Dealer Lister — Terms and Conditions

1. About these Terms

These Terms and Conditions (the “Terms”) are a binding agreement between 28523779 AB LTD., an Alberta corporation operating as Dealer Lister (“Dealer Lister,” “we,” “us”), and the business that signs up for or uses our services (“you” or the “Dealer”).

By creating an account, accepting a quote or order, installing the Dealer Lister Extension, or using our services, you agree to these Terms. If you accept on behalf of a dealership or other business, you confirm that you are at least 18 years old and have authority to bind that business.

Business use only. Our services are sold only to businesses, such as licensed vehicle dealerships, and not to consumers for personal, family or household use.

Your Order. Your plan, fees and any setup charges are set out in the quote, sign-up form, invoice or other written order you accept (your “Order”). If your Order conflicts with these Terms, your Order wins for that specific point.

Our Privacy Policy, posted on our website, explains how we handle personal information and forms part of these Terms.

2. Our services

Dealer Lister provides software and support that help dealerships list vehicle inventory on Facebook Marketplace and other online platforms (the “Services”). Depending on your plan, the Services include:

• Syncing your new and used inventory from the inventory feed you authorize.
• The Dealer Lister Extension, a browser extension your staff use to create Marketplace listings from that inventory.
• Notifications to your team when your inventory changes.
• Done-for-you onboarding: we connect your inventory feed, set up your users and train your team.
• Ongoing customer support by email.

Changes to the Services. We improve the Services over time and may add, change or remove features. We will not make a change that materially reduces the core features of your plan during a paid billing period without giving you at least 30 days’ notice. If such a change affects you, you may cancel and we will refund any prepaid fees for the unused part of the period.

3. Accounts and Team Members

You may give access to your employees and contractors (“Team Members”). You are responsible for:

• Keeping account information accurate and up to date.
• Making sure each Team Member uses their own login and keeps it private.
• Removing access promptly when a Team Member leaves or no longer needs it.
• Everything done under your account, and your Team Members’ compliance with these Terms.

Tell us right away at contact@dealerlister.com if you believe your account has been accessed without permission.

4. Fees, billing and taxes

Subscription fees. You agree to pay the fees in your Order. Unless your Order says otherwise, subscriptions are billed monthly in advance and renew automatically each month until cancelled under section 5.

Payment. You authorize us and our payment processor to charge your payment method on file for each billing period and any other fees in your Order. We will email you a receipt or invoice for every charge.

Setup fees. Any setup or onboarding fee in your Order is non-refundable once onboarding has started.

Price changes. We will give you at least 30 days’ notice by email before any price increase takes effect. If you don’t agree, you may cancel before the new price applies.

Currency and taxes. Fees are in the currency stated in your Order and do not include taxes. You are responsible for applicable taxes, such as GST/HST and provincial sales taxes in Canada or state and local sales taxes in the United States, other than taxes on our income.

Late payment. If a payment fails or is overdue, we will notify you. If it remains unpaid 15 days after that notice, we may suspend the Services until the account is brought current.

Billing disputes. If you believe a charge is wrong, email us within 60 days of the charge. We will review it in good faith and correct any error. Please contact us before disputing a charge with your bank or card issuer.

Advertising spend. If you choose to run paid ads on any platform, you pay that platform directly. Ad spend is not included in our fees unless your Order says so.

5. Cancellation, suspension and termination

Cancelling. You can cancel at any time by emailing contact@dealerlister.com from an account administrator’s email address. We will confirm your cancellation in writing within 2 business days. Unless your Order sets a minimum term, cancellation takes effect at the end of your current billing period and you will not be charged again. Fees already paid for the current period are not refunded, except as these Terms say otherwise.

If we end the agreement for convenience. We may end your subscription for any reason with 30 days’ written notice. If we do, we will refund any prepaid fees for the period after the end date.

Suspension. We may suspend access immediately, with notice as soon as practical, if we reasonably believe:

• Your account is being used in a way that breaks the law or these Terms.
• Your use poses a security risk to the Services or other customers.
• Payment is overdue as described in section 4.

We will restore access once the issue is resolved.

Termination for breach. Either of us may end this agreement by written notice if the other materially breaches these Terms and does not fix the breach within 15 days of receiving notice of it.

After the agreement ends. Your access stops on the end date. For 30 days after that date, you may ask us for a copy of your account data in a standard format. After that, we delete or de-identify it as described in our Privacy Policy, except records we must keep by law. Any fees owed before the end date remain payable. Sections 4, 5, 8 to 15 and any other terms that by their nature should continue survive the end of this agreement.

6. Your responsibilities

Licensing. You confirm that you hold, and will keep, every licence required to sell or advertise vehicles where you do business. In Alberta, this includes an AMVIC licence.

