Terms of Service

Effective date: [TO BE SET ON LAUNCH] · Last updated: [TO BE SET ON LAUNCH]

Template notice: These Terms are a working draft prepared for the DealerCopy product. Before going live, have them reviewed by a lawyer qualified in Ontario, Canada (and in the jurisdictions of your customers) to ensure enforceability and compliance with applicable consumer protection, contract, and SaaS regulations.

1. Agreement to Terms

These Terms of Service ("Terms") form a legally binding agreement between GearUp Media Ltd. ("GearUp Media," "we," "us," or "our"), an Ontario corporation, and you and the dealership or organization you represent ("you," "your," or "Subscriber"). The Terms govern your use of the DealerCopy Chrome extension, the dealercopy.com website, and related services (collectively, the "Service").

By creating an account, starting a free trial, or otherwise using the Service, you agree to be bound by these Terms. If you do not agree, do not use the Service.

2. The Service

DealerCopy is a subscription-based software service that generates AI-powered vehicle descriptions, page titles, and meta descriptions from VINs and window stickers for use on automotive dealership websites. We may add, change, or remove features at our discretion. Material reductions in functionality will be communicated to active subscribers in advance.

3. Eligibility and account responsibilities

You must be at least the age of majority in your jurisdiction and have authority to bind your dealership to these Terms. You agree to provide accurate, current information when registering and to keep your account credentials confidential. You are responsible for all activity under your account, including the actions of employees and contractors you authorize.

4. Subscription plans, billing, and trial

4.1 Plans and pricing

Current plans and pricing are listed at dealercopy.com/#pricing. Pricing is volume-tiered per rooftop: 1–2 rooftops at one rate, 3+ rooftops at a lower rate per rooftop (all rooftops). Monthly and annual billing intervals are available. We may change pricing for new subscriptions at any time. Existing subscribers receive at least 30 days' notice before any price change takes effect on their subscription.

4.2 Free trial

New subscribers receive a 14-day free trial. No credit card is required to start the trial unless specifically required at signup. At the end of the trial, your subscription will not automatically convert to paid unless you have provided payment details. If you do provide payment details and complete checkout, the subscription will auto-renew at the end of each billing period until canceled.

4.3 Auto-renewal and cancellation

Paid subscriptions automatically renew at the end of each billing period (monthly or annual). You may cancel at any time through your account portal. Cancellations take effect at the end of the current billing period — you retain access through the period you have paid for, and no further charges occur after that.

4.4 Refunds

Except where required by law, all fees are non-refundable. We do not offer prorated refunds for partial billing periods, downgrades, or unused capacity.

4.5 Quantity (rooftop) changes

You may increase the number of rooftops on your subscription at any time. Stripe will prorate the additional rooftops for the remainder of the current billing period. Decreases take effect at the start of the next billing period.

4.6 Failed payments

If a payment fails, we will retry per Stripe's standard retry schedule and notify you by email. If payment is not successfully collected within 14 days of the original due date, we may suspend access until the balance is paid.

5. Rooftop licensing

Each subscription includes a fixed number of paid rooftops (dealership locations). Each rooftop is uniquely identified by a system-generated identifier. You may not use a single subscription across more rooftop locations than you have paid for. If our systems detect that you are attempting to use more rooftops than purchased, we may block additional rooftops, require you to release an inactive rooftop, or upgrade your subscription. Attempts to circumvent rooftop limits — for example, by rotating rooftop identifiers — are a material breach of these Terms.

6. Acceptable use

You agree not to:

Use the Service for any unlawful purpose or in violation of any applicable laws.
Reverse engineer, decompile, or attempt to extract the source code of the Service (except as expressly permitted by applicable law).
Resell, sublicense, or redistribute the Service to third parties without our written permission.
Access the Service through automated means in a manner that exceeds the rate limits or terms of your subscription.
Submit content (including VINs or window stickers) that you do not have the legal right to process.
Use the Service to generate descriptions for vehicles you do not have the legal right to advertise.
Misrepresent the source of generated content (e.g., implying it was written by a specific human author when it was AI-generated, where such representation is legally required to be disclosed).
Attempt to interfere with the security or integrity of the Service.

