Services Information Security Requirements accessible at https://www.dealercenter.com/credit-reporting-security/ and incorporated herein by reference.
3. Subscriber’s Negative Covenants
  1. Subscriber and Subscriber’s Authorized Users shall not:
    1. Attempt to obtain credit reports on themselves, family members, associates, or any other person except in the exercise of their official duties. (THE FCRA PROVIDES THAT ANY PERSON WHO KNOWINGLY AND WILLFULLY OBTAINS INFORMATION ON A CONSUMER FROM A CONSUMER REPORTING AGENCY UNDER FALSE PRETENSES SHALL BE FINED UNDER TITLE 18, OR IMPRISONED NOT MORE THAN TWO YEARS, OR BOTH).
    2. Resell any information provided by Nowcom or the Credit Agency.
    3. Deliver credit information via the Internet.
    4. Request, obtain or use credit reports for any unauthorized purpose including, but not limited to, for the purpose of selling, leasing, renting or otherwise providing information obtained under this Agreement to any other party, whether alone, in conjunction with Subscriber’s own data, or otherwise in any service which is derived from the credit reports. The credit reports shall be requested and disclosed by Subscriber only to Subscriber’s designated and authorized employees having a need to know and only to the extent necessary to enable Subscriber to use the credit reports in accordance with this Agreement.
4. Credit Risk Score Disclosure
  1. The following disclosure applies to use of credit risk scores provided through the Solution:
    1. Subscriber is a credit grantor that purchases credit reports from Nowcom pursuant to this Agreement in connection with credit transactions involving the consumer subjects of such credit reports. As an enhancement to the basic credit report, Nowcom has offered Subscriber the opportunity to purchase one or more credit risk scores provided by Credit Agency (defined below).
    2. Subscriber agrees to pay Nowcom the applicable fee for each score obtained. All score fees are due in the same manner and subject to the same terms and conditions as the fees in the Agreement. Fees are subject to change upon prior written notice.
    3. Subscriber recognizes that all credit risk scores offered hereunder are statistical scores and may not be predictive as to any particular individual. No such score is intended to characterize any individual as to credit capability. Subscriber recognizes that factors other than the credit risk score or scores selected must be considered in making a credit decision, including the credit report, the individual credit application, economic factors, and various other pertinent factors.
    4. A statement of the factors that significantly contributed to the credit risk score may accompany the score. If so, such information may be disclosed to the consumer as the reason for taking adverse action. However, the credit risk score itself is proprietary and may not be used as the reason for adverse action. In addition, under the Fair Credit Reporting Act, credit risk scores are not considered part of the consumer’s file. Accordingly, Subscriber agrees not to disclose the actual credit risk score to the consumer, unless otherwise required by law.
    5. SUBSCRIBER HAS MADE ITS OWN ANALYSIS OF THE CREDIT RISK SCORE OR SCORES ELECTED BY SUBSCRIBER, INCLUDING THE STATISTICAL RELIABILITY AND THE UTILITY OF USING SUCH SCORES IN CONNECTION WITH SUBSCRIBER’S CREDIT DECISION, AND NEITHER NOWCOM NOR ANY CREDIT AGENCY SHALL BE LIABLE FOR ANY LOSS, COSTS, DAMAGES, OR EXPENSE INCURRED BY SUBSCRIBER RESULTING FROM THE USE OF THE SCORE, OR THE INACCURACY THEREOF. IN NO EVENT SHALL ANY SUCH PERSON BE LIABLE TO SUBSCRIBER FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND THE TOTAL AGGREGATE LIABILITY OF NOWCOM, IN ANY WAY RELATED TO THE USE OF ANY CREDIT RISK SCORE SHALL NOT EXCEED THE SURCHARGE PAID BY SUBSCRIBER IN CONNECTION WITH THE SCORE TO WHICH THE CLAIM RELATES.
5. Records Retention and Production
  1. The Federal Equal Credit Opportunity Act states that a creditor must preserve all written or recorded information connected with an application for 25 months. Due to the statute of limitations under the FCRA, each Credit Agency requires that you retain the credit application and, if applicable, a purchase agreement for a period of 60 months. When conducting an investigation, particularly following a consumer complaint that your company impermissibly accessed a credit report, Nowcom or any one or all three of the Credit Agencies will contact you and will request a copy of the original application signed by the consumer or, if applicable, a copy of the sales contract.
6. Penalty Notice
  1. Under Section 621(a)(2)(A) of the FCRA, any person that violates any of the provisions of the FCRA may be liable for a civil penalty of not more than $2,500 per violation.
7. Subscribers of Experian Credit Reports, Experian Precise ID with Knowledge IQ, Experian/Fair, Isaac Credit Scores and Reason Codes, or Experian Prequalification Reports
  1. You agree to be bound by the terms and conditions of the Experian Terms located at https://www.dealercenter.com/experian-terms/ and incorporated herein by reference.
8. Subscribers of TransUnion Credit Reports
  1. You agree to be bound by the terms and conditions of the TransUnion Terms located at https://www.dealercenter.com/transunion-terms-of-use/ and incorporated herein by reference.
9. Subscribers of Equifax Credit Reports
  1. You agree to be bound by the terms and conditions of the Equifax Terms located at https://www.dealercenter.com/equifax-terms-of-use/ and incorporated herein by reference.
OfferUp Services
1. The following terms applicable to all Subscribers electing to use or subscribe to any OfferUp Motors services:
  1. The Motors Reseller Dealer Terms and Conditions (found here: https://about.offerup.com/reseller-dealer-terms/), and
  2. The OfferUp Automotive Advertising Service Terms and Conditions (found here: https://about.offerup.com/autos-terms/) (the “OfferUp Terms”).
2. By purchasing and subscribing to any OfferUp services through DealerCenter, you hereby agree you have read, acknowledged and agree to the OfferUp Terms.
Auction Center Services
1. Service Provider and Platform
  The online vehicle auction platform and mobile application (collectively, the “Auction”) are operated by Auction Center LLC (“Auction Center”), not Nowcom. Access to the Auction is provided through the DealerCenter Services pursuant to this Agreement.
2. Eligibility and Access Restrictions
  1. Access to the Auction is restricted to approved commercial Subscribers as determined by Auction Center in its sole discretion.
