Terms and Conditions

DealerMoMo provides vehicle-acquisition workflow tools, training, communications capabilities, listing and opportunity organization, AI-assisted content, analytics, and related services (collectively, the “Services”).

Section 01Eligibility and Business Use

The Services are intended for licensed automotive dealerships, dealer groups, their personnel, and other business users approved by DealerMoMo. Users must be at least 18 years old and legally able to enter into a binding agreement.

Customer may use the Services only for legitimate business purposes associated with vehicle acquisition, appraisal, seller engagement, employee training, and related dealership operations. The Services are not intended for personal, household, or consumer use.

Section 02Accounts and Authorized Users

Customer is responsible for:

• Providing accurate account and dealership information;
• Designating authorized Users and assigning appropriate permissions;
• Maintaining the confidentiality of credentials;
• All activity occurring through its accounts, whether performed by employees, contractors, or other authorized persons;
• Promptly removing access for individuals who are no longer authorized; and
• Promptly notifying DealerMoMo of suspected unauthorized access, compromised credentials, or misuse.

Accounts and credentials may not be sold, transferred, or shared with unauthorized persons. DealerMoMo may require identity, dealership, or authority verification.

Section 03License and Access

Subject to Customer’s payment of applicable fees and compliance with these Terms, DealerMoMo grants Customer a limited, nonexclusive, nontransferable, nonsublicensable, revocable right during the subscription term to access and use the Services for Customer’s internal business operations.

DealerMoMo and its licensors retain all rights not expressly granted. No ownership interest in the Services, software, models, designs, documentation, data structures, templates, training materials, trademarks, or other DealerMoMo technology is transferred to Customer.

Section 04Customer Responsibilities

Customer is solely responsible for its dealership operations and for determining whether and how to contact, evaluate, negotiate with, or transact with a vehicle owner. Customer must:

• Use the Services in compliance with all applicable federal, state, and local laws, regulations, licensing requirements, and industry rules;
• Maintain all dealer licenses, registrations, bonds, and other authority required for its activities;
• Provide all disclosures, notices, and consents required for calls, texts, emails, direct messages, recordings, appraisals, offers, and transactions;
• Maintain and honor internal do-not-contact, do-not-call, unsubscribe, and suppression lists;
• Promptly honor opt-out and consent-revocation requests;
• Ensure that its personnel are properly trained and supervised;
• Verify the accuracy and lawfulness of information entered into or obtained through the Services; and
• Review and approve all messages, offers, appraisals, and AI-assisted outputs before using them.

Customer is responsible for the acts and omissions of its Users.

Section 05Seller Outreach and Communications Compliance

DealerMoMo may provide workflows, templates, telephone numbers, texting capabilities, email tools, direct-message assistance, and other communications features. These tools do not provide Customer with consent or legal authority to contact any person.

The appearance of a name, telephone number, email address, username, or vehicle listing in a public source does not by itself establish consent for every form of communication. Customer is the sender or initiator of communications made for Customer’s benefit and is solely responsible for compliance with laws and rules governing telemarketing, telephone calls, text messages, commercial email, direct messages, call recording, privacy, advertising, and unfair or deceptive practices, including applicable consent, identification, disclosure, time-of-day, recordkeeping, and opt-out requirements.

Customer must not:

• Contact a person who has opted out or revoked consent;
• Use automated or prerecorded communications without any consent required by law;
• Conceal the sender’s identity or use deceptive caller-identification information;
• Misrepresent that Customer is a private buyer, vehicle owner, marketplace operator, or another person or entity;
• Send harassing, threatening, abusive, discriminatory, misleading, or unlawfully repetitive communications;
• Use false or misleading email headers, sender information, subject lines, or offers; or
• Record or transcribe communications without providing notice or obtaining consent where required.

DealerMoMo may block, suspend, or limit communications activity to protect recipients, comply with carrier or provider requirements, or address suspected violations.

Section 06Third-Party Marketplaces and Services

The Services may help Users work with information from public listings, third-party marketplaces, social networks, data providers, CRMs, communications providers, and other services. Customer’s use of any third-party service is governed by that third party’s terms, policies, permissions, and technical restrictions.

Customer must not use DealerMoMo to:

• Circumvent a third party’s access controls, rate limits, authentication, security measures, or technical restrictions;
• Access or collect information in a manner prohibited by applicable law;
• Use bots, automation, scraping, or bulk access in violation of a third party’s binding terms or without required permission; or
• Cause DealerMoMo or another person to violate a third party’s rights or contractual restrictions.

