Terms of Service & Subscription Agreement

This Agreement governs your access to and use of the MarketSync platform. By creating an account, installing the browser extension, accessing the dashboard, using any MarketSync software, purchasing a subscription, or otherwise accessing the Service, you agree to be legally bound by this Agreement.

1. Definitions

Throughout this Agreement:

"Agreement" means these Terms of Service together with all policies incorporated by reference.

"Company" means MarketSync, its owners, officers, directors, employees, contractors, affiliates, successors and assigns.

"Customer" means the dealership, business, salesperson, organization, or individual using the Service.

"Dealer" means any automotive dealership using MarketSync.

"Inventory" means all vehicle information, pricing, descriptions, images, videos, VIN information, brochures, specifications, and related content provided by Customer.

"Marketplace" means Facebook Marketplace and any future online marketplace supported by MarketSync.

"Service" means all MarketSync software, websites, Chrome extensions, APIs, dashboards, mobile applications, AI systems, websites created by MarketSync, inventory management systems, CRM tools, marketing tools, communications tools, integrations, reports, analytics, and all future software modules.

"Subscription" means Customer's paid access to the Service.

"Third Party Services" means all software, websites, APIs, services, and providers not owned by MarketSync including but not limited to Meta, Facebook, Google, Stripe, Twilio, OpenAI, Anthropic, Microsoft, inventory providers, VIN providers, payment processors, hosting providers, cloud infrastructure providers, and communication providers.

2. Acceptance of Terms

By creating an account, installing the browser extension, accessing the dashboard, using any MarketSync software, purchasing a subscription, or otherwise accessing the Service, Customer acknowledges that they have read, understood, and agree to be legally bound by this Agreement. If Customer does not agree to these Terms, Customer must immediately discontinue use of the Service. Use of the Service constitutes electronic acceptance of this Agreement. The individual accepting these Terms represents and warrants that they possess authority to bind the dealership or business they represent.

3. Eligibility

Customer represents and warrants that: they are at least eighteen (18) years of age; they possess legal authority to enter into binding contracts; they are legally permitted to operate an automotive dealership or otherwise sell vehicles in their jurisdiction; all information supplied to MarketSync is accurate; and they will maintain accurate account information throughout the Subscription. MarketSync reserves the right to refuse service to anyone at its sole discretion to the maximum extent permitted by law.

4. Description of Services

MarketSync provides cloud-based dealership software designed to assist automotive businesses. Features may include but are not limited to: Facebook Marketplace automation; inventory synchronization; dealership websites; CRM; lead routing; employee management; AI-generated descriptions; AI-generated marketing materials; reporting; analytics; vehicle appraisals; trade value estimates; inventory monitoring; email automation; SMS automation; customer communications; website hosting; drag-and-drop website builder; AI assistants; VIN decoding; brochure generation; window stickers; inventory health reports; leaderboard systems; incentive tracking; service department tools; APIs; and future software modules.

MarketSync may add, remove, suspend, discontinue, or modify any feature at any time without liability. Customer acknowledges that software evolves continuously and features may change.

5. License Grant

Subject to Customer's compliance with this Agreement and payment of applicable fees, MarketSync grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Service solely for Customer's internal business operations.

Customer shall not: copy the software; modify the software; decompile the software; reverse engineer the software; create derivative works; rent the software; lease the software; sublicense the software; resell the software; use the software for competitive analysis; attempt to discover source code; bypass licensing restrictions; interfere with security measures; scrape MarketSync systems; automate access beyond approved APIs; or access the Service after termination.

All rights not expressly granted remain exclusively owned by MarketSync.

6. Accounts and Security

Customer is solely responsible for: maintaining password confidentiality; maintaining multi-factor authentication where available; all activities under Customer's account; ensuring employees use appropriate access credentials; and immediately notifying MarketSync of unauthorized access.

