These Terms of Use ("Terms") govern access to and use of the Dealer Sales Solutions ("DSS," "we," "us," or "our") vendor portal (the "Portal") by any vendor, supplier, or business partner ("Vendor," "you," or "your"). By creating an account, signing in, or otherwise accessing the Portal, you agree to be bound by these Terms. If you do not agree, do not access or use the Portal.
Acceptance of Terms
By clicking "I Agree and Sign In" (or equivalent action) at sign-in, you acknowledge that:
- You have read and understood these Terms;
- You have the authority to bind the business entity you represent to these Terms; and
- Your acceptance is recorded, including the date, time, IP address, and version of these Terms accepted.
Electronic Signatures and Binding Acceptance
Vendor agrees that actions taken through the Portal, including submitting inventory data, accepting a purchase order, or placing an order, constitute a legally binding electronic act with the same force and effect as a physical signature, to the fullest extent permitted under the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and applicable state law, including the Uniform Electronic Transactions Act (UETA).
Account Access and Security
- Vendor accounts are provided for use by authorized representatives of your business only.
- You are responsible for maintaining the confidentiality of your login credentials and for all activity occurring under your account.
- You agree to notify DSS promptly of any unauthorized use of your account.
Scope of Use
The Portal is provided to facilitate:
- Submission and management of parts pricing, availability, and inventory data;
- Participation in DSS programs, including the Obsolescence Purchasing Program; and
- Order processing, fulfillment coordination, and related communications between Vendor and DSS.
Use of the Portal for any purpose outside this scope, including unauthorized data scraping, reverse engineering, or reselling access, is prohibited.
License and Intellectual Property
Subject to these Terms, DSS grants Vendor a limited, non-exclusive, non-transferable, revocable license to access and use the Portal solely for the purposes described in Section 4 (Scope of Use). DSS retains all right, title, and interest in and to the Portal, including all associated software, technology, and content. No other rights are granted to Vendor by implication or otherwise.
Data and Confidentiality
- Pricing, inventory levels, and other business data submitted through the Portal may be used by DSS to facilitate purchasing, sales, and consulting services.
- DSS will not share Vendor-specific pricing or inventory data with competing vendors.
- Vendor agrees to keep any non-public DSS pricing, program terms, or system information confidential.
- Any customer personal information Vendor accesses through the Portal in connection with order fulfillment is confidential and may be used solely for that purpose, subject to applicable privacy law.
Orders and Transactions
- Any pricing, quantities, or terms submitted through the Portal are subject to confirmation and acceptance by DSS before becoming binding.
- Payment terms, invoicing, and remittance details are governed by the applicable purchase order or separate vendor agreement, where one exists. Where no separate signed agreement exists, the terms communicated through the Portal at time of order apply.
Disclaimers and Limitation of Liability
- The Portal is provided "as is" without warranties of any kind, express or implied.
- DSS is not liable for indirect, incidental, or consequential damages arising from use of, or inability to use, the Portal.
Termination
- DSS may suspend or terminate Portal access at any time, with or without cause, including for violation of these Terms. Vendor may discontinue use of the Portal at any time.
- Termination or suspension of Portal access does not affect either Party's rights or obligations arising from transactions that became binding prior to the effective date of termination.
Changes to These Terms
DSS may update these Terms from time to time. Material changes will require Vendor to re-accept the updated Terms at next sign-in before continuing to use the Portal. DSS determines in its reasonable discretion whether a change is material. Continued use after non-material changes constitutes acceptance.
Governing Law and Dispute Resolution
These Terms are governed by the laws of the State of Florida, without regard to conflict of law principles. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Orange County, Florida for any dispute arising under these Terms.
Contact
Questions about these Terms can be directed to legal@dealersalessolutions.com.