Gubagoo App Terms of Use
Last Updated October 17, 2024
These Dealership Terms of Use (“Terms”) form part of an agreement between Gubagoo Inc. (“Gubagoo”) a Florida company, and an automotive dealership (the “Dealership”). You (“You”) are a member of the Dealership Staff, as defined below. These Terms govern Your and Dealership’s use of the services that Dealership has subscribed to pursuant to the agreement between Gubagoo and Dealership (“Services”). In this document, capitalized words that aren’t otherwise defined have the following meanings:
"Consumer" means an actual or potential consumer of Dealership’s goods and/or services who engages with the Gubagoo platform.
"Chat Services" means both: i) the implementation of the Chat Widget on Dealership’s website, and/or ii) one or more Chat Specialists communicating with a Consumer on behalf of the Dealership, either through one or all of the following: the Chat Widget, SMS, email, phone, or other digital messaging application.
"Chat Specialist" means a person working for Gubagoo to provide Chat Services.
"Chat Widget" means the Gubagoo software application that is displayed to the Consumer on the Dealership’s website(s) that enables the Consumer to engage in a live chat.
"Documentation" means any manuals, technical information, or explanatory materials provided by Gubagoo relating to the Services.
"Dealership Staff" means persons working for Dealership’s benefit, and/or at Dealership’s direction, whether as employees, contractors, or otherwise, excluding Chat Specialists
"Third-Party Partners" means third parties that Gubagoo works with to provide additional functionality or content, and/or to offer additional products and services to Consumers and/or Dealership, including without limitation: lenders, credit agencies, and vehicle valuation providers.
"User" means anyone interacting with the Services including Consumers and Dealership Staff.
1. Gubagoo’s Role
Gubagoo does not manufacture, distribute, sell, repair, lease, or otherwise deal in vehicles. Gubagoo provides the Services to connect the Dealership with Consumers. Gubagoo works with Third-Party Partners, to provide Dealership, You, and Consumers, with information. Gubagoo is not responsible for any information provided to You through the Services by Consumers or by Third-Party Partners. Gubagoo does not guarantee the accuracy or currency of any information communicated on or through the Services, including without limitation information about vehicle prices, model features, or payment plans. This information is provided or linked to for Your and/or Dealership’s convenience, and You and/or Dealership use it at Your own risk.
2. Use of the Services
Subject to the restrictions and conditions set forth herein, Gubagoo grants to You the nonexclusive, non-transferable right to access, use, display, run, or otherwise interact with the Services through an Internet connection on a device authorized by the Dealership. The Services are licensed, not sold.
The Chat Services are intended to facilitate conversation between Gubagoo and third party customers or Dealership staff and third party customers (“IM Content”). As a user of the chat function, You agree to create IM Content in a respectful manner and to adhere to these Terms.
The license granted herein is limited by the agreement between Gubagoo and the Dealership (the “Dealership Agreement”). You agree to comply with the Dealership Agreement. Any software provided along with the Services that is associated with a separate end-user license agreement is licensed to You under the terms of that license agreement.
You acknowledge that the Services contain proprietary content, information, and materials that are protected by applicable intellectual property and other laws, including, but not limited to, copyright.
The license does not permit use of the Services except as expressly permitted.This license does not allow You to use Services on any device except as authorized by the Dealership.
You understand that by using any of the Services, You may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language, and that the results of any search or entering of a particular URL may automatically and unintentionally generate links or references to objectionable material. Nevertheless, You agree to use the Services at Your sole risk and that Gubagoo shall not have any liability to You for content that may be found to be offensive, indecent, or objectionable.
Certain Services may display, include or make available content of Third Party Partners or provide links to certain third party web sites. By using the Services, You acknowledge and agree that Gubagoo is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect of such content of Third Party Partners or web sites.
YOU ACKNOWLEDGE AND AGREE THAT THE USE OF THE LICENSED APPLICATION IS AT YOUR SOLE RISK.
