Welcome to Vendor Genie (“Vendor Genie,” “we,” “us,” or “our“), a vendor management platform for automotive dealerships operated by [LEGAL COMPANY NAME], a [STATE] [entity type, e.g., limited liability company] (“Company“), accessible at https://happycardealer.io/ and https://vendorgenie.app/ (collectively, the “Service“).

These Terms of Service (“Terms“) govern your access to and use of the Service. By creating an account, booking a demo that leads to an account, or otherwise using the Service, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a dealership or other business entity, you represent that you have authority to bind that entity, and “you” refers to that entity.

If you do not agree to these Terms, do not use the Service.

1. The Service

Vendor Genie helps automotive dealerships track vendor contracts, invoices, billing lifecycles, and performance metrics. Among other things, the Service:

• Allows you to add and manage vendor records, contract terms, billing cadences, and cancellation windows;
• Ingests vendor reports and invoices (including those forwarded or emailed to a Vendor Genie inbox) and uses automated tools, including artificial intelligence, to read, extract, and map data from those documents;
• Benchmarks vendor performance against category metrics (e.g., CPM, CPA, cost-per-VDP, CPS); and
• Provides notifications regarding invoices, billing changes, and cancellation windows.

AI-assisted processing. You acknowledge that data ingestion, extraction, and insights (including items labeled “AI Insight”) are generated by automated systems and may be incomplete or inaccurate. You are responsible for reviewing and verifying any AI-generated output before relying on it for billing, cancellation, or other business decisions.

2. Accounts

You must provide accurate and complete information when creating an account and keep it up to date. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. Notify us promptly at hello@vendorgenie.app of any unauthorized use.

3. Your Data and Vendor Data

“Customer Data” means the data you or your vendors submit to the Service, including vendor contracts, invoices, billing information, performance metrics, and emails/reports sent to a Vendor Genie-provided inbox.

• You represent that you have the right to submit Customer Data to the Service and to authorize us to process it, including any data related to your vendors.
• You retain ownership of your Customer Data. You grant us a license to host, copy, transmit, and process Customer Data solely to provide, maintain, and improve the Service.
• We may use de-identified or aggregated data (that does not identify you or any individual) for benchmarking, analytics, and improving the Service.

4. Subscription, Fees, and Payment

Use of the Service requires a paid subscription unless otherwise agreed. Fees, billing frequency, and payment terms will be set out in an order form, invoice, or your account dashboard. Except as required by law or otherwise stated, fees are non-refundable. We may change fees on renewal with advance notice.

5. Acceptable Use

You agree not to:

• Use the Service for any unlawful purpose or in violation of any third party’s rights;
• Upload data you do not have the right to share (including another party’s confidential or personal information without authorization);
• Attempt to reverse engineer, decompile, or gain unauthorized access to the Service or its underlying systems;
• Use the Service to build a competing product; or
• Interfere with or disrupt the integrity or performance of the Service.

6. Third-Party Services and Vendors

The Service may reference, display data from, or integrate with third-party vendors, advertising platforms, or data providers (e.g., Autotrader, Cars.com, Google Ads, RunMyLease). We are not responsible for the accuracy of third-party data, the acts or omissions of those vendors, or your contractual relationships with them. Vendor Genie is a management and reporting tool; it does not act as your agent in negotiating, disputing, or paying vendor invoices unless separately agreed in writing.

7. Intellectual Property

The Service, including its software, design, and underlying technology, is owned by Company and its licensors and is protected by intellectual property laws. Except for the limited rights expressly granted to you, no other rights are granted.

8. Confidentiality

Each party agrees to protect the other’s confidential information with reasonable care and to use it only as necessary to perform under these Terms.

9. Disclaimers

THE SERVICE, INCLUDING ANY AI-GENERATED INSIGHTS, BENCHMARKS, OR RECOMMENDATIONS, IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY. WE DO NOT WARRANT THAT DATA INGESTION OR AI ANALYSIS WILL BE ERROR-FREE OR THAT THE SERVICE WILL BE UNINTERRUPTED OR SECURE.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR VENDOR OVERSPEND, ARISING FROM YOUR USE OF THE SERVICE. COMPANY’S TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF THESE TERMS WILL NOT EXCEED THE AMOUNT YOU PAID TO COMPANY IN THE [12] MONTHS PRECEDING THE CLAIM.

11. Indemnification

You agree to indemnify and hold Company harmless from claims arising out of your breach of these Terms, your Customer Data, or your violation of applicable law or third-party rights.

12. Term and Termination

These Terms remain in effect while you use the Service. We may suspend or terminate your access for breach of these Terms or non-payment. You may cancel your subscription at any time in accordance with your order terms. Upon termination, your right to access the Service ends, though certain provisions (e.g., payment obligations, confidentiality, disclaimers, limitation of liability) survive.

13. Changes to the Service or Terms

We may modify the Service or these Terms from time to time. We will provide notice of material changes (e.g., by email or in-app notice). Continued use of the Service after changes take effect constitutes acceptance.

14. Governing Law and Disputes

These Terms are governed by the laws of the State of [STATE], without regard to conflict-of-law principles. Any disputes will be resolved in the state or federal courts located in [COUNTY/STATE], and you consent to personal jurisdiction there. [Optional: insert arbitration clause if desired.]

15. Miscellaneous

These Terms constitute the entire agreement between you and Company regarding the Service and supersede prior agreements on this subject. If any provision is found unenforceable, the remaining provisions remain in effect. You may not assign these Terms without our consent. Our failure to enforce a provision is not a waiver.

16. Contact Us

Questions about these Terms can be sent to:

Email: hello@vendorgenie.app