Terms of Service

1. This agreement, and who it is between

These Terms of Service (the "Terms") govern your dealership's use of the CloseLine dealer management platform at app.gocloseline.com, together with every related website, application, integration, and service we make available (together, the "Service"). "CloseLine," "we," "us," and "our" mean the entity that operates the Service.

"You," "your," and "the dealership" mean the business that has a CloseLine account, and every person who uses the Service under that account. The Service is provided to businesses, for business use.

You accept these Terms when you create an account, when you accept them on screen, or when you use the Service. If you do not agree to them, do not use the Service.

The person who accepts these Terms on behalf of a dealership represents that they are authorized to bind that dealership to a contract. If you are not authorized to do that, do not accept these Terms — ask an owner or officer of the dealership to accept them instead. We record who accepted, in what role, on what date, and which version they accepted.

These Terms operate alongside our Privacy Notice, which explains how we handle personal information and is incorporated into this agreement by reference.

2. Who may use CloseLine

CloseLine is built for licensed motor vehicle dealerships and the people who work for them. To use the Service you must be a business that is lawfully permitted to carry on the activities you use the Service for, you must hold every licence, permit, bond and registration your business requires, and the individual using the Service must be at least 18 years old and authorized by the dealership.

The Service is not directed to consumers and is not intended for personal, household or family use. Members of the public do interact with pages CloseLine hosts on a dealership's behalf — a dealership's website, a vehicle brochure, a credit application, a document upload link — but those people are the dealership's customers, not CloseLine account holders, and these Terms do not make them parties to this agreement.

You are responsible for every person you allow to use your account, including employees, contractors, and anyone acting on your instructions. Their acts and omissions on the Service are treated as yours.

3. What the Service does

CloseLine is a dealer management platform. Depending on what is enabled for your dealership, it can hold your inventory, customers, deals and documents; desk and structure deals; generate and print paperwork; build and publish a dealership website and vehicle listings; syndicate inventory to third-party marketplaces; synchronise with a customer relationship management system; send and receive messages through a messaging provider; collect documents from customers through secure links; assemble packages for lenders; and provide reporting.

Not every capability is enabled for every dealership. Some features are optional and are switched on per dealership; some depend on credentials or accounts you supply for a third-party service; some depend on your own licensing and compliance posture. A feature being visible in the product, described in our materials, or present in a menu does not mean it is enabled, suitable, or lawful for your dealership to use.

We may add, change, or remove features. We will not make a change that materially reduces the core functionality you subscribe to without telling you.

4. Your account, your users, and security

You are responsible for the accuracy of your account information, for the credentials used to access it, and for everything done through it. Sign-in is handled by our authentication provider; you must keep credentials confidential and must not share a login between people.

The Service supports different user roles with different permissions. Assigning roles correctly is your responsibility. You should remove access promptly when someone leaves your dealership or changes jobs, and you should not give a person a role broader than their work requires.

Tell us promptly at support@gocloseline.com if you believe an account has been compromised, a credential has been exposed, or someone has accessed your data without authorization.

You are responsible for your own information security programme. If you are subject to the FTC Safeguards Rule — most motor vehicle dealerships are — using CloseLine does not discharge that obligation, and we are one service provider within a programme that remains yours to design, implement and oversee.

5. Fees, invoicing, renewal, and taxes

Your subscription fees, the term they cover, what they include, and how they renew are set out in the order, proposal, or written agreement between you and us. CloseLine does not process card or bank payments inside the product: the platform contains no payment processor, and subscription fees are invoiced and settled outside it.

Where the Service records a transaction-based charge — for example a buyer premium on the wholesale marketplace — the product keeps a ledger of what has accrued and we invoice it separately. Funds for a vehicle sale between two dealerships never pass through CloseLine.

Fees are exclusive of taxes. You are responsible for sales, use, excise and similar taxes on the fees, other than taxes on our income.

Unless your written agreement says otherwise: fees are payable in advance, subscriptions renew for successive terms of the same length unless either of us gives notice before the term ends, and fees already paid are not refundable except where the law requires a refund or where we terminate without cause.

We may change our prices. A price change takes effect at your next renewal, and we will give you at least thirty days' notice of it before that renewal. If you do not accept a price change you may choose not to renew.

If an invoice is overdue we may suspend the Service after giving you notice and a reasonable opportunity to pay. Suspension for non-payment does not delete your data — see section 19.

