Updated June 11, 2025
This page reflects the current subscription agreement published for AutoRaptor CRM services.
It covers service access, licensed sites, billing, renewals, data handling, liability, and additional terms for integrations, call recording, and AI-assisted workflows.
Under the terms of this Agreement AutoRaptor (“AR”) will provide You online use (via the Internet) of AutoRaptor CRM automobile sales solution, including any mobile application used to interface with the online solution (“AutoRaptor”), together with the support and technical services as more fully set forth below (the “Services”).
AR hereby grants You a non-exclusive, non-transferable, right to use and access the Service via the Internet, solely for Your own internal business purposes, subject to the terms of this Agreement. You and Your employees may only access the Services via the Internet and while physically present at the Licensed Site or Sites (as defined in Section 2) for which You have expressly purchased the Services by entering into a “Licensed Site Addendum” with AR. All rights not expressly granted to You are reserved by AR.
AR shall make the Services accessible 24 hours, seven days a week, provided, however, that from time to time, AR may perform scheduled or unscheduled maintenance as may be necessary to maintain the proper operation of AutoRaptor, and access to AutoRaptor and the data You have input into AutoRaptor that is stored by AR (“Hosted Data”) may be impaired or interrupted while such maintenance is being performed. AR may conduct scheduled maintenance between the hours of 12 a.m. and 8 a.m. Eastern Time, United States, or such time period as AR may from time to time substitute by providing notice to You, including by posting an electronic message or bulletin to You, or to all subscribers, on AutoRaptor. AR shall provide reasonable phone support for technical and use related questions during its normal business hours.
You shall be solely responsible for Your Internet connection, including all access lines, all Internet service provider connection charges, and any long distance telephone charges. Except as permitted by the functionality of AutoRaptor, You shall not and shall not allow your employees to access, attempt to access, copy, modify, nor interfere with AutoRaptor, the Service, or AR’s computer systems (collectively, the “AR Systems”), or use AutoRaptor or the Service for any purposes beyond the scope of access granted in this Agreement. You shall not at any time, directly or indirectly, and shall not permit any employee or third party to rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services, reverse engineer or decompile any software component, remove proprietary notices, or use the Services in any way that violates applicable law or the rights of any person. The use of tools that inject or otherwise change AutoRaptor’s application code is prohibited.
Notwithstanding anything to the contrary in this Agreement, AR may temporarily suspend Your access to any portion or all of the Services if AR reasonably determines that there is a threat or attack on any of the AR Systems, Your use of the Services disrupts or poses a security risk, You are using the AR Systems for fraudulent or illegal activities, AR’s provision of the Services is prohibited by applicable law, or a third-party vendor required for the Services has suspended or terminated access (a “Service Suspension”). AR shall use commercially reasonable efforts to provide written notice of any Service Suspension and to resume providing access as soon as reasonably possible after the event giving rise to the suspension is cured. AR will have no liability for any damage, liabilities, losses, including loss of data or profits, or any other consequences that You may incur as a result of a Service Suspension.
As part of the Services, AR shall use good faith efforts to implement security measures such as password protection and encryption and maintain other safeguards, including virus protection safeguards, reasonably intended to prevent the destruction, loss, interception, or alteration of Hosted Data by unauthorized persons and consistent with current commercial practices in the industry. The parties expressly recognize that, although AR shall take such reasonable steps, it is impossible to maintain flawless security. Except with respect to AR’s express obligations in this paragraph, You are solely responsible for any damage caused by unauthorized destruction, loss, interception, or alteration of Hosted Data by unauthorized persons. AR shall not use Hosted Data except to provide the Services, aggregate information for statistical analysis and business measures, monitor use for security purposes, and enforce this Agreement. AR shall not disclose Hosted Data to a third party except to subcontractors who need to know such information in order to provide the Services and who are bound by similar confidentiality obligations.
By entering into this Agreement and onboarding to the AutoRaptor platform with the Company’s Employer Identification Number (EIN), dealership license number, or any other official registration credential associated with the Company, the Company acknowledges and agrees that it is fully bound by the terms of this Agreement, regardless of the actual employment status, title, or continued employment of the individual who executed this Agreement.
The Company expressly assumes full financial and legal responsibility for all obligations under this Agreement, including but not limited to all fees, usage charges, taxes, and term commitments. The Company further agrees that the departure, termination, or unauthorized signing by the individual executing this Agreement shall not relieve the Company of any obligation under this Agreement. Any individual signing this Agreement is deemed authorized by the Company, and the Company waives any defense based on lack of actual authority or subsequent termination of such individual’s relationship with the Company.