Your listings. You are responsible for every listing you or your Team Members create with the Services, including price, vehicle details, photos, history and condition. Before posting, you must review each listing and make sure it is accurate, current and lawful. The Services copy information from your inventory feed and do not verify it.

Advertising and consumer protection laws. You are responsible for complying with all laws that apply to your vehicle advertising and sales, including, where they apply:

• In Canada: the federal Competition Act, provincial consumer protection laws, and vehicle dealer rules such as Alberta’s Consumer Protection Act and Automotive Business Regulation, including all-in pricing requirements.
• In the United States: the Federal Trade Commission Act, the federal Truth in Lending Act for finance terms, and state dealer licensing and advertising laws.

Contacting leads. When you call, text or email people who respond to your listings, you are responsible for complying with anti-spam and telemarketing laws, including Canada’s Anti-Spam Legislation (CASL) and, in the United States, the CAN-SPAM Act and the Telephone Consumer Protection Act (TCPA).

Acceptable use. You and your Team Members must not use the Services to:

• Post false, misleading or bait-and-switch listings, or list vehicles you don’t have available for sale.
• Infringe anyone’s intellectual property or privacy, including using photos you don’t have the right to use.
• Break any law, or any rule of a platform you post to.
• Copy, resell, reverse engineer or build a competing product from the Services, except where the law expressly allows it.
• Interfere with the Services, test their security without our written permission, or introduce malicious code.
• Share logins with anyone outside your business.

We don’t give legal advice. If you’re unsure whether a listing or practice is lawful, check with your own legal adviser or regulator.

7. Facebook and other third-party platforms

No affiliation. Dealer Lister is an independent company. We are not affiliated with, endorsed by or sponsored by Meta Platforms, Inc. (owner of Facebook), your inventory feed provider, or any other platform the Services work with. Their names belong to their owners.

Their rules apply. Listings are posted through your Team Members’ own Facebook accounts, and those accounts are governed by Meta’s terms and Commerce Policies. You are responsible for making sure your Team Members follow those rules and any limits Meta sets on listings, messaging or account activity.

Things outside our control. Third-party platforms can change their features, policies or technical access, remove listings, or limit or disable accounts at any time. We are not responsible for those decisions or their effect on your business, including lost listings or leads. If a platform change stops part of the Services from working, we will make reasonable efforts to restore it or provide a workaround. If we can’t within 30 days, you may cancel and we will refund prepaid fees for the unused part of the period.

Inventory feeds. The Services depend on the inventory feed you authorize. You confirm that you have the right to let us access that feed and use its content to provide the Services.

No guaranteed results. We can’t promise any number of views, leads or sales from your listings.

8. Your content and data

You own your content. Your inventory data, photos, listing text, lead information and other material you or your feed provide (“Your Content”) stay yours.

Permission to use it. You give us a non-exclusive, royalty-free licence to host, copy, format and display Your Content only as needed to provide, secure and support the Services for you. This licence ends when we delete Your Content after the agreement ends, except for copies we must keep by law or that remain in routine backups until overwritten.

Customer and lead information. For personal information about your customers and leads, you are responsible for collecting it lawfully and getting any required consent. We handle it on your behalf, only to provide the Services and as you instruct, and as described in our Privacy Policy. We never sell it or use it to market to your customers.

Security and breaches. We protect Your Content with reasonable administrative, technical and physical safeguards. If personal information we handle for you is lost or accessed without authorization, we will notify you promptly so you can meet your own legal obligations.

Usage data. We may use combined or de-identified information about how the Services are used to operate and improve them. This information does not identify you, your staff or your customers.

9. Our intellectual property

The Services, including the Dealer Lister Extension, our website, software, designs and the Dealer Lister name and logo, are owned by us or our licensors and are protected by Canadian, U.S. and international law.

While your subscription is active and paid, we give you a limited, non-exclusive, non-transferable right for you and your Team Members to use the Services for your own business. We keep all other rights.

If you send us ideas or suggestions, we may use them freely without paying you or owing you anything.

10. Confidentiality

Each of us may receive non-public information from the other, such as pricing, inventory and sales data, business plans or how our software works (“Confidential Information”). The receiving party will use it only to carry out this agreement, protect it with at least reasonable care, and share it only with staff, contractors and advisers who need it and are bound to keep it confidential.

This does not apply to information that is or becomes public through no fault of the receiving party, was already known to it, or is independently developed or lawfully received from someone else. A party may disclose Confidential Information where the law or a court requires it, after giving the other party notice where legally allowed.

These obligations continue for 3 years after the agreement ends, and for as long as the information remains a trade secret.

