SavvyDealer Chat — Terms of Use

Version 2.0

These Terms of Use (“Terms”) govern your access to and use of the SavvyDealer Chat service (“Service”) provided by SavvyDealer (“SavvyDealer,” “we,” “us”). By accessing or using the Service, you (“Dealer,” “you”) agree to these Terms. If you do not agree, do not use the Service.

1. Acceptance and Authority

The individual accepting these Terms represents and warrants that they are authorized to bind the Dealer entity. If you accept these Terms on behalf of an entity, “you” and “Dealer” refer to that entity and its employees, agents, contractors, and affiliates that access the Service.

2. Beta / Early Access; Service Provided “AS IS”

The Service is offered as a free, Beta / Early Access program. The Service is provided “AS IS” and “AS AVAILABLE,” without warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, accuracy, reliability, availability, title, or non-infringement. Features may change, break, degrade, or be removed without notice. You use the Service at your sole risk.

3. No Uptime or Availability Guarantee

SavvyDealer makes no commitment regarding uptime, response time, latency, throughput, or continuous availability. The Service may be slow, degraded, interrupted, suspended, or unavailable at any time, with or without notice, for any reason or no reason. SavvyDealer is not liable for any loss, lost sales, lost leads, missed opportunities, or other damages resulting from downtime, outages, errors, bugs, or unavailability.

4. Force Majeure

SavvyDealer is not liable for any failure or delay caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government action, pandemic, internet or utility outages, denial-of-service attacks, third-party provider failures (including cloud hosting and AI model providers), or labor disputes.

5. Your Data and Prohibited Data

5.1 Your Responsibility

You are solely responsible for:

• All content, messages, customer data, personally identifiable information (“PII”), and other information you, your employees, your agents, your customers, your integrations, or any party using your credentials submit to or through the Service (“Dealer Data”);
• Obtaining all consents, authorizations, and disclosures required under applicable law before submitting Dealer Data to the Service, including under the FTC Safeguards Rule, Gramm-Leach-Bliley Act (“GLBA”), Telephone Consumer Protection Act (“TCPA”), CAN-SPAM Act, CCPA/CPRA, Colorado Privacy Act, Virginia CDPA, and any other applicable consumer-protection or data-protection laws;
• Configuring access controls, employee training, credential security, and internal policies to prevent unauthorized disclosure of Dealer Data;
• Maintaining your own backups of any Dealer Data you wish to retain; and
• Promptly notifying SavvyDealer of any suspected unauthorized access to or misuse of the Service.

5.2 Prohibited Data

You agree not to submit to the Service any of the following:

• “Nonpublic personal information” as defined under GLBA (15 U.S.C. § 6809) and the FTC Safeguards Rule (16 C.F.R. Part 314), including Social Security numbers, driver's license numbers, dates of birth, financial account numbers, payment card data, credit application data, credit reports, or income information;
• Protected health information subject to HIPAA;
• Full payment card numbers or other data subject to PCI-DSS;
• Information of individuals known or reasonably believed to be under 18;
• Information of individuals located outside the United States; or
• Any data the submission of which would violate any law, regulation, contract, or third-party right.

You acknowledge the Service is not designed or warranted for the storage, processing, or transmission of Prohibited Data, and any submission of Prohibited Data is at your sole risk and in violation of these Terms.

6. Data Processing Roles

As between the parties, Dealer is the “business,” “controller,” or equivalent role under applicable privacy law with respect to all personal information processed through the Service, and SavvyDealer acts as a “service provider,” “processor,” or equivalent. SavvyDealer will process personal information only as necessary to provide, secure, and improve the Service, will not “sell” or “share” personal information as those terms are defined under applicable law, and will not combine personal information from the Service with personal information from other sources except as permitted by law.

7. AI Models and Output

The Service uses third-party artificial-intelligence models. SavvyDealer will not use Dealer Data to train, fine-tune, or improve any general-purpose AI model. SavvyDealer may use de-identified, aggregated data to monitor, secure, debug, and improve the Service.

