Dealer Services Agreement

1. Parties

This Dealer Services Agreement (“Agreement”) is between DealerKey Auto, a Utah motor-vehicle dealer and software provider (“DealerKey”), and the licensed motor-vehicle dealer identified in the order form or online checkout (“Dealer”). Dealer represents that it holds an active dealer license in its state of operation.

2. License grant

Subject to Dealer’s timely payment, DealerKey grants Dealer a non-exclusive, non-transferable, revocable license to:

• Embed the DealerKey search widget on Dealer’s own website (the “Dealer Site”) via the provided script tag;
• Generate branded arbitrage reports on specific VINs for Dealer’s retail customers;
• Receive the daily “best plays” feed and forward it internally;
• Capture leads directly into Dealer’s CRM.

The license is limited to the single dealership entity named on the order form at its listed rooftops. Additional rooftops require a separate order.

3. Fees & billing

The monthly subscription fee is the amount published on the dealer plan page at the time Dealer subscribes (or the rate shown on the order form, if different). Fees are billed monthly in advance, pro-rated on upgrade, and are non-refundable once billed except as required by law.

DealerKey may adjust the published rate with 30 days’ written notice. The rate in effect at Dealer’s renewal date applies to the next billing cycle. Lifetime rates, when offered, persist only while the subscription remains continuously active.

4. Term & termination

The Agreement begins on Dealer’s first payment and continues month-to-month until either party terminates. Either party may terminate for convenience on 30 days’ written notice. Either party may terminate immediately for material breach that is not cured within 14 days of written notice.

On termination, Dealer will remove the DealerKey widget, arbitrage report templates, and any DealerKey-branded assets from the Dealer Site within 7 days. DealerKey may disable API and feed access on the termination date.

5. Dealer data & lead ownership

Dealer owns the leads its site captures. Leads submitted through the embedded widget flow to the Dealer CRM and are the property of the Dealer. DealerKey does not market to, resell, or aggregate Dealer leads.

DealerKey may process lead payload metadata (timestamp, widget ID, referring URL, aggregate conversion counts) in de-identified form to improve the service.

6. DealerKey data & IP

Wholesale auction inventory, MMR values, retail comparable pulls, arbitrage scores, and all widget and report designs are DealerKey’s intellectual property or properly licensed third-party data. Dealer may use them only as part of its own retail sales process. Dealer may not:

• Extract, mirror, re-host, or resell the inventory feed to any third party;
• Share API credentials across unaffiliated entities;
• Train a competing model on DealerKey outputs;
• Misrepresent the data (e.g., display a “Dealer Auction Live Price” figure that was not sourced from DealerKey).

Third-party marks (Manheim, ADESA, NADA, J.D. Power) belong to their respective owners; Dealer’s white-label deployment must not imply affiliation with, or sponsorship by, any wholesale auction operator.

7. Dealer compliance representations

Dealer represents and warrants that it will:

• Maintain an active dealer license in its state of operation throughout the term;
• Comply with the FTC Used Car Rule (16 C.F.R. Part 455), the FTC Safeguards Rule (16 C.F.R. Part 314), and the FTC CARS Rule to the extent in force;
• Provide a Buyers Guide and an AS-IS disclosure (or warranty disclosure) on each vehicle it sells through its own lot;
• Honor federal odometer disclosure rules (49 C.F.R. Part 580);
• Operate TCPA-compliant lead follow-up, including prior express written consent before sending marketing SMS;
• Honor CCPA/CPRA and other state privacy rights for its own customers.

Dealer is solely responsible for the retail sale to its customer. DealerKey is not a party to the Dealer’s retail transaction and makes no representation to the Dealer’s customer.

8. Branding

The dealer plan is white-label by default — no DealerKey Auto branding appears on the widget. A small “powered by” footer attribution is optional and controlled by Dealer in the admin panel. Dealer grants DealerKey a limited license to display Dealer’s name and logo on DealerKey’s customer list (dealerkeyauto.com/for-dealers) unless Dealer opts out in writing.

9. Service availability

DealerKey targets 99.5% monthly uptime for the widget and API, measured at the region-level edge. Scheduled maintenance announced in advance is excluded. If monthly uptime falls below 99%, Dealer may request a credit equal to one day’s subscription fee per 0.5% of missed uptime, capped at 30% of the month’s fee. Credits are the exclusive remedy for uptime shortfalls.

10. Mutual indemnification

DealerKey indemnifies Dealer against third-party claims that the widget or arbitrage reports, as provided by DealerKey, infringe a US patent, copyright, or trademark.

Dealer indemnifies DealerKey against any third-party claim arising from (a) Dealer’s retail sale to its customer, (b) Dealer’s violation of dealer licensing, warranty, odometer, title, or advertising law, (c) content Dealer adds to arbitrage reports, and (d) Dealer’s handling of leads captured through the widget.

11. Disclaimer & liability cap

The service is provided “as is.” DealerKey disclaims all implied warranties (merchantability, fitness, non-infringement) to the maximum extent permitted by law.

Each party’s total aggregate liability is capped at the fees Dealer paid DealerKey in the 12 months preceding the claim. Neither party is liable for lost profits, lost vehicle margin, or any indirect, incidental, consequential, special, or punitive damages. The liability cap does not apply to Dealer’s payment obligations or to breaches of Sections 5 (Leads), 6 (IP), or 10 (Indemnity).

12. Confidentiality

Each party will protect the other’s Confidential Information (including unreleased product features, pricing, and customer data) with reasonable care and will not disclose it except to employees and contractors with a need to know and a written duty of confidentiality. This section survives termination for three years (indefinitely for trade secrets).

13. Data processing

DealerKey acts as a service provider / processor for lead data flowing through the widget to Dealer’s CRM. DealerKey will (a) process such data only to provide the service, (b) assist Dealer with data-subject requests from Dealer’s customers, and (c) delete lead data on termination unless retention is required by law. A Data Processing Addendum is available on request.

14. Assignment

Neither party may assign this Agreement without the other’s written consent, except that either party may assign to a successor in interest of all or substantially all of its assets. Any attempt otherwise is void.

15. Publicity

Neither party will issue a press release or case study naming the other without prior written approval, which will not be unreasonably withheld.

16. Governing law, venue, and disputes

This Agreement is governed by Utah law. Exclusive venue is Salt Lake County, Utah. Disputes go through the same informal resolution and arbitration path set out in the Terms of Service arbitration section, with the following adjustments for B2B Dealers: the 30-day opt-out window does not apply, and JAMS rules may be substituted for AAA at either party’s election.

17. Entire agreement

This Agreement, any order form, and any Data Processing Addendum are the entire agreement between the parties for the dealer plan and supersede any prior oral or written understanding. Amendments must be in writing. If a provision is unenforceable, the rest remains in effect.

18. Contact

DealerKey Auto — Attn: Dealer Partnerships
1096 N 450 W
Springville, UT 84663
Email: dallin@dealerkeyauto.com