Effective Date: 01/01/2006
Last Updated: 07/28/2025
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Section 1 – Overview and Definitions
1.1 Overview
These Terms and Conditions of Use (“Agreement” or “Terms”) govern access to and use of the Autofunds platform, a software-as-a-service solution developed and operated by Integex Solutions Inc., a New York corporation doing business as “Autofunds” (“Autofunds”, “we”, “us”, or “our”). This Agreement is a binding contract between you (“User”, “you”, or “your”) and Autofunds.
By accessing or using the Autofunds website at, any Autofunds-branded software, API, web or mobile application, data exchange, or other platform feature (collectively, the “Service” or “Platform”), you agree to be legally bound by this Agreement. If you do not accept these Terms, do not access or use the Service.
1.2 Definitions
For purposes of this Agreement, the following terms shall have the meanings below:
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“Account”
The user profile created and maintained by or for you to access and use the Service.
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“Affiliate”
Any entity controlled by, controlling, or under common control with Autofunds.
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“Authorized User”
Any individual or employee that you have authorized to access the Service under your Account, and for whom you are fully responsible.
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“Confidential Information”
Non-public business, financial, or technical information disclosed by either party that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information.
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“Dealer”
An automobile dealership, licensed in the United States or its territories, that subscribes to the Service and has entered into a dealer access agreement with Autofunds.
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“Financing Source”
A financial institution, lender, or capital provider authorized by Autofunds to receive and process credit applications submitted via the Service.
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“Service”
The software applications, APIs, websites, tools, integrations, analytics, data access layers, content, documentation, and support services made available to you by Autofunds, including any upgrades or modifications thereto.
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“User Content”
Any text, data, files, records, applications, communications, or other materials uploaded, posted, transmitted, or submitted to the Service by you or your Authorized Users.
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“Third-Party Service”
Any website, platform, software, integration, application, or vendor system that is not owned or controlled by Autofunds, but that is made available or connected to the Service at your direction.
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Section 2 – Eligibility, Acceptance, and Account Creation
2.1 Eligibility
You may use the Service only if:
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You are at least eighteen (18) years of age (or the age of majority in your jurisdiction);
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You are a duly authorized representative of a licensed automobile dealership, lender, vendor, or business user in the United States;
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You are not a person barred from receiving or using services under applicable U.S. laws, including export restrictions;
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You are capable of entering into legally binding contracts under applicable law.
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If you are entering into this Agreement on behalf of an entity, you represent and warrant that you have the legal authority to bind such entity to these Terms. If you do not meet all of these criteria, you may not access or use the Service.
2.2 Acceptance of Terms
By clicking “I Agree,” creating an Account, submitting information, or otherwise using the Service, you expressly acknowledge and agree to be legally bound by:
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These Terms;
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The Autofunds Privacy Policy;
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Any additional terms presented to you when activating specific features or third-party integrations.
You agree to review this Agreement periodically and understand that your continued use of the Service after any posted update constitutes acceptance of the updated Terms.
2.3 Account Creation and Registration
(a) Registration Obligations
To access certain features of the Service, you must register for an Account. You agree to:
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Provide true, complete, and up-to-date information;
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Maintain and promptly update your Account data;
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Not impersonate another person or misrepresent your affiliation with any business.
(b) Security
You are responsible for maintaining the confidentiality of your login credentials and are fully responsible for all activities that occur under your Account. You must notify Autofunds immediately if you suspect unauthorized use of your Account.
(c) Authorized Users
If you are a Dealer, you may assign credentials to a limited number of Authorized Users within your organization. You are responsible for ensuring that your Authorized Users comply with this Agreement and all applicable laws.
(d) Login Credentials Non-Transferable
Each login credential is issued to a specific individual. Sharing or reassigning credentials across individuals is strictly prohibited and may result in immediate suspension or termination.
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Section 3 – Scope of Service and Use Limitations
3.1 Description of Services
Autofunds provides a software-as-a-service (SaaS) platform that enables automobile dealerships, lenders, vendors, and affiliated businesses to manage operational, sales, financing, and customer data through a centralized web-based portal. The Service includes but is not limited to:
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Dealership management tools;
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Credit application submission workflows;
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Inventory and vehicle valuation tools;
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Integrations with financing sources and credit bureaus;
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Document management and electronic signature functionality;
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Analytics, reporting, and sales tracking tools;
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Access to third-party marketplaces or listing platforms, where applicable.
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Autofunds reserves the right to modify, enhance, or remove features at its discretion.
3.2 Permitted Use
You are granted a non-exclusive, non-transferable, revocable license to access and use the Service solely:
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For your internal business operations;
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In accordance with all applicable federal, state, and local laws and regulations;
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As a duly licensed automobile dealer, lender, or service provider operating in the United States or its territories.
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Use of the Service for personal, consumer, or non-business purposes is prohibited.
3.3 Prohibited Uses
You agree not to:
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Access or attempt to access any system or data not intended for your use;
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Interfere with or disrupt the Service or its security;
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Use any device, software, script, or process to “scrape,” “crawl,” or extract data from the Service without written authorization;
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Reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from the Platform;
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Circumvent user authentication or data access controls;
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Use the Service in any manner that violates the Fair Credit Reporting Act, the Gramm-Leach-Bliley Act, or other applicable regulations;
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Resell, lease, or sublicense the Service or access thereto to any third party;
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Show or display system screens, pricing tools, or internal data to consumers or any third party not authorized under this Agreement.
3.4 Geographic Limitations
The Service is intended for use by businesses whose principal operations are located within the United States and its territories. Autofunds makes no representations that the Service is appropriate or available for use outside of these regions. Accessing the Service from jurisdictions where the Service is illegal is strictly prohibited.