MarketSync may suspend accounts suspected of fraud; abuse; security threats; unauthorized access; excessive automated behavior; violations of law; or violations of this Agreement. Customer remains responsible for all actions taken through its account unless caused solely by MarketSync's gross negligence or willful misconduct.

7. Dealer Responsibilities

Customer acknowledges and agrees that Customer alone is responsible for every vehicle advertised through the Service. Customer represents and warrants that: Customer owns or has legal authority to advertise every vehicle; all pricing is accurate; all mileage disclosures are accurate; VIN information is accurate; vehicle descriptions are accurate; photographs may legally be used; Customer possesses all necessary copyrights and licenses; and Customer complies with all applicable advertising laws, OMVIC requirements where applicable, provincial, state, federal, and local consumer protection laws, financing disclosure laws, tax laws, privacy laws, anti-spam legislation, and Facebook Marketplace policies.

Customer assumes all legal responsibility for every listing created through the Service. MarketSync does not verify pricing, mileage, condition, ownership, title status, recalls, financing terms, taxes, rebates, incentives, warranty information, safety certifications, vehicle history, or legal compliance. Customer remains solely responsible for reviewing every listing prior to publication. No content generated, synchronized, suggested, or modified by MarketSync shall relieve Customer of its obligation to independently verify all information prior to publication.

8. Subscriptions, Billing, Payments, and Free Trials

8.1 Subscription Plans

MarketSync offers subscription plans that may vary by features, number of users, number of dealership locations, inventory limits, storage limits, communication limits, API usage, AI usage, and other factors. Current pricing is published on the MarketSync website unless otherwise agreed in writing. MarketSync reserves the right to introduce new subscription tiers, discontinue existing plans, or modify features available within any subscription.

8.2 Automatic Renewal

Unless cancelled before the end of the current billing period, every subscription automatically renews for an additional billing cycle. Customer authorizes MarketSync and its payment processor to automatically charge the payment method on file for all renewal charges, taxes, and applicable fees.

8.3 Payment Authorization

Customer authorizes MarketSync and its designated payment processors to charge recurring subscription fees; collect taxes where required; recover outstanding balances; charge approved overage fees; and process refunds where applicable. Failure of a payment processor shall not excuse Customer's payment obligations.

8.4 Free Trial

MarketSync may offer free trial periods. MarketSync reserves the right to modify the duration; terminate a trial; restrict trial features; require identity verification; and deny future trial eligibility. One free trial per dealership, organization, or individual unless otherwise approved.

8.5 Failed Payments

If payment fails, MarketSync may suspend access; disable publishing; disable AI features; disable integrations; suspend websites; suspend CRM access; suspend communications; and terminate the account after reasonable notice. Outstanding balances remain immediately due.

8.6 Taxes

Customer is responsible for all applicable GST, HST, PST, sales taxes, VAT, withholding taxes, and government fees, except taxes based solely upon MarketSync's income.

8.7 No Refunds

Unless required by applicable law: subscriptions are non-refundable; partial months are non-refundable; unused features are non-refundable; and cancellation does not create refund rights.

8.8 Price Changes

MarketSync may change pricing upon at least thirty (30) days' notice. Continued use constitutes acceptance of revised pricing.

9. Acceptable Use Policy

Customer agrees not to use the Service to: violate any law; violate Facebook policies; violate third-party terms; distribute malware; transmit viruses; upload malicious code; interfere with system security; access unauthorized accounts; bypass authentication; scrape MarketSync infrastructure; perform denial-of-service attacks; upload illegal material; infringe copyrights; infringe trademarks; impersonate another individual; harass users; spam customers; send unsolicited commercial messages; commit fraud; deceive consumers; publish false vehicle information; manipulate pricing; post fake inventory; artificially inflate listings; abuse AI systems; overload APIs; use bots against MarketSync; or circumvent subscription limits. Violation may result in immediate suspension without notice.

10. Artificial Intelligence Features

MarketSync may provide AI-powered features including but not limited to vehicle descriptions; marketing copy; advertisements; website content; blogs; email campaigns; SMS content; inventory summaries; pricing suggestions; trade estimates; customer communication; lead summaries; reports; analytics; and recommendations.

