Dealer Terms of Service

1) The Services; Our Role

• 1.1 Platform Only. OUT operates technology and marketing tools that help Dealers advertise vehicles, receive lead information, and (optionally) exchange offers with sellers and other buyers (the “Services”).
• 1.2 Not a Party to Transactions. OUT is not a dealer, broker, escrow agent, auctioneer, insurer, lender, or payment processor. We do not take title to vehicles, do not buy or sell vehicles, and are not responsible for titles, liens, odometer disclosures, payoff amounts, UCC filings, taxes, DMV paperwork, emissions, inspections, financing, or shipping.
• 1.3 Third-Party Tools. Some features may involve third parties (e.g., valuation tools, VIN decoders, data providers, messaging, identity/anti-fraud services, escrow providers). Those are governed by their own terms. OUT is not responsible for third-party acts or omissions.

2) Dealer Eligibility & Responsibilities

• 2.1 Licensed Business. You represent and warrant that you are a duly licensed motor vehicle dealer (or otherwise properly licensed/authorized) in each jurisdiction where you operate, and you will maintain all required licenses, bonds, and permits.
• 2.2 Compliance. You will comply with all applicable laws and rules, including without limitation: FTC rules, state dealer laws, advertising rules, UDAP/UDTPA, privacy/data security, TCPA and text/email rules, Do-Not-Call, odometer and title laws, lien payoff laws, export/sanctions, and any state attorney-general guidance.
• 2.3 Accuracy. You are solely responsible for the accuracy and legality of your listings, offers, prices, fees, disclaimers, and communications.
• 2.4 No Misuse. You will not scrape, circumvent, interfere with, or overload the Services; copy our data except as permitted; or use the Services for unlawful or deceptive purposes.
• 2.5 Leads & Contacting. You must contact leads in a compliant manner, honor opt-outs, and keep lead data confidential and used only for the intended transaction.

3) Fees; Payments; Taxes; Chargebacks

• 3.1 Fees. You agree to pay any subscription, listing, lead, success, or other fees we disclose in your order, dashboard, or plan (collectively, “Fees”). Fees are non-refundable unless we state otherwise in writing.
• 3.2 Billing & Collections. You authorize us (or our processor) to charge your payment method for Fees when due. You agree to reimburse our reasonable costs of collection, including attorneys’ fees, for past-due amounts.
• 3.3 Chargebacks. If you initiate or incur a chargeback or reversal, you remain responsible for the underlying Fees and any processor penalties. We may suspend or terminate your account for chargebacks or non-payment.
• 3.4 Taxes. Fees are exclusive of taxes. You are responsible for all applicable taxes, duties, and regulatory charges (other than taxes on our net income).

4) Listings, Offers, and Transactions

• 4.1 Independence. All offers you make via the Services are your offers, not ours. Any purchase/sale you consummate is between you and the counterparty.
• 4.2 Title/Lien Payoff. You are solely responsible for verifying title, payoff, lien release, odometer statements, prior damage, vehicle history, inspections, emissions, and any DMV work.
• 4.3 No Reliance. You understand that valuations, comps, VIN decodes, and automated estimates are informational only and may be inaccurate, incomplete, delayed, or based on assumptions. You rely on them at your own risk.
• 4.4 Prohibited Vehicles/Content. You will not list stolen, salvage (unless properly disclosed), unsafe, or otherwise unlawful vehicles, nor content that is false, infringing, defamatory, obscene, or misleading.

5) Data; Privacy; Communications

• 5.1 Dealer Data. You grant OUT a non-exclusive, worldwide license to use, host, reproduce, display, and distribute your listings, logos, and related content solely to operate, market, and improve the Services.
• 5.2 Lead & Personal Data. You will protect personal data of leads and counterparties, use it only for the intended purpose, and delete it when no longer needed or upon lawful request.
• 5.3 Monitoring. We may monitor communications sent via our platform (e.g., email/SMS chat tools) to prevent spam, fraud, or abuse, and to improve the Services.

6) Intellectual Property

• 6.1 Ours. OUT owns all rights in the Services, software, compilations, and trademarks (including “Only Used Tesla”).
• 6.2 Yours. You retain ownership of your trademarks and original content. You represent you have all rights necessary to grant the license in Section 5.1.

