Terms of Service

1. Acceptance of Terms

By creating an account, clicking to accept these Terms, or accessing or using the Service, you agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity. If you do not agree to these Terms, you must not access or use the Service.

2. Eligibility and Account Responsibilities

The Service is intended solely for business use by automotive dealerships and their authorized personnel. You must be at least eighteen (18) years old and capable of forming a binding contract. You are responsible for all activity that occurs under your account and for maintaining the confidentiality of your account credentials. You agree to provide accurate, current, and complete information and to keep it updated. You must notify us promptly of any unauthorized use of your account or any other breach of security. You are responsible for the acts and omissions of your users and for ensuring that your users comply with these Terms.

3. Subscription, Billing, and Payment

The Service is offered on a subscription basis with flat per-rooftop (per-dealership-location) pricing and unlimited users per rooftop. Subscription fees, included tiers, and any per-location add-on charges are presented at the time you sign up or as otherwise communicated to you.

• Free trial. New accounts may be offered a thirty (30) day free trial. A valid payment method is required to begin the trial. Unless you cancel before the trial ends, your subscription will automatically convert to a paid plan and your payment method will be charged.
• Month-to-month term. Subscriptions are month-to-month with no long-term contract and no setup fee, unless otherwise agreed in writing.
• Auto-renewal. Your subscription automatically renews at the end of each billing period at the then-current rates until cancelled. You authorize us and our payment processor to charge your payment method on a recurring basis.
• Cancellation. You may cancel your subscription at any time, effective at the end of the current billing period. Cancellation stops future charges; it does not retroactively cancel the current period.
• No refunds. Except where required by law, all fees are non-refundable and are not prorated for partial billing periods, downgrades, or unused portions of the Service.
• Taxes and late payment. Fees are exclusive of taxes, which you are responsible for paying. We may suspend the Service for non-payment after reasonable notice.

We may change our fees and plans on a prospective basis. We will provide notice of price changes, and the new rates will apply at your next renewal. Payments are processed by a third-party payment processor (Stripe), and your use of payment features is subject to that processor’s terms.

4. Acceptable Use and Prohibited Conduct

You agree not to, and not to permit any user to:

• Use the Service in violation of any applicable law, regulation, or third-party right;
• Send communications in violation of anti-spam, telemarketing, or consumer protection laws, including the Telephone Consumer Protection Act (TCPA);
• Upload or transmit malicious code, or interfere with or disrupt the integrity or performance of the Service;
• Attempt to gain unauthorized access to the Service, other accounts, or related systems or networks;
• Reverse engineer, decompile, or attempt to derive the source code of the Service, except to the extent such restriction is prohibited by law;
• Resell, sublicense, or provide the Service to third parties outside your organization without our written consent; or
• Use the Service to store or transmit data you are not authorized to process, or that is unlawful, infringing, or harmful.

We may investigate suspected violations and may suspend or terminate access for conduct that we reasonably believe violates these Terms or harms the Service, other customers, or third parties.

5. Customer Data and License

As between the parties, you own all data, content, and information that you or your users submit to or generate through the Service (“Customer Data”). You grant us a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, and display Customer Data solely as necessary to provide, maintain, secure, and improve the Service, to prevent or address technical or security issues, and as otherwise permitted by these Terms or our Privacy Policy. You are responsible for the accuracy, quality, and legality of Customer Data and for obtaining all consents necessary for us to process it on your behalf. We may generate and use aggregated and de-identified data derived from use of the Service, provided such data does not identify you or any individual.

6. Intellectual Property

The Service, including all software, technology, designs, text, graphics, and trademarks (including “ReconRelay”), and all intellectual property rights therein, are and remain the exclusive property of Three Sixty Moon LLC and its licensors. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during your subscription for your internal business purposes. No rights are granted except as expressly set forth herein. If you provide feedback or suggestions, you grant us a perpetual, royalty-free license to use them without restriction.