AI systems may generate inaccurate, outdated, incomplete, misleading, offensive, or incorrect information. Customer acknowledges that AI outputs are computer-generated suggestions only. Customer shall independently review, verify, edit, approve, and assume responsibility for all AI-generated content before publication or use. MarketSync makes no representation regarding factual accuracy; legal compliance; consumer protection compliance; advertising compliance; copyright; trademark issues; originality; or completeness. Customer assumes all risks arising from AI-generated outputs.

11. Facebook Marketplace and Third-Party Marketplaces

MarketSync is an independent software provider. MarketSync is not affiliated with, endorsed by, sponsored by, authorized by, certified by, or partnered with Meta Platforms, Inc., Facebook, Facebook Marketplace, or any other marketplace unless expressly stated.

Customer acknowledges that Marketplace rules may change at any time and that Facebook may suspend listings; remove listings; disable accounts; restrict accounts; block browser extensions; modify website functionality; detect automation; discontinue Marketplace; or discontinue browser compatibility. MarketSync has no control over these actions. Customer assumes all risks associated with third-party marketplaces.

MarketSync does not guarantee successful publication; listing visibility; lead generation; account standing; Marketplace compatibility; or future functionality. Customer is solely responsible for complying with every applicable Marketplace policy.

12. Third-Party Services

The Service may integrate with Stripe, Twilio, OpenAI, Anthropic, Meta, Facebook, Google, Microsoft, Dealer Management Systems, Inventory Providers, CRM systems, VIN databases, Mapping providers, Cloud hosting providers, Analytics providers, Email providers, SMS providers, and Domain registrars. These services are independently operated.

MarketSync is not responsible for outages; API changes; billing disputes; downtime; data loss; feature removals; discontinued services; authentication failures; or security incidents occurring within third-party systems. Customer agrees to comply with all applicable third-party terms.

13. Customer Data

Customer retains ownership of all inventory; photographs; customer information; CRM records; website content; pricing; documents; employee information; leads; communications; and uploaded files.

Customer grants MarketSync a worldwide, non-exclusive, royalty-free license during the Subscription to store; process; transmit; synchronize; display; reproduce; modify where technically necessary; back up; and analyze Customer Data solely for operating, maintaining, improving, securing, and providing the Service. No ownership rights transfer to MarketSync.

13.1 Data Accuracy

Customer warrants all submitted data is accurate. MarketSync has no obligation to verify Customer Data.

13.2 Backups

Although MarketSync may perform backups, Customer remains solely responsible for maintaining independent backups of all important information. MarketSync does not guarantee restoration of deleted or corrupted data.

14. Privacy

Collection and processing of personal information shall be governed by the MarketSync Privacy Policy. Customer represents that it has obtained all required legal consents to upload customer information into the Service. Where Customer uploads personal information belonging to consumers, employees, or third parties, Customer represents that such processing complies with applicable privacy legislation. Customer remains the data controller or equivalent legal role where applicable. MarketSync acts as a software provider processing information solely to provide the Service.

15. Intellectual Property

MarketSync owns and retains all right, title, and interest in and to software; source code; object code; algorithms; workflows; databases; APIs; dashboards; Chrome extensions; artificial intelligence systems; machine learning models; branding; logos; trademarks; service marks; copyrights; documentation; website designs; templates; graphics; reports; interfaces; inventions; trade secrets; and improvements.

No ownership rights transfer to Customer. Customer shall not acquire any intellectual property rights by using the Service. Suggestions, feature requests, ideas, or feedback voluntarily submitted to MarketSync may be used without restriction or compensation.

16. Website Builder Features

MarketSync may provide tools allowing Customer to create, modify, host, or manage dealership websites, landing pages, inventory pages, and other digital assets. Customer acknowledges that MarketSync provides website-building tools only; Customer is solely responsible for all website content; and Customer is responsible for ensuring website content complies with all applicable laws and that all disclosures, pricing information, promotions, incentives, financing information, and advertising claims are accurate.