6. Your licence to use CloseLine

For as long as your account is in good standing, we grant you a non-exclusive, non-transferable, non-sublicensable right to access and use the Service for your dealership's own internal business purposes, subject to these Terms.

That is a licence to use a service, not a sale of software. No rights are granted except the ones stated here.

7. Our intellectual property

The Service — its software, interfaces, designs, documentation, templates we author, workflows, and the CloseLine name and marks — belongs to us and our licensors, and is protected by intellectual property law. We keep every right we do not expressly grant you.

Feedback you give us about the Service is welcome, and we may use it without obligation or payment. Feedback does not include your data.

Third-party names and marks that appear in the Service — vehicle manufacturers, lenders, marketplaces, government agencies, form publishers — belong to their owners. Their appearance does not imply any affiliation, sponsorship, approval, or endorsement in either direction.

8. Your data belongs to you

"Your Data" means everything you or your users put into the Service, everything your customers submit through pages we host for you, and the records the Service creates from them: inventory, customers, deals, documents, messages, forms you upload, and the rest. As between you and us, Your Data is yours. We claim no ownership of it.

You grant us a limited, worldwide, non-exclusive licence to host, store, copy, transmit, display, reformat and otherwise process Your Data solely in order to provide, secure, maintain, support, troubleshoot and improve the Service for you, and to do the things you instruct the Service to do — such as sending a document package to a lender you select, publishing a vehicle to a marketplace you enable, or synchronising a contact with your CRM. That licence exists to run the Service and for no other purpose. It ends when your data is deleted.

We do not sell Your Data. We do not share it for cross-context behavioural advertising. We do not use the personal information in Your Data to build advertising profiles. How we handle personal information, including who processes it on our behalf, is described in the Privacy Notice.

We may generate and use aggregated, de-identified statistics about how the Service is used. Anything we use that way cannot identify you, your dealership, or any individual, and we will not attempt to re-identify it.

You are responsible for Your Data: that you have the right to put it into the Service, that it is accurate, and that its collection and use are lawful.

9. Confidentiality

Each of us may learn confidential information about the other. Each of us will use the other's confidential information only to perform this agreement, will protect it with at least reasonable care, and will not disclose it except to people who need it and are bound to keep it confidential.

This does not apply to information that is public through no fault of the recipient, was already lawfully known, is independently developed, or is lawfully received from someone else. Either of us may disclose confidential information when the law or a valid legal process requires it, and — where we are lawfully able to — we will tell you first.

10. Acceptable use

You must use the Service lawfully. You must not, and must not permit anyone to:

• use the Service in violation of any law, regulation, licence condition, or third party's rights, including consumer protection, credit, advertising, privacy, telemarketing and text-messaging law;
• upload or transmit content that is unlawful, infringing, defamatory, deceptive, or that you do not have the right to use — including forms, documents and images belonging to someone else;
• upload or transmit malware, or anything designed to disrupt, damage, or gain unauthorized access to any system;
• attempt to access another dealership's data, any account you are not authorized to use, or any part of our systems you are not authorized to reach; or probe, scan or test the security of the Service without our written permission;
• scrape, crawl, or harvest data from the Service by automated means, except through an interface we provide for that purpose;
• share credentials, resell or provide the Service to a third party, or use it to run a service bureau, unless we have agreed in writing;
• reverse engineer, decompile, or attempt to derive the source code or underlying structure of the Service, except to the extent that restriction is unenforceable by law;
• interfere with the Service's operation, circumvent a usage limit or access control, or impose an unreasonable load on it;
• send messages through the Service to people who have not given the consent the law requires, or after they have opted out;
• misrepresent a vehicle, a price, a financing term, a warranty, or your own identity or authority, through any surface the Service publishes; or
• use the Service to make a credit, pricing, or eligibility decision about a consumer on a basis prohibited by law.

We do not monitor Your Data routinely, and we have no obligation to. We may investigate a suspected violation and take proportionate action, including removing content or suspending access.

11. Your people, your customers, and your authority to collect

The Service collects personal information from your customers and prospects, and holds sensitive information about them — identity documents, dates of birth, Social Security numbers, income, employment, banking details, insurance documents, and more. All of it is collected by you, for your business, under your authority.

