This Agreement governs participation by automobile dealerships and their authorized representatives ("Dealer") in the ZenCar platform. By creating or using a Dealer account, accessing Customer vehicle requests, submitting an offer, accepting Customer information, paying any applicable Platform fee, or otherwise participating in the Platform, Dealer acknowledges that it has read, understood, and agrees to be bound by this Agreement.
ZenCar operates a technology-based vehicle-request platform designed to connect prospective vehicle customers with participating independent automobile dealerships. Customers may submit vehicle requests containing desired vehicle specifications and other transaction preferences. Participating Dealers may review eligible requests and submit offers through the Platform.
ZenCar provides the technology and communication infrastructure through which Customers and Dealers may connect. Except where expressly stated otherwise in writing, ZenCar does not own, purchase, sell, lease, finance, inspect, repair, transport, warrant, or take possession or title to vehicles offered by Dealers.
Dealer is an independent business and is not an employee, agent, representative, partner, franchisee, joint venturer, or affiliate of ZenCar. Nothing in this Agreement creates an agency, employment, partnership, fiduciary, franchise, or joint-venture relationship between Dealer and ZenCar. Dealer has no authority to make representations, warranties, commitments, or agreements on behalf of ZenCar, and shall not represent to any Customer or third party that Dealer is employed by, owned by, operated by, or acting as an agent of ZenCar.
Dealer represents and warrants that it maintains all licenses, registrations, permits, insurance, bonds, and other governmental or regulatory authorizations required to conduct its automobile business in every jurisdiction in which it operates. Dealer is solely responsible for compliance with all applicable laws, including those governing automobile sales and leasing, advertising, consumer protection, financing, credit, privacy, vehicle registration, titles, taxes, fees, warranties, disclosures, recalls, and trade-ins. ZenCar does not assume responsibility for Dealer's legal or regulatory compliance, and Dealer shall notify ZenCar immediately if any required license or authorization is suspended, revoked, restricted, or becomes invalid.
Dealer is responsible for ensuring only authorized individuals access its account, and accepts responsibility for all offers, communications, and activity submitted through it. Dealer shall maintain the confidentiality and security of its account credentials and promptly notify ZenCar of suspected unauthorized access.
A Customer vehicle request represents the Customer's requested transaction parameters and does not constitute a binding obligation by the Customer to purchase or lease a vehicle. Dealer is responsible for determining whether it can reasonably satisfy a request before submitting an offer.
Every offer submitted through ZenCar shall be made in good faith and shall contain information Dealer reasonably believes to be complete and accurate at the time submitted. Dealer shall not knowingly submit false, misleading, deceptive, incomplete, artificially low, or bait-and-switch pricing to obtain Customer information or generate leads, and is responsible for clearly identifying any material qualifications, exclusions, expiration periods, incentives, rebates, financing requirements, or other conditions applicable to an offer.
Where ZenCar utilizes a one-offer format, Dealer understands it may submit only one offer per Customer request, and should submit the most competitive bona fide offer it is willing and reasonably able to provide. ZenCar is not obligated to permit modification, replacement, negotiation, or resubmission of an offer after submission.
If a submitted offer contains a material error or can no longer reasonably be honored, Dealer shall promptly notify ZenCar and, where Customer information has already been released, the Customer. Dealer shall not intentionally submit an offer it does not intend to honor to obtain Customer contact information. Repeated failure to honor legitimate offers may result in suspension or termination of access to ZenCar.
A Customer's selection of a Dealer offer identifies the offer the Customer wishes to pursue, but does not itself transfer ownership, execute financing or a lease, or complete the underlying transaction. The final transaction remains subject to Dealer's documentation, required disclosures, signatures, payment, financing approval, and other legal requirements.
Customer personal information may be withheld from Dealer until applicable conditions are satisfied. Dealer shall not attempt to circumvent ZenCar's information controls. Once properly provided, Dealer may use Customer information only for legitimate purposes tied to the request, the resulting transaction, required communications, or servicing the Customer relationship. Dealer shall maintain reasonable safeguards to protect Customer information and shall not sell it or use it for unlawful or unauthorized purposes.