  2. Subscribers are strictly prohibited from permitting retail customers to access, use, or engage in any purchase or sale of vehicles through the Auction.
  3. Subscribers must comply with all applicable laws and regulations in their operating jurisdictions, including maintaining legal entity status in good standing and possessing all required licenses, permits, and authorizations necessary for conducting business. Vehicles obtained in violation of legal requirements are ineligible for return or arbitration.
  4. All vehicles listed on the Auction must comply with applicable legal standards, including but not limited to those established by the U.S. Department of Transportation and the U.S. Environmental Protection Agency.
  5. Auction Center reserves the right, at its sole discretion and without prior notice, to: (a) deny access to any individual or entity; (b) limit the number of vehicles a Subscriber may purchase or list; (c) cap financial exposure in daily Auction activity; (d) restrict participation in certain lots or designated sales; or (e) delay access to authorization reports.
  6. The Westlake Guarantee Program, as set forth in the applicable program terms, may provide additional remedies for qualifying vehicles and Users.
3. Auction Process and Vehicle Designations
  1. Vehicle Sale Types: The Auction features different vehicle designations that affect arbitration rights:
    1. “Buy It Now” vehicles can be purchased immediately at posted price
    2. Green Light Sales indicate vehicles that are roadworthy with no major issues and are covered by arbitration
    3. Yellow Light Sales indicate vehicles with disclosed conditions requiring caution and are limited in coverage by arbitration
    4. Red Light Sales are final sale vehicles that cannot be returned or arbitrated except for limited circumstances
  2. Bidding Process: Each vehicle listing displays a Live Auction Period during which Users may submit bids. The highest valid bid at period closure constitutes the “Winning Bid”, subject to any minimum bid requirements established by the Seller.
  3. Transaction Completion: Upon notification of a Winning Bid, the Buyer is immediately obligated to complete the transaction and pay the Purchase Price, as defined below.
  4. Payment Deadline: Full payment of the Purchase Price is due by 11:59 p.m. Pacific Time on the calendar day immediately following the sale. Failure to remit payment in full by the deadline constitutes a breach of these Terms. In such event, Auction Center reserves the right, at its sole discretion, to declare the transaction null and void; and the Buyer may be subject to financial penalties and/or suspension of account access.
4. Tax Exemption Certification
  1. Subscribers certify that all vehicles purchased through the Auction are for resale purposes only and that they hold valid retail sales tax registration certificates or permits.
  2. If any purchased vehicle is used for purposes other than resale, the Buyer is solely responsible for remitting applicable sales or use taxes directly to the appropriate taxing authority.
5. Purchase Price and Payment Obligations
  1. Any Subscriber who acquires a vehicle through the Auction (a “Buyer”) agrees to pay the total the total amount defined herein as the “Purchase Price”, which includes: (a) the full vehicle purchase amount as determined by the Winning Bid, and (b) a service fee for Auction Center’s administration and associated services, including, where applicable, transportation costs.
  2. The Buyer is solely responsible for paying all applicable taxes, title, and license fees directly to relevant third parties.
  3. Payment must be made in immediately available good funds using approved methods as agreed upon by the Buyer and Auction Center, including electronic funds transfer, direct payment by financing source, or other approved methods.
  4. If Auction Center remits funds to a Seller before collecting the Purchase Price from the Buyer, the Buyer agrees to promptly reimburse Auction Center in full.
6. Title Transfer and Risk of Loss
  1. Legal ownership and risk of loss transfer to the Buyer once Auction Center issues notice of the Buyer’s Winning Bid, regardless of financing approval or other conditions.
  2. Upon issuing Winning Bid notice, the Seller must initiate title transfer within 15 business days. If title delivery is required through Auction Center for verification of marketable title, funds will be held until confirmation.
  3. Failure to deliver marketable title may result in required refund of Purchase Price and liability for reasonable costs incurred by Auction Center or the Buyer.
7. Vehicle Pick-Up and Storage
  1. The Buyer must take possession of purchased vehicles within 10 business days from Auction Center’s notification of the Winning Bid (or arrival confirmation for in-transit vehicles). “Business days” refers to weekdays, excluding holidays as communicated by Auction Center.
  2. Buyers must contact the designated storage location in advance to coordinate pick-up and confirm vehicle availability after the gate pass is provided by Auction Center. Buyers are solely responsible for any failed pick-up attempts due to lack of coordination.
  3. If a purchased vehicle is not available at the listed storage location during scheduled pick-up, the Buyer must immediately notify Auction Center.
  4. Late pick-up may result in reasonable storage fees not to exceed $50 per day, assessed after a 5-business-day grace period and notification through Auction Center.
  5. Repeated failure to take timely possession may result in suspension of auction privileges.
8. Vehicle Transportation
  1. Vendor Selection: If the Buyer elects to have Auction Center arrange transportation, such transportation shall be coordinated through a vendor selected by Auction Center, in its sole discretion.
  2. Fees: The Buyer shall be responsible for all fees associated with such transportation, which shall form part of the Purchase Price as defined herein.
  3. Governing Terms: The Buyer acknowledges that all transportation services are governed exclusively by the terms and conditions of the transport vendor.
  4. Liability: Auction Center shall bear no responsibility or liability of any kind arising out of or relating to the transportation of the vehicle.
9. Recall Obligations
  1. Buyers agree to repair any purchased vehicles subject to manufacturer recalls in accordance with applicable service bulletins before resale, delivery, or operation, regardless of whether the recall was disclosed.
  2. Buyers will indemnify Sellers and their representatives for any losses resulting from failure to complete recall repairs.
  3. Auction Center disclaims responsibility for recall repairs both before and after vehicle listing.
10. Supplemental Terms
  The following are incorporated by reference as Supplemental Terms published by Auction Center:
  1. Auction Center Seller Requirements – governing vehicle listing obligations, disclosure requirements, representations, and warranties. You agree to be bound by the terms and conditions of the Auction Center Seller Requirements located at https://www.dealercenter.com/auction-center-seller-requirements/ and incorporated herein by reference.
  2. Auction Center Arbitration Rules – governing dispute resolution procedures, arbitration timelines, remedies, and cost allocation. You agree to be bound by the terms and conditions of the Auction Center Arbitration Rules located at https://www.dealercenter.com/auction-center-arbitration-rules/ and incorporated herein by reference.
