DEALERCMO TERMS AND CONDITIONS
Please read the following conditions carefully as they govern the provision of services by DealerCMO ("we," “us”, "our" or "DealerCMO") to your Dealership (referred to as “Dealer,” “you,” “your” or “Dealership”) upon submission of either or both of the following: (i) any DealerCMO Order Form, and/or (ii) a sign-up via an online form to DealerCMO and DealerCMO acceptance of such Form(s) (each an "Order Form”).
1. Introduction and Scope of Services
DealerCMO ("DealerCMO", "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 DealerCMO 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.
"DealerCMO Entities" means DealerCMO, 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 DealerCMO unless initialed by legal counsel for DealerCMO.
From time-to-time DealerCMO 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 DealerCMO 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 DealerCMO 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. DealerCMO 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.
DealerCMO 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 DealerCMO.
Failure to use Services does not relieve Dealership of payment obligations.
a. Delinquent Fees
DealerCMO 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 DealerCMO 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 DealerCMO 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.
DealerCMO may terminate the Agreement during the Term upon sixty (60) days written notice. Upon termination, DealerCMO will cease providing services and no further monthly fees shall accrue after the effective termination date.
a. Immediate Termination
DealerCMO 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 day’s notice)
b. Acceleration
If DealerCMO 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
DealerCMO retains ownership of:
All proprietary technology
Platform code
Marketing strategies
Campaign structures
Creative frameworks
Reporting dashboards
Automation workflows
DealerCMO intellectual property
Dealership retains ownership of:
Its customer data
Its vehicle inventory data
Its trademarks
However:
DealerCMO may use aggregated, anonymized, or performance-based data for benchmarking, internal analytics, product improvement, and marketing purposes.
DealerCMO 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 DealerCMO and DealerCMO 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.
DealerCMO 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 DealerCMO’s aggregate liability exceed the total Fees paid by Dealer in the three (2) months preceding the claim.
Under no circumstances shall DealerCMO 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 DealerCMO (including ad copy, landing pages, workflows, automation systems, custom reports, scripts, templates, and strategy documentation) remain DealerCMO intellectual property unless otherwise stated in writing. Dealership receives a limited, non-transferable license to use such materials solely during the Term.
Upon termination, DealerCMO 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 DealerCMO a non-exclusive, worldwide, royalty-free license to use dealership marks solely to perform Services. DealerCMO may sublicense as necessary.
13. Notices
DealerCMO 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.
DealerCMO 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.