1. Agreement to Terms
These Terms of Service ("Terms") are a legally binding agreement between the dealership named in your Order ("Client," "you," or "your") and Dealer Ad Solutions LLC, a Wyoming limited liability company ("Dealer Ad Solutions," "we," "us," or "our"). They govern the services we provide under an Order, including AI Follow-Up, Advertising, and the packages that combine them (together, the "Services").
These Terms bind you when you sign or electronically accept an Order that refers to them, or when you pay the first invoice under an Order, whichever happens first. The person who accepts an Order confirms that they are authorized to bind the dealership. If you do not agree to these Terms, do not accept an Order or use the Services. If you only browse our website at dealeradsolutions.com, Sections 12, 14, 16 and 18 apply to that use.
2. Description of Services
Dealer Ad Solutions provides the following Services to vehicle dealerships in the US and Canada, including car, truck, motorcycle, powersports, boat, RV, and golf cart dealers. In these Terms, "vehicle" means anything a dealership sells that carries people, including cars, trucks, motorcycles, powersports vehicles, boats, RVs, and golf carts. The package you choose, its fees, and its service level are confirmed in writing in the quote you accept before service begins (your "Order").
AI Follow-Up
- AI Social: Automated lead response, qualification, and appointment booking for leads that reach you through Facebook Messenger, Instagram direct messages, and your website chat, in English, Spanish and any other language the customer writes in, with hand-off to your team when a person should step in. AI Social does not include text messaging.
- AI Full Follow-Up: Everything in AI Social, plus text messaging, leads delivered by third-party listing sites in the standard ADF format, leads from your TikTok lead forms, missed-call text-back, appointment reminders by text, and automated follow-up for up to 8 months (see Section 10).
- AI Follow-Up Elite: AI Full Follow-Up with the enhanced service level set out in our Service Level Agreement and your Order.
Advertising
- Ads Growth: Creation, management, and optimization of paid advertising campaigns on one or two platforms chosen from Google, Meta (Facebook and Instagram), and TikTok. For platform-counting purposes, Meta counts as one platform and Google (including YouTube) counts as one platform.
- Ads Scale: Campaign creation, management, and optimization on every platform we support, with no fixed limit on campaigns, ad designs, or optimization passes, within reasonable volumes for one dealership location.
- Ads Scale + Vehicle Listings: Ads Scale together with Vehicle Shopping Ads, as one package. Everything in these Terms and our Service Level Agreement that applies to Ads Scale applies to it.
- Vehicle Shopping Ads: Inventory feed management and shopping campaigns that show your vehicles in Google search results and vehicle listings. Available as an add-on, and included in Ads Scale + Vehicle Listings and Showroom Elite.
Packages that combine both
- Showroom Starter: AI Social together with ads on Meta (Facebook and Instagram) at the Ads Growth tier, managed by one team. Like AI Social, Showroom Starter does not include text messaging.
- Full Showroom: AI Full Follow-Up together with ads on two platforms (the Ads Growth tier), managed by one team.
- Showroom Elite: AI Full Follow-Up, Ads Scale, and Vehicle Shopping Ads, with the enhanced service level set out in our Service Level Agreement and your Order.
Every package that includes AI Follow-Up comes with your own dedicated CRM account, which you may use as your main CRM. We can also set up the assistant for other parts of your dealership, such as your service department, as described in your Order.
Every package that includes AI Follow-Up also includes reputation management and online training for your team. Reputation management means we send review requests to your customers and reply, in your dealership's name, to the reviews your dealership receives on the review profiles you connect. Review requests go to your customers without screening out those who may leave a negative review, and only by the channels and to the customers allowed under Section 10. Replies follow the guidance you give us; you may ask us to change or remove any reply, and you remain responsible for your review profiles and for any offer made in a reply.
Support response times, strategy calls, reporting, sales-team training, and the time we take to make changes to your assistant's rules depend on your package and are set out in your Order and our Service Level Agreement. We do not send email follow-up to your leads. In these Terms, a "business day" is Monday to Friday, excluding US federal holidays, in US Eastern time.
3. Account Setup and Onboarding
Once your Order is accepted:
- There is no setup fee for any package.
- We will complete your custom build-out within 7 business days of receiving all required information. Showroom Elite receives priority onboarding.
- You are responsible for providing accurate and complete business information, including all configurations required for your account.
- You are responsible for connecting your social media accounts, ad platforms, and any required third-party integrations, and for giving us access to the listing-site lead notifications you want us to work.