  3. Auction Center Mobile Auction Terms – governing mobile application access, software licensing, device requirements, and usage restrictions. You agree to be bound by the terms and conditions of the Auction Center Mobile Auction Terms located at https://www.dealercenter.com/auction-center-mobile-auction-terms/ and incorporated herein by reference.
  4. Auction Center Consent to Contact – governing express consent for communications via SMS, voice calls, in-app notifications, email, and other electronic methods. You agree to be bound by the terms and conditions of the Auction Center Consent to Contact located at https://www.dealercenter.com/auction-center-consent-to-contact/ and incorporated herein by reference.
11. These Supplemental Terms, as may be updated by Auction Center from time to time, form part of this Agreement and are binding upon Subscribers using the respective services.
Mobile Application Services
1. Application and Scope
  This Section applies to any mobile application (“Mobile App”) provided by Nowcom for accessing the Services.
2. Mobile Application License
  1. License Grant: Subject to the terms of this Agreement, Nowcom grants you a limited, personal, non-transferable, non-exclusive, revocable license to download, install, and use the Mobile Apps on mobile devices that you own or control for business purposes in connection with the Services.
  2. License Restrictions: You may not, and may not permit others to:
    1. Copy, modify, create derivative works of, reverse engineer, decompile, or disassemble the Mobile Apps;
    2. Rent, lease, lend, sell, sublicense, distribute, or otherwise transfer the Mobile Apps;
    3. Remove, alter, or obscure any proprietary notices on the Mobile Apps;
    4. Use the Mobile Apps for any unlawful purpose or in violation of this Agreement.
  3. Third-Party Components: The Mobile Apps may include third-party software components subject to separate license terms. Your use of such components is governed by the applicable third-party licenses.
3. Device Requirements and Compatibility
  1. Minimum Requirements: Mobile Apps require compatible mobile devices with supported operating system versions as specified by Nowcom. Nowcom may update these requirements from time to time.
  2. Device Responsibility: You are solely responsible for:
    1. Selecting, purchasing, maintaining, and securing your mobile devices;
    2. Ensuring device compatibility with Mobile Apps;
    3. All costs associated with mobile devices, data plans, and network access;
    4. Device performance, functionality, and connectivity issues.
  3. No Warranty on Compatibility: Nowcom makes no warranty that Mobile Apps will be compatible with all devices or will function without interruption on any particular device.
4. Mobile App Updates and Modifications
  1. Automatic Updates: Mobile Apps may automatically download and install updates. You may be able to disable automatic updates through device settings, but doing so may limit functionality.
  2. Mandatory Updates: Nowcom may require you to install updates to continue using Mobile Apps. Failure to install required updates may result in loss of access to Mobile Apps or Services.
  3. Settings and Data: Updates may reset app settings or preferences. You are responsible for reconfiguring settings after updates.
5. Mobile Security and Account Protection
  1. Device Security: You must implement reasonable security measures to protect your mobile devices, including:
    1. Using device lock screens, passwords, or biometric security;
    2. Installing security updates promptly;
    3. Not sharing devices with unauthorized persons;
    4. Logging out of Mobile Apps when not in use.
  2. Credential Protection: The same login credentials used for web-based Services apply to Mobile Apps. You remain responsible for maintaining the confidentiality of authentication credentials.
  3. Lost or Stolen Devices: If your mobile device is lost, stolen, compromised, or accessed without authorization, you must:
    1. Immediately notify Nowcom customer support;
    2. Take steps to remotely wipe or disable the device if possible;
    3. Change your account passwords and authentication credentials.
6. Data Usage and Network Costs
  1. Data Charges: Use of Mobile Apps may result in data usage charges from your telecommunications provider. You are solely responsible for all such charges.
  2. Network Dependency: Mobile App functionality depends on network connectivity, which may be interrupted or unavailable. Nowcom is not responsible for network outages or connectivity issues.
  3. Offline Functionality: Some Mobile App features may not be available when offline. Data entered offline may not be saved or synchronized until connectivity is restored.
7. Technical Data Collection and Privacy
  1. Technical Data: You consent to Nowcom’s collection and use of technical information from your mobile devices, including:
    1. Device type, model, operating system, and version information;
    2. App performance data, crash reports, and error logs;
    3. Usage patterns and feature utilization statistics;
    4. Network connectivity information.
  2. Location Data: If you enable location services, Mobile Apps may collect, use, and share location data to provide location-based services. You may disable location services through device settings.
  3. Data Use: Technical data is used to:
    1. Provide, maintain, and improve Mobile Apps and Services;
    2. Provide customer support and troubleshooting;
    3. Analyze usage patterns and develop new features;
    4. Ensure security and prevent fraud.
8. Mobile App Limitations and Performance
  1. Feature Parity: Mobile Apps may not include all features available in web-based Services. The mobile experience may differ in interface, terminology, functionality, and data availability.
  2. Performance Variables: Mobile App performance may be affected by:
    1. Device specifications and available memory;
    2. Network speed and connectivity quality;
    3. Background applications and device usage;
    4. Battery level and power management settings.
  3. Service Interruptions: Technical issues may cause Mobile App disruptions, including:
    1. Lost data or unsaved changes;
    2. Dropped connections during critical operations;
    3. Delayed synchronization with web-based Services;
    4. Feature malfunctions or crashes.
9. Business Continuity and Backup Procedures
  1. Transaction Verification: Due to mobile connectivity risks, you should verify the status of critical transactions through alternative means when possible.
  2. Backup Access: You should maintain alternative access methods to the Services (such as web-based access) for business continuity purposes.
  3. Critical Operations: For time-sensitive or high-value transactions, consider using web-based Services when available.
10. Mobile App Termination
  1. License Termination: Your license to use Mobile Apps automatically terminates upon termination of this Agreement or your access to the underlying Services.
  2. App Removal: Upon termination, you must delete Mobile Apps from all devices and cease all use.
  3. Survival: Provisions regarding data protection, proprietary rights, and limitation of liability survive termination of your license to use Mobile Apps.
11. Mobile-Specific Disclaimers
  1. Mobile Platform Dependencies: Mobile Apps depend on third-party mobile platforms and app distribution services over which Nowcom has no control. Nowcom is not responsible for changes to such platforms that affect Mobile App functionality.
