Showroom Clicks TERMS AND CONDITIONS

Please read the following conditions carefully as they govern the provision of services by Showroom Clicks ("we," “us”, "our" or "Showroom Clicks") to your Dealership (referred to as “Dealer,” “you,” “your” or “Dealership”) upon submission of either or both of the following: (i) any Showroom Clicks Order Form, and/or (ii) a sign-up via an online form to Showroom Clicks and Showroom Click’s acceptance of such Form(s) (each an "Order Form”).

1. Introduction and Scope of Services

Showroom Clicks ("Showroom Clicks", "we", "us", or "our") provides services subject to these Terms and Conditions (the “Terms and Conditions”), the terms and conditions, if any, of the Services in which you participate, including any documents referenced therein (each, "Service Terms"), and the terms and conditions of any Showroom Clicks Order Form you enter into that specifically references these Terms and Conditions and/or applicable Service Terms (each, an "Order Form") (collectively, the "Agreement").

In the Agreement:

  • "Participating Dealer" means any dealership that is owned or controlled by Dealer that participates in a Service hereunder.

  • "Showroom Clicks Entities" means Showroom Clicks, its Affiliates, and its and their officers, directors, consultants, contractors, agents, attorneys, employees, partners, and third-party service providers.

In the event of any conflict between the terms of this Agreement and the terms of an Order Form, the terms of that Order Form shall control. Hand-written modifications to an Order Form will not be effective or binding on Showroom Clicks unless initialed by legal counsel for Showroom Clicks.

From time-to-time Showroom Clicks may elect to reflect in the form of an email or other electronic communication to Dealership:
(i) the specific advertising and marketing services, widgets, or tools that Showroom Clicks will be providing, and/or
(ii) Dealership's request for modification of the terms of an Order Form (including a modification to the amount to be expended by Dealership for a Service).

Upon acknowledgement or consent by Dealership, that electronic communication will be deemed an “Order Form” (or modification thereto) for purposes of this Agreement.

2. Fees

You will pay Showroom Clicks the fees set forth in the applicable Order Form(s) for each Service in which you participate ("Fees").

  • Set-up fees are payable in full immediately upon submission of a completed Order Form.

  • Monthly service fees begin accruing upon activation (as defined in Section 3) and are due in advance on the first day of each calendar month.

  • If Services activate mid-month, the first invoice will include prorated fees plus the first full month.

Additional Customer Support hours exceeding the included amount will be billed at $100 per hour.

Unpaid amounts shall accrue interest at 1.5% per month (or maximum allowed by law), whichever is less, plus all costs of collection including attorneys’ fees. Showroom Clicks may modify Fees upon thirty (30) days written notice. If Dealership objects to such modification, Dealership must provide written notice within ten (10) days. Continued use of Services after the effective date constitutes acceptance.

Showroom Clicks shall not be obligated to allow termination solely due to fee modification during the Initial Term.

All Fees are non-refundable. No refunds or credits will be issued for partial months of service, unused services, campaign performance, or early termination unless expressly agreed in writing by Showroom Clicks.

Failure to use Services does not relieve Dealership of payment obligations.

a. Delinquent Fees

Showroom Clicks may cease rendering any or all Services, without notice, if you are delinquent or in breach of this Agreement. Such action does not terminate the Agreement unless terminated under Section 3.

b. Credit Card Authorization

By submitting an Order Form, you authorize Showroom Clicks to charge your credit card for all Fees due under the Agreement. Recurring charges will continue throughout the Term unless terminated under Section 3. Termination of automatic billing may require 7–10 business days to process.

3. Term and Termination

The Term begins upon submission of an Order Form and continues for the Initial Agreement Term stated in the Order Form. The Initial Agreement Term begins upon activation of the Showroom Clicks Interactive Platform/Services (no later than 45 days from signed Order Form unless otherwise agreed). After the Initial Term, the Agreement automatically converts to month-to-month unless terminated by either party with thirty (30) days written notice. Except for non-payment, neither party may terminate for breach unless the breaching party fails to cure within fifteen (15) days after written notice.

Showroom Clicks may terminate the Agreement during the Term upon sixty (60) days written notice. Upon termination, Showroom Clicks will cease providing services and no further monthly fees shall accrue after the effective termination date.

a. Immediate Termination

 Showroom Clicks may terminate immediately if:

  • Launch does not occur within reasonable time

  • Fees remain unpaid

  • Dealership breaches the Agreement

  • Services violate law

  • Dealer abuses Services

  • Bankruptcy or receivership

  • Dealer use is deceptive, misleading, unfair, or unlawful (5 business days’ notice)

b. Acceleration

If Showroom Clicks terminates due to Dealer breach, the following become immediately due:

  • All unpaid Fees

  • All Fees due through the remainder of the Initial Term

  • All third-party commitments entered into on Dealer’s behalf

  • All campaign costs already committed or scheduled

No obligation to mitigate damages.