- For packages that include text messaging, you must provide the information required for carrier registration, including your dealership's legal business name and tax identification number. Text messaging cannot begin until the carriers approve the registration, and the timing of that approval is controlled by the carriers, not by us.
- We will provide staff training and a calibration call where the assistant is checked against real leads before go-live.
- You must approve the system configuration before we activate it.
- The "Activation Date" is the date we notify you by email that your assistant is live on the channels included in your package or, for advertising purchased on its own, that your first campaigns are live. For packages that include text messaging, the Activation Date is the date we notify you by email that text messaging is live, after carrier registration is approved. For packages that combine Advertising and AI Follow-Up, the "Ads Start Date" is the date we notify you by email that your first campaigns are live.
4. Fees and Payment
- Your fees: The monthly fee for your package is the amount stated in your Order. Quoted prices assume one dealership location. A package that includes AI Follow-Up includes the number of new leads per month stated in your Order, with a per-lead rate for each new lead above that number. Additional locations are quoted separately. If your lead volume is consistently higher, we may offer a new price, which applies only if you agree to it in writing.
- No setup fees: We do not charge a setup fee for any package.
- Ad management fee: Some Advertising packages include an ad management fee, which is part of your Advertising fees: a percentage of your ad spend, at the rate stated in your Order (some packages have none). It is calculated only on the amount the advertising platforms actually charged for your campaigns during each billing month, never on budget that was not spent, and it is billed on your next invoice. The fee for your final month of Advertising is billed on your final invoice after the Services end.
- Billing: Your first monthly fee is due when you accept your Order, before we start work, and it is applied to your first month of service. If the Activation Date has not occurred within 45 days after we receive that payment and all the information we need from you, for reasons within our control, you may cancel by written notice and we will refund that payment in full. Your billing date is then set to the Activation Date: your first paid month runs from the Activation Date, and later monthly fees are billed in advance on that same date each month, until canceled in accordance with Section 6. For packages that combine Advertising and AI Follow-Up, if the Ads Start Date comes before the Activation Date, the Advertising part of your fee (as stated in your Order) is charged for each day from the Ads Start Date to the Activation Date, on your first invoice after the Activation Date.
- Late payment: If a fee is more than 10 days overdue, we may suspend the Services after giving you written notice. Fees continue to accrue during a suspension for non-payment.
- Taxes: Fees do not include sales, use, GST/HST, or similar taxes. You pay those taxes where they apply.
- Price changes: Your monthly fee and your ad management fee rate do not change during your Minimum Term (Section 6). After that, we will give you at least 30 days' written notice before any change to either of them.
- Ad spend: Ad spend is paid directly to the advertising platforms through your own ad accounts. It is separate from and in addition to our fees, and it is not refundable under any circumstance, as it is paid to the platforms and not retained by us.
- Usage costs: Messaging and CRM usage costs are included in your subscription up to reasonable limits. If your account consistently exceeds those limits, we will tell you, and any additional charge applies only if you agree to it in writing. To protect your account, the system also applies daily usage limits per store; if a limit is reached, automated replies or outreach may pause until the next day, and we are alerted.
- All fees are in US dollars and are non-refundable, except as these Terms expressly state.
5. The 90-Day Performance Guarantee
Every package that includes AI Follow-Up (AI Social, AI Full Follow-Up, AI Follow-Up Elite, Showroom Starter, Full Showroom, and Showroom Elite) comes with a performance guarantee. It covers the AI Follow-Up service only. It does not cover Advertising fees or ad spend paid to platforms.
- The guarantee: If the assistant books fewer than 5 Qualified Appointments (defined below) in the first 90 days after the Activation Date (the "Guarantee Period"), then from day 91 we will keep providing AI Follow-Up without charging the AI Follow-Up fee until the assistant has booked a total of 5 Qualified Appointments since the Activation Date, or for 90 more days, whichever comes first. Any AI Follow-Up fee already billed for days after day 90 is credited against your next invoice, or refunded if the Services end. For packages that combine AI Follow-Up and Advertising, your Order states the AI Follow-Up part of your fee; Advertising fees and ad spend remain payable. You may cancel during this period by written notice, effective when we receive it. This is your sole remedy if the guarantee is not met.
- Qualified Appointment: An appointment the assistant books with a lead who (a) told the assistant the vehicle or type of vehicle they want, (b) said they intend to buy or finance a vehicle, (c) agreed to a specific date and time for a showroom visit or phone appointment, recorded on your calendar, and (d) confirmed it. Each lead counts once. Appointments with your staff, with test contacts, or booked by your team do not count. Credit score, income, and whether the lead shows up, cancels, or buys do not matter. The count is taken from your account's appointment records.