MarketSync does not guarantee that websites created using the Service will rank in search engines; generate leads; increase sales; comply automatically with advertising laws; meet accessibility requirements; remain compatible with all browsers; or remain available indefinitely.

16.1 Website Content Responsibility

Customer is solely responsible for logos; trademarks; images; videos; vehicle information; employee information; pricing; promotions; financing disclosures; legal disclosures; privacy notices; and terms displayed on Customer websites. Customer represents that it has all necessary rights to use all uploaded content.

16.2 Website Hosting

Where MarketSync provides hosting, MarketSync may use third-party hosting providers and does not guarantee uninterrupted website availability. Website downtime caused by hosting providers; domain providers; DNS issues; internet outages; browser issues; security events; or maintenance shall not constitute a breach of this Agreement.

17. Customer Relationship Management (CRM) Features

MarketSync may provide CRM functionality including customer records; lead assignment; communication tracking; sales pipelines; reminders; tasks; reports; and automated workflows. Customer acknowledges that CRM tools are productivity tools only. MarketSync does not guarantee increased sales; faster response times; customer satisfaction; lead conversion; or revenue increases.

Customer remains responsible for following up with customers; maintaining accurate records; complying with privacy laws; obtaining required customer consent; and complying with dealership policies.

18. Email, SMS, Telephone, and Communication Features

MarketSync may provide communication tools including email automation; SMS messaging; appointment reminders; customer notifications; call tracking; and call recording where available. Customer is solely responsible for ensuring compliance with all communication laws, which may include Canada's Anti-Spam Legislation (CASL); the Telephone Consumer Protection Act (TCPA); CAN-SPAM; provincial privacy legislation; state privacy legislation; and consumer protection laws.

18.1 Consent Requirements

Customer must ensure it has obtained all legally required permissions before sending marketing emails; promotional messages; text messages; automated communications; or recorded calls. Customer must maintain records of consent where required.

18.2 Opt-Out Requirements

Customer is responsible for ensuring communications contain appropriate unsubscribe mechanisms; STOP instructions; opt-out handling; and preference management.

18.3 Call Recording

Where call recording functionality is provided, Customer is solely responsible for complying with all applicable recording laws. Recording laws vary by jurisdiction. MarketSync does not determine whether recording is legally permitted.

19. Vehicle Information, Valuations, and Automotive Data

MarketSync may provide features including VIN decoding; vehicle specifications; vehicle history information; pricing suggestions; market comparisons; trade estimates; inventory analytics; vehicle health scores; and turn-rate analysis. Customer acknowledges that these features may rely upon third-party databases; automated systems; artificial intelligence; incomplete information; and external data sources.

MarketSync does not guarantee accuracy; completeness; current market value; appraisal accuracy; consumer acceptance; or profitability. All valuations, recommendations, scores, and estimates are informational only. Customer remains solely responsible for vehicle pricing; appraisals; purchase decisions; sales decisions; disclosures; and compliance.

20. Inventory Listing Disclaimer

MarketSync may assist Customer in creating, formatting, distributing, or improving vehicle listings. MarketSync does not guarantee vehicle availability; customer interest; listing approval; lead generation; sales outcomes; or pricing competitiveness. Customer is solely responsible for reviewing all listings before publication and shall not rely solely on automated information.

21. Service Availability

MarketSync will make reasonable efforts to maintain availability of the Service. However, Customer acknowledges that the Service may experience interruptions; downtime; maintenance periods; bugs; errors; delays; security updates; and feature changes. MarketSync does not guarantee uninterrupted operation; error-free operation; permanent availability; or compatibility with all devices, browsers, or third-party platforms.

21.1 Maintenance

MarketSync may perform scheduled maintenance; emergency maintenance; infrastructure upgrades; and security improvements, and may restrict access temporarily during maintenance.