Third-party services may change, restrict, or discontinue access at any time. DealerMoMo does not guarantee the availability, accuracy, completeness, or continued compatibility of any third-party listing, integration, marketplace, data source, or communications channel.

DealerMoMo is independent and is not endorsed by or affiliated with Meta, Facebook, Facebook Marketplace, Craigslist, or any other marketplace operator unless expressly stated otherwise.

Section 07Vehicle Information, Valuations, and Transactions

Vehicle information, market data, pricing guidance, appraisals, estimated values, suggested offers, condition information, title or lien information, and similar content available through the Services are informational estimates only. They may be incomplete, delayed, inaccurate, or based on third-party data.

Customer must independently verify all material facts before making an offer or completing a transaction, including:

• Vehicle identity and VIN;
• Ownership and seller authority;
• Title status, liens, brands, and odometer disclosures;
• Vehicle condition, equipment, history, safety, and mechanical status;
• Applicable taxes, fees, registration, insurance, and legal requirements; and
• The accuracy of any valuation, appraisal, or offer.

DealerMoMo is not a vehicle dealer, broker, auction, escrow provider, lender, insurer, transportation provider, inspection service, title agency, or party to a transaction between Customer and a vehicle owner. DealerMoMo does not take title to vehicles, guarantee that a seller will respond, guarantee that a vehicle can be acquired, or warrant the quality, legality, safety, condition, ownership, or value of any vehicle.

Section 08AI-Assisted Features

The Services may use artificial intelligence to suggest messages, summarize listings or communications, generate explanatory content, identify opportunities, prioritize activity, or create other outputs.

AI outputs may be inaccurate, incomplete, biased, unsuitable, or inconsistent. They are not legal, financial, tax, mechanical, compliance, appraisal, or professional advice. Customer must use qualified personnel to review outputs and independently evaluate all decisions. Customer may not represent AI-generated content as verified fact without appropriate review.

Customer may not submit information to an AI feature unless Customer has the right to process and disclose that information for the intended purpose. DealerMoMo may use inputs and outputs to provide, secure, support, and improve the Services, subject to the Privacy Policy, Customer’s agreement, and applicable law.

Section 09Customer Data and Content

“Customer Data” means information, listings, messages, files, prompts, notes, records, and other content submitted to or processed through the Services on Customer’s behalf.

As between Customer and DealerMoMo, Customer retains its rights in Customer Data. Customer grants DealerMoMo and its service providers a worldwide, nonexclusive, limited right to host, copy, transmit, display, modify, and otherwise process Customer Data only as reasonably necessary to provide, secure, support, and improve the Services, comply with law, and enforce these Terms.

Customer represents and warrants that it has all rights, permissions, notices, and lawful bases required for DealerMoMo to process Customer Data as contemplated by the agreement. Customer will not submit unlawful content, malicious code, highly sensitive information unnecessary for the Services, or information Customer is prohibited from disclosing.

DealerMoMo may create and use aggregated or de-identified data that does not reasonably identify Customer or an individual to operate, analyze, benchmark, and improve the Services and for other lawful business purposes.

Section 10Privacy and Data Protection

DealerMoMo’s Privacy Policy is incorporated into these Terms. Each party will comply with applicable privacy and data-protection laws relevant to its role.

Where DealerMoMo processes personal information on Customer’s behalf, Customer is the business or controller and DealerMoMo is the service provider or processor unless a separate written agreement states otherwise. Customer is responsible for responding to individual privacy requests concerning Customer’s use of the data. DealerMoMo will provide reasonable assistance where required by law or agreed in writing.

Customer must not use the Services to collect or process protected health information, Social Security numbers, complete payment-card data, financial-account credentials, biometric identifiers, or other highly sensitive personal information unless DealerMoMo has expressly agreed in writing.

Section 11Acceptable Use

Customer and Users may not:

• Use the Services for unlawful, fraudulent, deceptive, discriminatory, or abusive conduct;
• Impersonate another person or misrepresent affiliation, authority, or intent;
• Infringe intellectual-property, privacy, publicity, contractual, or other rights;
• Upload malware or attempt to gain unauthorized access to the Services or related systems;
• Probe, scan, interfere with, overload, disrupt, or bypass security or usage limits;
• Reverse engineer, decompile, disassemble, copy, frame, mirror, or create derivative works from the Services except where applicable law expressly permits;
• Resell, sublicense, time-share, or provide the Services to third parties without written authorization;
• Use the Services or outputs to build, train, or improve a competing product, model, or dataset;
• Remove proprietary notices or obscure the origin of content;
• Use data obtained through the Services to harass, stalk, discriminate against, or harm any person; or
• Assist or permit another person to do any of the foregoing.