7. Third-Party Integrations and Messaging

The Service may interoperate with third-party services, including data feeds (such as DealerVault / Authenticom), messaging providers (such as Twilio), and payment processing (such as Stripe). Your use of any third-party service is governed by that provider’s own terms and policies, and we are not responsible for third-party services or their availability. We may add, change, or discontinue integrations at any time.

SMS and TCPA consent. If you use the Service to send text messages or other communications to consumers, you are solely responsible for obtaining and maintaining all legally required consents (including prior express written consent where required), honoring opt-out requests, and complying with the TCPA, the Telemarketing Sales Rule, CTIA guidelines, and all other applicable communications laws. You represent and warrant that you have the necessary consents for every recipient you contact through the Service, and you will indemnify us for claims arising from your communications. We may suspend messaging features for suspected non-compliance.

8. Service Availability; Disclaimer of Warranties

We strive to keep the Service available but do not guarantee uninterrupted or error-free operation. We may perform maintenance and may modify or discontinue features from time to time. THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT ANY DATA WILL BE ACCURATE, SECURE, OR FREE FROM LOSS.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR YOUR PAYMENT OBLIGATIONS AND YOUR INDEMNIFICATION OBLIGATIONS, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE TOTAL FEES YOU PAID TO US FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY AND FORM THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.

10. Indemnification

You will defend, indemnify, and hold harmless ReconRelay, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, damages, liabilities, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your use of the Service; (b) Customer Data; (c) your communications, including any SMS or messaging activity; (d) your violation of these Terms or any applicable law; or (e) your infringement or misappropriation of any third-party right.

11. Confidentiality

Each party may have access to non-public information of the other party (“Confidential Information”). The receiving party will use the disclosing party’s Confidential Information only to perform under these Terms, will protect it with at least reasonable care, and will not disclose it except to personnel and contractors who need to know it and are bound by confidentiality obligations. These obligations do not apply to information that is or becomes public through no fault of the receiving party, is independently developed, or is required to be disclosed by law.

12. Suspension and Termination

You may stop using the Service and cancel at any time as described in Section 3. We may suspend or terminate your access to the Service, with or without notice, if you breach these Terms, fail to pay fees, or use the Service in a manner that poses a security, legal, or operational risk. Upon termination, your right to use the Service ceases. We will make Customer Data available for export for a limited period after termination as described in our then-current data retention practices, after which we may delete it. Sections that by their nature should survive termination (including ownership, disclaimers, limitation of liability, indemnification, confidentiality, and dispute resolution) will survive.

13. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules.

Binding arbitration. Except for the carve-outs below, any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration will be conducted by a single arbitrator, and judgment on the award may be entered in any court of competent jurisdiction.

Class-action waiver. All claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding. The arbitrator may not consolidate more than one person’s claims or preside over any form of class proceeding.

Carve-outs. Notwithstanding the above, either party may (a) bring an individual claim in small-claims court, and (b) seek injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information. You may opt out of this arbitration agreement by sending written notice to info@reconrelay.com within thirty (30) days of first accepting these Terms; opting out does not affect the other provisions of these Terms.

14. Modifications to the Terms

We may modify these Terms from time to time. If we make material changes, we will provide notice by posting the updated Terms on this page and updating the “Last updated” date, and, where appropriate, by email or in-app notice. Changes are effective when posted. Your continued use of the Service after the effective date of a change constitutes your acceptance of the modified Terms. If you do not agree to the changes, you must stop using the Service.

15. General

These Terms, together with the Privacy Policy and any order or plan you accept, constitute the entire agreement between the parties regarding the Service. If any provision is found unenforceable, the remaining provisions remain in effect. Our failure to enforce any right is not a waiver. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets. Nothing in these Terms creates a partnership, agency, or joint venture.

16. Contact

Questions about these Terms? Contact us at info@reconrelay.com, or by mail at Three Sixty Moon LLC d/b/a ReconRelay, 850 New Burton Road, Suite 201, Dover, Delaware 19904.