3. Ownership
You may only use the Services and/or Documentation to carry out Your duties as a member of Dealership Staff. Your use of the Services is at all times subject to these Terms. Gubagoo reserves the right to terminate or modify the license granted herein, without notice for any reason. You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages, or other materials (“Content”) that You upload, post, publish, display (hereinafter, “Upload”), or email or otherwise use via the Services. You agree to not use the Services to:
interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies, or regulations of networks connected to the Services;
violate any applicable local, state, national, or international law, or any regulations or for any unlawful purpose. You may not use the Services to send unsolicited messages in violation of applicable law. ;
violate any patent, trademark, trade secret, copyright, right to privacy, publicity, or other proprietary right of any party. These Terms do not grant You any rights in connection with any trademarks or service marks of Gubagoo;
separate the Services’ component parts for use on more than one device. Use of the Services may require Internet access and acceptance of additional terms of service;
further or promote any criminal activity or enterprise or provide instructional information about illegal activities;
obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Services;
defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of publicity or privacy) of others;
send or otherwise make available any inappropriate Content, including profane, defamatory, obscene, abusive, racist, indecent, or unlawful Content;
send or store material containing software viruses or other malware;
impersonate any person or entity or make any false statements regarding any agency or affiliation with any entity or create a false identity; or
do any other thing that may create liability for, or damage the interests of, Gubagoo, the Dealership, Third-Party Partners, or Consumers.
You agree not to display, distribute, reverse engineer, disassemble, de-compile, reverse assemble, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer, upload, or otherwise attempt to create or discover, by any means, any aspects of the Services, including, but not limited to, source code, screen prints, user interface, user output, reports, report format, report content, reflexes, behaviors, internal logic, edits, data field content, integration to other programs, overall design, or object code. In addition, if You breach this restriction, You may be subject to prosecution and damages.
You agree to release, indemnify, and hold Gubagoo, its affiliates, and their officers, employees, directors, and agents harmless from and against any and all losses, damages, expenses (including reasonable attorneys’ fees), rights, claims, allegations, actions of any kind, or injury (including death) arising out of or relating to Your use of the Services, Your violation of these Terms, Your Content (as defined herein), or Your violation of any rights of any other individual or entity. If You are a California resident, You waive California Civil Code Section 1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” If You are a resident of another jurisdiction, You waive any comparable statute or doctrine, to the extent it may be waived at law.
You are responsible for maintaining the confidentiality of Your password and account, if any, and are fully responsible for any and all activities that occur when You, or anyone else, access the Services using Your account. You agree to immediately notify Gubagoo of any unauthorized use of Your account or any other breach of security. Gubagoo will not be liable for any loss or damage arising from Your failure to comply with these requirements.
If You use the Services on a mobile device, You may incur data, voice, or text messaging charges. As between You and Gubagoo, these charges are Your sole responsibility.
Certain features of the Services may require that You or Dealership have accounts or agreements with other service providers. Dealership’s or Your access to and use of those features is conditioned on the validity of those agreements and Gubagoo being given any reasonably requested assistance by Dealership, You, or the other service provider.
Certain Services contain features that allow Dealership and Dealership Staff to communicate with Consumers through SMS, email, and phone. You and Dealership agree that:
Gubagoo is not responsible for the security and/or operability of any SMS, email, or phone system; and
Laws in various jurisdictions govern marketing communications (including without limitation, by SMS, email, or phone), and in some cases may forbid them entirely, and You and Dealership represent and warrant that You and Dealership will comply with any such law.
4. Intellectual Property Rights
The Services and Documentation contain or reflect content or features (“Services Content”) that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. All title, copyrights, and other intellectual property rights in the Services (including, but not limited to, any images, photographs, animations, video, audio, music, text, and “applets”), the accompanying printed materials, and any copies of the Services are owned by Gubagoo or its licensors. All title and intellectual property rights in and to the content that may be accessed through use of the Services is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. Except as expressly provided, these Terms grant You no rights to use such content and no other rights in such content. These Terms do not grant to You ownership of the content. Except as expressly authorized by Gubagoo, You agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Services or the Services Content, in whole or in part. You agree that You will not engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods in connection with the Services. If You are blocked by Gubagoo from accessing the Services (including, but not limited to, blocking Your IP address), You agree not to implement any measures to circumvent such blocking (including, but not limited to, masking Your IP address or using a proxy IP address). Any use of the Services or the Services Content other than as specifically authorized herein is strictly prohibited.