The Licensed Site Addendum lists the number and locations of the licensed sites (“Licensed Sites”) for which You are subscribing for Services. From time to time during the Term, You may add additional dealership locations as Licensed Sites by executing an amended Licensed Site Addendum with AR. Any facility or contiguous facilities located at the same address shall be deemed one location or Licensed Site. A dealership with multiple facilities located at different addresses must purchase a Licensed Site subscription for each such location in order for all such locations to be Licensed Sites and have access to Services hereunder.
You may elect to transfer a Licensed Site to a new location by providing at least sixty (60) days prior written notice to AR stating the address of the new facility, identifying the address of the facility that will cease to be a Licensed Site, and stating the effective date of such transfer. Upon the effective date of transfer, the new facility will be a Licensed Site and You shall cease to use or access the Services from the former Licensed Site.
You may terminate Your subscription for some or all Licensed Sites on Your Contract Renewal Date by providing written notice to AR at least sixty (60) days prior to such Contract Renewal Date identifying the addresses of the Licensed Sites being terminated. From time to time during the Term, AR may offer additional services, including additional features to AutoRaptor, (“Additional Services”) available for an additional monthly fee (the “Additional Services Fee”). You may subscribe for such Additional Services by entering into an amended Licensed Site Addendum with AR or by submitting a purchase order accepted by AR.
You agree to pay monthly to AR for each Licensed Site the then current “Site Subscription Fee” and, if any, the then current Additional Services Fees. In addition, You agree to pay the one-time “Set Up Fee” listed on the Licensed Site Addendum for each Licensed Site. Effective upon the next Renewal Date, AR may increase the Site Subscription Fee, the Set Up Fee for subsequently added Licensed Sites, and Additional Services Fees by delivering written notice at least sixty (60) days prior to the Renewal Date on which such increase shall become effective.
The Site Subscription Fee and any usage-based fees shall be billed monthly in advance. Usage-based fees will be calculated based on the average usage over the preceding three (3) months, unless otherwise agreed in writing.
AR shall invoice You for amounts owed hereunder when due and You shall pay all valid invoices within ten (10) days from AR’s invoice date. AR may discontinue performance under this Agreement if You fail to pay any sum due and fail to cure such failure within ten (10) days of receiving written notice from AR. AR reserves the right to charge and collect a service fee on any unpaid, past-due amounts equal to the lesser of one and one-half percent (1 1/2%) per month or the maximum amount permitted by law. You will reimburse AR for all reasonable collection expenses, including reasonable attorneys’ fees, collection agency fees, and court costs, for delinquent amounts. You authorize AR to charge all amounts owed hereunder to such credit card as such amounts become due. You may not initiate chargebacks from your card or bank; all fees are final and non-refundable. Should You initiate a chargeback, You agree to pay the chargeback fee and any incremental payment processing fees.
All payments due hereunder shall be net of any applicable sales, use, and other taxes, and You agree to pay, or reimburse AR, as the case may be, any taxes due in connection with this Agreement, excluding taxes on AR’s income, for which AR is solely responsible. AR shall not invoice You for any taxes for which You have provided AR with an appropriate exemption certificate for the applicable delivery jurisdiction.
This Agreement shall commence on the effective date listed and continue for the period specified on the Licensed Site Addendum as the “Initial Term.” Thereafter, this Agreement shall renew automatically for successive renewal terms (“Renewal Term”) of the same period as the Initial Term or explicitly defined Renewal Term, whichever is greater, unless either party provides written notice of non-renewal at least sixty (60) days prior to a renewal date (each a “Renewal Date”), or unless earlier terminated as provided below. Termination requests from the signing party will not be honored if the account has an outstanding balance. As part of the termination process, the signing party agrees to participate in an exit interview with AR. Termination requests must be made by the account owner. In the event of early termination, the signing party will be financially responsible for the remainder of the term subscription balance.
Either party has the right to terminate this Agreement if the other party is in default of any material obligation under this Agreement, which default is incapable of cure or which, being capable of cure, has not been cured within ninety (90) calendar days after receipt of written notice of such default, or such additional cure period as the non-defaulting party may authorize in writing. Notwithstanding the foregoing, AR may terminate this Agreement immediately if You fail to make one or more monthly payments owed under Section 3 within ten (10) business days after the due date or if You breach Your obligations under Section 1. If this Agreement is terminated or expires for any reason, all licenses granted to You shall terminate, You shall cease to use and access the Services, and AR shall promptly transfer an electronic copy of Hosted Data, in the format in which it is stored by AutoRaptor or in an Excel spreadsheet. Hosted Data will not be transferred if You have an outstanding balance.
The following terms and conditions shall survive any termination or expiration of this Agreement: Sections 3, 5, 6, 7 and 8.
