Dealer Agreement

1. Parties, Authority, and Effect

This Dealer Agreement ("Agreement") is entered into between AmericanAutoListings.com ("AmericanAutoListings," "we," "us," or "our") and the dealership identified during the electronic signing process ("Dealership," "you," or "your"). It governs the Dealership's subscription, under which we publish the Dealership's vehicle listings as advertisements on AmericanAutoListings.com for a monthly fee based on the number of vehicles listed, together with the inventory tools and consumer lead features we provide to place and manage those listings.

The individual who signs this Agreement represents and warrants that they are an owner, officer, or other authorized representative of the Dealership with full legal authority to bind the Dealership to this Agreement. This Agreement takes effect on the date it is electronically signed ("Effective Date").

Your Dealership's listings will not be published on AmericanAutoListings until this Agreement has been signed. If this Agreement is terminated or you fail to sign a required updated version by its stated deadline, your listings will be removed from public view.

2. Relationship to the Terms of Service and Privacy Policy

The AmericanAutoListings Terms of Service and Privacy Policy are incorporated into this Agreement by reference and apply to the Dealership and to every individual user account associated with the Dealership. If this Agreement conflicts with the Terms of Service on a subject specific to dealerships, this Agreement controls.

As described in the Terms of Service, AmericanAutoListings is a vehicle listing platform. We are not a broker, dealer, agent, or party to any vehicle transaction, and we do not handle vehicle payments, financing, title transfer, or delivery.

3. Dealer Licensing and Legal Compliance

• Valid License: You represent and warrant that the Dealership holds a valid, current motor vehicle dealer license in each state where it conducts retail vehicle sales, and that the dealer license number provided at signing is accurate. You agree to keep this information current and to notify us promptly if any license is suspended, revoked, or not renewed.
• Regulatory Compliance: You are solely responsible for complying with all laws applicable to your advertising and sales activity, including state dealer licensing and advertising regulations, the FTC Used Car Rule (including Buyers Guide requirements), truth-in-advertising laws, odometer disclosure requirements, and all applicable consumer protection laws.
• No Curbstoning: You may not use the platform to list vehicles on behalf of unlicensed sellers or otherwise disguise private sales as dealership inventory.

4. Subscription Fees, Billing, and Effect of Non-Payment

• What the Fee Buys: Your subscription fee is a charge for advertising: the publication of your Dealership's vehicle listings to shoppers on AmericanAutoListings.com, priced per vehicle listed. The dashboard, bulk upload, API push, feed sync, inquiry notifications and performance reports are the means by which those listings are placed and tracked; they are not sold separately and carry no separate charge.
• Listing Ceiling: You set a maximum number of simultaneously active listings for your Dealership (your "Listing Ceiling"), which you may change at any time from the Subscription page. The Listing Ceiling caps both the number of listings we will publish for you and the maximum amount you can be billed in a period. The Listing Ceiling applies across all inventory methods combined — manual listing creation, CSV bulk upload, the Push API, and automated feed syncing. Inventory submitted in excess of your Listing Ceiling will not be published, and will be published automatically if you raise it.
• Featured Listings: You may designate a limited number of listings as "featured." The number available is calculated from the number of listings you are billed for, and is shown in your dashboard. Featured placement rules may be adjusted prospectively as the platform evolves.
• Billing: Subscriptions are billed monthly in advance through our payment processor, Stripe. Your monthly fee is calculated from the average number of vehicles listed by your Dealership per day over the billing period that has just ended, at the per-vehicle rates published on the Subscription page, subject to a monthly minimum. Per-vehicle rates decrease as the number of listings increases, and each rate applies only to the listings within its band. Because the fee follows your inventory, it may rise or fall from period to period; it will never be less than the published monthly minimum, nor more than the amount payable at your Listing Ceiling. Changing your Listing Ceiling does not itself create a charge or a credit; it takes effect on your next invoice. When your subscription ends, if the average number of vehicles you listed during your final billing period was higher than the number that period was billed for, we will issue one final invoice for the difference only, at the same published rates and any discount then in effect, prorated to the portion of the period used if the subscription ended before the period did. No refund or credit is due where the average was lower.
• Non-Payment and Cancellation: If a payment fails or is disputed (for example, a chargeback), your subscription becomes past due. Your Dealership's listings stay live, and your inventory feeds keep running, for seven (7) days from that point so you can resolve the payment. If the subscription is still past due after those seven (7) days, or if it is canceled, ends unpaid, is paused, or otherwise lapses, all of your Dealership's listings are removed from public view; they are not deleted. Listings are reactivated, up to your Listing Ceiling, when the subscription returns to good standing.
• No Partial Refunds: Except where required by law, fees are non-refundable and no credits are issued for partial billing periods.
• Taxes: Fees are exclusive of applicable taxes, which are your responsibility.