3.5 Compliance Obligations
You agree that your use of the Service and any third-party data or integrations will comply with:
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All applicable U.S. federal and state privacy, lending, and data security laws;
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All disclosures, notices, and consent requirements relating to credit applications, consumer reports, and financing terms;
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All recordkeeping and dealer licensing regulations in your jurisdiction.
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Section 4 – Third-Party Services and Integrations
4.1 Optional Integrations
Autofunds may offer integrations or technical connections to third-party services, including but not limited to:
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Credit bureaus and consumer reporting agencies
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Document templates and printing services
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Loan origination systems and lender portals
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Inventory syndication tools
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CRM and DMS platforms
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Marketplaces such as OfferUp, CarGurus, and others
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E-signature tools, and verification platforms
Use of any third-party service is at your discretion and risk, and is subject to that provider’s separate terms and privacy policies. Autofunds does not control, endorse, or assume responsibility for the accuracy, security, or practices of any third-party service.
4.2 Data Exchange and Authorization
By enabling or activating any third-party integration, you:
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Authorize Autofunds to share, transmit, and receive data with the third-party service on your behalf;
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Represent that you have all required rights and consents to provide such data;
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Acknowledge that Autofunds is not responsible for any data loss, unauthorized access, delay, or corruption arising from or attributable to the third-party integration.
You remain solely responsible for reviewing all outputs, transmissions, and decisions made using third-party data or tools.
4.3 Autofunds' Rights Regarding Integrations
Autofunds retains sole and exclusive discretion to:
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Approve or deny any request for third-party integration;
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Enter into exclusive arrangements with selected third-party providers;
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Modify, suspend, or terminate any integration, API connection, or data flow without prior notice;
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Impose usage limits, throttle connections, or restrict API access at any time.
Nothing in this Agreement shall be construed to obligate Autofunds to integrate with any third party, nor to maintain any existing integration.
4.4 Marketplace-Specific Terms
If you subscribe to a third-party marketplace integration through Autofunds (e.g., OfferUp Motors Verified Dealer Program), you agree to comply with:
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That platform’s specific advertising, listing, and conduct terms;
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Any rules governing lead attribution, billing, or dispute resolution between you and the marketplace provider;
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The contractual terms between Autofunds and the third-party reseller or vendor, as applicable.
Your violation of a third-party marketplace’s terms may result in your suspension or removal from the Service, in addition to your account with that marketplace.
4.5 API and Webhook Access
If granted access to Autofunds APIs or webhooks, you:
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Must use them only as documented and authorized in writing;
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Must not overload, abuse, or circumvent API limits or authentication;
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Must implement appropriate security protocols for transmission and storage of any retrieved data.
Autofunds may monitor your API usage and revoke access at any time if misuse, performance degradation, or security risk is detected.
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Section 5 – Intellectual Property and Feedback
5.1 Ownership of Intellectual Property
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Service and Technology
All rights, title, and interest in and to the Service, including the website, software code, algorithms, analytics, UI/UX design, platform architecture, APIs, documentation, branding, and all derivative works thereof, are and shall remain the sole and exclusive property of Autofunds or its licensors.
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Copyrights and Trademarks
The content, layout, logos, graphics, product names, and visual elements of the Platform are protected under U.S. and international intellectual property laws. You may not use, reproduce, republish, or distribute any Autofunds content or branding without prior written authorization.
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Reservation of Rights
No rights or licenses are granted to you under this Agreement other than the limited access rights explicitly stated herein. All rights not expressly granted are reserved.
5.2 Limited License
Subject to compliance with this Agreement, Autofunds grants you a non-exclusive, non-transferable, revocable license to:
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Access and use the Service solely for your internal business purposes;
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View and use content and tools made available through your Account;
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Download or print system-generated forms (e.g., credit applications, disclosures, etc.) for use with consumers or lenders, where permitted.
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You may not:
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Modify, reverse-engineer, decompile, or create derivative works of the Service;
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Remove copyright, trademark, or other proprietary notices from any Autofunds content;
Use the Service in a manner that infringes, misappropriates, or violates any rights of Autofunds or a third party.
5.3 User Content and Data Rights
You retain ownership of all data and content that you or your Authorized Users input or upload to the Service, including customer records, vehicle inventory, communications, and dealer-entered notes (“User Content”). You grant Autofunds a limited, non-exclusive license to use, host, store, display, and analyze User Content as necessary to:
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Provide, improve, and secure the Service;
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Facilitate integrations and fulfill contractual obligations with lenders, partners, or vendors;
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Comply with legal obligations and platform performance monitoring.
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Autofunds does not claim ownership of your dealership data.
5.4 Feedback and Suggestions
You may submit questions, comments, ideas, suggestions, or feedback about the Service (“Feedback”). You acknowledge and agree that:
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Feedback shall be deemed non-confidential and non-proprietary;
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Autofunds shall be free to use such Feedback without restriction, attribution, or compensation;
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You hereby assign and agree to assign to Autofunds all rights, title, and interest in and to such Feedback, including any intellectual property therein.
You waive all moral rights in Feedback to the maximum extent permitted by law.
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Section 6 – Fees, Billing, and Payment Terms
6.1 Fees and Subscription Pricing
Your access to the Service is subject to the payment of all applicable subscription, usage, onboarding, or integration fees as disclosed at the time of sign-up, or as outlined in a separate dealer agreement, proposal, or pricing schedule (“Fees”). Autofunds may offer monthly, annual, or tiered plans.
Unless otherwise agreed in writing:
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All Fees are quoted and payable in U.S. dollars;
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All Fees are non-refundable, including in the event of early cancellation or partial use;
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Taxes, if applicable, are your responsibility and will be added to invoices.