  2. Device Manufacturer Limitations: Mobile App functionality may be limited by device manufacturer restrictions, operating system limitations, or telecommunications provider policies.
  3. Emergency Access: Mobile Apps should not be relied upon as the sole means of accessing Services in emergency situations or when immediate access is critical to your business operations.
DealerCenter Accounting Module
1. Application and Scope
  This Section applies specifically to the DealerCenter Accounting Module, which includes general ledger, journal entries, chart of accounts, invoicing, cash register, check writing, deposits, bank reconciliation, month-end closing, financial reporting, and related accounting features (“Accounting Services”).
2. Financial Data Accuracy and User Responsibility
  1. Data Accuracy Disclaimer: YOU ASSUME FULL RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, AND APPROPRIATENESS OF ALL FINANCIAL DATA ENTERED INTO THE ACCOUNTING SERVICES. Nowcom does not verify the accuracy of your financial information and is not responsible for any errors, omissions, or inaccuracies in your financial records or reports.
  2. Verification Obligation: You must independently verify all calculations, reports, and financial outputs generated by the Accounting Services before relying on them for business decisions, tax filings, regulatory compliance, or financial reporting purposes.
  3. No Guarantee of Results: Nowcom makes no representations or warranties regarding the accuracy of any financial calculations, tax computations, or accounting processes performed by the Accounting Services.
3. Professional Services Limitations
  1. Not Professional Services: The Accounting Services are software tools designed to assist with financial record-keeping and reporting. Nowcom is not an accounting firm, certified public accounting firm, tax preparer, or professional services provider of any kind. The Accounting Services do not constitute the provision of professional accounting, tax, legal, or financial advice.
  2. No Professional Relationship: Use of the Accounting Services does not create any professional relationship between you and Nowcom, and does not make Nowcom your accountant, tax advisor, or financial consultant.
  3. Professional Consultation Required: You should consult with qualified accounting, tax, and legal professionals regarding your specific financial and compliance requirements. The Accounting Services are not a substitute for professional advice.
4. Tax Calculation and Compliance Disclaimers
  1. Tax Calculation Limitations: Any tax calculations performed by the Accounting Services are estimates based on the information you provide. Nowcom does not warrant the accuracy of tax calculations and is not responsible for any penalties, interest, or fines resulting from tax calculation errors or late filings.
  2. Tax Compliance Responsibility: You are solely responsible for:
    1. Determining applicable tax rates and regulations
    2. Filing all required tax returns and reports
    3. Paying all taxes when due
    4. Maintaining compliance with federal, state, and local tax requirements
  3. No Tax Advice: The Accounting Services do not provide tax advice and should not be relied upon for tax planning or compliance decisions.
5. Regulatory Compliance and Audit Requirements
  1. Audit Trail Maintenance: The Accounting Services maintain an audit trail of financial transactions that cannot be disabled or modified after creation. This audit trail is designed to meet generally accepted accounting principles but you remain responsible for ensuring compliance with your specific regulatory requirements.
  2. Compliance Responsibility: You are solely responsible for:
    1. Ensuring your use of the Accounting Services complies with applicable laws and regulations
    2. Maintaining proper books and records as required by law
    3. Meeting industry-specific regulatory requirements
    4. Providing accurate information to auditors and regulatory authorities
  3. Data Retention: You must establish and maintain appropriate data retention policies in accordance with applicable legal and regulatory requirements. Nowcom’s standard data retention practices may not satisfy your specific regulatory obligations.
6. Bank Integration and Third-Party Financial Data
  1. Bank Account Connection Consent: By enabling bank integration features in the Accounting Services, you authorize Nowcom and its third-party financial data providers to access your designated bank accounts and financial institution data for the purpose of importing transaction data into the Accounting Services. This authorization includes:
    1. Accessing account balances, transaction histories, and account information
    2. Retrieving data on a periodic basis to maintain current information
    3. Processing and storing financial data as necessary to provide the Accounting Services
  2. Data Use Authorization: You consent to Nowcom’s use of your financial institution data solely to:
    1. Import and categorize transactions in the Accounting Services
    2. Facilitate account reconciliation and financial reporting
    3. Provide automated bookkeeping and accounting functionality
    4. Improve the accuracy and efficiency of the Accounting Services
  3. Third-Party Data Provider Integration: You acknowledge that bank integration features require Nowcom to work with third-party financial data aggregation providers. By using these features, you agree to be bound by the terms and conditions of such third-party providers as they may be updated from time to time.
  4. Credential Security: You are responsible for:
    1. Using accurate bank account credentials and authorization when connecting to bank account integrations
    2. Maintaining the security of your banking login information
    3. Promptly updating Nowcom if your bank account access credentials change
    4. Notifying Nowcom immediately if you suspect unauthorized access to your accounts
  5. Bank Feed Accuracy: Nowcom does not review imported bank data for accuracy and is not responsible for any issues, expenses, or losses resulting from incorrect or incomplete bank data. You are responsible for reconciling all bank accounts and verifying that imported transactions are accurate, complete, and properly categorized.
  6. Third-Party Integration Risks: Integration with banks, payment processors, or other financial service providers may result in delays, errors, or service interruptions. Nowcom is not liable for issues arising from third-party service failures, data transmission errors, or changes to bank APIs or policies.
  7. Consent Withdrawal: You may revoke this authorization at any time by disconnecting bank accounts through the Accounting Services interface or by contacting Nowcom support. Withdrawal of consent will terminate automatic data imports but will not affect previously imported data.
7. Financial Reporting Limitations
  1. Report Limitations: Financial reports generated by the Accounting Services are not a substitute for professionally prepared financial statements in accordance with Generally Accepted Accounting Principles (GAAP) or other applicable financial reporting frameworks.
  2. Management Responsibility: You must make all management decisions and perform all management functions, including:
    1. Determining and approving account coding and classifications
    2. Approving all journal entries and adjustments
    3. Establishing accounting policies and procedures
    4. Ensuring proper internal controls over financial reporting
  3. Professional Review Required: Financial reports intended for external use, lending purposes, or regulatory filings should be reviewed and, if required, audited by qualified accounting professionals.