11. Warranties and disclaimers

Our commitments. We will provide the Services with reasonable skill and care, consistent with industry practice, and the Services will perform materially as described on our website and in your Order. If they don’t, tell us and we will work to fix the problem. If we can’t fix it within 30 days, you may cancel and we will refund prepaid fees for the unused part of the period. This is your sole remedy for a breach of this commitment.

Your commitments. You confirm that you have the right to provide Your Content and that your use of the Services will comply with the law and these Terms.

Disclaimer. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WE DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DO NOT PROMISE THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY THIRD-PARTY PLATFORM WILL ACCEPT OR KEEP YOUR LISTINGS.

12. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW:

• NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, SALES, LEADS, GOODWILL OR DATA, EVEN IF TOLD THEY WERE POSSIBLE.
• EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE FEES YOU PAID TO DEALER LISTER IN THE 12 MONTHS BEFORE THE EVENT THAT GAVE RISE TO THE CLAIM.

These limits do not apply to your obligation to pay fees, either party’s indemnity obligations under section 13, a party’s breach of section 10 (Confidentiality), or liability for fraud, gross negligence or wilful misconduct. Some jurisdictions do not allow certain limits, so some of them may not apply to you.

13. Indemnity

From you. You will defend and indemnify Dealer Lister and its directors, officers and employees against third-party claims, fines and penalties, and related reasonable costs including legal fees, arising from Your Content, your listings or advertising, your dealings with customers and leads, or your or your Team Members’ breach of law or these Terms.

From us. We will defend and indemnify you against third-party claims, and related reasonable costs including legal fees, alleging that the Services, as we provide them, infringe that party’s intellectual property rights in Canada or the United States. This does not cover claims caused by Your Content, a third-party platform, or use of the Services in breach of these Terms. If such a claim arises, we may modify the Services so they don’t infringe, get you the right to keep using them, or end your subscription and refund prepaid fees for the unused part of the period.

How it works. The party seeking protection must notify the other promptly, let it control the defence and settlement (no settlement may admit fault for the protected party without its consent), and give reasonable cooperation at the defending party’s cost.

14. Governing law and disputes

Talk to us first. If a dispute arises, either party will give written notice and both will try in good faith to resolve it for 30 days before starting legal proceedings. This does not stop either party from seeking urgent court relief to protect its intellectual property or Confidential Information, or from collecting unpaid fees.

Governing law. These Terms are governed by the laws of the Province of Alberta and the federal laws of Canada that apply there, for customers in Canada, the United States and anywhere else, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Where disputes are heard. Each party agrees to the exclusive jurisdiction of the courts of Alberta, sitting in Edmonton, except that either party may bring a claim within the monetary limit of the small claims court (Alberta’s Civil Division of the Court of Justice, or a small claims court where you are located).

Individual claims only. To the extent permitted by law, each party may bring claims against the other only in its individual capacity, and not as a plaintiff or class member in any class, collective or representative proceeding.

Jury waiver. To the extent permitted by law, each party waives any right to a jury trial in any proceeding arising out of or relating to these Terms.

Time limit. To the extent permitted by law, any claim must be brought within 2 years after the party knew or should have known of it.

15. General

• Entire agreement. These Terms, your Order and our Privacy Policy are the whole agreement between us about the Services and replace any earlier discussions or proposals.
• Notices. We may send notices to the email address on your account. You may send notices to contact@dealerlister.com. A notice is received when sent, unless the sender gets a delivery failure message.
• Electronic acceptance. You agree that accepting these Terms or an Order online or by email is as binding as a signed paper contract.
• Assignment. You may not transfer this agreement without our written consent, which we won’t unreasonably withhold. We may transfer it to a company that acquires all or most of our business, with notice to you.
• Force majeure. Neither party is responsible for delays or failures caused by events beyond its reasonable control, such as natural disasters, power or internet outages, cyberattacks, labour disputes, government action, or a third-party platform’s outage. This does not excuse late payment.
• Independent parties. We are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship.
• Severability and waiver. If any part of these Terms is found unenforceable, it will be limited to the minimum extent necessary and the rest stays in effect. Not enforcing a term right away does not waive our right to enforce it later.
• Sanctions. You confirm that you are not located in, or controlled by anyone in, a country or on a list subject to Canadian or U.S. sanctions.
• Language. The parties have requested that these Terms and all related documents be drawn up in English. Les parties ont exigé que ces conditions et tous les documents connexes soient rédigés en anglais.

16. Changes to these Terms and contact

Changes. We may update these Terms as our Services or the law change. We will post the new version on our website with a new date. For material changes, we will email account administrators at least 30 days before they take effect. If you don’t agree, you may cancel before the effective date and won’t be bound by the change. Continuing to use the Services after that date means you accept the updated Terms.

Contact us.

Dealer Lister (28523779 AB LTD.)
Edmonton, Alberta, Canada
contact@dealerlister.com