6.2 Billing and Payment Terms
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Recurring Billing. You authorize Autofunds to charge the payment method on file on a recurring basis in accordance with your selected plan. If you do not cancel your plan before the end of a billing cycle, your subscription will automatically renew.
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Payment Methods. Accepted payment methods may include ACH, debit card, credit card, or check, as specified by Autofunds. You agree to keep your payment details accurate and up to date.
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Invoice Terms. If invoiced, payment is due within 10 calendar days of the invoice date unless otherwise stated. Late payments may incur a late fee of 1.5% per month or the maximum rate permitted by law, whichever is lower.
6.3 Fee Changes and Pricing Adjustments
Autofunds reserves the right to modify pricing, billing structures, or introduce new charges with at least 30 days’ notice. Continued use of the Service after such notice constitutes acceptance of the new rates.
6.4 Suspension for Nonpayment
Failure to pay Fees when due may result in:
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Suspension or termination of your access to the Service without further notice;
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Withholding of data exports, user access, or integrations;
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Referral to a collections agency and/or reporting to credit bureaus (see 6.5 below).
6.5 Chargebacks, ACH Reversals, and Payment Disputes
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Material Breach.
You acknowledge that initiating a credit card chargeback, ACH reversal, or any form of payment dispute for Fees lawfully billed by Autofunds constitutes a material breach of this Agreement.
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Immediate Termination.
Autofunds may, without notice, immediately suspend or terminate your account upon discovery of a chargeback or payment reversal.
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Reinstatement Conditions.
If your account is terminated due to a chargeback or reversal, reinstatement shall require:
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Full repayment of all disputed and outstanding balances, including chargeback handling fees;
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Advance prepayment of six (6) months’ subscription fees, payable only by certified or cashier’s check to Integex Solutions Inc.;
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Clearance of such payment by Autofunds’ banking institution.
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Collections and Legal Action.
Unresolved chargebacks or delinquent balances may be:
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Escalated to a collections agency;
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Pursued via legal action, including recovery of attorneys’ fees, costs, and interest.
Autofunds reserves the right to report your business or its principals to appropriate credit and fraud tracking databases, where permitted by law.
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Repeat Offenders. Any User or entity involved in more than one payment dispute may be permanently barred from accessing the Service without further liability or obligation.
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Section 7 – Term, Termination, and Account Deactivation
7.1 Term of Agreement
This Agreement remains in full force and effect:
- For the duration of your active subscription or account;
- Until terminated by either party in accordance with this Section.
- Certain provisions (e.g., indemnity, intellectual property, dispute resolution) shall survive termination, as specified in Section 17.
7.2 Termination by User
You may terminate your subscription and discontinue use of the Service at any time by:
- Providing written notice to support@autofunds.com from an authorized user, and
- Settling all outstanding balances on your account.
If you are under a fixed-term or annual plan, early termination does not relieve you of your payment obligations for the remaining term unless otherwise stated in your dealer agreement.
7.3 Billing Continuity and Formal Cancellation
You expressly acknowledge and agree that billing obligations and subscription fees remain in full force and effect regardless of your actual use or activity on the Service. Your subscription to the Service is maintained on a contractual basis until formally terminated in accordance with Section 7.2 (Termination by User).
INACTIVITY OR NON-USE OF THE SERVICE DOES NOT, UNDER ANY CIRCUMSTANCE, CONSTITUTE CANCELLATION OF YOUR ACCOUNT OR RELIEVE YOU OF YOUR PAYMENT OBLIGATIONS. You understand and agree that:
- Autofunds has no obligation to monitor, track, or assume your intent to terminate based on your usage patterns or lack thereof.
- All applicable Fees shall continue to accrue and be processed in accordance with your active subscription plan until such time as a valid, written cancellation request is properly submitted and confirmed by Autofunds.
- NO REFUNDS, CREDITS, OR PRO-RATA ADJUSTMENTS shall be provided for any period of non-use, service inactivity, or subjective failure to terminate prior to the effective date of formal cancellation.
This provision is intended to ensure contractual clarity and enforceable billing continuity and shall supersede any assumption, expectation, or subjective belief by the User regarding termination through non-use.
7.4 Termination by Autofunds
Autofunds may suspend or terminate your access to the Service at any time, with or without notice, if:
- You violate any provision of this Agreement;
- You engage in fraudulent or unlawful activity;
- You fail to pay Fees when due or initiate a chargeback or payment reversal;
- You misuse third-party integrations or violate data access policies;
- Required by law, court order, or governmental directive.
Termination may result in deactivation of your login credentials and access privileges without liability to Autofunds.
7.5 Suspension and Reinstatement
Autofunds reserves the right to suspend your access to any or all parts of the Service in lieu of termination to investigate suspected violations, security concerns, or payment issues. Suspension may remain in place until:
- A resolution is achieved;
- You have complied with reinstatement requirements (e.g., payment, documentation);
- Autofunds elects to proceed with termination.
- Reinstatement following suspension is subject to Autofunds’ sole discretion.
7.6 Effect of Termination
Upon termination:
- Your access to the Service will cease immediately;
- Autofunds may delete or disable access to any data or content associated with your account;
- Any remaining balance becomes immediately due and payable, including prorated fees, reinstatement charges, or recovery costs if applicable.
Autofunds shall have no obligation to provide data exports, backups, or reactivation after termination.
7.7 Termination of Inactive Accounts
Autofunds may, at its sole discretion and without notice, terminate or archive accounts that have been inactive for a continuous period of 90 days or more, provided no payment is due and no contractual obligations remain.
