Legal

Terms and Conditions

Effective date: August 31, 2026

Draft — pending review by legal counsel. Bracketed placeholders are intentional and will be completed before this document takes effect.

These Terms and Conditions (the “Terms”) govern access to and use of the CarBot platform, websites, and related services (collectively, the “Services”) provided by BDC Pros, LLC (“CarBot”, “we”, “us”, or “our”). By creating an account, signing an order form that references these Terms, or using the Services, you agree to these Terms on behalf of the automotive dealership or other business you represent (“Customer”, “you”). If you do not have authority to bind that business, or you do not agree to these Terms, do not use the Services.

The Services are offered for business use by dealerships and their personnel. They are not offered to consumers for personal use.

1. Definitions

“Authorized User” — an individual (such as a dealership employee or agent) whom Customer permits to access the Services under Customer’s account.
“Consumer” — an individual (such as a lead, prospect, or customer of the dealership) with whom Customer communicates through the Services.
“Customer Data” — data submitted to or processed by the Services on Customer’s behalf, including Consumer contact records, leads, inventory data, appointments, messages, call recordings, transcripts, and related content.
“AI Features” — features of the Services that generate content or take actions using artificial intelligence, including AI voice agents that answer or place telephone calls and AI text agents that draft and send SMS replies.
“Order Form” — an ordering document, online purchase flow, or subscription selection that specifies the Services, term, and fees.

2. The Services

CarBot provides a communications and customer-management platform for automotive dealerships, which may include: a shared team inbox for SMS, email, and other channels; telephony features (inbound/outbound calling, routing, ring groups, voicemail, call recording and transcription); AI Features; lead, contact, inventory, and appointment management; automations, sequences, and workflows; and analytics. Features vary by subscription plan and configuration.

We may improve, modify, or discontinue features of the Services. If a change materially reduces the core functionality of a paid subscription, Customer may terminate the affected subscription and receive a pro-rata refund of prepaid, unused fees as its exclusive remedy.

3. Accounts and Authorized Users

Customer is responsible for: (a) the accuracy of registration and business information (including information submitted for messaging carrier registration — see Section 6); (b) maintaining the confidentiality of credentials and API tokens; and (c) all activities under its account, including those of Authorized Users. Customer will promptly notify us of any suspected unauthorized access. We may suspend accounts or credentials we reasonably believe are compromised.

4. Subscriptions, Fees, and Taxes

4.1 Fees

Customer will pay the fees stated in the applicable Order Form. Unless stated otherwise, fees are billed monthly in advance, and usage-based charges (for example, telephony minutes, SMS segments, or AI usage) are billed in arrears.

4.2 Payment

Amounts are due as charged to the payment method on file. Late amounts may accrue interest at the lesser of 1.5% per month or the maximum lawful rate. We may suspend the Services for accounts more than 30 days past due after notice.

4.3 Taxes

Fees are exclusive of taxes. Customer is responsible for all applicable taxes, other than taxes on our income.

4.4 Changes

Fee changes take effect at the start of Customer’s next renewal term, with at least 30 days’ notice.

5. Acceptable Use

Customer will not, and will not permit anyone to:

use the Services to send unsolicited, deceptive, or unlawful communications, or communications to persons who have not provided legally sufficient consent where consent is required;
use the Services in violation of telemarketing, messaging, or call-recording laws, carrier requirements, or industry guidelines (see Section 6);
upload or transmit content that is unlawful, infringing, or malicious, or that contains another person’s sensitive data without authority to do so;
probe, scan, or test the vulnerability of the Services, circumvent authentication or usage limits, or access another customer’s data;
reverse engineer the Services except to the extent such restriction is prohibited by law;
resell or provide the Services to third parties as a service bureau, except to operate Customer’s own dealership business; or
use the Services to develop a competing product.

We may suspend access immediately where we reasonably believe continued use poses a security risk, violates law or carrier requirements, or exposes CarBot or third parties to liability. We will limit the scope and duration of any suspension to what is reasonably necessary and, where practicable, give notice.

6. Communications Compliance (Important)

The Services are a tool for communicating with Consumers. Customer — not CarBot — is the initiator of communications sent through the Services and is solely responsible for their legality, including under the Telephone Consumer Protection Act (TCPA), the Telemarketing Sales Rule, state telemarketing and “mini-TCPA” statutes, call-recording/wiretap consent laws, the CAN-SPAM Act, and applicable carrier and CTIA messaging guidelines. Without limiting the foregoing, Customer is responsible for:

6.1 Consent

Obtaining, documenting, and maintaining any legally required consent from Consumers before calling, texting, or emailing them, including any heightened consent required for automated, prerecorded, or artificial-voice communications and AI-generated communications.