22. Beta Features and Experimental Features

MarketSync may provide access to beta features; experimental tools; preview features; and early access functionality. Beta features are provided "AS IS" without warranties or guarantees. MarketSync may modify, remove, discontinue, restrict, or replace beta features at any time. Customer uses beta features at its own risk.

23. Security

MarketSync implements reasonable administrative, technical, and organizational safeguards designed to protect Customer information. However, no electronic system is completely secure. Customer acknowledges that security risks exist, including unauthorized access; malware; phishing; credential theft; internet failures; third-party breaches; and employee misuse.

Customer is responsible for protecting account credentials; limiting user permissions; maintaining device security; maintaining secure passwords; and promptly reporting suspected security incidents. MarketSync is not responsible for security incidents caused by Customer negligence; compromised credentials; third-party services; Customer devices; Customer employees; or Customer misuse.

24. Confidentiality

Each party may receive confidential information belonging to the other party. Confidential information includes business information; pricing; software information; technical information; customer information; operational information; and non-public materials.

Each party agrees to protect confidential information; use confidential information only for purposes of this Agreement; and not disclose confidential information except where permitted. Confidential information does not include information that is publicly available; was already known; was independently developed; or was lawfully received from another source.

25. Warranties and Disclaimers

25.1 Service Provided "AS IS"

To the maximum extent permitted by applicable law, the Service is provided on an "as is" and "as available" basis. MarketSync disclaims all warranties, representations, and conditions, whether express, implied, statutory, or otherwise. This includes, without limitation, warranties of merchantability; fitness for a particular purpose; non-infringement; accuracy; reliability; availability; security; performance; results; and title.

25.2 No Guarantee of Business Results

Customer acknowledges that MarketSync is a software platform and does not guarantee increased sales; increased revenue; increased leads; improved conversion rates; faster sales cycles; inventory turnover improvements; advertising success; employee performance; customer engagement; or profitability. Business outcomes depend on numerous factors outside MarketSync's control.

25.3 No Professional Advice

MarketSync does not provide legal advice; accounting advice; tax advice; compliance advice; automotive regulatory advice; or financial advice. Any reports, recommendations, estimates, analytics, or suggestions provided through the Service are informational tools only. Customer is responsible for obtaining professional advice where required.

26. Limitation of Liability

To the maximum extent permitted by law, MarketSync and its owners, officers, employees, contractors, affiliates, partners, and service providers shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages; loss of profits; loss of revenue; loss of business; loss of goodwill; loss of customers; loss of data; loss of opportunities; business interruption; or reputational damage.

26.1 Third-Party Platform Liability

MarketSync shall not be liable for any damages resulting from Facebook account restrictions; Marketplace bans; removed listings; deleted accounts; API changes; browser updates; third-party outages; inventory provider failures; CRM provider failures; payment provider failures; or communication provider failures.

26.2 Maximum Liability Amount

To the maximum extent permitted by law, MarketSync's total aggregate liability arising out of or related to this Agreement shall not exceed the greater of: (a) the total amounts paid by Customer to MarketSync during the twelve (12) months immediately preceding the event giving rise to the claim; or (b) one hundred Canadian dollars (CAD $100).

26.3 Basis of Bargain

Customer acknowledges that subscription pricing reflects these limitations; that MarketSync would not provide the Service without these limitations; and that these limitations are an essential part of the agreement.

27. Indemnification

Customer agrees to defend, indemnify, and hold harmless MarketSync and its owners, officers, directors, employees, contractors, affiliates, and partners from any claims, damages, losses, liabilities, costs, and expenses, including reasonable legal fees, arising from:

• Customer Use — claims arising from Customer's use of the Service.
• Vehicle Listings — claims relating to inaccurate inventory; incorrect pricing; misleading advertisements; vehicle condition; vehicle history; financing claims; consumer complaints; or regulatory violations.
• Content Ownership — claims alleging copyright infringement; trademark infringement; or unauthorized photographs, videos, documents, or marketing materials.
• Communications — claims arising from email campaigns; SMS messages; phone calls; recordings; marketing communications; or lack of consent.
• Legal Compliance — claims arising from Customer's failure to comply with advertising laws; privacy laws; consumer protection laws; automotive regulations; marketplace policies; or applicable legislation.
• Third-Party Platforms — claims resulting from Customer's interaction with Facebook; Meta; Google; marketplaces; inventory providers; or third-party systems.