The Gubagoo name and logos are trademarks and/or service marks of Gubagoo (collectively the “Gubagoo Trademarks”). Other company, product, and service names and logos used and displayed via the Services may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Gubagoo. Nothing in these Terms, or the Services, should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Gubagoo Trademarks displayed on the Services without Gubagoo’s prior written permission in each instance. All goodwill generated from the use of Gubagoo Trademarks will inure to Gubagoo’s exclusive benefit.
In using the Services, You may Upload Content (“Your Content”). You agree that You are solely responsible for Your Content. By Uploading Your Content You grant Gubagoo a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify, and otherwise use Your Content in connection with the operation of the Services or the promotion, advertising, or marketing thereof, in any form, medium, or technology now known or later developed. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information about the Services (“Submissions”), provided by You to Gubagoo are non-confidential and Gubagoo will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, including, without limitation, to correct errors or add functionality to the Services, without acknowledgment or compensation to You.
You acknowledge that Gubagoo may collect and store Your personal information and behavior within the Services, and You hereby consent to such collection and storage. Gubagoo will collect, store, and analyze data about how Users, including Dealership Staff, interact with the Services. You and Dealership acknowledge that Gubagoo shall have the right to use such data to improve the Services, or for any other lawful purpose, without credit or payment to Users.
You acknowledge and agree that Gubagoo: 1) may preserve Content; and 2) may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws, or government requests; (b) enforce these Terms; (c) respond to claims that any Content violates the rights of third parties; or (d) protect the rights, property, or safety of Gubagoo, Users, or the public.
You may be able to access or interact with the Services via various online third party services, such as social media and social networking services like Facebook, Twitter, or Google (“Social Networking Services”). To take advantage of this feature and capabilities, Gubagoo may ask You to authenticate, register for, or log into Social Networking Services on the websites of their respective providers. As part of such integration, the Social Networking Services will provide Gubagoo with access to certain information that You have provided to such Social Networking Services, and Gubagoo will use, store, and disclose such information in accordance with our Privacy Policy.
5. Safeguards
The Federal Trade Commission (FTC) Standards for Safeguarding Customer Information (16 CFR Part 314) (the “Safeguards Rule”) applies to parties considered to be financial institutions within the FTC’s jurisdiction under the Gramm-Leach-Bliley (GLB) Act. The Safeguards Rule requires those parties to secure records and information from and about customers. This Section applies to the extent You or Dealership are subject to the Safeguards Rule, You or Dealership share with Gubagoo Your or Dealership’s “Customer Information” (as defined in the Safeguards Rule), and in circumstances in which Gubagoo is a “Service-Provider” (as defined in the Safeguards Rule) with regard to such information.
Gubagoo will implement and maintain safeguards appropriate to protect the security, confidentiality, and integrity of Your and/or Dealership’s Customer Information.
You and/or Dealership will develop, implement, and maintain a comprehensive information security program sufficient to ensure the security, integrity, and confidentiality of Customer Information of the type shared with or disclosed to Gubagoo. It is also Your and/or Dealership’s responsibility to: (i) disclose to Gubagoo any relevant risks You and/or Dealership identify regarding Your and/or Dealership’s Customer Information; and (ii) identify the employee(s) who coordinate Your and/or Dealership’s Information Security Program.
You and Dealership are solely responsible for Your compliance obligations under the Safeguards Rule. Gubagoo’s provision of products and services to You and Dealership does not constitute, nor shall it be deemed to constitute, a guarantee that Dealerhip’s business is in compliance with any statute or regulation. Gubagoo’s review or approval of any of Dealership’s systems, applications, processes, or procedures does not constitute, nor shall it be deemed to constitute, the assumption by Gubagoo of any responsibility or liability for compliance by Dealership with any statute or regulation.
You and Dealership agree that You and Dealership, and third parties acting on Your and Dealership’s behalf, have no right or authority to access or audit Gubagoo’s systems, applications, processes, procedures, or practices, except to the extent specifically authorized by Gubagoo.
You and Dealership agree that Gubagoo may provide any information collected by Gubagoo or provided by You or Dealership hereunder to Gubagoo’s third-party service providers as necessary to provide the Services. This includes personally identifiable information.