Section 12Training Materials and Dealer Profiles

DealerMoMo may provide training concerning seller engagement, marketplace practices, profile setup, workflow, messaging, valuation, and acquisition strategy. Training and examples are general business guidance, not legal advice or a guarantee of results.

Customer is responsible for ensuring that any employee profile, dealership profile, social-media presence, photograph, biography, or message used in connection with the Services is accurate, authorized, and compliant with applicable platform rules and Customer policies. Customer must not create a false persona or conceal that a User is acting on behalf of a dealership.

Section 13Fees, Billing, Taxes, and Renewal

Customer will pay the fees stated in the applicable order form, subscription page, or other written agreement. Unless otherwise stated:

• Fees are quoted and payable in U.S. dollars;
• Fees are nonrefundable except as expressly required by law or stated in the applicable order form;
• Customer authorizes DealerMoMo and its payment processor to charge the approved payment method;
• Customer is responsible for applicable sales, use, excise, and similar taxes, excluding taxes on DealerMoMo’s net income; and
• Past-due amounts may result in suspension and may accrue interest at the lesser of 1.5% per month or the maximum lawful rate.

Subscription length, renewal, notice periods, minimum commitments, cancellation rights, usage limits, and any implementation or training fees are governed by the applicable order form. If an order form provides for automatic renewal, the subscription will renew as stated there unless timely canceled in accordance with that order form.

Section 14Service Changes, Availability, and Support

DealerMoMo may modify, update, or discontinue features to improve the Services, address legal or security requirements, or respond to third-party changes. We will use commercially reasonable efforts to avoid materially reducing the core functionality purchased during a current paid term, but third-party changes may affect availability without advance notice.

The Services may be temporarily unavailable because of maintenance, outages, provider failures, marketplace restrictions, security events, or circumstances beyond DealerMoMo’s reasonable control. No service level applies unless expressly stated in a separate written agreement.

Section 15Intellectual Property and Feedback

DealerMoMo, its affiliates, and licensors own the Services and all related software, workflows, interfaces, designs, documentation, training materials, graphics, templates, compilations, trademarks, and intellectual property, excluding Customer Data and third-party content.

If Customer or a User provides ideas, suggestions, or feedback, Customer grants DealerMoMo a perpetual, irrevocable, worldwide, royalty-free right to use and incorporate that feedback without restriction or compensation, provided DealerMoMo does not publicly identify Customer as the source without permission.

Customer may not use DealerMoMo’s names, logos, or marks without prior written permission. DealerMoMo may identify Customer as a customer only if permitted by the applicable order form or other written agreement.

Section 16Confidentiality

Each party may receive nonpublic information that should reasonably be understood as confidential (“Confidential Information”). The receiving party will use Confidential Information only to perform or exercise rights under the agreement and will protect it using at least reasonable care.

Confidential Information does not include information that the receiving party can document: (a) is publicly available without breach; (b) was lawfully known without restriction before disclosure; (c) was received lawfully from another source without confidentiality duty; or (d) was independently developed without use of the other party’s Confidential Information.

A receiving party may disclose Confidential Information when legally required after providing notice where lawful and reasonably practicable.

Section 17Suspension and Termination

DealerMoMo may suspend or restrict access if Customer or a User:

• Fails to pay amounts when due;
• Violates these Terms or an order form;
• Creates a security, legal, carrier, marketplace, or reputational risk;
• Uses the Services in a way that may harm a person, DealerMoMo, a provider, or the Services; or
• Is subject to a governmental, carrier, court, or provider request requiring restriction.

Where practicable, DealerMoMo will provide notice and an opportunity to cure. DealerMoMo may act immediately when necessary to prevent harm, comply with law, or protect systems or recipients.

Either party may terminate for material breach if the breach is not cured within 10 days after written notice, except that no cure period is required for unlawful conduct, intentional misuse, or a breach that cannot reasonably be cured. Subscription termination and convenience-cancellation rights are otherwise governed by the applicable order form.

Upon termination, Customer’s right to use the Services ends. DealerMoMo may delete or de-identify Customer Data after a reasonable transition period, subject to legal obligations, backup cycles, and any separate written data-return terms. Sections that by their nature should survive will survive, including payment obligations, intellectual property, confidentiality, disclaimers, indemnification, liability limits, dispute resolution, and general terms.