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Section 8 – Confidentiality and Data Privacy
8.1 Confidential Information
- Definition. “Confidential Information” means any non-public, proprietary, or sensitive information disclosed by Autofunds—whether orally, visually, electronically, or in writing—including business methods, product roadmaps, pricing, platform features, software code, documentation, designs, trade secrets, processes, algorithms, integration details, and customer or partner information.
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Obligations. You agree to:
- Keep all Confidential Information strictly confidential;
- Not use it for any purpose other than to access and use the Service as intended;
- Not disclose it to any third party without prior written consent from Autofunds.
These obligations survive termination of this Agreement.
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Exclusions. Confidential Information does not include information that:
- Becomes public through no breach by you;
- Was known to you before disclosure by Autofunds;
- Was independently developed by you without reference to the Confidential Information.
8.2 Your Data Obligations
As a user of the Service, you may upload, store, or transmit consumer data, including personal identifiable information (PII), credit application details, and financial records. You agree to:
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Use such data only for permissible business purposes (e.g., financing, vehicle sales);
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Not access or use data belonging to another dealer, lender, or third party unless authorized;
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Obtain and document all legally required consents and disclosures from consumers before collecting or submitting personal or credit-related information through the Platform;
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Implement commercially reasonable safeguards to protect data in your possession or control from unauthorized access or misuse.
8.3 Privacy Compliance
You are solely responsible for ensuring that your use of the Service and handling of consumer data complies with all applicable privacy and financial regulations, including but not limited to:
- The California Consumer Privacy Act (CCPA) and any successor laws (e.g., CPRA);
- The Gramm-Leach-Bliley Act (GLBA);
- The Fair Credit Reporting Act (FCRA), including all requirements related to consumer consent, disclosure, and retention;
- Applicable state dealership privacy, data breach, and consumer protection statutes.
- To the extent Autofunds processes personal information on your behalf and as a 'Service Provider' or 'Processor' under applicable data protection laws (including but not limited to CCPA/CPRA, GLBA, and other state privacy laws), the terms outlined in this Section 8 and Autofunds' Privacy Policy (as referenced in Section 8.4) shall collectively serve as our Data Processing Addendum and constitute the parties' instructions for such processing.
- You acknowledge that Autofunds shall process such data only as necessary to provide, maintain, and improve the Service, or as otherwise expressly permitted by this Agreement or applicable law. You shall ensure that your instructions to Autofunds for the processing of personal information comply with all applicable laws, and that you have all necessary rights, consents, and authorizations for such processing.
- You agree that misuse of consumer credit data, failure to obtain proper authorization, or misuse of confidential information constitutes a material breach of this Agreement and may result in immediate termination.
8.4 Privacy Policy Incorporation
Your use of the Service is also governed by the Autofunds Privacy Policy, which is incorporated into this Agreement by reference. The Privacy Policy outlines:
- What data Autofunds collects and how it is used;
- The legal basis for data processing;
- Your rights and options under privacy law;
- Our security practices and third-party data processors.
The current Privacy Policy is available at www.autofunds.com/privacy-policy
Autofunds reserves the right to amend the Privacy Policy in accordance with applicable law.
8.5 Data Retention and Deletion
Autofunds may retain or archive User Content and consumer data for legal compliance, audit, backup, or business purposes, subject to applicable data protection laws. You may request data deletion post-termination, provided no legal or contractual retention requirements apply.
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Section 9 – Third-Party Content and External Links
9.1 Third-Party Data and Content Disclaimer
The Service may provide access to or include content, features, or data originating from third parties, including but not limited to:
- Credit bureaus and financial institutions;
- Vehicle valuation sources (e.g., JD Power, KBB, Black Book);
- Lender or vendor integrations;
- Advertising platforms and marketplace feeds (e.g., OfferUp, CarGurus);
- Third-party software or APIs.
Autofunds does not verify, control, or guarantee the accuracy, reliability, or completeness of third-party content. All such content is provided “as is”, and Autofunds disclaims any responsibility for errors, omissions, or decisions made based on it.
9.2 No Endorsement
The inclusion of third-party logos, links, integrations, or content on the Platform does not imply endorsement, sponsorship, partnership, or affiliation unless explicitly stated in writing. Autofunds is not a party to any contractual relationship between you and any third-party provider accessed through the Service.
9.3 External Links and Websites
The Platform may contain links to websites or services operated by parties other than Autofunds. You acknowledge and agree that:
- Autofunds has no control over such websites or services;
- Autofunds is not responsible for the content, terms, or privacy practices of any third-party site;
- You are solely responsible for reviewing and complying with the third-party’s terms of use and privacy policies.
- Your use of any linked or integrated service is at your own risk.
9.4 Third-Party License Terms
If you utilize services that are governed by third-party license terms (e.g., advertising rules, API usage limits, or CRM contract terms), those terms are binding on you independently of this Agreement. Autofunds may be contractually obligated to suspend or restrict your access to certain integrations if you are in breach of a third-party’s applicable terms.
9.5 Credit Bureau Compliance
If you obtain consumer credit reports or soft pull data through the Service (via integrated bureaus or third-party sources), you agree that:
- You are a legally authorized user under FCRA guidelines;
- You will not access such data without proper consumer consent and authorization;
- You will securely store and handle all such data in compliance with FCRA, GLBA, and applicable state laws;
- You will execute and maintain on file any separate agreements required by the credit bureau or Autofunds.
Autofunds may revoke access to credit data at any time if you are found to be in violation of applicable consumer data laws or the bureau’s credentialing requirements.
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Section 10 – Warranties, Disclaimers, and Limitations of Liability
10.1 No Warranties
THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AUTOFUNDS EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:
- IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE;
- WARRANTIES THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS;
- WARRANTIES REGARDING THE RESULTS OR OUTCOMES OBTAINED THROUGH USE OF THE SERVICE.