5. Listing Content: License and Accuracy

• License to Us: You grant AmericanAutoListings a non-exclusive, worldwide, royalty-free license to host, store, reproduce, adapt (for formatting and normalization), publicly display, and distribute the content you submit or that is submitted on your behalf — including vehicle data, descriptions, photos, and videos — on our website, mobile applications, emails, and marketing surfaces, for the purpose of operating and promoting the platform. This license includes copying images referenced in your inventory feeds to our own storage infrastructure so they can be served reliably.
• Content Rights Warranty: You represent and warrant that you own or hold all rights necessary to grant the license above for every photo, video, and description you provide, including content produced by third-party photography or feed vendors, and that our display of that content will not infringe any third party's rights.
• Accuracy: All listing information must be truthful, accurate, and current, including price, mileage, condition, accident history, and title status (including salvage/branded titles). Photos must depict the actual vehicle offered unless clearly labeled otherwise.
• Honoring Advertised Prices: You agree to honor the prices you advertise on the platform, subject to prior sale, and not to engage in bait-and-switch advertising. Advertised prices must include or clearly disclose mandatory dealer fees to the extent required by applicable law.
• Timely Removal: You are responsible for removing or marking sold any vehicle that is no longer available, whether manually or through your automated feed.

6. Automated Inventory Processing

If you use CSV bulk upload, the Push API, or automated feed syncing, you authorize AmericanAutoListings to process inventory data submitted by you or by any system acting on your behalf (including your DMS, inventory provider, or other integration partner), and specifically to:

• Create, update, and deactivate listings based on the data received;
• Automatically mark a vehicle as sold and remove its live listing when its VIN no longer appears in your submitted inventory;
• Apply the field mapping and normalization rules configured for your account, which may alter how your data is displayed;
• Process feeds on our synchronization schedule. Inventory synchronization is not real-time, and we do not guarantee any particular processing time or frequency.

You remain responsible for the accuracy of all data submitted through automated channels as if you had entered it manually. We are not liable for listings created, changed, archived, or removed as a result of the data your systems submit.

7. Feed Credentials and API Keys

• Credentials You Provide: If you configure a pull feed, you authorize us to access the feed URL using the credentials you provide, and you represent and warrant that you are permitted — under your agreements with your DMS or feed provider — to grant us that access.
• API Keys We Issue: You are responsible for safeguarding Push API keys issued to your Dealership and for all data submitted under them. Notify us immediately if you suspect a key has been compromised; you can revoke and regenerate keys in your inventory settings, and we may revoke keys we reasonably believe are compromised or abused.

8. Consumer Lead Data — Permitted Use

The platform may share with you the contact information (such as name, email address, and phone number) and vehicle-shopping preferences of consumers who favorite your listings, message your Dealership, or otherwise express interest in your inventory ("Lead Data"). Lead Data is highly regulated, and your access to it is conditioned on the following:

• Permitted Purpose Only: You may use Lead Data solely to respond to that consumer's interest in your Dealership's vehicles listed on the platform.
• Prohibited Uses: You may not export Lead Data to marketing lists or CRMs for campaigns unrelated to the consumer's inquiry; sell, rent, or share Lead Data with any third party; use it for recurring promotional outreach without the consumer's own consent; or use it to contact consumers about anything other than their expressed interest.
• Legal Compliance: Any contact you initiate using Lead Data must comply with all applicable laws, including the Telephone Consumer Protection Act (TCPA), CAN-SPAM, state telemarketing rules, and state consumer privacy laws.
• Security and Deletion: You must protect Lead Data with reasonable safeguards and delete it upon our request or when it is no longer needed for the permitted purpose.
• Survival and Enforcement: These obligations survive termination of this Agreement. Misuse of Lead Data is a material breach and grounds for immediate suspension of your listings and account.

9. Dealership Team Accounts

Your Dealership may add team member accounts with varying roles. The Dealership is responsible for all activity under its team accounts, including content submitted and Lead Data accessed. You agree to promptly remove access for personnel who leave the Dealership and to ensure every team member complies with this Agreement, the Terms of Service, and the Privacy Policy.

10. Platform Access and Support

You acknowledge that authorized AmericanAutoListings support and administrative staff may access your Dealership account, settings, and listings as needed to provide support, investigate suspected violations, and maintain platform integrity.

11. Analytics and Data Retention

• Analytics As-Is: Dashboards and analytics (views, favorites, clicks, sales metrics) are provided for your convenience on an as-is basis without any guarantee of completeness or accuracy.
• Retention: We retain records of sold and archived listings, associated engagement data, transactional records, and audit records (including this Agreement's signature records) after individual listings end and after this Agreement terminates, as described in the Privacy Policy. We may retain and use aggregated or de-identified data indefinitely.