Section 18Disclaimers

Section 19Indemnification

Customer will defend, indemnify, and hold harmless DealerMoMo, its affiliates, and their respective owners, officers, employees, contractors, and agents from claims, demands, investigations, damages, penalties, fines, judgments, settlements, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of or related to:

• Customer’s or a User’s use or misuse of the Services;
• Seller outreach, calls, texts, emails, direct messages, recordings, or other communications made for Customer;
• Customer’s appraisal, offer, purchase, sale, financing, possession, transportation, or other vehicle-related activity;
• Customer Data or Customer’s violation of privacy, intellectual-property, platform, contractual, or other rights;
• Customer’s violation of law, these Terms, or a third party’s terms; or
• Customer’s fraud, negligence, willful misconduct, or misrepresentation.

DealerMoMo will promptly notify Customer of an indemnified claim and provide reasonable cooperation at Customer’s expense. Customer may control the defense, but may not settle a claim in a manner that admits fault by, imposes obligations on, or fails to fully release DealerMoMo without DealerMoMo’s written consent.

Section 20Limitation of Liability

The exclusions and limitations apply regardless of the theory of liability and even if a remedy fails of its essential purpose. They do not apply to liability that cannot lawfully be excluded or limited.

Section 21Dispute Resolution; Arbitration; Class-Action Waiver

Before filing a claim, a party must send written notice describing the dispute and requested relief. The parties will attempt in good faith to resolve the dispute for at least 30 days after receipt.

Except for claims eligible for small-claims court and requests for temporary or preliminary injunctive relief concerning unauthorized access, misuse, or intellectual property, any dispute arising out of or relating to the Services, these Terms, or the parties’ relationship will be resolved by binding arbitration administered by the American Arbitration Association under its applicable Commercial Arbitration Rules. The arbitration will be conducted by one arbitrator in Maricopa County, Arizona, in English. The Federal Arbitration Act governs this section.

Customer may opt out of this arbitration provision by sending written notice to hello@heartbeatlabs.io within 30 days after Customer first accepts these Terms. The notice must identify Customer, state that Customer opts out of arbitration, and be sent by an authorized representative. Opting out does not affect the remaining Terms.

If the class-action waiver is found unenforceable for a particular claim, that claim must be litigated in court and the remaining claims will be arbitrated. Nothing in this section prevents either party from reporting matters to a government agency.

Section 22Governing Law and Venue

These Terms and all disputes not subject to arbitration are governed by the laws of the State of Arizona, without regard to conflict-of-law principles. The state and federal courts located in Maricopa County, Arizona, have exclusive jurisdiction over any court proceeding, and each party consents to personal jurisdiction and venue there.

Section 23Export Controls and Sanctions

Customer may not use, export, re-export, transfer, or provide access to the Services in violation of U.S. export-control or sanctions laws. Customer represents that it and its Users are not prohibited parties and are not located in a comprehensively sanctioned jurisdiction.

Section 24Changes to These Terms

DealerMoMo may update these Terms from time to time. We will post the revised Terms and update the “Last Updated” date. If a change materially affects an existing paid subscription, we will provide notice as required by law or the applicable order form. Changes apply prospectively from their effective date. Continued use after the effective date constitutes acceptance where permitted by law.

Section 25General Terms

The applicable order form, these Terms, the Privacy Policy, and any other documents expressly incorporated by reference form the entire agreement concerning the Services and supersede prior or contemporaneous discussions on that subject. If an order form conflicts with these Terms, the order form controls for that Customer.

Customer may not assign the agreement without DealerMoMo’s prior written consent, except in connection with a merger or sale of substantially all of Customer’s assets if the assignee agrees in writing to be bound. DealerMoMo may assign the agreement to an affiliate or in connection with a merger, reorganization, financing, or sale of assets.

Neither party is liable for delay or failure caused by events beyond its reasonable control, except for payment obligations. A failure to enforce a provision is not a waiver. If a provision is unenforceable, it will be modified to the minimum extent necessary and the remainder will remain effective. Headings are for convenience only. Electronic notices, signatures, and records are valid to the extent permitted by law. The parties are independent contractors and no partnership, franchise, agency, fiduciary, or employment relationship is created.

Section 26Contact and Legal Notices

Questions about these Terms may be sent to:

Notices of breach, indemnification claims, arbitration opt-outs, and other formal legal notices must be sent by email with the subject line DealerMoMo Legal Notice and by nationally recognized overnight delivery to the address above. Notices are effective upon confirmed receipt.