8. Month-End and Year-End Processing
  1. Closing Process Responsibility: You are responsible for performing appropriate month-end and year-end closing procedures, including but not limited to account reconciliations, accrual entries, and financial statement preparation.
  2. Deadline Limitations: While the Accounting Services may provide tools and checklists for period-end closing, Nowcom does not guarantee that use of these features will enable you to meet any specific deadlines for tax filings, loan covenant reporting, or other time-sensitive requirements.
  3. Period Lock Features: Any period lock or closing features are provided for your convenience but do not substitute for proper accounting controls and management oversight.
9. Chart of Accounts and Account Setup
  1. Account Structure Responsibility: You are responsible for establishing and maintaining an appropriate chart of accounts structure for your business, including proper account classifications and numbering systems.
  2. Industry Standards: While the Accounting Services may provide template charts of accounts for various industries, you must verify that your account structure meets your specific business needs and regulatory requirements.
  3. Account Modifications: Changes to your chart of accounts may affect historical reporting and should be carefully planned and documented.
10. Payment Processing and Cash Management
  1. Payment Processing Integration: If payment processing features are integrated with the Accounting Services, such integrations are subject to separate payment processor terms and conditions, which may include additional fees, processing limits, and compliance requirements.
  2. Cash Management Features: Cash register, check writing, and deposit tracking features are provided for convenience but do not substitute for proper cash handling procedures and internal controls.
  3. Bank Account Security: You are responsible for maintaining the security of any bank account information stored in or accessed through the Accounting Services.
11. Data Ownership and Professional User Access
  1. Financial Data Ownership: You retain ownership of all financial data entered into the Accounting Services. However, you grant Nowcom the right to use, process, and store such data as necessary to provide the Accounting Services.
  2. Authorized User Access: You may grant access to the Accounting Services to authorized accountants, bookkeepers, or other financial professionals. You remain responsible for all activities performed by such users and must ensure they are properly qualified and authorized.
  3. Professional User Responsibility: If you are an accounting professional providing services to clients through the Accounting Services, you must maintain appropriate professional licensing, insurance, and competency as required by applicable professional standards.
12. System Availability and Business Continuity
  1. Availability Standards: While Nowcom endeavors to maintain high system availability for the Accounting Services, you should not rely solely on the Accounting Services for business-critical financial operations without maintaining appropriate backup procedures.
  2. Data Backup Responsibility: You are responsible for maintaining independent backups of critical financial data and should not rely exclusively on Nowcom’s data retention and backup procedures.
  3. Business Continuity Planning: You should maintain alternative methods for conducting essential financial operations in the event of system outages or service interruptions.
13. Multi-Currency and Exchange Rate Limitations
  1. Exchange Rate Data: If the Accounting Services include multi-currency features, exchange rates are provided by third-party sources. Nowcom does not warrant the accuracy of exchange rate data and is not responsible for any losses resulting from exchange rate fluctuations or inaccurate conversion rates.
  2. Currency Conversion Responsibility: You are responsible for verifying exchange rates and ensuring currency conversions comply with your accounting policies and applicable regulations.
14. Inventory and Asset Management Disclaimers
  1. Inventory Valuation: Any inventory valuation methods provided by the Accounting Services are tools only. You are responsible for selecting appropriate inventory costing methods (FIFO, LIFO, weighted average, etc.) and ensuring compliance with applicable accounting standards.
  2. Asset Tracking: Asset management and depreciation calculation features are provided for convenience but do not substitute for proper asset management policies and procedures. You must verify depreciation methods and useful life assignments comply with tax and accounting requirements.
15. Integration and Data Import/Export
  1. Data Import Accuracy: When importing data from external sources or prior accounting systems, you are responsible for verifying data accuracy, completeness, and proper mapping to chart of accounts.
  2. Export Limitations: Data export features are provided for your convenience but may not include all data fields or maintain formatting required for specific third-party applications or regulatory submissions.
  3. System Migration: Nowcom is not responsible for data conversion, migration assistance, or ensuring compatibility with other accounting systems or software.
16. Accounting Standards and Methodology Disclaimers
  1. Accounting Methods: The Accounting Services support various accounting methods and practices, but you are responsible for selecting and consistently applying appropriate accounting methods for your business and industry.
  2. Standards Compliance: While the Accounting Services are designed to support generally accepted accounting practices, you are responsible for ensuring your specific use complies with applicable accounting standards, including GAAP, IFRS, or other relevant frameworks.
  3. Industry-Specific Requirements: Specialized accounting requirements for specific industries (such as automotive dealership accounting practices) must be implemented and maintained by you with appropriate professional guidance.
17. Limitation of Accounting Services Liability
  1. Damages Limitation: Claims related to the Accounting Services are subject to the limitation of liability provisions set forth in Section 12 of the General Terms.
18. Financial Institution Data Compliance
  1. Regulatory Compliance: You acknowledge that access to and use of financial institution data through the Accounting Services is subject to federal and state banking regulations, consumer protection laws, and data privacy requirements. You are solely responsible for ensuring compliance with all such requirements.
  2. Data Retention and Deletion: You must delete financial institution data when no longer needed for legitimate business purposes or upon termination of the Accounting Services, subject to applicable legal retention requirements.
  3. Prohibited Uses: You may not use financial institution data obtained through the Accounting Services for:
    1. Credit reporting purposes under the Fair Credit Reporting Act
    2. Any purpose not directly related to your accounting and financial management
    3. Marketing or advertising to third parties
  4. Compliance Monitoring: Nowcom may suspend or terminate bank integration features if you fail to comply with applicable laws or the terms of third-party financial data providers.
AI-Powered Vehicle Services
1. Application and Scope
  This Section applies to AI-powered services provided through the DealerCenter platform, including Vehicle Image Processing, Vehicle Video Generation, and Vehicle Description Generation (collectively, “AI Vehicle Services”). These services utilize machine learning algorithms and artificial intelligence technologies to process, enhance, and generate content related to vehicle listings.
2. AI Technology Disclaimers
  1. Inherent Unpredictability: AI and machine learning technologies are inherently unpredictable and may produce unexpected, inaccurate, or inappropriate results. Nowcom cannot guarantee the quality, accuracy, or appropriateness of any AI-generated content.
  2. No Human Review: AI Vehicle Services operate through automated processes without human oversight of individual outputs. You acknowledge that AI-generated content has not been reviewed or approved by Nowcom personnel before delivery.