6.2 Opt-outs and do-not-call

Honoring opt-out requests and do-not-call registrations. The Services include automated handling of standard SMS keywords (such as STOP and HELP), quiet-hours controls, frequency caps, and do-not-contact flags. These are tools to assist Customer’s compliance program; they are not a substitute for it, and Customer must not configure the Services (including any override controls) in a manner that violates law.

6.3 Messaging registration (A2P 10DLC)

Providing true, accurate, and complete brand and campaign information for messaging registration with carriers and registrars, and ensuring messaging content matches its registered use case. Carriers and registrars may suspend or filter traffic independently of CarBot; CarBot is not liable for carrier filtering, blocking, or deregistration.

6.4 Call recording and monitoring

Determining whether and where recording, transcription, monitoring, whisper/coaching, or AI participation on calls is lawful in the relevant jurisdictions, enabling those features only where lawful, and providing all legally required notices and disclosures to call participants. Configurable recording disclosures in the Services are provided for Customer’s convenience; their sufficiency is Customer’s responsibility.

6.5 Identification of automated agents

Ensuring that the use of AI Features to interact with Consumers complies with laws requiring disclosure of automated or artificial agents. The Services are designed to have AI agents identify themselves as automated assistants and not to claim to be human; Customer must not configure or instruct AI Features to misrepresent themselves.

7. AI Features

7.1 Nature of AI output

AI Features generate content using machine-learning models, using inputs that may include the Consumer’s messages, Customer’s configuration and instructions, and Customer Data such as contact profiles, lead information, inventory records, past conversations, and call summaries. AI output is probabilistic and may be inaccurate, incomplete, or inappropriate despite safeguards. Customer is responsible for the configuration, supervision, and business consequences of AI Features it enables, including reviewing AI-sent communications in its inbox and disabling AI Features (globally, per department, or per conversation) where appropriate.

7.2 No professional advice; no binding offers

AI output is not legal, financial, or professional advice. Pricing, availability, or appointment information generated by AI Features does not constitute a binding offer by CarBot. Customer is responsible for honoring or correcting representations made in its name.

7.3 Subprocessing

AI Features are provided using third-party AI infrastructure providers acting as our subprocessors (see the Privacy Policy). We contractually restrict these providers from using Customer Data to train their generally available models. [VERIFY against current provider agreements.]

8. Customer Data

8.1 Ownership

As between the parties, Customer owns Customer Data. Customer grants CarBot a non-exclusive, worldwide license to host, process, transmit, display, and create derivative technical artifacts of Customer Data (such as transcripts, summaries, and analytics) solely to provide, secure, support, and improve the Services and as otherwise permitted by these Terms and the Privacy Policy.

8.2 Customer warranties

Customer represents that it has all rights, consents, and notices necessary to provide Customer Data to CarBot and to have it processed as described, including with respect to Consumer personal information.

8.3 Usage data

CarBot may collect and use technical and usage data about the operation of the Services, and data in aggregated or de-identified form, for operating, securing, benchmarking, and improving the Services, provided such data does not identify Customer or any Consumer.

8.4 Data protection

The parties’ privacy obligations are described in the Privacy Policy and, where executed, a Data Processing Addendum. In the event of a conflict regarding personal-information processing, the DPA controls.

8.5 Retention and export

During the subscription term, Customer may export Customer Data using the Services’ export features or by request. Following termination, we will delete or de-identify Customer Data within 90 days, except for backups (purged on standard cycles), records we must retain by law, and records reasonably retained to document consent, opt-outs, and communications compliance.

9. Third-Party Services

The Services interoperate with third-party services — including telephony and messaging carriers, CRM and DMS integrations, email delivery providers, and AI infrastructure — some of which Customer selects or connects itself. Third-party services are governed by their own terms, and CarBot is not responsible for their acts, omissions, availability, or data practices. Telephony and messaging are inherently dependent on carrier networks; CarBot does not guarantee delivery, deliverability, or latency of any individual call or message.