AUTOFUNDS DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION PROVIDED THROUGH THE SERVICE, INCLUDING THIRD-PARTY DATA, LEGAL DOCUMENTS, VEHICLE VALUATIONS, CREDIT INFORMATION, OR MARKETPLACE INTEGRATIONS.
10.2 Legal Forms and Generated Documents
Autofunds may provide access to legal documents such as purchase orders, bills of sale, retail installment contracts, buyer’s guides, and related forms.
You understand and agree that:
- Autofunds merely automatically populates fields based on user entered values and does not review, modify, or validate the content for accuracy, completeness, or legal sufficiency;
- Autofunds makes no representations or warranties as to whether these forms comply with applicable federal, state, or local laws, or whether they are sufficient for use in your jurisdiction;
- You are solely responsible for reviewing, vetting, and ensuring the legality and accuracy of any forms generated or used through the Service;
- You should engage competent legal counsel to review all transactional documentation to ensure compliance and enforceability.
- Use of any such forms or templates is at your sole risk, and Autofunds disclaims any liability for loss, claims, or disputes arising out of or related to their use.
10.3 White-Labeled Legal Templates
Autofunds may provide sample or white-labeled legal templates—including but not limited to privacy policies, website terms, or other compliance-related notices—for the convenience of dealers. These templates are offered as general informational resources only and do not constitute legal advice, nor are they tailored to any specific jurisdiction, business model, or regulatory requirement.
You understand and agree that:
- Autofunds makes no warranties or representations as to the accuracy, sufficiency, enforceability, or legal compliance of any such templates;
- You are solely responsible for reviewing, modifying, and validating the content of these documents with the assistance of qualified legal counsel before using them in connection with your dealership;
- Autofunds disclaims all liability for claims, losses, or penalties arising from your use of any such templates.
10.4 No Regulatory or Legal Advice
You acknowledge that:
- Autofunds is not a law firm, CPA, lender, or regulatory body;
- The Service does not constitute legal, financial, compliance, or tax advice;
- You are solely responsible for ensuring your business operations, consumer communications, documentation, and compliance practices meet all applicable laws and regulations.
Autofunds makes no representation or warranty that your use of the Service will satisfy any dealership licensing requirement, advertising guideline, lender agreement, or federal/state regulation.
10.5 Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, AUTOFUNDS AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS SHALL NOT BE LIABLE FOR:
- ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF DATA, OR BUSINESS INTERRUPTION;
- ANY DAMAGES ARISING OUT OF OR RELATING TO YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;
- ANY THIRD-PARTY ACTIONS, INCLUDING FRAUD, DATA LOSS, SYSTEM FAILURE, OR SECURITY BREACHES;
- ANY DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND AUTOFUNDS’ REASONABLE CONTROL (see Force Majeure, Section 16).
10.6 Cap on Liability
IN NO EVENT SHALL THE TOTAL LIABILITY OF AUTOFUNDS ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED:
- THE AMOUNT PAID BY YOU TO AUTOFUNDS DURING THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM; OR
- $1,000, WHICHEVER IS GREATER.
The foregoing limitations apply regardless of the legal theory under which damages are sought (e.g., contract, tort, negligence, strict liability).
10.7 Time Limit to Bring Claims
Any claim, action, or proceeding against Autofunds arising out of or related to this Agreement must be filed within one (1) year of the occurrence giving rise to the claim. Otherwise, such claim shall be permanently barred.
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Section 11 – Indemnification
11.1 Indemnification by You
To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless Autofunds, its parent company Integex Solutions Inc., affiliates, officers, directors, employees, agents, contractors, licensors, successors, and assigns (collectively, “Indemnitees”) from and against any and all claims, liabilities, damages, losses, fines, penalties, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to:
- Your access to, use of, or inability to use the Service;
- Your violation of any term of this Agreement or applicable law;
- Your misuse of consumer data, credit reports, or third-party integrations;
- Your dealings or communications with any customer, vendor, lender, or marketplace participant;
- Any product, service, warranty, or representation offered or provided by you through or in connection with the Service;
- Your breach of any third-party license, data use restriction, or agreement incorporated into the Service.
11.2 Indemnification Procedure
Autofunds agrees to promptly notify you of any claim subject to indemnification, provided that failure to do so shall not relieve you of your obligations unless you are materially prejudiced. You shall:
- Assume the defense of the claim using counsel reasonably acceptable to Autofunds;
- Not settle any claim without the prior written consent of Autofunds, which shall not be unreasonably withheld;
- Allow Autofunds, at its discretion and expense, to participate in the defense or settlement of the claim.
11.3 Infringement Claims
If your use of the Service is, or in Autofunds’ reasonable opinion is likely to be, enjoined due to a third-party intellectual property claim, Autofunds may at its sole option and expense:
- Procure for you the right to continue using the Service;
- Modify the Service to render it non-infringing;
- Replace the Service with a functionally equivalent alternative; or
- If none of the foregoing is commercially feasible, terminate your access and provide a prorated refund of any prepaid Fees for the remainder of the term.
The indemnification obligations in this Section shall survive termination of the Agreement.
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Section 12 – Dispute Resolution, Governing Law, and Arbitration
12.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles. The Service is operated by Autofunds, a DBA of Integex Solutions Inc., headquartered in Suffolk County, NY, and all legal and regulatory references herein shall be interpreted in light of U.S. federal and New York State law.
12.2 Binding Arbitration
- Agreement to Arbitrate. You and Autofunds agree that any and all disputes, claims, or controversies arising out of or relating to this Agreement, your use of the Service, or the relationship between you and Autofunds shall be resolved exclusively by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules.