  3. Continuous Learning Limitations: While AI models may improve over time through training, Nowcom makes no representations about future performance improvements or error reduction in AI Vehicle Services.
3. Vehicle Image Processing Disclaimers
  1. Image Modification Risks: AI-powered image processing may alter vehicle images in unexpected ways, including but not limited to:
    1. Distortion of vehicle features or proportions
    2. Removal or modification of important vehicle details
    3. Introduction of artificial elements or artifacts
    4. Inaccurate background replacement or removal
  2. Original Image Preservation: You are solely responsible for maintaining original, unmodified vehicle images as backup copies. Nowcom recommends preserving source images before applying AI processing.
  3. Accuracy of Enhanced Images: Enhanced or processed images may not accurately represent the actual condition, features, or appearance of vehicles. You must verify that processed images provide fair and accurate representations of your inventory.
4. Vehicle Video Generation Limitations
  1. Synthetic Video Content: AI-generated videos are created from still images and do not represent actual recorded footage of vehicle walkarounds or demonstrations. Generated videos may contain:
    1. Unrealistic movement or transitions
    2. Distorted perspectives or proportions
    3. Missing or inaccurate vehicle details
    4. Artificial lighting or shadow effects
  2. No Substitute for Actual Video: AI-generated videos are not a substitute for professionally recorded vehicle videos and should be clearly identified as AI-generated content when used in marketing materials.
  3. Motion and Perspective Accuracy: AI-generated camera movements and perspectives may not accurately represent how a vehicle would appear in actual inspection or demonstration scenarios.
5. Vehicle Description Generation Disclaimers
  1. Automated Text Generation: AI-generated vehicle descriptions are created through automated natural language processing and may contain:
    1. Factual inaccuracies about vehicle features or specifications
    2. Inappropriate or unprofessional language
    3. Generic content that doesn’t reflect actual vehicle condition
    4. Misleading or exaggerated claims about vehicle performance
  2. Fact-Checking Requirement: You must review, verify, and edit all AI-generated descriptions before publication to ensure accuracy and compliance with advertising regulations.
  3. Regulatory Compliance: AI-generated descriptions may not comply with federal, state, or local advertising regulations, truth-in-advertising requirements, or industry standards. You are solely responsible for ensuring compliance.
6. Content Accuracy and Verification
  1. No Warranty of Accuracy: Nowcom provides no warranty regarding the accuracy, completeness, or reliability of any content generated by AI Vehicle Services.
  2. User Verification Responsibility: You are solely responsible for:
    1. Reviewing all AI-generated content before use
    2. Verifying accuracy of descriptions and visual representations
    3. Ensuring compliance with advertising and disclosure requirements
    4. Making necessary corrections or modifications
  3. Material Misrepresentation Risks: Use of inaccurate AI-generated content may result in material misrepresentation of vehicles, potentially leading to consumer complaints, legal liability, or regulatory violations.
7. Intellectual Property and Training Data
  1. Input Content Ownership: You retain ownership of original images and data submitted for AI processing, subject to the license grants in this Agreement.
  2. AI Output Ownership: AI-generated content created through the AI Vehicle Services belongs to you, but Nowcom makes no representations regarding the originality or intellectual property status of such content.
  3. Training Data Usage: Nowcom may use anonymized and aggregated data from AI Vehicle Services to improve machine learning models.
8. Performance and Availability Limitations
  1. Processing Time Variability: AI processing times may vary significantly based on system load, content complexity, and model availability. Nowcom provides no guarantees regarding processing speed or completion times.
  2. Service Interruptions: AI Vehicle Services may be temporarily unavailable due to model updates, maintenance, or technical issues. Nowcom will provide reasonable notice when possible but cannot guarantee continuous availability.
  3. Quality Variations: Output quality may vary based on input image quality, vehicle type, lighting conditions, and other factors beyond Nowcom’s control.
9. Prohibited Uses and Content Restrictions
  1. Prohibited Content: You may not use AI Vehicle Services to process:
    1. Images containing people or personally identifiable information
    2. Copyrighted or trademarked material owned by third parties
    3. Content that violates any applicable laws or regulations
    4. Images of vehicles you do not have authority to market or sell
  2. Commercial Use Limitations: AI-generated content should not be used in contexts where complete accuracy is critical, such as insurance claims, warranty documentation, or regulatory filings.
  3. Disclosure Requirements: You must clearly identify AI-generated content when using it in vehicle marketing or sales materials. Required disclosures include:
    1. AI-Enhanced Images: Images that have been processed or modified using AI technology must be identified as “enhanced” or “digitally processed”
    2. AI-Generated Videos: Synthetic videos created from still images must be labeled as “AI-generated” or “computer-generated demonstration”
    3. AI-Written Descriptions: Text generated through AI must be disclosed when required by applicable advertising regulations or when the content could materially influence a consumer’s purchasing decision
    4. Marketing Materials: When using AI-generated content in advertisements, listings, or promotional materials, include appropriate disclaimers such as “Images enhanced using AI technology” or “Video generated from still images”
  4. You may not present AI-generated content as authentic photography, actual video recordings, or human-written descriptions when such misrepresentation could mislead consumers about the actual condition, features, or characteristics of the vehicle.
10. Third-Party AI Technology
  1. Third-Party Providers: AI Vehicle Services may utilize third-party AI models, APIs, or services. Such third-party providers may have their own terms, limitations, and availability requirements.
  2. Technology Changes: Nowcom reserves the right to change, update, or replace AI technologies used in these services, which may affect output quality or characteristics.
  3. Provider Limitations: Nowcom’s ability to provide AI Vehicle Services depends on third-party technology availability and may be subject to usage limits or restrictions imposed by AI technology providers.
11. Data Privacy and Security
  1. Image Data Handling: Vehicle images processed through AI Vehicle Services may be temporarily stored or transmitted to third-party AI providers for processing. Nowcom will use commercially reasonable efforts to protect such data but cannot guarantee absolute security.
  2. Data Retention: Processed images and generated content may be retained for limited periods to enable service delivery and quality improvement, subject to applicable privacy policies.
  3. Sensitive Information: You should not submit images containing sensitive personal information, financial data, or confidential business information through AI Vehicle Services.