Outputs generated by AI (“Output”) may be inaccurate, incomplete, biased, or fabricated. You must independently verify Output before relying on it for any business, legal, financial, lending, compliance, or customer-facing purpose. SavvyDealer is not liable for any decision you make based on Output.

8. TCPA, CAN-SPAM, and Consumer Contact Laws

You are solely responsible for obtaining and documenting all consents required under the TCPA, CAN-SPAM Act, state mini-TCPA statutes, FCC rules, and any other applicable consumer-contact laws before using the Service to contact any consumer by phone, SMS, email, or other means. You represent and warrant that you maintain documented consent records and honor opt-out requests within the timeframes required by law.

9. Subprocessors

SavvyDealer may engage third-party service providers (“Subprocessors”) to operate the Service, including cloud hosting providers, AI model providers, communications providers, and analytics providers. By using the Service, you authorize these Subprocessors. SavvyDealer may add or change Subprocessors at any time without notice. A current list is available on request to support@savvydealer.com.

10. No Security Warranty; Disclaimer of Liability for Breach

You acknowledge that no online service can be guaranteed to be completely secure. SavvyDealer implements commercially reasonable security measures but does not warrant that the Service will be free from unauthorized access, interception, breach, loss, or corruption.

To the maximum extent permitted by law, SavvyDealer disclaims all liability for:

• (a) Any unauthorized access, disclosure, exfiltration, alteration, deletion, or loss of Dealer Data, whether caused by you, your employees, your agents, your customers, your Subprocessors, your integrations, malicious actors, or any other party;
• (b) Any breach, leak, or compromise originating from your systems, accounts, credentials, devices, networks, personnel, or vendors connecting to the Service via your credentials or API keys;
• (c) Any breach, leak, or compromise caused by Subprocessors, hosting infrastructure, AI model providers, or upstream vendors used to operate the Service;
• (d) Any consequential, incidental, indirect, special, exemplary, or punitive damages, including lost profits, lost data, lost goodwill, regulatory fines, or notification or remediation costs, even if SavvyDealer was advised of the possibility of such damages.

11. Indemnification

You agree to defend, indemnify, and hold harmless SavvyDealer, its officers, employees, contractors, and affiliates from and against any and all claims, demands, investigations, fines, penalties, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• (a) Your use of the Service;
• (b) Dealer Data submitted to or through the Service, including any Prohibited Data;
• (c) Your violation of any law, regulation, or third-party right (including privacy, publicity, intellectual property, or contract rights);
• (d) Any actual or alleged data breach, leak, or unauthorized disclosure originating from your systems, personnel, vendors, integrations, or accounts;
• (e) Any consumer-contact claim, including under TCPA, CAN-SPAM, or state consumer-protection statutes; and
• (f) Your breach of these Terms.

This indemnity applies regardless of whether SavvyDealer's negligence contributed to the claim, to the maximum extent permitted by law.

12. Limitation of Liability

To the maximum extent permitted by law, SavvyDealer's total aggregate liability arising out of or related to the Service or these Terms shall not exceed one hundred U.S. dollars ($100.00) in the aggregate over any twelve (12) month period. This cap applies regardless of the legal theory (contract, tort, statute, or otherwise) and even if any limited remedy fails of its essential purpose. Because the Service is provided free of charge, you acknowledge this cap is reasonable.

13. Termination and Discontinuation — Sole Discretion

SavvyDealer may, at any time and for any reason or no reason, in its sole discretion and without liability:

• Suspend, throttle, or terminate your access to the Service;
• Modify, degrade, or remove any feature of the Service;
• Discontinue the Service entirely, in whole or in part, permanently or temporarily.

Upon termination, SavvyDealer may delete Dealer Data at any time without further notice. SavvyDealer is not obligated to return Dealer Data but may, in its sole discretion, provide an export window of up to thirty (30) days. Backup copies may persist for up to ninety (90) days in the ordinary course of business. SavvyDealer has no obligation to refund, credit, or compensate you for any reason, including because the Service is provided free of charge.

