Terms of Service

1. The agreement

TieCut is a software platform for automotive dealerships that includes lot tracking, service tracking with customer-facing status pages, inventory management, and a deals/CRM workspace with lead intake, customer messaging, document collection, and electronic signatures. These Terms, together with our Privacy Policy and any order or plan you select, form the entire agreement between you and us regarding the Service.

2. Definitions

• "Organization" means the dealership account you create or are invited to, including its members, roles, settings, and data.
• "Authorized User" means an individual you invite and permit to access the Service under your Organization (an owner, admin, manager, staff member, or viewer).
• "End Customer" means a consumer or business that your dealership interacts with through the Service — for example, a lead, buyer, co-buyer, or service customer.
• "Your Content" means all data you or your Authorized Users submit to the Service, including inventory, service tickets, leads, deals, messages, uploaded documents, and End Customer personal information.
• "Service Provider" and "subprocessor" mean a third party we use to help operate the Service, as described in our Privacy Policy.

3. Eligibility & authority

You must be at least 18 years old and able to form a binding contract to use the Service. If you accept these Terms on behalf of a dealership or other entity, you represent that you are authorized to bind that entity, and "you" refers to that entity. The Service is intended for business use by dealerships and their staff, not for personal, household, or consumer use.

4. Accounts & team members

You are responsible for your account, the accuracy of the information you provide, and all activity that occurs under it. You must keep login credentials confidential and notify us promptly of any unauthorized access. Accounts are personal to each Authorized User and may not be shared.

The Organization owner and admins control roles and permissions for Authorized Users (owner, admin, manager, staff, and viewer). You are responsible for the acts and omissions of your Authorized Users, for assigning appropriate access levels, and for promptly removing access when someone leaves your dealership.

5. Plans, billing & taxes

• Subscriptions. Paid plans are sold on a recurring subscription basis and billed in advance through our payment processor, Stripe. By subscribing, you authorize recurring charges to your payment method until you cancel.
• Auto-renewal. Your subscription renews automatically at the end of each billing period at the then-current rate unless you cancel before renewal.
• Plan limits. Plans may include limits such as the number of team members, active tickets, storage, and a monthly text-messaging allowance. Exceeding a limit may require an upgrade or result in additional charges disclosed at the time.
• Price changes. We may change pricing or plan features. We will give you reasonable notice, and changes take effect at your next renewal.
• Taxes. Fees are exclusive of taxes. You are responsible for any sales, use, VAT, or similar taxes, excluding taxes on our income.
• Late or failed payment. If a charge fails or an amount is overdue, we may suspend or downgrade your access until payment is resolved.

6. Trials & complimentary access

We may offer free trials or complimentary access for a limited time. Unless we tell you otherwise, trial access converts to a paid subscription at the end of the trial, and any plan limits and these Terms apply during the trial. We may modify or discontinue trial or complimentary access at any time.

7. Cancellation & refunds

You may cancel your subscription at any time from your billing settings or through the customer portal. Cancellation stops future renewals; your access continues through the end of the current paid period. Except where required by law, fees already paid are non-refundable, and we do not provide partial-period refunds. You are responsible for exporting Your Content before your access ends.

8. Acceptable use

You agree not to, and not to permit anyone to:

• Use the Service in violation of any law, regulation, or third-party right;
• Send messages or collect data without the consent or legal basis required by law;
• Upload malware, attempt to gain unauthorized access, probe or scan the Service, or interfere with its operation or security;
• Reverse engineer, decompile, or attempt to derive source code, except where that restriction is prohibited by law;
• Circumvent usage limits, access controls, or tenant isolation, or attempt to access another Organization's data;
• Resell, sublicense, or provide the Service to third parties except as expressly permitted;
• Use the Service to store or transmit content that is unlawful, infringing, defamatory, or harmful, or to harass or defraud anyone;
• Use the Service to send unlawful, deceptive, or unconsented marketing or telemarketing communications.

We may investigate suspected violations and may remove content or suspend access to protect the Service, our users, or third parties.

9. Customer messaging & TCPA

The Service can send and receive SMS/text messages and other communications to your End Customers on your behalf. You are the sender of those communications and are solely responsible for complying with all applicable laws and carrier requirements, including the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, state telemarketing and "Do Not Call" rules, and mobile carrier and messaging-provider policies (including A2P 10DLC registration).

You represent and agree that:

• You will obtain and maintain all consents required before contacting an End Customer, and will honor opt-out, STOP, and revocation requests promptly;
• You will not message anyone who has opted out, set a do-not-contact preference, or whose number appears on an applicable suppression or Do Not Call list;
• Your messages will accurately identify your dealership and include any legally required disclosures and opt-out instructions;
• You will use messaging only for purposes permitted by your messaging registration and applicable law.

We provide messaging tools but do not provide legal advice on compliance, and we are not responsible for messages you choose to send. You will indemnify us for claims arising from your messaging, as described below.