6. Disclaimer of Warranties
YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE GREATEST EXTENT PERMISSIBLE BY LAW, GUBAGOO EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. GUBAGOO MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) ACCESS TO THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS. GUBAGOO DOES NOT WARRANT OR ENDORSE AND DOES NOT ASSUME AND WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY TO YOU OR ANY OTHER PERSON FOR ANY SERVICES, THIRD PARTY MATERIALS, OR WEB SITES OR FOR ANY OTHER MATERIALS, PRODUCTS, OR SERVICES OF THIRD PARTIES. WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE THAT ALL INFORMATION RELATED TO VEHICLES AVAILABLE ON THE SERVICES IS SUPPLIED BY THE DEALERSHIP, USERS, OR THIRD-PARTY PARTNERS. GUBAGOO MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, TO ANY ACTUAL OR PROSPECTIVE PURCHASER OR OWNER OF ANY VEHICLE AS TO THE EXISTENCE, OWNERSHIP, OR CONDITION OF ANY VEHICLE, OR AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION ABOUT A VEHICLE ADVERTISED ON THE SERVICES. GUBAGOO CANNOT AND DOES NOT VERIFY OR WARRANT THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. GUBAGOO RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO CORRECT ANY ERROR OR OMISSION IN THE SERVICES OR IN THE INFORMATION AND CONTENT ACCESSIBLE THROUGH THE SERVICES.
7. Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT GUBAGOO WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF GUBAGOO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, GUBAGOO’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION IS LIMITED TO THE LESSER OF a)THE AMOUNT PAID BY YOU FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CAUSE OF ACTION; OR b) ONE HUNDRED DOLLARS ($100.00). IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES.
8. Dispute Resolution
All claims, disputes, or controversies brought by You and arising out of or relating to these Terms will be submitted to mandatory arbitration in accordance with the commercial rules of the American Arbitration Association (“AAA”). All arbitrators shall be attorneys and shall swear an oath of neutrality. After the arbitration proceeding has been completed, either party may seek enforcement of the award in accordance with the Federal Arbitration Act. Aside from filing or other fees required to initiate the arbitration, all fees of the arbitration will be split evenly between the parties unless an award is made by the arbitrators as otherwise allowed by these Terms. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of these Terms and the arbitrability of the dispute between the parties. If a party does not pay its respective share of arbitration fees, then all claims (including counterclaims) of the non-paying party shall be dismissed by the arbitrators or AAA, and the non-paying party shall not be allowed to bring any further claims in the arbitration for affirmative relief. The non-paying party may still participate in the arbitration to defend claims brought against it. No claims or disputes between the parties may be resolved by class action or class arbitration. The parties agree that any arbitration proceeding will take place in Harris County, Texas, unless otherwise agreed in writing by the Parties. You agree to reimburse Gubagoo for any and all expenses, including reasonable attorneys' fees, that Gubagoo may incur in undertaking the remedies provided for by these Terms and in the enforcement of these Terms.
9. General Terms
These Terms are governed by the lawS of the State of Texas, without regard to its conflict of law rules or principles. The failure of Gubagoo to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Notwithstanding any other provision in these Terms, You agree that Gubagoo may seek injunctive relief to enforce these Terms or restrain their breach in any court of competent jurisdiction. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the other provisions of these Terms remain in full force and effect. You may not assign, license, delegate, sublicense, or transfer these Terms or any of Your rights or obligations without the express written consent of an officer of Gubagoo. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or these Terms must be filed within one (1) year after such claim or cause of action arose. This limitation shall not apply to collection of any accrued amounts owed by Dealership to Gubagoo. If Gubagoo is prevented from performing its duties as a result of an event of force majeure, Gubagoo’s failure to perform will not be considered a breach of these Terms, and its performance will be excused for the duration of the force majeure event. An event of “force majeure” refers to an act of God, war, pandemic, epidemic, natural disaster, and other events beyond Gubagoo’s reasonable control. At Gubagoo, we respect the privacy of our users. For details please see our Privacy Policy at https://www.gubagoo.com/privacy-policy. By using the Services, You consent to our collection and use of personal data as outlined therein. Gubagoo may be contacted as follows:
Gubagoo Inc.