Hosted Services Terms & Conditions - Text2Drive

TEXT2DRIVE Software Subscription Agreement Terms & Conditions

  1. TEXTDRIVE shall grant and issue to the party identified above (“Dealership”), hereinafter referred to as CUSTOMER, a license to utilize the Text2Drive communications platform.
  2. CUSTOMER hereby grants TEXT2DRIVE the right to publish the data CUSTOMER submits on behalf of CUSTOMER. CUSTOMER shall defend and indemnify us from any claim relating to the unauthorized use of data, as well as data that is provided which is incorrect and/or negligently provided by CUSTOMER to TEXT2DRIVE.
  3. CUSTOMER is obtaining a license for use of TEXT2DRIVE’s Service Platform and CUSTOMER shall also provide TEXT2DRIVE access to the CUSTOMER’s DMS on a daily basis. TEXT2DRIVE will ‘poll’ data from the CUSTOMER’s DMS to obtain Appointment Information, Repair Order Information, Vehicle Information, Parts Information and Service Customer Information.

    TEXT2DRIVE’s bi-directional two-way interface allows dealership personnel to perform a one-on-one conversation without disclosing personal cell phone numbers and a management supervision tool recording all in /out messages sent. The TEXT2DRIVE service platform also provides the following:

    - Text communication with Sales, Service & Parts Customers

    - Instant Messaging among employees and customers

    - Sharing photos & videos from Tech to Advisor to Customer

    - Detailed data management and storage

    - Texting utilizing mobile, tablet and desktop interfaces

    - Management is able to view all text communications between customer and advisors

    - Data management includes group roll up so dealer groups can analyze multiple stores, employees and customers

  4. TEXT2DRIVE assumes no liability in any way for data feeds that are incorrect or not current. It is CUSTOMER’s responsibility to ensure that data feeds are sent and delivered to TEXT2DRIVE on the submission periods agreed upon in this Agreement.
  5. CUSTOMER shall also assign at least one individual who will act as Setup Coordinator for the purpose of creating ‘templates,’ communicating with TEXT2DRIVE’s development team, adding and deactivating employees after the initial set up of the dealership by TEXT2DRIVE and generally managing the platform on behalf of CUSTOMER.
  6. Neither TEXT2DRIVE nor any of its licensors of information or software included in the platform warrants the adequacy or accuracy thereof. TEXT2DRIVE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE APPLICATION OR THE RESULTS TO BE OBTAINED FROM THE USE THEREOF.
  7. Neither this Agreement, nor the TEXT2DRIVE mobile platform, may be assigned or otherwise transferred by CUSTOMER, in whole or in part, without the prior written consent of TEXT2DRIVE, which shall not be unreasonably be withheld, and any such attempted assignment in violation of such restriction shall be null and void. TEXT2DRIVE may assign this Agreement, in whole or in part, to any affiliate of TEXT2DRIVE or to any successor by acquisition or merger of TEXT2DRIVE. The parties’ rights and obligations under this Agreement will bind and inure to the benefit of their permitted successors and assigns.
  8. See Subscription Agreement Addendum attached hereto which is made part of the agreement.
  9. This Agreement shall be in effect for a period of three (3) Months following the Effective Date (the “Original Term”) and shall automatically be renewed for additional 30-day periods, unless either party gives written notice to the other party of its intent not to renew the Agreement at least 30 days prior to the end of the then current term.
  10. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Illinois, excluding any choice-of-law rules that would require the application of the laws of any other Jurisdiction.
  11. This Agreement (which includes the attached Addendum) is the final expression of the entire agreement of the parties regarding the subject matter of this Agreement. This Agreement supersedes all prior agreements and understandings between the parties regarding the subject matter of this Agreement. No amendment of this Agreement will be effective unless it is in writing and signed by both parties.
  12. The parties signing below on behalf of each party represent and warrant that they are duly authorized to execute this Agreement and bind their respective party to the terms and conditions of this Agreement, and that no other signatures are required.