- Scope. This arbitration clause applies to all legal claims, including but not limited to contract, tort, statutory, or equitable claims, regardless of legal theory, and survives the termination of this Agreement.
- Location and Venue. The arbitration shall be conducted in Suffolk County, New York, or remotely via video conference, at the sole discretion of Autofunds.
- Final and Binding. The arbitrator’s decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
12.3 Exceptions to Arbitration
The following actions are not subject to arbitration and may be pursued in court:
- Claims seeking only equitable or injunctive relief (e.g., to prevent unauthorized access or data misuse);
- Enforcement of intellectual property rights or trade secrets;
- Claims for non-payment, chargeback enforcement, or recovery of unpaid Fees, which may be pursued in state or federal courts located in Suffolk County, New York.
You and Autofunds agree to submit to the personal and exclusive jurisdiction of such courts for those matters.
12.4 Class Action Waiver
- YOU AGREE THAT ALL CLAIMS MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION.
- YOU WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE ACTION OF ANY KIND.
12.5 Jury Trial Waiver
To the extent permitted by law, you and Autofunds waive any right to a trial by jury in any dispute or proceeding related to this Agreement or the Service.
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Section 13 – Dealer Responsibilities and Compliance Representations
13.1 Licensing and Legal Authorization
You represent and warrant that:
- You are a duly licensed automobile dealer or authorized entity legally permitted to sell, lease, finance, or advertise vehicles in your applicable state or jurisdiction;
- All business activities conducted through the Service are lawful, appropriately credentialed, and not restricted by any governmental or regulatory order, injunction, or legal disability;
- You will maintain all required licenses, permits, and insurance throughout your use of the Service.
You must notify Autofunds immediately of any license suspension, revocation, or disciplinary action by a governmental authority that may impact your eligibility to use the Service.
13.2 Compliance with Laws
- You agree to use the Service in full compliance with all applicable local, state, and federal laws, including but not limited to:
- FTC regulations and Truth in Advertising standards;
- Fair Credit Reporting Act (FCRA) and Equal Credit Opportunity Act (ECOA);
- GLBA, state data privacy laws, and federal Do Not Call (DNC) regulations;
- Motor vehicle advertising and disclosure laws applicable in your jurisdiction.
- You are solely responsible for reviewing and complying with regulations that govern:
- Vehicle pricing disclosures;
- Down payment representations;
- Financing terms and qualifications;
- Lease advertisements;
- Credit application processing.
13.3 Advertising Accuracy
You agree that all content posted or shared through the Service, including inventory, vehicle details, offers, pricing, and financing terms, shall be:
- Accurate and not misleading;
- Up-to-date and promptly removed or revised if inaccurate;
- Compliant with federal and state guidelines, including any disclosures required by the FTC, state Attorneys General, or local motor vehicle boards.
You must not:
- Falsify or misrepresent vehicle condition, pricing, or availability;
- Use bait-and-switch tactics or deceptive lead forms;
- Manipulate data feeds or external integrations in a way that misleads consumers or third-party partners.
13.4 Consumer Notices and Disclosures
It is your sole responsibility to:
- Provide any required privacy notices, credit disclosures, and consent forms to consumers before collecting PII or processing applications through the Service;
- Clearly disclose to consumers how their information will be used, stored, and shared with lenders or vendors;
- Retain all required documentation and records for compliance and audit purposes, in accordance with federal and state law.
Autofunds does not assume responsibility for the adequacy, timing, or content of disclosures made between dealers and consumers.
13.5 Use of Integrated Marketing Tools
If you use Autofunds' integrations with marketplaces, email/SMS tools, or digital ad platforms, you represent and warrant that:
- You have all required permissions to contact consumers via phone, text, or email;
- You will honor opt-out requests promptly and accurately;
- You will not send unsolicited messages or engage in unlawful telemarketing practices.
You agree to indemnify Autofunds against any violations, fines, or claims arising from your misuse of marketing or messaging tools.
13.6 – Legal Document Compliance and Dealer Liability
You acknowledge and agree that:
- Autofunds may provide access to or auto-generate legal forms such as purchase orders, bills of sale, financing contracts, and other transaction-related documentation;
- Such documents may originate from Autofunds’ generic form library or from third-party legal form providers (e.g., Reynolds and Reynolds) with whom Autofunds has integration or licensing agreements;
- Autofunds' role is limited to populating fields on these documents based on information you or your staff input into the platform.
Accordingly, you represent and warrant that:
- You will review and confirm the legal sufficiency and accuracy of any such document before using it in a consumer or commercial transaction;
- You will ensure that any use of such forms and data in such forms complies with all applicable federal, state, and local laws, consumer protection regulations, disclosure rules, and lending standards;
- You are solely responsible for retaining qualified legal counsel to review, customize, or approve forms and data presentation as required for your specific business needs and jurisdiction.
Autofunds expressly disclaims any responsibility for:
- Legal compliance of the forms or templates themselves;
- The accuracy or appropriateness of populated data;
- Any damages, regulatory action, consumer dispute, or contract unenforceability resulting from your use of such documents.
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Section 14 – Third-Party Integrations and API Access
14.1 Integration Capabilities
The Service may include optional or default integrations with third-party platforms, APIs, credit bureaus, data providers, CRMs, marketplaces, accounting tools, DMS systems, payment processors, and advertising networks. Integration options may vary by subscription tier, dealer eligibility, or contractual agreements.
Autofunds is under no obligation to support or maintain any specific integration, and availability may be modified, suspended, or discontinued at any time, with or without notice.
14.2 Integration Requests and Discretionary Approval
- You may request integration with third-party platforms not currently supported by Autofunds. All such requests are subject to:
- Autofunds’ sole and exclusive discretion;
- Technical feasibility and security review;
- Legal and compliance evaluation;
- Prior written approval from the third-party platform, if required.