12. User Responsibilities and Best Practices
  1. Appropriate Disclosure: When using AI-generated content in marketing or sales materials, you should clearly disclose the use of AI enhancement or generation where required by applicable regulations or industry standards.
  2. Quality Control Procedures: You should implement appropriate review procedures to verify AI-generated content meets your quality standards and accurately represents your vehicles.
  3. Backup and Redundancy: You should maintain backup copies of original content and alternative methods for creating vehicle marketing materials in case AI Vehicle Services are unavailable.
13. Limitation of AI Services Liability
  1. Damages Limitations: Claims related to AI Vehicle Services are subject to the limitation of liability provisions set forth in Section 12 of the General Terms.
  2. AI-Specific Exclusions: Nowcom shall not be liable for any damages arising from:
    1. Inaccurate or inappropriate AI-generated content
    2. Technical failures or limitations of AI models
    3. Third-party AI provider outages or restrictions
    4. Regulatory or legal consequences of using AI-generated content
  3. User Assumption of Risk: You acknowledge and assume all risks associated with using AI-generated content, including potential inaccuracies, technical limitations, and regulatory compliance issues.
14. Bias and Discrimination Risks
  1. Algorithmic Bias: AI models may exhibit inherent biases based on training data and may produce outputs that unintentionally favor or discriminate against certain vehicle types, brands, or characteristics. Nowcom does not warrant that AI-generated content will be free from bias.
  2. Automotive Advertising Compliance: You are solely responsible for ensuring that AI-generated content and its use comply with:
    1. Federal Trade Commission Act Section 5 (prohibiting unfair or deceptive practices)
    2. State motor vehicle dealer advertising regulations
    3. Truth-in-advertising requirements applicable to automotive sales
    4. Equal Credit Opportunity Act requirements for financing advertisements
    5. State consumer protection laws governing automotive advertising
  3. Content Review for Bias: You should implement procedures to review AI-generated content for potential bias, discriminatory language, or unfair treatment of different vehicle categories before publication.
15. Model Updates and Changes
  1. Model Versioning: AI models used in the AI Vehicle Services may be updated, replaced, or modified without notice. Such changes may result in different output characteristics, quality, or style for similar inputs.
  2. Backward Compatibility: Nowcom does not guarantee that updated AI models will produce consistent results with previous versions or maintain backward compatibility with existing workflows.
  3. Performance Variations: Model updates may temporarily affect service performance, availability, or output quality during transition periods.
16. International Use
  1. Cross-Border Processing: AI Vehicle Services may process data on servers in different countries. By using these services, you consent to international data transfer and processing.
  2. Local Compliance: You are responsible for ensuring your use complies with applicable local laws regarding AI-generated content, data processing, and advertising regulations in your jurisdiction.
  3. Service Availability: Nowcom may restrict access to AI Vehicle Services in certain countries based on legal or technical requirements.
AI-Powered Customer Communication Services
1. Application and Scope
  This Section applies to AI-powered customer communication services provided through the DealerCenter platform, including automated chat, SMS messaging, email communications, and phone call services for payment reminders, payment collection, appointment setting, promotional communications, and other customer interactions (collectively, “AI Communication Services”).
2. Regulatory Compliance Responsibility
  1. Complete Legal Compliance Obligation: You are solely and exclusively responsible for ensuring that your use of AI Communication Services complies with all applicable federal, state, and local laws, regulations, and industry standards in your jurisdiction and in the jurisdictions of your customers, including but not limited to:
    1. Telephone Consumer Protection Act (TCPA)
    2. CAN-SPAM Act
    3. Fair Debt Collection Practices Act (FDCPA)
    4. Fair Credit Reporting Act (FCRA)
    5. Truth in Lending Act (TILA)
    6. State consumer protection laws
    7. State and local telemarketing regulations
    8. Do Not Call Registry requirements
    9. Data protection and privacy laws
  2. Consent and Authorization: You must obtain all required consents and authorizations before using AI Communication Services to contact customers, including:
    1. Express written consent for automated calls and text messages as required by TCPA
    2. Proper opt-in procedures for email communications
    3. Valid business relationships or explicit consent for promotional communications
    4. Appropriate authorization for payment collection communications
  3. Ongoing Compliance Monitoring: You must continuously monitor and ensure compliance with changing laws and regulations, as legal requirements may evolve and vary by jurisdiction.
3. Nowcom Disclaimer of Legal Compliance
  1. Complete Liability Disclaimer: NOWCOM EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR YOUR USE OF AI COMMUNICATION SERVICES THAT VIOLATES ANY LAW, REGULATION, OR LEGAL REQUIREMENT. You acknowledge that Nowcom has no obligation to monitor, review, or ensure the legality of your communications or use of these services.
  2. No Legal Advice: Nowcom does not provide legal advice regarding the use of AI Communication Services. The availability of these services does not constitute advice that their use is legal or appropriate for your specific circumstances.
  3. No Compliance Guarantees: Nowcom makes no representations or warranties that AI Communication Services, whether used individually or collectively, will comply with any specific laws or regulations applicable to your business or customer communications.
4. AI Communication Content Disclaimers
  1. Automated Content Generation: AI-generated communications may contain:
    1. Inaccurate information about customer accounts or payment status
    2. Inappropriate tone or language for the intended recipient
    3. Content that does not reflect your actual business policies
    4. Factual errors about products, services, or appointments
  2. No Human Oversight: AI Communication Services operate without human review of individual messages before transmission. You acknowledge that communications are generated and sent automatically based on available data and AI algorithms.
  3. Content Accuracy Responsibility: You are solely responsible for verifying the accuracy of all information used in AI-generated communications and ensuring that communications accurately represent your business policies and customer relationships.
5. Customer Data and Privacy Protection
  1. Customer Information Accuracy: You are responsible for ensuring that customer contact information, payment data, and personal information used by AI Communication Services is accurate, current, and obtained through lawful means.
  2. Privacy Law Compliance: You must ensure that your use of customer data in AI Communication Services complies with all applicable privacy laws, including:
    1. Customer notification requirements
    2. Data retention and deletion obligations
    3. Cross-border data transfer restrictions
    4. Customer rights to access, correct, or delete personal information
  3. Sensitive Information Protection: You must not include sensitive personal information such as full social security numbers, complete credit card numbers, or detailed financial information in AI-generated communications.