You are responsible for having a lawful basis to collect, hold, use and disclose that information; for giving every notice the law requires you to give — including your own privacy notice and, where applicable, your Gramm-Leach-Bliley Act privacy notice; for obtaining every consent, authorization and permission the law requires, including consent to obtain a consumer report and consent to contact someone by phone, text or email; and for honouring every request, opt-out and right a consumer exercises with you.

Our Privacy Notice is ours. It is not your privacy notice, it is not your GLBA notice, and publishing it does not satisfy any notice obligation you owe to your customers.

Where the Service generates a document, page or notice for you — a privacy policy for your website, a consent paragraph, a disclosure on a printed form — it is a starting point for your counsel to review and adopt, not a compliance product, and section 12 applies to it.

12. Forms, Documents, and Dealership Compliance

This section is important. Read it carefully. It limits what you may rely on us for, and it should be read together with section 21 (Disclaimer of warranties), section 22 (Limitation of liability) and section 23 (Your indemnification of CloseLine).

CloseLine may make forms, templates, sample language, document-generation tools, and third-party or government materials available as a convenience. CloseLine is not a law firm and does not provide legal, tax, accounting, regulatory, lending, insurance, or compliance advice. No form or template is guaranteed to be accurate, complete, current, legally sufficient, or appropriate for a particular dealership, jurisdiction, customer, vehicle, transaction, or financing arrangement.

The dealership is solely responsible for determining which forms and disclosures are required; obtaining all necessary licences and permissions; confirming that each form is the current authorized version; correctly completing and delivering all documents; obtaining required signatures and consents; making required disclosures; maintaining records; and complying with federal, state, and local law. The dealership must consult qualified legal and compliance professionals regarding its forms and business practices.

CloseLine has no obligation to monitor changes in law, update a dealership's uploaded forms, review forms for legal sufficiency, or warn a dealership that a form has become outdated. The dealership must not rely on the availability of a form in CloseLine as evidence that the form is legally sufficient or approved by a court, regulator, lender, manufacturer, insurer, warranty administrator, or other third party.

For dealership-uploaded forms, the dealership represents and warrants that it has all rights and permissions necessary to upload, store, reproduce, modify, complete, transmit, and use those forms. The dealership is responsible for the content, legality, accuracy, security classification, and authorized use of uploaded forms.

CloseLine's display of a government, lender, vendor, or third-party form does not imply sponsorship, approval, affiliation, or endorsement.

Use of any form remains at the dealership's risk. Nothing in this section limits liability that cannot legally be limited.

How this works in the product

Some documents in CloseLine are generated by us from your deal data. Others are official or third-party documents — government and DMV forms, lender paperwork, warranty company forms, copyrighted forms — which the Service prints on their own official versions and fills in by placing your deal's values onto them. Others again are documents your dealership uploaded. Whichever kind it is, what prints is your dealership's paperwork and your dealership's responsibility.

Data is placed onto a form by a mapping between the form's fields and the deal. A mapping can be wrong, incomplete, or right for one dealership and wrong for another; a form can change without the mapping changing. You must review every document before you use it, sign it, deliver it, or rely on it. A blank field, a wrong figure, or a missing disclosure on a printed document is the dealership's to catch.

Before your dealership first prints, downloads, sends, or signs a document through CloseLine, we ask a user to acknowledge this responsibility, and we keep a record of that acknowledgment. The acknowledgment does not transfer any responsibility to us, and it does not limit this section.

13. We are not your lawyer, accountant, lender, or compliance officer

Nothing in the Service, in our documentation, in our support correspondence, or in any content we generate is legal, tax, accounting, lending, insurance, appraisal, or regulatory compliance advice. CloseLine does not act as your attorney, accountant, lender, broker, insurer, regulator, or compliance officer.

Using the Service does not create an attorney-client relationship, a fiduciary relationship, or any professional engagement, and it does not transfer any of your legal or regulatory responsibilities to us.

14. Electronic signatures and electronic communications

You agree that we may communicate with you electronically about your account and the Service, and that electronic records and acceptances satisfy any requirement that a communication be in writing. Your acceptance of these Terms on screen is an electronic signature.

The Service is not an electronic signature platform and does not provide a certified e-signature service. Where a customer completes a credit application on a website we host for you, the Service records the name they typed, the date and time, their network address, and the browser they used, and prints that record on the resulting application. That is the only electronic signature the Service captures. Everything else the Service prints is designed to be signed on paper.