- The Guarantee Period begins on the Activation Date (for packages that include text messaging, after carrier registration is approved), not on the date you accept your Order.
- To claim, you must notify us in writing (email to support@dealeradsolutions.com) within 100 days of the Activation Date.
- You retain all leads, conversations, and appointments generated during the Guarantee Period.
- Lead volume: You must provide at least 100 new leads every 30 days during the Guarantee Period. A "new lead" is a person who first contacts your dealership through a channel included in your package. This requirement is waived for any period in which we run your ads under an active Advertising package.
- Dealer interference and conditions: The guarantee does not apply if you have failed to provide accurate business information, have interfered with the assistant's operation, have turned off the system's messaging for the store (pausing individual conversations does not count), have failed to respond to qualified lead notifications within 48 hours, have provided invalid lead contact information, or have not provided the leads required for the system to perform.
6. Term, Cancellation and Termination
Minimum Term
- Packages that include AI Follow-Up (AI Social, AI Full Follow-Up, AI Follow-Up Elite, Showroom Starter, Full Showroom, and Showroom Elite) have a minimum term that ends 90 days after the Activation Date or, if earlier, at the end of the third monthly billing period (the "Minimum Term"), which covers the Guarantee Period. If you cancel before the Minimum Term ends, the fees for the rest of the Minimum Term remain due.
- Advertising purchased on its own (Ads Growth, Ads Scale, and Ads Scale + Vehicle Listings), and a Vehicle Shopping Ads add-on to any package, are month-to-month with no Minimum Term.
Cancellation by you
- You may give notice of cancellation at any time by email to support@dealeradsolutions.com. Except as Sections 4, 5 and 17 provide, cancellation takes effect at the end of the billing period in which the later of (a) the end of any Minimum Term and (b) 30 days after we receive your notice falls.
- Fees for billing periods that start before cancellation takes effect remain due. No refunds are issued for partial billing periods.
Suspension and termination
- Either party may terminate the Services if the other materially breaches these Terms and does not cure the breach within 30 days after written notice (10 days for non-payment). If you terminate for our uncured material breach, no fees are owed for periods after termination.
- We may also terminate for misuse of the Services or illegal activity, on 14 days' written notice or, for a material breach or illegal activity, immediately.
- We may suspend messaging or campaigns immediately when needed to prevent a violation of law, carrier or platform enforcement, or harm to any person, and we will tell you promptly.
7. Data Ownership
Your data belongs to you. Specifically:
- Client Data: All contacts, conversations, lead data, appointment records, pipeline data, and custom fields created in your account, including information about your leads and customers, are owned by you ("Client Data").
- Our use of Client Data: You give us a non-exclusive license, during the term, to use Client Data, your business names and logos, your listings and vehicle data, and your connected accounts solely to provide the Services to you and, in aggregated or de-identified form that identifies neither you nor any person, to maintain and improve the Services. We do not sell Client Data. We handle personal information as described in our Privacy Policy.
- Export rights: You may export your data at any time during your subscription. After the Services end, your data stays available for export for 30 days.
- Data deletion: After those 30 days, we delete your account and its data from our active systems, except operational records that contain only identifiers, which expire within about 13 months. Backup copies may persist for up to 90 days after that.
- Our materials: The workflows, prompts, rules, AI configurations, system architecture, and processes we create (excluding Client Data) remain the intellectual property of Dealer Ad Solutions LLC.
8. AI-Powered Communications
By using our Services, you acknowledge and agree that:
- Our system uses artificial intelligence to generate and send messages on your behalf to your leads and customers.
- AI-generated messages are sent using your business name and contact information.
- While we strive for accuracy and appropriateness in all AI-generated communications, we cannot guarantee that every response will be perfect.
- You are responsible for monitoring conversations and stepping in when human judgment is required. The system supports human takeover: when a member of your team texts a lead, the assistant holds back for a period, and your team can pause the assistant for any conversation or take the conversation over.
- You are responsible for ensuring that leads in your system have provided proper consent to receive communications.
- You are responsible for the accuracy of the prices, availability, offers, hours, and other information you give us or that appear in your inventory feed, website, and approved ads. The assistant relies on that information.
- AI responses are generated from conversation context and your configured business information. We do not guarantee specific outcomes from AI interactions.
9. Client Responsibilities
As a Client, you agree to:
- Provide accurate and complete business information required for account setup.