6. Payment Collection and Debt Communication Restrictions
  1. Debt Collection Laws: If using AI Communication Services for payment collection or reminders, you must comply with all applicable debt collection laws, including FDCPA and state legal requirements for:
    1. Proper identification in communications
    2. Validation of debt information
    3. Restrictions on contact frequency and timing
    4. Required disclosures and dispute rights
    5. Prohibited harassment or deceptive practices
  2. Payment Information Accuracy: You are solely responsible for ensuring that payment amounts, due dates, and account information used in automated payment communications are accurate and current.
  3. Customer Dispute Handling: You must maintain appropriate procedures for handling customer disputes, complaints, or requests to stop communications that may arise from AI-generated payment communications.
7. Telemarketing and Communication Restrictions
  1. TCPA Compliance: For automated calls and text messages, you must:
    1. Obtain express written consent before contacting customers
    2. Maintain records of consent and opt-in procedures
    3. Provide clear opt-out mechanisms in all communications
    4. Respect Do Not Call Registry restrictions
    5. Limit calling times to permitted hours
  2. CAN-SPAM Compliance: For email communications, you must:
    1. Use accurate sender identification and subject lines
    2. Include valid physical address information
    3. Provide clear and conspicuous opt-out mechanisms
    4. Honor opt-out requests promptly
    5. Avoid deceptive or misleading content
  3. Promotional vs. Transactional Communications: You are responsible for properly classifying communications and ensuring compliance with different legal requirements for promotional versus transactional messages
8. AI Communication Service Limitations
  1. Service Availability: AI Communication Services depend on third-party telecommunications providers, internet services, and AI technology platforms. Service interruptions, delays, or failures may occur without notice.
  2. Delivery Limitations: Nowcom cannot guarantee that AI-generated communications will be delivered, received, or properly displayed on recipient devices. Delivery may be affected by:
    1. Carrier filtering or blocking
    2. Customer device settings or limitations
    3. Network congestion or outages
    4. Spam detection systems
  3. Communication Quality: AI-generated communications may vary in quality, tone, and effectiveness. Nowcom provides no warranties regarding customer response rates, communication effectiveness, or business outcomes.
9. Customer Consent Management
  1. Consent Documentation: You are responsible for obtaining, documenting, and maintaining records of all customer consents required for AI Communication Services, including:
    1. Date and method of consent obtained
    2. Specific services or communication types authorized
    3. Customer contact information and preferences
    4. Opt-out requests and compliance actions
  2. Consent Withdrawal: You must provide easy mechanisms for customers to withdraw consent and must promptly update AI Communication Services to reflect consent changes.
  3. Record Retention: You must maintain consent records for periods required by applicable laws and regulations, which may extend beyond your relationship with the customer.
10. Third-Party Integration and Dependencies
  1. Telecommunications Providers: AI Communication Services rely on third-party carriers for SMS, voice, and other communications. Such providers may impose their own restrictions, filtering, or blocking that affects service delivery.
  2. AI Technology Limitations: Communication content is generated using third-party AI models that may have inherent limitations, biases, or technical restrictions affecting output quality or appropriateness.
  3. Integration Dependencies: AI Communication Services may integrate with your existing customer management systems, and the quality of communications depends on the accuracy and completeness of integrated data.
11. Monitoring and Quality Control
  1. Communication Monitoring: You should implement appropriate monitoring procedures to:
    1. Review samples of AI-generated communications
    2. Track customer complaints or negative responses
    3. Monitor compliance with legal requirements
    4. Ensure communications align with business standards
  2. Quality Assurance: You are responsible for establishing quality control measures to verify that AI Communication Services meet your business needs and customer service standards.
  3. Performance Metrics: You should track relevant metrics such as delivery rates, response rates, and customer satisfaction to evaluate the effectiveness of AI Communication Services.
12. Prohibited Uses
  1. Illegal Activities: You may not use AI Communication Services for any illegal purpose, including but not limited to:
    1. Harassment or threatening communications
    2. Fraudulent or deceptive practices
    3. Violations of consumer protection laws
    4. Unauthorized debt collection activities
  2. Restricted Content: AI Communication Services may not be used to transmit:
    1. Content that violates third-party intellectual property rights
    2. Spam or unsolicited commercial communications
    3. Content that is defamatory, offensive, or inappropriate
    4. Medical advice or protected health information
  3. Service Abuse: You may not use AI Communication Services in ways that:
    1. Overwhelm recipients with excessive communications
    2. Circumvent customer opt-out requests
    3. Misrepresent the source or nature of communications
    4. Interfere with telecommunications systems or networks
13. Indemnification for Legal Violations
  1. Enhanced Indemnification: In addition to the indemnification provisions in Section 10 of the General Terms, you agree to defend, indemnify, and hold harmless Nowcom from and against any and all claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising from or related to:
    1. Your violation of any laws or regulations in connection with AI Communication Services
    2. Claims by customers or third parties regarding unwanted or unlawful communications
    3. Regulatory investigations or enforcement actions related to your use of AI Communication Services
    4. Privacy or data protection violations in connection with customer communications
  2. Regulatory Defense: You agree to handle all communications with regulatory authorities regarding your use of AI Communication Services and to cooperate fully with any investigations or enforcement proceedings.
14. Limitation of AI Communication Services Liability
  1. Complete Liability Disclaimer: NOWCOM SHALL NOT BE LIABLE FOR ANY DAMAGES, CLAIMS, OR LOSSES ARISING FROM OR RELATED TO YOUR USE OF AI COMMUNICATION SERVICES, INCLUDING BUT NOT LIMITED TO:
    1. Regulatory penalties, fines, or sanctions
    2. Customer complaints or legal claims
    3. Communication delivery failures or delays
    4. Inaccurate or inappropriate AI-generated content
    5. Privacy or data protection violations
  2. Damages Cap: Claims related to AI Communication Services shall be subject to the limitation of liability covered in Section 12 of the General Terms.
  3. Legal Violation Exclusion: Nowcom expressly disclaims any liability for damages resulting from your use of AI Communication Services in violation of applicable laws, regardless of whether Nowcom had knowledge of such violations.

SERVICE TERMS FOR DEALERCENTER SERVICES

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