Whether an electronic signature is valid and enforceable for a given transaction — including whether the disclosures and consents required by the federal E-SIGN Act, your state's Uniform Electronic Transactions Act, and any applicable lender or program rules were given — is your responsibility. We make no representation that any signature captured through the Service satisfies those requirements for your transaction.

15. Third-party services and integrations

The Service connects to third parties: a customer relationship management and messaging platform, email delivery, lenders and lender portals, service contract and warranty administrators, marketplaces and listing sites, vehicle data sources, insurance agencies, payment-adjacent partners, and others. Some are operated by us; many are enabled by you, with credentials or an account you supply, and are used at your direction.

Third-party services are not ours. We do not control them, we do not warrant them, and we are not responsible for their acts, omissions, availability, accuracy, security, pricing, or terms. Your use of a third-party service is governed by your agreement with that third party, and you are responsible for complying with it.

Enabling an integration authorizes us to exchange the data that integration needs in order to work. If a third party changes, restricts, or ends its service, we may have to change or discontinue the corresponding capability, and doing so is not a breach of these Terms.

The Privacy Notice describes which third parties receive personal information and what reaches them.

16. AI-assisted features

Parts of the Service use artificial intelligence. Depending on what is enabled, that includes writing vehicle descriptions and marketing copy, answering questions about your own data in an in-product assistant, interpreting a typed or spoken command, reading a photographed invoice or a lender's guideline document, drafting narration for a vehicle video, and producing an editorial industry brief. Where the Service uses AI, we send the relevant content to an AI provider to process it and return a result. The Privacy Notice names those providers and describes what is sent.

AI output can be wrong. It can state something that is not true, omit something important, or describe a vehicle, a condition, a history, or a term inaccurately — including in ways that read as confident and specific. AI output is a draft for a person to check, and you are responsible for reviewing it before you publish it, send it, print it, or rely on it. Content you publish is your advertising and your representation, and advertising, disclosure and unfair-or-deceptive-practices law applies to it in full.

A conversational assistant may reply to your customers through the messaging platform connected to your account. That assistant is configured in that platform and is not operated by us. You are responsible for what it says to your customers, for any disclosure that it is automated, and for honouring opt-outs.

No AI feature in the Service makes, or is permitted to make, a credit, pricing, underwriting, approval or eligibility decision about a consumer. If you use AI output as an input to a decision about a consumer, that decision and its compliance — including any adverse action obligation — are yours.

17. Numbers, calculations, and estimates

The Service calculates figures: payments, taxes, fees, amounts financed, finance charges, annual percentage rates, profit, reserve, payoffs, values, projections and reports. Those figures depend entirely on what is entered, on the rates and fees configured for your dealership, and on assumptions built into the calculation.

They are estimates for your internal use, and they are not a quotation, an offer of credit, a disclosure, an appraisal, a tax determination, or a statement of what any lender, insurer, tax authority or government agency will accept. Tax rates, fee caps, and disclosure requirements vary by jurisdiction and change over time.

You are responsible for verifying every figure that leaves your dealership — on a worksheet, a quote, a contract, an advertisement, a website, or a disclosure — before you present it to a customer or rely on it. Where a figure is required by law to be calculated or disclosed in a particular way, meeting that requirement is yours.

18. Availability, changes, beta features, and support

We work to keep the Service available and will give notice of planned maintenance where we reasonably can. We do not promise uninterrupted or error-free operation, and we do not offer a service level commitment unless one is written into your agreement with us. The Service depends on third parties — hosting, database, authentication, email, messaging, integrations — and an outage at any of them can interrupt it.

Some capabilities are offered as previews, betas, or early access. They may be incomplete, may change, and may be withdrawn. They are provided as-is, without any warranty or support commitment, and you should not rely on them for anything you cannot afford to lose or redo.

Support is provided by email at support@gocloseline.com during normal business hours, on commercially reasonable efforts, unless your agreement with us says otherwise.

19. Your data: export, retention, deletion, and the end of your account

Either of us may end this agreement as your written agreement provides. When your subscription ends or is cancelled, this is what happens to your data — and it is what the Service actually does, not an aspiration.

For ninety days after cancellation your data is retained and your account can be reactivated. That period governs access; it is not a deletion date.