7. AI-generated content

DealerCopy uses artificial intelligence to generate vehicle descriptions. AI-generated content can occasionally contain errors, inaccuracies, or omissions. You are solely responsible for reviewing and verifying all generated content before publishing it. We do not warrant that generated descriptions are factually accurate, complete, error-free, or compliant with advertising laws in your jurisdiction.

You own the content generated for your dealership through the Service and are free to use, modify, and publish it. You grant us a limited license to process VINs and sticker contents through our AI provider for the purpose of generating outputs for you.

8. Intellectual property

The DealerCopy software, including the Chrome extension, backend services, website design, logos, and trademarks, is owned by GearUp Media Ltd. and protected by intellectual property laws. These Terms grant you only a limited, non-exclusive, non-transferable license to use the Service for the duration of your subscription. No other rights are granted.

9. Service availability

We strive for high availability but do not guarantee that the Service will be uninterrupted, error-free, or available at all times. We may temporarily suspend access for maintenance, security incidents, or other operational reasons. We do not offer a Service Level Agreement (SLA) unless one is separately agreed to in writing.

10. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY. WE DO NOT WARRANT THAT GENERATED DESCRIPTIONS WILL IMPROVE YOUR SEARCH RANKINGS, ACCURATELY REPRESENT VEHICLE FEATURES, OR COMPLY WITH ADVERTISING REGULATIONS IN YOUR JURISDICTION.

11. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GEARUP MEDIA LTD. AND ITS AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATED TO THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL CUMULATIVE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE AMOUNT YOU PAID TO US IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Some jurisdictions do not allow the exclusion or limitation of certain damages; the above limitations apply to the maximum extent permitted by law.

12. Indemnification

You agree to indemnify, defend, and hold harmless GearUp Media Ltd., its affiliates, and their respective officers, directors, employees, and agents from any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of: (a) your use of the Service in violation of these Terms; (b) your violation of any applicable law or third-party rights; (c) your dealership's publication of generated content, including any claims that the content is misleading, deceptive, or non-compliant with advertising regulations.

13. Termination

You may cancel your subscription at any time through your account portal. We may suspend or terminate your access to the Service immediately if you materially breach these Terms, fail to pay fees when due, or engage in conduct that we reasonably believe harms the Service, other subscribers, or third parties. Upon termination, your right to use the Service ends; sections that by their nature should survive termination (including disclaimers, limitations of liability, and indemnification) will continue to apply.

14. Governing law and dispute resolution

These Terms are governed by the laws of the Province of Ontario, Canada, and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles. Any dispute arising out of or relating to these Terms or the Service shall be brought exclusively in the courts of Ontario, Canada, and you consent to the personal jurisdiction of those courts.

15. Changes to these Terms

We may update these Terms from time to time. Material changes will be announced via email to active subscribers at least 30 days before they take effect. Your continued use of the Service after the effective date of revised Terms constitutes your acceptance of the revised Terms. If you do not agree, you must cancel your subscription before the effective date.

16. Miscellaneous

Entire agreement. These Terms, together with our Privacy Policy and any order forms or pricing pages you accept at checkout, form the entire agreement between you and us regarding the Service.

Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force.

No waiver. Our failure to enforce any provision is not a waiver of the right to enforce it later.

Assignment. You may not assign these Terms without our written consent. We may assign them in connection with a merger, acquisition, or sale of assets.

Notices. Notices to you may be delivered via email to the address on your account. Notices to us must be sent to [email protected] with a copy to the address registered for GearUp Media Ltd. in Ontario.

17. Contact

Questions about these Terms:

GearUp Media Ltd.
[email protected]
General inquiries: [email protected]