    Software Subscription Agreement TCPA/FCC Compliance Addendum

    1. TEXT2DRIVE maintains and requires complete compliance and adherence to the Telephone Consumer Protection Act of December 1991 and effective December 1992 and recently amended by the FCC on July 1,2015 (the “TCPA”). TEXT2DRIVE’s platform automatically inserts the ‘opt out’ language into any and all automated messages sent from TEXT2DRIVE.
    2. Any and all messages sent from the TEXT2DRIVE platform must be ‘transactional’ or ‘informational’ in nature only. Any text message sent from TEXT2DRIVE that contains, even a portion of ‘marketing’ style language or phrases, is in direct violation of the TCPA and the FCC. TEXT2DRIVE will assume absolutely no liability for any messages authored by CUSTOMER, which have not been pre-approved by TEXT2DRIVE’s legal department.
    3. Clients or customers of CUSTOMER will receive an approved method to ‘opt out’ of receiving any text message from CUSTOMER. If a client or customer of CUSTOMER replies ‘STOP’ to any text message they may receive from CUSTOMER, that client or customer will electronically be blocked from receiving any additional text messages from CUSTOMER. CUSTOMER shall have real time access to a report that will indicate which clients or customers of CUSTOMER have chosen to ‘opt out’ of receiving text messages from CUSTOMER. TEXT2DRIVE has provided a button within the user interface that allows an employee of CUSTOMER to opt any customer out at any time. The selection is made, the client or customer’s cell number is entered and the OPT OUT button is pressed. This client or customer can no longer receive text messaging from CUSTOMER.
    4. TEXT2DRIVE cannot control or manage ‘opt outs’ from clients or customers of CUSTOMER who may request to ‘opt out’ of receiving text messages from CUSTOMER and send that request to CUSTOMER using email, or clients or customers who call CUSTOMER on the telephone and ask to ‘opt out’ or clients or customers who tell a CUSTOMER’s employee to ‘opt’ them out. CUSTOMER shall take full responsibility for clients or customers who request to ‘opt out’ and the failure of any employee of CUSTOMER to engage the mechanism provided by TEXT2DRIVE to ‘opt out’ clients or customers.
    5. All templated and/or automated text messages that are authored or created by CUSTOMER shall be submitted to TEXT2DRIVE for written approval via email. TEXT2DRIVE will review the submitted messages and then either make necessary modifications or notify CUSTOMER that the proposed templates or automated messages are in compliance with the TCPA and FCC. Approval by TEXT2DRIVE to CUSTOMER for submitted or proposed text messages shall be provided within forty-eight (48) hours of receipt by TEXT2DRIVE via email. TEXT2DRIVE will not be responsible if any cause of action is initiated by any text recipient of any text message sent by CUSTOMER to any of their customers.
    6. CUSTOMER agrees to indemnify, defend and hold harmless TEXT2DRIVE for any claims, causes of action, damages, costs or expenses (including, without limitation, reasonable attorneys’ fees) that are brought against TEXT2DRIVE by any text recipient who receives a ‘marketing, solicitation, or advertising style text message authored by CUSTOMER, or any agent or affiliate of CUSTOMER, and the text message or text messages results in a cause of action being filed against TEXT2DRIVE by that person or any persons who receive marketing, solicitation, or advertising style text message authored by CUSTOMER, or any agent or affiliate of CUSTOMER.
    7. CUSTOMER shall include within any and all repair order forms presented to any customer of CUSTOMER the following language: “I consent to the receipt of service updates, reminders, promotions and other information related to my vehicle or any future vehicle I may purchase at [DEALER NAME] via text messaging. This cell phone is my phone. I can opt out from receiving text messages by replying STOP to Opt Out.”
    8. If CUSTOMER desires to send a custom text message campaign, either informational text messages or 'marketing/advertising text messages to consumers, then CUSTOMER shall be invoiced twenty cents (20¢) per initial text message sent to a customer of CUSTOMER per campaign.

      TEXT2DRIVE will only transmit text messages which are ‘marketing’ or ‘advertising’ in nature if the CUSTOMER can evidence that CUSTOMER has received the legally required written authorizations from customers of CUSTOMER and that those written authorization demonstrate clearly that those customers of CUSTOMER have agreed to receive marketing type text messages or if CUSTOMER has obtained the required text message ‘double opt-in’ from customers to express their desire to receive text marketing messages.

      TEXT2DRIVE does not warrant or guarantee that any recipient of CUSTOMER text messages, whether transactional, informational, or marketing, will not institute a cause of action naming CUSTOMER as a defendant claiming violations of the Telephone Consumer Protection Act. Text2Drive can only suggest certain procedures and processes which CUSTOMER can put in place to minimize the possibility of any legal action initiated by any text recipient.

      TEXT2DRIVE assumes no responsibility and shall be held harmless and totally indemnified if any text message is sent to any recipient by CUSTOMER and is adjudicated to be non-compliant by any legal entity within the United States.

    9. Software Subscription Agreement Speed Checkout Addendum

      This agreement is entered into by and between Text2Drive/Speed CheckOut, referred to herein as ‘Speed CheckOut,’ and the Client, hereinafter referred to as Dealer. The purpose of this agreement is to define services being provided by Speed CheckOut to Dealer.

      Dealer desires to utilize Speed CheckOut’s Payment Processing platform for the following selected payment acceptance capabilities: Payment Processing platform for the following selected payment acceptance capabilities:

      Dealer desires to provide Dealer’s customers the ability to pay their bills or invoices ‘online”. Speed CheckOut shall provide Dealer access to Online Bill Pay through the Speed Checkout interface portion of Text2Drive thereby allowing Dealer to send a text message to a Dealer’s Customer, which will contain both a unique access code number and an internet hyperlink. Entering the access code, and pressing or activating the delivered hyperlink, shall guide the Dealer’s Customer through specific information screens that customers utilize to obtain a copy of the customer’s repair order and ultimately pay their bill online.

      Dealer has the ability to use Speed Checkout’s Direct processing services or Dealer may use their own merchant service provider. Dealer must provide to Speed CheckOut certain required information and access from the Dealer’s merchant service provider.

      Dealer understands that there will be limitations to the Speed CheckOut capabilities if Dealer uses their own merchant service provider.

      Dealer shall provide Speed CheckOut, via email, the information given to Dealer by Dealer’s merchant service provider.

      The monthly Speed CheckOut fee is separate and apart from whatever monthly fee Dealer may be paying to Text2Drive for ‘bi-directional’ text messaging; but, shall be due on the same payment schedule as the agreed upon payment due dates contained within the Dealer’s Text2Drive agreement. Speed CheckOut only available to Text2Drive customers. A cancellation of the services provided to Dealer by Text2Drive shall immediately result in the cancellation of any and all Speed CheckOut services.

      Speed CheckOut makes no representations or warranties of any kind, express or implied, as to the operation of its software or any internet site used for delivery of Products or Services to Dealer, or the information, content, materials, products (including software) or services included on or otherwise made available to Dealer through Speed CheckOut or any of its Affiliates, unless specified in writing. Dealer expressly agrees that Dealer’s use of Speed CheckOut is at Dealer’s sole risk. To the full extent permissible by applicable law, Speed CheckOut disclaims all warranties, express or implied, including; but, not limited to, implied warranties or merchantability and fitness for a particular purpose. *

      Last Updated 11/1/2021