Autofunds reserves the right to reject any integration request without cause or liability.
14.3 Your Responsibilities When Using Integrations
By enabling any integration, you agree to:
- Comply with the terms and conditions of the third-party platform;
- Authorize Autofunds to access, transmit, or process your data or content as necessary to support the integration;
- Refrain from modifying, interfering with, or reverse engineering any APIs, SDKs, or embedded services;
- Bear all costs associated with the third-party relationship, including licenses, subscriptions, or data fees.
You are solely responsible for any content, data loss, or system error resulting from the use or misuse of a third-party integration
14.4 Disabling or Terminating Integrations
Autofunds may suspend or disable integrations at any time, including if:
- The third-party platform modifies or discontinues API access;
- You are in breach of this Agreement or any applicable integration terms;
- The integration creates a security, data privacy, or legal risk to Autofunds or other users.
Autofunds is not liable for any impact or damages resulting from the removal of integration functionality.
14.5 API Access Terms
If you are granted access to Autofunds’ APIs (whether publicly available or private/custom):
- You agree to use them only in accordance with published documentation and for authorized business purposes;
- You will not share, sell, sublicense, or expose any API credentials to third parties;
- You will not abuse API call limits, inject malicious code, or attempt to bypass rate limiting or authentication protocols.
Violation of these terms may result in immediate termination of your API access, account suspension, or legal action.
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Section 15 – Intellectual Property and Ownership
15.1 Platform Ownership
- The Service, including but not limited to its software, interface, platform design, codebase, algorithms, trade dress, structure, documentation, and proprietary features, is the exclusive property of Integex Solutions Inc., operating under the Autofunds brand.
- All intellectual property rights not expressly granted to you in this Agreement are reserved. Nothing in this Agreement shall be construed to transfer or assign any title, ownership, or rights in or to the Service or any Autofunds trademarks.
15.2 Restrictions on Use
You agree not to:
- Copy, modify, adapt, reverse engineer, decompile, disassemble, or create derivative works of the Service;
- Use the Service or any Autofunds intellectual property for any purpose other than its intended business function;
- Remove, obscure, or alter any proprietary notices, marks, or branding within the platform;
- Frame, mirror, scrape, or otherwise replicate any part of the Service in any medium without written authorization.
Violation of this provision constitutes a material breach and may result in immediate termination and legal action.
15.3 Trademarks and Branding
- The names Autofunds, Integex Solutions, the Autofunds logo, and all related product and service names, design marks, and slogans are trademarks or registered trademarks of Integex Solutions Inc.
- You may not use Autofunds’ name, trademarks, or branding in any way that implies partnership, endorsement, sponsorship, or affiliation without prior written permission.
15.4 Use of Third-Party Legal Forms
Certain legal forms available through the Service—such as retail installment contracts, bills of sale, buyer’s guides, or lease agreements—may be provided under license or integration with third-party vendors, including but not limited to Reynolds and Reynolds.
You understand and agree that:
- Such forms remain the intellectual property of their respective owners and are subject to separate licensing or usage restrictions;
- Your use of these forms through Autofunds does not grant you ownership or redistribution rights beyond the intended business use facilitated by the platform;
- You are prohibited from reproducing, modifying, or distributing any third-party legal forms outside the scope of your direct transactions conducted through the Autofunds platform.
- Violation of this provision may result in suspension of access to such forms and/or termination of your account.
15.5 User Content and Dealership Data
You retain ownership of your dealership’s data, customer records, uploaded inventory, documents, and internal notes submitted through the Service ("User Content"). By using the Service, you grant Autofunds a limited, non-exclusive, royalty-free, worldwide license to use, store, process, display, and reproduce such content for the purposes of:
- Operating and improving the Service;
- Supporting integrations or vendor obligations;
- Conducting analytics and reporting;
- Fulfilling legal, billing, or operational obligations.
Autofunds will not sell your data and will treat it as confidential except where required by law or explicitly permitted by this Agreement.
Notwithstanding the foregoing, you agree that Autofunds may collect, use, and process data derived from your use of the Service and User Content in an anonymized and aggregated form ("Derived Data"). This Derived Data shall not contain any information that identifies you, your dealership, or any individual consumer. Autofunds may use such Derived Data for any legitimate business purpose, including but not limited to:
- Developing, enhancing, and improving the Service and its features;
- Generating statistical data and analytics;
- Creating industry benchmarks, reports, or insights;
- For research and development. Autofunds shall own all right, title, and interest in and to such Derived Data, provided that such use complies with applicable laws and does not re-identify any specific user or individual. Autofunds shall implement appropriate safeguards to ensure the de-identification and aggregation of such data.
15.6 DMCA Compliance and Takedown Requests
- Autofunds respects the intellectual property rights of others and complies with the Digital Millennium Copyright Act (DMCA).
- If you believe that any content on the Platform infringes your copyright, you may submit a written notice to Autofunds’ Designated Agent at:
Legal Department – DMCA Agent
Integex Solutions Inc.
775 Park Avenue, Ste 255
Huntington, NY 11743
Email: support@autofunds.com
Your notice must comply with 17 U.S.C. § 512(c)(3) and include:
- A description of the copyrighted work;
- A description of where the allegedly infringing content is located;
- Your contact information;
- A statement under penalty of perjury that you have a good faith belief that the use is unauthorized;
- Your signature (physical or electronic).
Autofunds may disable or remove content, suspend user access, or take other appropriate action in response to DMCA notices.