14. Acceptable Use

You agree not to:

• Use the Service to violate any law or third-party right;
• Submit malware, scrape the Service, reverse-engineer it, or attempt to bypass security or rate limits;
• Resell, sublicense, white-label, or provide the Service to any third party as a paid offering;
• Use the Service to harass, deceive, or harm consumers, including in violation of FTC dealer-advertising rules or state UDAP statutes;
• Use the Service to make automated decisions affecting consumer credit, employment, housing, or insurance.

SavvyDealer may terminate any account in violation of this section immediately and without notice.

15. No Professional Advice

The Service does not provide legal, tax, accounting, financial, compliance, lending, or other professional advice. Output is for informational purposes only. You are responsible for consulting qualified professionals before acting on any Output.

16. U.S. Only

The Service is offered solely to dealerships located in the United States. You agree not to access or use the Service from outside the United States or to submit data of individuals located outside the United States.

17. Compelled Disclosure

SavvyDealer may disclose Dealer Data if required by law, subpoena, court order, or government request, and may do so without prior notice to you where prohibited by law or where notice would be impractical.

18. Feedback

Any feedback, suggestions, or ideas you provide regarding the Service are non-confidential, and SavvyDealer may use them for any purpose without obligation, attribution, or compensation.

19. No Insurance Representation

SavvyDealer makes no representation that it carries cyber-liability, errors-and-omissions, or other insurance covering the Service or any losses arising from its use.

20. Notice

SavvyDealer may give you notice by email to the address associated with your account, by in-product message, or by posting on the Service. You give notice to SavvyDealer by email to support@savvydealer.com.

21. Changes to These Terms

SavvyDealer may update these Terms at any time by posting an updated version. Continued use of the Service after changes are posted constitutes acceptance.

22. Survival

Sections 5 (Your Data and Prohibited Data), 6 (Data Processing Roles), 7 (AI Models and Output), 10 (Disclaimer of Liability), 11 (Indemnification), 12 (Limitation of Liability), 13 (Termination — including data deletion provisions), 14 (Acceptable Use), 17 (Compelled Disclosure), 18 (Feedback), 23 (Governing Law and Arbitration), and any other provision that by its nature should survive will survive termination of these Terms.

23. Governing Law; Arbitration; Class Action Waiver

23.1 Governing Law

These Terms are governed by the laws of the State of [YOUR STATE], without regard to conflict-of-laws principles.

23.2 Arbitration

Any dispute arising out of or related to these Terms or the Service shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, in [YOUR COUNTY], [YOUR STATE]. Judgment on the award may be entered in any court of competent jurisdiction.

23.3 Class Action Waiver

Each party waives any right to participate in a class, collective, consolidated, or representative action. Disputes must be brought individually.

23.4 Injunctive Relief

Either party may seek injunctive or equitable relief in court for intellectual property infringement, breach of confidentiality, or violation of Section 14 (Acceptable Use).

23.5 Jury Trial Waiver

To the extent any matter proceeds in court, each party waives the right to a jury trial.

24. Miscellaneous

24.1 Severability

If any provision is held unenforceable, the remaining provisions remain in effect.

24.2 No Waiver

Failure to enforce any provision is not a waiver of future enforcement.

24.3 Assignment

You may not assign these Terms without SavvyDealer's prior written consent. SavvyDealer may freely assign these Terms, including in connection with a merger, acquisition, reorganization, or sale of assets.

24.4 No Agency

Nothing in these Terms creates a partnership, joint venture, employment, fiduciary, or agency relationship between the parties.

24.5 Entire Agreement

These Terms (together with any Privacy Policy and any addendum referenced herein) are the entire agreement between you and SavvyDealer regarding the Service and supersede any prior agreements or understandings.

Contact

Questions about these Terms: support@savvydealer.com