7) Warranties; Disclaimers

• Dealer Warranties. You represent and warrant that (a) your use is lawful; (b) your listings and communications are accurate and non-infringing; (c) you have authority to bind Dealer; and (d) you will comply with Section 2.
• 7.1 AS-IS. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, AND QUIET ENJOYMENT. We do not guarantee leads, conversions, ranking, valuations, uptime, or absence of fraud.

8) Indemnification

You will defend, indemnify, and hold harmless OUT, its owners, managers, employees, and agents from and against any and all losses, claims, demands, actions, damages, liabilities, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

• (a) your listings, offers, or communications;
• (b) any vehicle, title, lien, payoff, tax, odometer, or DMV issue;
• (c) your breach of these Terms or of law;
• (d) alleged fraud, misrepresentation, unfair/deceptive acts, telemarketing/TCPA violations, privacy/security incidents, or IP infringement by you; and
• (e) disputes between you and any seller, buyer, or third party.

We may participate in the defense at our expense, and you will not settle any matter that imposes obligations on OUT without our written consent.

9) Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• (a) EXCLUSION OF DAMAGES. OUT WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.
• (b) CAP. OUT’S TOTAL LIABILITY FOR ALL CLAIMS IN THE AGGREGATE WILL NOT EXCEED THE FEES YOU PAID TO OUT IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
• (c) These limits apply to all theories of liability and all causes of action. Nothing limits liability to the extent it cannot be limited under applicable law (e.g., for willful misconduct).

10) Term; Suspension; Termination

• 10.1 Term. These Terms start when you accept them and continue until terminated.
• 10.2 Suspension/Termination. We may suspend or terminate your account or listings for suspected violations, non-payment, chargebacks, fraud, or risk to users. You may terminate at any time by written notice, but no refunds of prepaid Fees unless we expressly agree.
• 10.3 Effect. Upon termination, your right to access the Services ends; sections intended to survive (including 3–9, 11–14) will survive.

11) Modifications

We may update these Terms by posting an updated version with a new “Effective Date.” Continued use after the Effective Date constitutes acceptance. Material changes will be highlighted in the dashboard or via email.

12) Confidentiality

Non-public information we disclose to you regarding our systems, pricing tests, roadmaps, leads scoring, or anti-fraud measures is our Confidential Information. You will protect it and use it only to use the Services.

13) Governing Law; Venue

• 13.1 Governing Law. These Terms are governed by the laws of the State of New York, without regard to conflicts-of-law rules.
• 13.2 Exclusive Venue & Jurisdiction. You irrevocably agree that any claim or dispute with OUT must be brought exclusively in the state courts located in Suffolk County, New York (or, if federal jurisdiction exists, the U.S. District Court for the Eastern District of New York, Central Islip). You consent to personal jurisdiction there and waive any objection based on inconvenient forum or improper venue.
• 13.3 Self-Representation & Remote Proceedings. Nothing prevents you or us from appearing pro se (self-represented). To the fullest extent permitted, the parties consent to remote conferences, virtual appearances, and service by email for scheduling and non-dispositive matters.
• 13.4 Jury Trial Waiver. Each party waives any right to a jury trial in any action arising out of or relating to these Terms or the Services.

14) Miscellaneous

• 14.1 Independent Contractors. The parties are independent contractors; no partnership, franchise, fiduciary duty, or agency is created.
• 14.2 Assignment. You may not assign these Terms without our prior written consent; we may assign in connection with a reorganization, sale, or to an affiliate.
• 14.3 Force Majeure. We are not liable for delays/failures due to events beyond our reasonable control (e.g., network outages, DDoS, labor issues, governmental actions).
• 14.4 Notices. We may send notices to your account email. You may send legal notices to Qureshi Media LLC, Bellport, NY, USA, and to legal@onlyusedtesla.com (email copy required).
• 14.5 Entire Agreement. These Terms (plus any plan/order you accept) are the entire agreement and supersede prior understandings. If any provision is unenforceable, the remainder remains in effect.
• 14.6 Audit/Verification. On request, you will provide evidence of your dealer license and compliance. We may throttle, rate-limit, or audit your use to protect platform integrity.
• 14.7 Publicity. We may list your business name and logo as a Dealer user unless you opt out in writing.
• 14.8 Certification. I certify that we hold a valid dealer license in the stated state(s) and country.

15) E-Sign Consent; Click-Through Acceptance

By clicking “I Agree,” creating an account, or using the Services, you electronically sign and agree to these Terms. If you do not agree, do not use the Services.