- Obtain, and keep records of, any consent the law requires before a lead is messaged through the Services, for every source of leads you connect, including web forms, listing sites, phone calls, and imported contact lists.
- Comply with all applicable laws regarding text messaging, calls, and advertising, including the TCPA and state telemarketing and texting laws in the US and, in Canada, Canada's Anti-Spam Legislation (CASL) and applicable provincial laws.
- Not use our Services to send spam, harassing messages, or communications to individuals who have not consented.
- Respond to qualified lead notifications and manage human takeover conversations in a timely manner.
- Pay all fees when due.
- Not reverse-engineer, copy, or attempt to replicate our system architecture, workflows, or AI configurations.
10. Compliance and Regulatory
Our Services are designed to support compliance with applicable communications regulations. However:
- You are ultimately responsible for ensuring your use of our Services complies with all applicable federal, state, provincial, and local laws.
- Text messaging runs only through campaigns registered with the carriers (A2P 10DLC). You are responsible for maintaining proper opt-in consent records.
- Follow-up duration: Automated follow-up to a lead who stops replying ends no later than 8 months after the lead's most recent message to your dealership (or, if the lead never replied, after their first inquiry), and the contact is then archived. If the lead replies, follow-up can start again. If the lead books an appointment, confirmations and reminders are sent for it.
- Opt-out: A lead can opt out at any time. On text messages, opt-out keywords such as STOP, STOPALL, UNSUBSCRIBE, CANCEL, END, and QUIT (and their Spanish equivalents) opt the number out automatically. On Facebook Messenger, Instagram, and website chat, a message of STOP (or a similar opt-out word in English, Spanish, or French) opts the lead out automatically; words such as CANCEL or END are not treated as opt-outs there, because on those channels they often refer to an appointment. On every channel, other clear requests to stop in English, Spanish, or French are recognized and recorded. A request that is unclear is flagged to your team the same day for review, and automated messages to that lead pause while your team checks, for up to 24 hours. Once an opt-out is recorded, no further automated messages are sent to that lead on any channel, apart from one message confirming the opt-out, unless the lead texts START to re-subscribe; if the lead writes again, your team is notified.
- Social messaging windows: On Facebook Messenger and Instagram, the platforms generally only allow a business to message a lead within a limited window after the lead's last message. Follow-up on those channels stops when the window closes; longer follow-up requires the lead's phone number and a package that includes text messaging.
- Reassigned numbers: Phone numbers can be reassigned by carriers. You are responsible for keeping lead contact data current and for periodically validating long-term follow-up lists. We are not liable for messages delivered to a number that was lost, transferred, or reassigned after the lead provided it. An opt-out received on a number opts that number out, however the number entered your account.
- For dealerships: our Services handle marketing, lead response, appointment booking, and the CRM account described in Section 2 only. We do not provide DMS, desking, F&I, credit application, or OEM compliance features.
- We are not responsible for compliance with industry-specific regulations that require specialized tools beyond our scope of service.
11. Advertising Terms
For Clients whose package includes Advertising:
- Ad spend is paid directly to the advertising platforms (Meta, Google, TikTok) through your own ad accounts.
- We manage your ad accounts on your behalf but do not own them. You retain full ownership and access.
- We do not guarantee specific advertising results, as performance depends on market conditions, inventory, ad spend levels, creative approval, and other factors outside our control.
- Our Advertising fees are the monthly fee set out in your Order plus, on packages that include one, the ad management fee described in Section 4.
- We set your campaigns to stay within the monthly ad budget you approve and will not raise that budget without your written consent. Platforms may deliver small variances under their own billing rules.
- Creative production (ad copy, images, videos) is included in your monthly fee at reasonable volumes. Large custom productions, such as studio video shoots or paid talent, may incur additional costs quoted in advance.
- Once the related fees are paid, you own the final ad creative we produce for you. Our templates, tools, and know-how remain ours.
12. Warranty Disclaimer and Limitation of Liability
To the maximum extent permitted by law:
- Except as expressly stated in these Terms and our Service Level Agreement, the Services are provided "as is," and we disclaim all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.
- Our total liability for any claims arising from or related to our Services is limited to the total service fees paid by you in the 3 months before the event giving rise to the claim.
- We are not liable for indirect, incidental, special, consequential, or punitive damages, including lost profits, lost sales, or lost data.
- We are not liable for actions taken by third parties that affect service delivery, including advertising platforms (Meta, Google, TikTok), SMS carriers, and our CRM infrastructure provider, including account suspensions, policy changes, or service outages.