Reactivation fee: $250

c. Notice of Termination

Termination notices from Dealership must be sent by Owner/Operator or GM via email to: ap@DealerCMO.com

Sections 2 (for 90 days after termination), 4–18, and defined terms survive termination.

4. Restrictions on Use of Information and Data

Each party represents that it maintains adequate safeguards for Non-Public Personal Information and complies with applicable law regarding data protection and breach notification.

5. Confidentiality

Confidential Information includes non-public proprietary information disclosed in any form and marked confidential (or confirmed in writing if oral). Exclusions apply for publicly available, previously known, independently developed, or lawfully obtained information.

Disclosure permitted:

  • To employees/contractors under confidentiality obligations

  • Pursuant to subpoena or legal process

  • To potential investors or purchasers under confidentiality

  • As required by law

6. Sharing of Data and Information

Showroom Clicks retains ownership of:

  • All proprietary technology

  • Platform code

  • Marketing strategies

  • Campaign structures

  • Creative frameworks

  • Reporting dashboards

  • Automation workflows

  • Showroom Clicks intellectual property

Dealership retains ownership of:

  • Its customer data

  • Its vehicle inventory data

  • Its trademarks

However:

Showroom Clicks may use aggregated, anonymized, or performance-based data for benchmarking, internal analytics, product improvement, and marketing purposes.

Showroom Clicks may share dealership data with:

  • OEMs granting franchise

  • OEM affiliates

  • Third-party vendors engaged by Dealer at Dealer’s request

Dealership consents to such sharing.

7. Dealer-Supplied Information

Dealership is solely responsible for accuracy, compliance, and legality of all vehicle data, pricing, creative, and photos provided. Dealership agrees to defend, indemnify, and hold harmless Showroom Clicks and Showroom Clicks Entities from any claims, damages, regulatory actions, fines, penalties, attorney fees, or expenses arising out of:

  • Dealer-supplied content

  • Pricing errors

  • Compliance violations

  • OEM violations

  • Advertising disclosures

  • Consumer complaints

  • Regulatory enforcement actions

Indemnification survives termination.

Showroom Clicks has no obligation to verify compliance or label stock images.

Dealer bears responsibility for compliance with state advertising laws.

8. Representations and Indemnification

Dealership represents all supplied content is compliant and agrees to bear consequences for non-compliance.

9. Limitation of Liability

ALL SERVICES ARE PROVIDED WITHOUT WARRANTY.

In no event shall Showroom Clicks’ aggregate liability exceed the total Fees paid by Dealer in the three (3) months preceding the claim.

Under no circumstances shall Showroom Clicks be liable for:

  • Loss of profits

  • Loss of leads

  • Loss of sales

  • SEO ranking changes

  • Platform algorithm changes

  • OEM program modifications

  • Third-party platform suspensions

  • Google / Meta / OEM enforcement actions

10. INTELLECTUAL PROPERTY PROTECTION

All materials created by Showroom Clicks (including ad copy, landing pages, workflows, automation systems, custom reports, scripts, templates, and strategy documentation) remain Showroom Clicks intellectual property unless otherwise stated in writing. Dealership receives a limited, non-transferable license to use such materials solely during the Term.

Upon termination, Showroom Clicks may disable, remove, or restrict access to proprietary systems.

11. Representations

Dealership represents it:

  • Has authority to enter Agreement

  • Is licensed automobile dealer

  • Holds proper franchise for new vehicle sales

12. Dealership License

Dealership grants Showroom Clicks a non-exclusive, worldwide, royalty-free license to use dealership marks solely to perform Services. Showroom Clicks may sublicense as necessary.

13. Notices

Showroom Clicks may provide notice via email, mail, or contact info in Order Form.

Dealership must send updates to: support@DealerCMO.com

14. Choice of Law; Venue

Any dispute arising under this Agreement shall be resolved by binding arbitration in Santa Clara County, California under AAA rules.

15. Miscellaneous

Entire agreement clause, severability, force majeure, independent contractor status, non-assignment without consent (except merger/sale), no third-party beneficiaries, survival provisions.

Showroom Clicks may modify Agreement with prior notice.

16. Electronic Signatures Effective

Electronic signatures constitute binding agreement.

Dealer may request non-electronic version.

Internet access required to retain electronic Agreement.