AR and its licensors are the sole owners of AutoRaptor and of all copyright, trade secrets, patent, trademark, and other intellectual property rights in and to AutoRaptor and the Services. This Agreement does not provide You with title to or ownership of AutoRaptor or the Services, but only a right of limited remote use under the terms and conditions of this Agreement.
AR warrants that AutoRaptor shall work in material accordance with the then current applicable user documentation provided to You by AR. As AR’s sole obligation, and Your sole remedy, for any breach of this limited warranty of performance, AR shall make reasonable efforts to correct any such nonconformance that can be replicated by AR or demonstrated to AR by You. Except as expressly stated in this section, AR disclaims any and all representations and warranties, express or implied, by operation of law or otherwise, regarding or relating to AutoRaptor, the Services, the Additional Services, or any other products or services delivered under this Agreement. AR specifically disclaims all implied warranties, including merchantability, fitness for a particular purpose, non-infringement, and that the Services will be uninterrupted or error free.
You understand and agree that You are solely responsible for ensuring that Your use of the Service complies with all applicable laws, including laws relating to the use, privacy, or security of personal information and the sending of promotional or informational electronic communications. You represent and warrant that You have all required consents, authorizations, and rights to send electronic communications, including email campaigns and promotional or informational SMS text messages, to any recipients through the Services. You further represent and warrant that You have the right to transfer personal information to AutoRaptor as may be necessary for Your use of the Services and that any such transfers comply with applicable law. You agree to implement commercially reasonable measures to ensure Your secure access and use of the Services. You shall ensure that all passwords and log-in information are treated as confidential and disclosed only to employees with a legitimate need to access the Services. You shall be solely responsible for any unauthorized access to, or breach of security of, the Services that is caused by You, in whole or in part.
You shall defend, indemnify, and hold harmless AR against any and all damages, liabilities, claims, costs, charges, lawsuits, proceedings, judgments, and expenses, including interest, penalties, and reasonable attorneys’ fees, incurred by AR as a result of any breach by You of Your representations, warranties, or obligations under this Subscription Agreement, Your failure to comply with applicable law in connection with Your use of the Services, Your failure to obtain appropriate authorization or consent from any recipient of an email, SMS text message, or other electronic communication sent using the Service, or any unauthorized access to or compromise of the Services caused in whole or in part by You.
AR shall indemnify, defend, and hold harmless You from and against any Losses incurred by You resulting from any third-party claim that AutoRaptor, the Services, or any use of the Services in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights (“IP Claim”), provided that You promptly notify AR in writing, cooperate with AR, and allow AR sole authority to control the defense and settlement of such IP Claim. If an IP Claim is made or appears possible, You agree to permit AR, at AR’s sole discretion, to modify or replace AutoRaptor or the Services to make them non-infringing, obtain the right for You to continue using them, or terminate this Agreement and provide a pro-rata refund of any prepaid fees for the remaining Term. This paragraph does not apply where the alleged infringement arises from combinations or modifications not provided or authorized by AR or from Hosted Data.
You agree to indemnify, defend, and hold harmless AutoRaptor, its affiliates, officers, employees, and agents from and against all third-party claims, losses, damages, liabilities, penalties, fines, costs, and expenses, including reasonable attorneys’ fees, arising out of or in connection with any failure to notify or obtain required consent from call participants, any violation of Calling Laws or other applicable regulations in connection with the use of Call Services, or Your configuration and use of call recording or transcription features. Except with respect to Your indemnification obligations and Your obligations to pay outstanding amounts owed hereunder, the maximum aggregate liability of either party arising out of or relating to this Agreement shall not exceed the total fees paid by You to AR during the twelve months preceding the events giving rise to such claim.
To the maximum extent permitted by applicable law, AR and its suppliers and licensors will not be liable for any loss of revenue, profits, or goodwill or for any special, incidental, indirect, consequential, or punitive damages or losses resulting from AR’s or AutoRaptor’s performance or failure to perform pursuant to the terms of this Agreement, from the furnishing, performance, or loss of use of such products or services, including any interruption of business, whether resulting from breach of contract or other legal liability whatsoever, even if AR has been advised of the possibility of such damages.
When you connect third-party accounts to AutoRaptor, any credentials you provide, like passwords, API keys, authentication tokens, or similar, are handled as “Sensitive Data.” We transmit them exclusively over secure TLS 1.2+ channels with 256-bit encryption and store them encrypted at rest, such as AES-256, with no plaintext storage. Access is strictly limited to authorized personnel under confidentiality agreements and granted only least-privilege access with regular audits. You remain responsible for safeguarding your credentials, choosing strong passwords, and promptly notifying us of any compromise. We use your credentials solely to provide your requested integrations and will never sell, share, or use them beyond that scope.