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Section 16 – Force Majeure and Service Interruptions
16.1 Force Majeure
Autofunds shall not be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including but not limited to:
- Natural disasters (e.g., flood, earthquake, storm);
- Acts of God, war, terrorism, embargoes, civil disturbances, labor strikes, or sabotage;
- Governmental orders, quarantines, or regulatory interventions;
- Internet or telecommunications failures, power outages, third-party service disruptions, or supply chain failures;
- Pandemics, public health emergencies, or widespread technical outages.
During such events, Autofunds’ obligations shall be suspended for the duration of the delay or inability to perform. Reasonable efforts will be made to restore service as promptly as practicable.
16.2 Scheduled Maintenance and Downtime
Autofunds may from time to time perform scheduled maintenance, upgrades, or improvements that require temporary service interruption. Whenever possible, such interruptions will be:
- Performed during non-peak hours;
- Preceded by reasonable advance notice to users;
- Completed as quickly as practical to minimize disruption.
Autofunds will not be liable for any loss of business, data, revenue, or opportunity resulting from planned or emergency maintenance.
16.3 No Guaranteed Uptime
While Autofunds uses industry-standard hosting and monitoring technologies, no guarantee is made as to uninterrupted access, real-time data availability, or system responsiveness. You acknowledge that:
- The Service may experience temporary unavailability due to network failures, software bugs, hardware issues, or external disruptions;
- Autofunds shall not be liable for such unavailability unless explicitly covered by a separate Service Level Agreement (SLA), which must be executed in writing.
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Section 17 – Termination, Suspension, and Account Closure
17.1 Termination by You
You may terminate your use of the Service at any time by providing written notice to support@autofunds.com. Termination will be effective at the end of your current billing period, unless otherwise specified in your subscription or service agreement.
- You remain liable for:
- All fees incurred through the effective termination date;
- Any minimum term commitments or early termination charges applicable to your plan;
- Outstanding invoices or balances at the time of termination.
No prorated refunds will be issued for partial months or unused features unless required by law.
17.2 Termination or Suspension by Autofunds
Autofunds may, at its sole discretion and with or without notice, suspend or terminate your access to the Service, in whole or in part, for any of the following reasons:
- Breach of any provision of this Agreement or failure to comply with usage policies;
- Failure to pay fees, or a chargeback initiated on any payment made for the Service;
- Misuse of consumer data or third-party integrations;
- Activity that poses a security, legal, or reputational risk to Autofunds or its users;
- Compliance with a legal request, subpoena, or court order.
17.3 Chargebacks as Breach and Consequences
You acknowledge that initiating a chargeback or payment dispute for validly incurred subscription or platform fees is considered a material breach of this Agreement. In such cases:
- Your account will be immediately suspended or terminated without notice;
- You will be liable for all chargeback fees and administrative costs;
To reinstate your account, you must:
- Submit a non-refundable $250 reinstatement fee,
- Pay the equivalent of six (6) months of service charges in advance, and
- Provide these payments by check, which must clear before service is restored.
Autofunds reserves the right to decline reinstatement at its discretion and to escalate unresolved chargebacks to collections, including recovery via ACH or legal remedies.
17.4 Effects of Termination
Upon termination:
- Your license to use the Service ends immediately;
- Autofunds may delete or archive your data after a grace period, subject to applicable laws and internal data retention policies;
- You must immediately cease all use of Autofunds IP, integrations, and platform assets.
Provisions that by their nature survive termination (e.g., payment obligations, limitations of liability, indemnities, dispute resolution, confidentiality) shall remain in effect.
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Section 18 – Miscellaneous Legal Provisions
18.1 Entire Agreement
- This Agreement, together with any related order forms, service addenda, pricing schedules, or authorized written amendments, constitutes the entire agreement between you and Autofunds with respect to the Service and supersedes all prior or contemporaneous communications, proposals, or agreements—oral or written.
- No informal communication or representation by Autofunds personnel or agents modifies the terms herein unless expressly incorporated into a written agreement signed by an authorized representative of Autofunds.
18.2 Severability
- If any provision of this Agreement is found by a court or arbitrator to be unlawful, invalid, or unenforceable, such provision shall be modified to the minimum extent necessary to render it enforceable while preserving the parties’ intent. If such modification is not possible, the provision shall be severed, and the remaining provisions shall remain in full force and effect.
18.3 No Waiver
- No failure or delay by Autofunds in exercising any right, power, or remedy under this Agreement shall operate as a waiver of such right or any other rights. A waiver of any breach or default must be in writing and shall not constitute a waiver of any subsequent breach or default.
18.4 Assignment
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You may not assign or transfer this Agreement, or delegate any obligation under it, without the prior written consent of Autofunds. Any attempted assignment or delegation in violation of this clause is void.
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Autofunds may assign this Agreement freely to any affiliate, successor, or acquirer of its business or assets, in whole or in part.
18.5 Independent Contractors
- The relationship between you and Autofunds is that of independent contractors. Nothing in this Agreement shall be construed as creating an agency, partnership, joint venture, or employment relationship.
18.6 Notices
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Except as otherwise provided, all notices must be in writing and delivered by certified mail, return receipt requested, or by email with delivery confirmation. Notices to Autofunds shall be sent to:
Integex Solutions Inc
Attn: Legal Department
775 Park Avenue, Ste 255
Huntington, NY 11743
Email: support@autofunds.com
- Notices to you will be sent to your last known email or physical address on file with Autofunds.
18.7 Survival
- Any provision that, by its nature, should survive termination of this Agreement shall survive, including but not limited to: Sections on Intellectual Property, Dispute Resolution, Indemnification, Limitation of Liability, Confidentiality, Payment Obligations, and Dealer Responsibilities.
18.8 Headings and Interpretation
- Section headings are provided for convenience only and shall not affect the interpretation of this Agreement. Any ambiguity shall not be construed against the drafter.
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