AutoDataMine Terms of Service
Effective date: [PUBLISH DATE] Last updated: [PUBLISH DATE]
These Terms of Service (these "Terms") govern your access to and use of the AutoDataMine website at autodatamine.com (the "Site") and the AutoDataMine Finance and AutoDataMine Sales applications (together with the Site, the "Services"). The Services are provided by Tortone Systems LLC, a Texas limited liability company doing business as AutoDataMine ("AutoDataMine", "we", "us", "our").
Two kinds of users. Paid use of the Services by a dealership and its staff is governed primarily by the Master Services Agreement (the "MSA") signed between AutoDataMine and the dealership. These Terms govern (a) general use of the Site, and (b) use of the Services by dealership staff to the extent not specifically covered by the MSA. If these Terms conflict with the MSA for a particular dealership, the MSA controls for that dealership.
By accessing or using the Services you agree to these Terms. If you do not agree, do not use the Services.
1. Eligibility & accounts
1.1 You must be at least 18 years old and have legal authority to agree to these Terms.
1.2 If you access the Services on behalf of a dealership, you represent that you have authority to bind that dealership to the MSA and these Terms.
1.3 You are responsible for the accuracy of your account information, for safeguarding your credentials, and for all activity under your account. Notify us promptly at security@autodatamine.com of any suspected unauthorized use.
2. Services & customer data
2.1 License to use. Subject to these Terms and the MSA, we grant each authorized dealership a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the applicable subscription term.
2.2 Customer data. As between you and us, the dealership owns all data the dealership or its end customers submit to the Services ("Customer Data"). The dealership grants us a limited license to process Customer Data solely to provide and improve the Services and as further described in the MSA and Data Processing Addendum.
2.3 AutoDataMine IP. The Services, including all software, documentation, branding, and improvements, are and remain the exclusive property of AutoDataMine (or its licensors). No rights are granted other than as expressly set out here or in the MSA.
2.4 Feedback. If you give us feedback or suggestions, we may use them without restriction or obligation to you.
3. Acceptable use
You will not, and will not permit anyone to:
- Use the Services in violation of applicable law (including the TCPA, CAN-SPAM, the Gramm-Leach-Bliley Act, state consumer protection laws, or motor vehicle dealer licensing laws). - Send SMS or other communications to consumers who have not given the dealership lawful prior express written consent. - Attempt to access another dealership's data. - Reverse engineer, decompile, or scrape the Services except to the extent applicable law expressly permits. - Use the Services to build a competing product. - Upload malicious code or interfere with the integrity or performance of the Services. - Use the Services for any consumer-facing automated decisioning that produces legal or similarly significant effects on a consumer without meaningful human review.
We may suspend access to the Services if your use violates this Section 3 and the issue, in our reasonable judgment, presents an immediate risk to the platform or other dealerships. We will use reasonable efforts to give notice and an opportunity to cure first where possible.
4. Third-party services
The Services interoperate with third-party services (e.g., dealer management systems, OEM APIs, SMS providers). Your use of those third-party services is governed by their own terms, and we are not responsible for them. Outages, errors, or changes by those providers may affect the Services.
5. Fees
5.1 Fees, billing cadence, and any usage-based components are stated in the MSA or applicable order form.
5.2 Unless otherwise stated, fees are non-refundable and exclusive of taxes. The dealership is responsible for all applicable taxes other than taxes on AutoDataMine's net income.
5.3 Late payments accrue interest at the lesser of 1.5%/month or the maximum rate permitted by law.
6. Term & termination
6.1 The term and termination of paid use are governed by the MSA.
6.2 We may terminate or suspend a user's access to the Site or non-MSA use of the Services at any time for material breach of these Terms.
6.3 On termination of the MSA, we will follow the data return and deletion procedures set out there.
7. Disclaimers
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". EXCEPT AS EXPRESSLY STATED IN THE MSA, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; THAT DEFECTS WILL BE CORRECTED; OR THAT INFORMATION RETRIEVED VIA OEM APIS, DMS INTEGRATIONS, OR COMPUTED WARRANTY/RECALL DATA WILL BE COMPLETE OR ACCURATE. SUCH DATA IS PROVIDED FOR OPERATIONAL CONVENIENCE AND SHOULD BE VERIFIED BEFORE BEING USED IN A CONSUMER-FACING DETERMINATION.
8. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR COST OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY.
Where a Master Services Agreement governs. If a Master Services Agreement (MSA) between AutoDataMine and the dealership is in effect, the liability cap, super-cap, and uncapped carve-outs in that MSA control over this §8. This §8 applies only to use that falls outside an executed MSA.
Default cap (no MSA in force). For use covered by these Terms and not by an MSA, except for (A) a Party's indemnification obligations, (B) amounts owed for the Services, or (C) a Party's breach of confidentiality or data protection obligations, each Party's total liability arising out of or related to these Terms will not exceed US$1,000.
9. Indemnification
9.1 By the dealership. The dealership will defend, indemnify, and hold AutoDataMine harmless from any third-party claim arising out of (a) the dealership's Customer Data, (b) the dealership's representations regarding consumer consent for SMS or other communications, (c) the dealership's use of the Services in violation of these Terms, the MSA, or applicable law, or (d) any allegation by a dealership end customer relating to data the dealership submitted.
9.2 By AutoDataMine. AutoDataMine will defend the dealership from a third-party claim alleging that the Services, when used as authorized, infringe a US intellectual property right, and pay any court-awarded damages or settlement we approve, subject to the limitations in Section 8.
10. Confidentiality
Each party will protect the other's confidential information using at least the same degree of care it uses for its own, and no less than reasonable care, and will use such information only for the purpose of performing under these Terms or the MSA.
11. Governing law & venue
These Terms are governed by the laws of the State of Texas, without regard to conflict-of-laws principles. The exclusive venue for any dispute is the state and federal courts located in Travis County, Texas, and each party consents to personal jurisdiction there.
12. Changes
We may update these Terms from time to time. Material changes will be notified to dealerships via email or in-app notice at least 30 days before they take effect. Continued use after the effective date constitutes acceptance.
13. Miscellaneous
13.1 Assignment. You may not assign these Terms without our written consent. We may assign in connection with a merger, sale, or reorganization.
13.2 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.
13.3 Notices. Legal notices to AutoDataMine: legal@autodatamine.com with a copy to [PRINCIPAL ADDRESS]. Notices to a dealership: the contact on the MSA.
13.4 Entire agreement. These Terms, together with the MSA (if any), Data Processing Addendum, Privacy Policy, Acceptable Use Policy, and SMS Terms, constitute the entire agreement.
13.5 Severability. If any provision is unenforceable, the rest remains in effect.
13.6 No waiver. Failure to enforce a right is not a waiver.
Contact: legal@autodatamine.com
This document is a drafting starting point. It is not a substitute for advice from a licensed attorney. Review and customize before publishing.