Deletion is separate and later, because a dealership that stops subscribing does not stop being subject to the rules it operated under. Before your records are deleted we produce an archive of them for you, or record why that was waived. Deletion is then blocked until the record-retention periods that attach to your transactions have run — including the federal ones the Service encodes: five years for odometer disclosures, twenty-five months for credit applications, two years for financing disclosures, and one year for Buyers Guides — plus a state record-retention period. Deletion is also blocked for as long as any in-house finance note remains unpaid, because that ledger is the loan balance, and by any legal hold.

When deletion does run, it is irreversible, and we keep a receipt recording that it happened, on whose authority, and how many records were destroyed. The receipt holds counts, never content.

Ask us at support@gocloseline.com for an export of your data. There is no self-service bulk export in the product today; we produce the archive for you.

Some records are not attached to your dealership and survive the deletion of your account — for example our own support correspondence with you, our security and operational logs, and records we must keep for our own legal, accounting and audit purposes. These are described in the Privacy Notice.

You should keep your own copies of anything you are required to retain. Do not rely on us as your only copy of a record you owe to a regulator, a lender, or a customer.

20. Suspension

We may suspend your access, or a part of it, if we reasonably believe it is necessary to protect the Service or another customer; if we reasonably suspect unlawful use, a security incident, or a breach of section 10; if a payment is overdue after notice; or if the law or a third party whose service we depend on requires it.

We will make the suspension no broader and no longer than the circumstances reasonably require, and we will tell you why unless we are legally prevented from doing so. We will restore access once the cause is resolved. Suspension does not by itself delete your data.

21. Disclaimer of warranties

Read this section together with section 12 (Forms, Documents, and Dealership Compliance) and section 22 (Limitation of liability).

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE AND EVERYTHING PROVIDED THROUGH IT — INCLUDING FORMS, TEMPLATES, GENERATED DOCUMENTS, CALCULATIONS, AI OUTPUT, DATA FROM THIRD PARTIES, AND INTEGRATIONS — ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND.

WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED AND STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, THAT ANY RESULT OR FIGURE WILL BE ACCURATE OR COMPLETE, OR THAT ANY FORM, DOCUMENT, DISCLOSURE, WEBSITE OR COMMUNICATION PRODUCED THROUGH THE SERVICE COMPLIES WITH ANY LAW.

Some jurisdictions do not allow the exclusion of certain warranties, so parts of this section may not apply to you. Nothing here excludes liability that cannot lawfully be excluded.

22. Limitation of liability

This section limits what you can recover from us. Read it together with sections 12, 21 and 23.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST GOODWILL, OR LOST OR CORRUPTED DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE, ON ANY THEORY OF LIABILITY, EVEN IF THE PARTY WAS ADVISED THAT SUCH DAMAGES WERE POSSIBLE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE WILL NOT EXCEED THE TOTAL SUBSCRIPTION FEES YOU PAID FOR CLOSELINE IN THE TWELVE MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CLAIM.

These limits apply in the aggregate across all claims, and they apply whether the claim is in contract, tort, statute or otherwise. They do not apply to your obligation to pay fees, to your indemnification obligations, or to liability that cannot lawfully be limited — which, depending on your jurisdiction, may include liability for fraud, wilful misconduct, or death or personal injury caused by negligence.

You acknowledge that the fees for the Service reflect this allocation of risk, and that we would not provide the Service on these terms without it.

23. Your indemnification of CloseLine

You will defend, indemnify and hold harmless CloseLine and its officers, directors, employees and agents from and against any third-party claim, demand, proceeding, loss, liability, damage, fine, penalty, cost or expense (including reasonable legal fees) arising out of or relating to:

• your use of the Service, or use by anyone acting under your account;
• Your Data, including a claim that it is unlawful or infringes someone's rights, and any breach of your obligations regarding it;
• any form, template, document or content you uploaded, adapted, completed, printed, sent or used, and any claim that you lacked the right to do so;
• any transaction document, contract, disclosure, advertisement or communication produced through the Service and used by your dealership;
• your failure to obtain a required authorization, consent, permission or licence, including consent to obtain a consumer report and consent to contact a person by phone, text or email;
• your violation of law or regulation, including consumer protection, credit, advertising, privacy, data security, telemarketing and text-messaging law;
• your violation of a third party's rights, including intellectual property and privacy rights; and
• your breach of these Terms.

We will tell you about the claim promptly, let you control the defence (except that you may not settle in a way that admits our fault or imposes an obligation on us without our consent), and cooperate reasonably at your expense.