10. Intellectual Property

CarBot and its licensors own the Services, including all software, interfaces, designs, documentation, and trademarks (including the CarBot name and logo). No rights are granted except as expressly stated. Customer may provide feedback, which CarBot may use without restriction or obligation. Customer will not remove or alter proprietary notices.

11. Confidentiality

Each party will protect the other’s non-public information disclosed in connection with the Services (“Confidential Information”) with at least reasonable care, use it only to perform under these Terms, and not disclose it except to personnel and contractors with a need to know who are bound by confidentiality obligations. Confidential Information excludes information that is public through no fault of the recipient, already known without restriction, independently developed, or rightfully received from a third party. A party may disclose Confidential Information where legally compelled, with notice to the other party where lawful.

12. Term, Suspension, and Termination

12.1 Term

Subscriptions run for the term stated in the Order Form and renew automatically for successive periods of the same length unless either party gives notice of non-renewal at least 30 days before renewal.

12.2 Termination for cause

Either party may terminate if the other materially breaches these Terms and fails to cure within 30 days of notice, or immediately upon the other party’s insolvency.

12.3 Effect

Upon termination, Customer’s access ends and unpaid fees for the remainder of the committed term become due (except where Customer terminates for CarBot’s uncured breach or under Section 2). Sections that by their nature should survive (including Sections 4, 6, 8, 10–16) survive.

13. Warranties and Disclaimers

CarBot warrants that it provides the Services with commercially reasonable skill and care. EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” CARBOT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT AI OUTPUT WILL BE ACCURATE OR RELIABLE. CARBOT DOES NOT WARRANT COMPLIANCE OUTCOMES; CUSTOMER’S USE OF COMPLIANCE-SUPPORT FEATURES DOES NOT CONSTITUTE LEGAL ADVICE OR A GUARANTEE OF COMPLIANCE.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY; AND (b) EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER FOR THE SERVICES IN THE 12 MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. THESE LIMITS DO NOT APPLY TO CUSTOMER’S PAYMENT OBLIGATIONS, EITHER PARTY’S CONFIDENTIALITY BREACHES, CUSTOMER’S BREACH OF SECTIONS 5 OR 6, OR EITHER PARTY’S INDEMNIFICATION OBLIGATIONS.

15. Indemnification

15.1 By Customer

Customer will defend and indemnify CarBot against third-party claims (including regulatory actions and class claims) arising from: (a) Customer Data; (b) Customer’s communications with Consumers, including claims under the TCPA, telemarketing, wiretap/recording, or messaging laws; (c) Customer’s configuration or use of AI Features in violation of Section 6 or 7; or (d) Customer’s breach of Section 5.

15.2 By CarBot

CarBot will defend and indemnify Customer against third-party claims that the Services, as provided by CarBot and used as permitted, infringe a U.S. patent, copyright, or trademark, or misappropriate a trade secret. If the Services are enjoined, CarBot may procure the right to continue use, modify the Services, or terminate the affected Services with a pro-rata refund. This Section states each party’s exclusive remedy for the covered claims.

15.3 Procedure

The indemnified party must give prompt notice, sole control of the defense to the indemnifying party (provided any settlement admitting fault or imposing obligations on the indemnified party requires its consent), and reasonable cooperation.

16. Governing Law and Disputes

These Terms are governed by the laws of the State of [STATE], without regard to conflict-of-laws rules. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in [COUNTY, STATE]. [OPTIONAL: ARBITRATION / JURY-TRIAL WAIVER / CLASS-ACTION WAIVER PROVISIONS — DISCUSS WITH COUNSEL.]

17. Changes to These Terms

We may update these Terms by posting a revised version and, for material changes, giving Customer at least 30 days’ notice by email or in-product notice. Changes apply at the start of Customer’s next renewal term unless Customer’s continued use after the notice period constitutes acceptance for month-to-month subscriptions.

18. General

Neither party is liable for delay or failure caused by events beyond its reasonable control. Customer may not assign these Terms without our consent, except to a successor in a merger or sale of substantially all assets; we may assign to an affiliate or successor. Notices to CarBot must be sent to legal@bdcpros.com; notices to Customer may be sent to the account email. If any provision is unenforceable, the remainder stays in effect. These Terms, together with Order Forms, the Privacy Policy, and any DPA, are the entire agreement regarding the Services and supersede prior agreements on the subject.

19. Contact

BDC Pros, LLC
[POSTAL ADDRESS]
legal@bdcpros.com