Subject to your acceptance of these Terms, AutoRaptor provides a feature that allows you to enable or disable call recording and transcription via your account settings.
By enabling or using call recording and transcription features (“Call Services”), you are fully responsible for complying with all applicable local, national, and international laws governing call recording and transcription, including obtaining any required consent from participants (“Calling Laws”). AutoRaptor does not monitor, determine, or verify your compliance.
You agree that before initiating any call recording or transcription, you will provide all legally required notices and obtain consent from all participants. You will not use Call Services in violation of applicable laws or without meeting required legal consent standards. AutoRaptor makes no representation or warranty regarding the legality or admissibility of recordings or transcripts obtained via Call Services.
To the fullest extent permitted by applicable law, you hereby release, waive, and discharge AutoRaptor, its affiliates, officers, employees, and agents from any and all claims, demands, causes of action, liabilities, damages, costs, and expenses, including attorneys’ fees, arising out of or relating to your use of Call Services, including any legal proceeding, regulatory action, lawsuit, or penalty resulting from your failure to obtain proper consent or comply with Calling Laws.
The AI Sales Assistant feature (“Assistant”) is provided strictly on an “as-is” and “as-available” basis. AutoRaptor makes no guarantees, representations, or warranties, whether express or implied, including regarding accuracy, reliability, fitness for a particular purpose, non-infringement, completeness, or error-free operations. You acknowledge that outputs from the Assistant may be inaccurate, incomplete, or otherwise fallible, and You alone assume all risks and liabilities arising from Your use or reliance on AI-generated content.
Neither party shall assign, delegate, sublicense, or transfer any of its obligations, responsibilities, rights, or interests under this Agreement without the written consent of the other party, except to a successor in a merger or sale of substantially all capital stock, assets, or business, or solely with respect to AR, a majority-owned subsidiary or affiliate under common control. Any prohibited assignment or transfer shall be void and without force or effect.
In the event that either party is unable to perform any obligations under this Agreement because of causes beyond its reasonable control, including acts of God, accidents, fire, flood, hurricane, tornado, storm, war, terrorism, sabotage, riot, civil disorder, governmental action, communications or power failure, earthquake, lockout, strike, labor disturbance, illness, epidemic, quarantine, death, or other natural or artificial disaster (each, a “Force Majeure Event”), the affected party shall immediately give notice to the other party and shall do everything possible to resume performance. Upon receipt of such notice, all obligations under this Agreement shall be immediately suspended and performance times extended for a period equivalent to the delay caused. Nothing herein excuses any delay of payment that is validly due by You under this Agreement.
This Agreement supersedes and replaces any and all prior agreements, contracts, terms of service, or subscription agreements between the parties relating to AutoRaptor services, whether written or oral, executed or unexecuted. All existing subscriptions, licenses, and services currently provided by AutoRaptor to Company, regardless of when initiated or under what terms they were originally established, shall be governed exclusively by the terms and conditions set forth in this Agreement as of the effective date hereof. Company acknowledges that by executing this Agreement, any more favorable terms that may have existed in prior agreements are hereby terminated and replaced by these terms.
Unless expressly stated otherwise, any notice, demand, request, or delivery required or permitted under this Agreement shall be in writing and deemed given when delivered personally, on the next business day after timely delivery to an overnight courier, on the third business day after deposit in the U.S. mail by certified or registered mail, return receipt requested, postage prepaid, or upon confirmation of receipt by facsimile transmission, in each case addressed to the party at the address set forth on the Licensed Site Addendum or as later modified by written notice.
All questions concerning the validity, operation, interpretation, and construction of the Agreement will be governed by and determined in accordance with the substantive laws of the State of Florida, without regard to conflict of laws provisions. Any action brought pursuant to or in connection with this Agreement shall be brought only in the state or federal courts within the State of Florida, except as necessary to enforce any final judgment, award, or determination. Both parties submit to the personal jurisdiction of the courts of Florida and waive any objections to venue in such courts.
Neither party shall by mere lapse of time, without giving notice or taking other action hereunder, be deemed to have waived any breach by the other party. The waiver by either party of a particular breach shall not be construed as or constitute a continuing waiver of such breach or of other breaches of the same or other provisions of this Agreement.
The parties acknowledge that this Agreement, including Licensed Site Addendums, is the complete and exclusive statement of agreement respecting the subject matter hereof and supersedes, replaces, and renders null and void any and all prior or contemporaneous agreements, proposals, understandings, representations, conditions, and other communications between the parties relating to any AutoRaptor services, subscriptions, or licenses, regardless of when such services were initiated.