24. Our indemnification of you

We will defend you against a third-party claim that the Service, used as we permit, infringes that third party's United States patent, copyright or trademark, and we will pay damages finally awarded or agreed in settlement, provided you tell us promptly, let us control the defence and settlement, and cooperate reasonably.

If the Service becomes, or we believe it may become, the subject of such a claim, we may at our option modify it, obtain a right for you to continue using it, or terminate the affected part and refund fees you have prepaid for it.

This does not apply to a claim arising from Your Data; from a form, template or content you supplied, uploaded or adapted; from your combination of the Service with something we did not supply; from your use of the Service in breach of these Terms or contrary to our instructions; or from a version of the Service we asked you to stop using.

This section states our entire liability and your sole remedy for a claim of infringement.

25. Governing law and disputes

The governing law and venue for this agreement are set out in the written agreement between you and us.

Before filing anything, the party with a concern will raise it in writing and both of us will try in good faith to resolve it for thirty days. This does not prevent either of us from seeking injunctive relief to protect intellectual property or confidential information.

26. Termination and survival

Either of us may terminate this agreement as your written agreement provides, and either of us may terminate it if the other materially breaches it and does not cure the breach within thirty days of written notice. We may terminate immediately if you use the Service unlawfully or in a way that puts the Service, another customer, or a consumer at risk.

On termination your right to use the Service ends. Section 19 governs what happens to your data.

The sections that by their nature should survive do survive: 7 (our intellectual property), 8 (your data and the licence you grant, to the extent needed to complete deletion), 9 (confidentiality), 11 (your responsibilities regarding your customers), 12 (forms and compliance), 13 (no advice), 19 (retention and deletion), 21 (warranties), 22 (liability), 23 and 24 (indemnification), 25 (governing law), this section, and 29 to 31.

27. Events outside our control

Neither of us is liable for a failure or delay caused by something outside its reasonable control: natural disaster, fire, flood, epidemic, war, terrorism, civil unrest, labour dispute, act of government, failure of the internet or of a telecommunications, hosting, database, authentication or payment provider, widespread cyberattack, or power failure. This does not excuse an obligation to pay money already owed.

28. Assignment

You may not assign or transfer this agreement, or any right under it, without our written consent, and any attempt to do so is void. We may assign it to an affiliate, or in connection with a merger, acquisition, reorganisation, or sale of all or substantially all of our assets. This agreement binds and benefits each party's permitted successors and assigns.

29. Severability, waiver, and the whole agreement

If a provision of this agreement is held unenforceable, it is modified to the least extent necessary to make it enforceable, or severed if it cannot be, and the rest stays in force.

A failure or delay in enforcing a provision is not a waiver of it, and a waiver on one occasion is not a waiver on another. A waiver is only effective if it is in writing.

These Terms, the Privacy Notice, and any order, proposal or written agreement between you and us that references them are the entire agreement between us about the Service, and replace every earlier or contemporaneous understanding about it.

If there is a conflict, the order of precedence is: first, a signed written agreement between you and us; second, an order or proposal we have both accepted; third, these Terms; fourth, the Privacy Notice; and last, any other material in or about the Service. Terms in your purchase order or vendor portal do not apply and are rejected, unless we have signed them.

Nothing in this agreement creates a partnership, joint venture, employment, franchise or agency relationship between us, and neither of us may bind the other. This agreement does not give anyone other than you and us a right to enforce it.

30. Changes to these Terms

We may update these Terms. Every version is given a version number and an effective date, and previous versions stay published at their own stable web addresses so you can see what you agreed to and when.

If a change is material — and in particular if it changes your responsibility for forms and documents, the limits on our liability, or your indemnification obligations — we will tell you before it takes effect and ask an authorized person at your dealership to accept the new version. Continuing to use the Service after a non-material change means you accept it.

We do not bundle marketing consent into acceptance of these Terms, and we will not treat your acceptance of these Terms as permission to market to you.

31. How to contact us

For questions about these Terms, about your account, or about the Service, email support@gocloseline.com.

Formal legal notice must be sent in writing to the address stated in the written agreement between you and us, and is also sent by email to support@gocloseline.com. Notice is effective on receipt.

We will send notices to you at the email addresses on your account and, where a notice is material, to an owner or administrator of the dealership.