- We are not liable for leads that do not convert, appointments that do not show, or deals that do not close.
13. Indemnification
You will defend and indemnify Dealer Ad Solutions LLC and its members, officers, employees, and agents against third-party claims, and the resulting losses, fines, settlements, and reasonable attorneys' fees, arising from: (a) any lead, contact, or phone number you supply or cause to enter the Services, including claims that a message lacked consent required by the TCPA, CASL, or a similar law, or was sent to a reassigned or do-not-call number; (b) your offers, prices, vehicle data, and ad content; or (c) your breach of these Terms or of any law; except to the extent a claim is caused by our failure to honor an opt-out received through the Services or by our breach of these Terms. We will notify you promptly of any claim and let you control its defense, with our reasonable cooperation.
14. Intellectual Property
All intellectual property related to our Services, including but not limited to workflow designs, AI configurations, system architecture, software, branding, website content, and proprietary processes, is and remains the exclusive property of Dealer Ad Solutions LLC. During your subscription, you may use the Services for your dealership's own business. You may not copy, modify, distribute, or create derivative works from our intellectual property without our written consent.
15. Confidentiality
Both parties agree to keep confidential any non-public information shared during the course of the service relationship, including business strategies, pricing and quotes, system configurations, and client performance data. This does not cover information that is or becomes public through no fault of the receiving party, was already known to it, is independently developed, or is rightfully received from someone else. Each party may share confidential information with its personnel and service providers who need it to perform under these Terms and are bound to protect it, or where the law requires. These obligations last for 3 years after the Services end, and for trade secrets for as long as they remain trade secrets.
16. Dispute Resolution
Any disputes arising from these Terms or our Services will be resolved as follows:
- The parties will first attempt to resolve the dispute through good-faith negotiation.
- If negotiation fails, disputes will be resolved through binding arbitration in Sheridan County, Wyoming, under the rules of the American Arbitration Association.
- These Terms are governed by the laws of the State of Wyoming.
- Nothing in this section prevents either party from seeking injunctive relief in court to prevent irreparable harm.
17. Modifications to Terms
We may update these Terms or our Service Level Agreement. We will email you at least 30 days before a material change takes effect. A material change applies to your Order from your next billing date after it takes effect. If you do not agree to it, you may cancel by written notice before that date; cancellation then takes effect on that date, and no fees are owed for later periods, including any remaining Minimum Term.
18. Severability
If any provision of these Terms is found to be unenforceable, it will be enforced to the maximum extent permitted, and the remaining provisions will continue in full force and effect.
19. Entire Agreement
These Terms, together with your Order, our Service Level Agreement, our Privacy Policy, and any service-specific agreements signed by both parties, constitute the entire agreement between you and Dealer Ad Solutions LLC regarding our Services. They replace any earlier proposals, statements, or marketing materials, and neither party relies on any statement that is not in them. If these documents conflict, they apply in this order: (1) your Order, for what it expressly states; (2) these Terms; (3) our Service Level Agreement; (4) our Privacy Policy. We may update the Privacy Policy as its Section 16 describes; a change that reduces your rights over Client Data is a material change under Section 17.
20. General Provisions
- Force majeure: Neither party is liable for a delay or failure caused by events beyond its reasonable control, including outages or policy changes of carriers, advertising platforms, or our CRM infrastructure provider, internet failures, natural disasters, and government actions. This does not excuse payment of fees.
- Assignment: Neither party may assign these Terms without the other's written consent, except to a successor in a merger or a sale of all or substantially all of its business.
- Service providers: We may use subcontractors and service providers to deliver the Services, and we remain responsible for their performance under these Terms.
- Notices: Notices under these Terms are given by email: to you at the email address in your Order, and to us at support@dealeradsolutions.com. A notice is effective when sent, unless the sender receives a delivery failure.
- Relationship: The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship, and there are no third-party beneficiaries.
- Waiver and amendment: A failure to enforce a provision is not a waiver. Apart from updates under Section 17, these Terms can be changed only in writing signed or electronically accepted by both parties.
- Electronic acceptance: Orders and notices may be accepted and signed electronically, and electronic records have the same effect as signed paper originals.
- Survival: Amounts owed and Sections 7, 12, 13, 14, 15, 16, 18, 19, and 20 survive the end of the Services.
21. Contact Us
If you have questions about these Terms, contact us at:
Dealer Ad Solutions LLC
30 N Gould St Ste R
Sheridan, WY 82801
Email: support@dealeradsolutions.com
Phone: +1 (307) 381-9007