10. Your data & content

As between you and us, you own and retain all rights to Your Content. You grant us a worldwide, non-exclusive license to host, store, copy, process, transmit, and display Your Content solely to provide, maintain, secure, and improve the Service for you, to provide support, and as otherwise permitted in our Privacy Policy. You are responsible for the accuracy and legality of Your Content and for having the rights and consents necessary for us to process it.

We do not sell Your Content. We may create and use aggregated or de-identified data that does not identify you or any individual to operate and improve the Service.

11. End-customer data

The Service lets you collect personal and sensitive information about End Customers — including names, contact details, addresses, dates of birth, driver's license details, trade-in information, and identity and financing documents collected through secure links. With respect to that information, you act as the controller (or business) and we act as your processor (or service provider). You are responsible for:

• Providing End Customers with any required privacy notices and obtaining any required consents;
• Ensuring you have a lawful basis to collect, upload, and process End Customer information through the Service;
• Responding to End Customers' privacy requests regarding the data you control;
• Configuring access, roles, and retention appropriately for the sensitivity of the data you collect.

We process End Customer information on your instructions as described in our Privacy Policy, apply the security and retention controls described there, and will reasonably assist you with your compliance obligations.

12. Our intellectual property

The Service, including its software, design, and the TieCut name and logos, is owned by us and our licensors and is protected by intellectual property laws. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable right to access and use the Service during your subscription. We reserve all rights not expressly granted.

If you send us feedback or suggestions, you grant us a perpetual, royalty-free license to use them without restriction or obligation to you.

13. Third-party services

The Service relies on third-party providers (for example, hosting, database, storage, payment, messaging, and mapping providers) and may integrate with services you choose to connect, such as listing marketplaces that deliver leads to your account. Your use of a third-party service is governed by that provider's terms, and we are not responsible for third-party services or content. A current list of our subprocessors is in our Privacy Policy.

14. Confidentiality

Each party may receive non-public information of the other. The receiving party will use the disclosing party's confidential information only to perform under these Terms and will protect it with reasonable care. This does not apply to information that is public through no fault of the receiving party, independently developed, or required to be disclosed by law (with notice where permitted).

15. Availability & changes

We work to keep the Service available and reliable, but we do not guarantee uninterrupted or error-free operation. We may modify, add, or remove features, and we may perform maintenance that temporarily affects availability. We may also offer beta or preview features "as is" and may discontinue them at any time.

16. Disclaimer of warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED OR SECURE, OR THAT DEFECTS WILL BE CORRECTED. SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS, SO SOME OF THESE MAY NOT APPLY TO YOU.

17. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR YOUR PAYMENT OBLIGATIONS AND EACH PARTY'S INDEMNIFICATION OBLIGATIONS, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICE WILL NOT EXCEED THE AMOUNTS YOU PAID US FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY.

18. Indemnification

You will defend, indemnify, and hold harmless TieCut and its officers, employees, and agents from any claims, damages, liabilities, and expenses (including reasonable legal fees) arising out of or related to: (a) Your Content; (b) your use of the Service; (c) your messaging or other communications to End Customers; (d) your violation of these Terms or any law; or (e) your violation of the rights of any third party, including any End Customer.

19. Term & termination

These Terms apply while you use the Service. You may stop using the Service and close your account at any time. We may suspend or terminate your access if you materially breach these Terms, fail to pay, or use the Service in a way that risks harm to us, other users, or third parties.

On termination, your right to use the Service ends. You may request an export of Your Content for a limited period after termination, after which we may delete it in the ordinary course, subject to backups and any legal retention requirements described in our Privacy Policy. Provisions that by their nature should survive (including ownership, disclaimers, limitation of liability, indemnification, and governing law) will survive.

20. Suspension

We may suspend the Service or an Authorized User's access immediately if we reasonably believe there is a security risk, a violation of the Acceptable Use section, a risk of legal liability, or non-payment. We will try to give notice where practical and will restore access once the issue is resolved.

21. Changes to these terms

We may update these Terms from time to time. If we make material changes, we will provide notice — for example, by posting the updated Terms with a new effective date or notifying you in the Service or by email. Changes take effect when posted unless stated otherwise. Continued use after a change means you accept the updated Terms.

22. Governing law & disputes

These Terms are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Delaware for any dispute that is not subject to arbitration or that the parties agree to bring in court. Before filing a claim, the parties will try in good faith to resolve the dispute informally by contacting each other.

23. General

• Entire agreement. These Terms and the documents they reference are the entire agreement between you and us and supersede any prior agreements on this subject.
• Assignment. You may not assign these Terms without our consent. We may assign them in connection with a merger, acquisition, or sale of assets.
• Severability & waiver. If any provision is unenforceable, the rest remain in effect. Our failure to enforce a provision is not a waiver.
• Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.
• Notices. We may send notices to the email on your account; you may send legal notices to [email protected].
• Relationship. The parties are independent contractors; these Terms create no partnership, agency, or employment relationship.

24. Contact

Questions about these Terms? Contact Syntaxs, Inc. at [email protected] or [email protected].

Syntaxs, Inc.
1300 South Blvd STE 30071, Charlotte, NC 28203