12. Third-Party Services; Disclaimers

The platform depends on third-party services, including Stripe (payments), Google Cloud (storage and media processing), and third-party VIN/vehicle-data services. We are not responsible for the availability or performance of third-party services. THE PLATFORM AND ALL DEALER SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION, AND WE DO NOT GUARANTEE ANY VOLUME OF LEADS, VIEWS, OR SALES.

13. Indemnification

You agree to defend, indemnify, and hold harmless AmericanAutoListings and its owners, officers, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your listings and other content you submit or that is submitted on your behalf; (b) your breach of this Agreement, including the content warranties in Section 5 and the Lead Data obligations in Section 8; (c) your violation of any law or the rights of any third party; (d) any vehicle transaction between you and a consumer; and (e) access we perform at your direction using credentials you provide.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AMERICANAUTOLISTINGS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, ARISING FROM OR RELATED TO THIS AGREEMENT OR THE PLATFORM. OUR TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE SUBSCRIPTION FEES PAID BY THE DEALERSHIP TO AMERICANAUTOLISTINGS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

15. Term, Termination, and Effect of Termination

• Term: This Agreement begins on the Effective Date and continues until terminated.
• Termination by You: You may terminate at any time by canceling your subscription and deleting your dealership account. Deleting your dealership account cancels your Stripe subscription and permanently removes your live listings.
• Termination or Suspension by Us: We may suspend or terminate this Agreement and unpublish your listings immediately for material breach (including licensing violations, inaccurate listings, or Lead Data misuse), for legal or regulatory reasons, or upon reasonable prior notice for convenience.
• Effect: Upon termination, your listings are removed from public view. Sections 5 (license, for content already distributed), 8, 11, 12, 13, 14, and 16–18 survive termination.

16. Amendments and Updated Versions

We may publish updated versions of this Agreement. For material changes, we will notify your Dealership (by email and/or dashboard notice) and provide a stated deadline to sign the updated version. If the updated version is not signed by the deadline, your listings will be removed from public view until it is signed. Continued use of dealer services after signing an updated version constitutes acceptance of that version. Non-material updates take effect when posted with a revised "Last Updated" date.

17. Electronic Signature and Records

You consent to conduct this transaction electronically. Typing the signer's name and submitting the signing form constitutes a legally binding electronic signature under the U.S. E-SIGN Act and applicable state law (including UETA). We will record the signer's name and title, the Dealership, the date and time, the network address used, and a cryptographic hash of the exact Agreement text signed, and we will provide a confirmation copy by email. You may retain and print a copy of this Agreement from the platform at any time.

18. General Terms

• Independent Parties: The parties are independent contractors. This Agreement does not create any partnership, joint venture, agency, or franchise relationship.
• Assignment: You may not assign this Agreement without our prior written consent, except to a successor in connection with a sale of the Dealership's business with notice to us. We may assign this Agreement in connection with a merger, acquisition, or sale of assets.
• Notices: We may provide notices to the email addresses associated with your Dealership's accounts or through the platform. Legal notices to us should be sent through the support contact identified in the Terms of Service.
• Governing Law and Disputes: This Agreement is governed by the governing-law and dispute-resolution provisions of the Terms of Service.
• Severability; Waiver: If any provision is held unenforceable, the remainder stays in effect. A failure to enforce a provision is not a waiver of it.
• Entire Agreement: This Agreement, together with the Terms of Service and Privacy Policy it incorporates, is the entire agreement between the parties regarding dealer services and supersedes any prior discussions or proposals on that subject.

19. Revision History

Each entry below records the date a revised version of this Agreement was published and what changed. This history is provided for convenience and does not alter the terms above. The version a Dealership is bound by is the version it signed, which is recorded with its electronic signature (Section 17); updated versions apply as set out in Section 16. We retain every earlier version in our records.

• October 24, 2026 — A failed or disputed payment now starts a seven-day grace period during which the Dealership’s listings stay live and its feeds keep running; listings are removed from public view (not deleted) only if the subscription is still past due after that period, or on cancellation, non-payment or pause. This matches how billing already works and the Dealers page (Section 4).
• October 16, 2026 — Added this Revision History; the line at the top of the Agreement now states the version date and that the Agreement takes effect for a Dealership on the date it is signed. No change to the substance of the Agreement.
• October 11, 2026 — The subscription fee described as a charge for advertising — the publication of the Dealership’s vehicle listings to shoppers — with the inventory tools and lead features provided as part of that subscription (“What the Fee Buys,” Section 4, and Section 1).
• September 18, 2026 — The monthly fee is calculated from the average number of vehicles listed per day over the billing period that has just ended, never less than the monthly minimum nor more than the amount payable at the Listing Ceiling, with one final invoice for any difference when the subscription ends (Section 4).
• August 29, 2026 — Tiered plans with listing caps replaced by per-vehicle pricing in graduated bands with a Dealership-set Listing Ceiling; the featured-listing allowance calculated from the listings billed (Section 4).
• July 3, 2026 — First version published.