28. Suspension of Service

MarketSync may immediately suspend or restrict access to the Service if MarketSync reasonably believes Customer violated this Agreement; violated applicable law; created security risks; abused the Service; harmed MarketSync; harmed another customer; used unauthorized automation; or engaged in fraudulent activity.

28.1 Suspension Effects

During suspension, Customer may lose access; integrations may stop; listings may not publish; communications may pause; and websites may be restricted. Customer remains responsible for all unpaid charges.

29. Termination

29.1 Termination by Customer

Customer may terminate their account by cancelling their subscription; discontinuing use of the Service; or requesting account closure.

29.2 Termination by MarketSync

MarketSync may terminate this Agreement if Customer breaches these Terms; fails to pay fees; creates legal risk; misuses the Service; engages in fraudulent conduct; or continued service becomes commercially unreasonable.

29.3 Effect of Termination

Upon termination, Customer's license ends immediately; Customer must stop using the Service; MarketSync may disable access; and Customer remains responsible for unpaid amounts.

30. Data After Termination

Following termination, MarketSync may retain Customer Data for a reasonable period for legal compliance; backup purposes; dispute resolution; accounting purposes; and security purposes. Customer may request deletion of Customer Data subject to legal obligations; backup retention; fraud prevention requirements; and technical limitations. MarketSync is not responsible for exporting data after termination unless otherwise stated in the applicable subscription plan.

31. Force Majeure

MarketSync shall not be responsible for delays, interruptions, or failures caused by circumstances beyond reasonable control, including natural disasters; internet failures; power outages; cyberattacks; government actions; labor disputes; third-party failures; hosting failures; telecommunications failures; platform changes; API shutdowns; acts of war; and emergencies.

32. Governing Law

This Agreement shall be governed by and interpreted according to the laws of the Province of Ontario and the federal laws of Canada applicable therein. The parties agree that courts located in Ontario shall have exclusive jurisdiction over disputes arising from this Agreement, unless otherwise required by applicable law.

33. Dispute Resolution

Before commencing legal proceedings, the parties agree to attempt to resolve disputes through good-faith discussions. A party raising a dispute shall provide written notice describing the nature of the dispute; relevant facts; and requested resolution. Nothing prevents either party from seeking urgent legal remedies where necessary.

34. General Provisions

34.1 Entire Agreement

This Agreement, together with referenced policies, represents the complete agreement between Customer and MarketSync. It replaces all prior discussions, representations, and agreements relating to the Service.

34.2 Amendments

MarketSync may update this Agreement from time to time. Material changes may be communicated through email; dashboard notification; website notice; or other reasonable methods. Continued use after changes constitutes acceptance.

34.3 Assignment

Customer may not transfer this Agreement without written permission from MarketSync. MarketSync may assign this Agreement in connection with a merger; acquisition; sale of assets; or corporate restructuring.

34.4 Severability

If any provision is found unenforceable, the remaining provisions remain effective. The invalid provision shall be modified to achieve the closest lawful effect.

34.5 Waiver

Failure to enforce any provision does not waive future enforcement rights.

34.6 Survival

The following sections survive termination: Intellectual Property; Data Ownership; Confidentiality; Disclaimers; Limitation of Liability; Indemnification; Governing Law; and General Provisions.

34.7 Electronic Agreement

Customer agrees that electronic acceptance, account creation, subscription purchase, and continued use constitute valid acceptance of this Agreement. Electronic records shall be treated as original documents.

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