Dealer agrees to pay all applicable ZenCar Platform fees disclosed before the charge becomes due. The Platform fee compensates ZenCar for access to its technology and services and is separate from the vehicle transaction itself. Unless otherwise stated or required by law, earned Platform fees are non-refundable.
Dealer shall not knowingly use information obtained through ZenCar to circumvent applicable Platform fees or technological controls, or encourage a Customer to manipulate, cancel, falsify, or bypass a request to avoid a properly earned fee. This does not prohibit Dealer and Customer from communicating or completing their transaction directly once ZenCar has properly connected them.
Dealer is solely responsible for the vehicles it offers and for all representations made about them, including legally required disclosures regarding condition, mileage, title status, damage, repairs, warranties, recalls, and equipment. ZenCar does not independently inspect or certify Dealer vehicles.
Dealer is solely responsible for determining and disclosing all legally required pricing information, including taxes, registration charges, title fees, documentation fees, and other governmental charges, and shall not attribute Dealer-imposed charges to ZenCar unless actually imposed by ZenCar.
ZenCar is not a lender and does not guarantee financing or lease approval. Dealer and its lenders or lessors are solely responsible for credit decisions, financing and lease terms, rates, residual values, disclosures, and regulatory compliance.
Any appraisal, valuation, purchase, payoff, or acceptance of a Customer trade-in is between Dealer and Customer. Dealer is responsible for inspecting and valuing trade-ins and complying with applicable laws governing trade-in transactions, liens, payoffs, titles, and disclosures.
Dealer and Customer are responsible for arranging vehicle delivery or transportation unless ZenCar expressly agrees otherwise in writing. ZenCar is not responsible for loss, theft, delay, damage, or other claims arising from transportation performed by Dealer or a third party, except where liability cannot legally be excluded.
Dealer is solely responsible for warranties, service contracts, return rights, repair obligations, and other post-sale responsibilities. ZenCar does not provide a vehicle warranty merely because a vehicle or offer appeared through the Platform.
Disputes concerning the underlying transaction — pricing, condition, financing, trade-in value, delivery, title, registration, warranties, repairs, taxes, fees, or Dealer representations — are primarily between Dealer and Customer. ZenCar may assist with communications but is not obligated to adjudicate such disputes.
Dealer shall not use ZenCar to submit knowingly false or misleading offers; engage in bait-and-switch practices; impersonate another dealership or individual; access Customer information without authorization; violate applicable consumer-protection, advertising, privacy, or automotive laws; interfere with the Platform's operation or security; scrape or improperly obtain Platform or Customer data; introduce malicious software; misuse ZenCar's trademarks or intellectual property; or engage in fraudulent, abusive, deceptive, or unlawful conduct.
ZenCar reserves the right to restrict, suspend, or terminate Dealer's access for violations of this Agreement, suspected fraud, misuse of Customer information, repeated failure to honor offers, nonpayment of fees, regulatory or security concerns, or conduct ZenCar reasonably determines may harm Customers, other Dealers, or the Platform.
ZenCar does not guarantee any minimum number of requests, accepted offers, leads, sales, revenue, geographic exclusivity, or other business opportunities.
ZenCar does not guarantee uninterrupted or error-free Platform access, and may modify, update, suspend, or discontinue functionality subject to applicable obligations.
ZenCar and its licensors retain all rights in the ZenCar name, trademarks, software, Platform design, and other intellectual property. Dealer receives only a limited, revocable, non-exclusive, non-transferable right to use the Platform for legitimate participation.
To the fullest extent permitted by law, Dealer agrees to defend, indemnify, and hold harmless ZenCar from third-party claims arising from Dealer's violation of this Agreement or applicable law, Dealer's vehicle or transaction with a Customer, Dealer's representations or obligations, Dealer's misuse of Customer information, or Dealer's fraud, negligence, or willful misconduct.
To the fullest extent permitted by law, ZenCar shall not be responsible for indirect, incidental, special, exemplary, punitive, or consequential damages arising from Dealer's use of the Platform or a transaction between Dealer and Customer, nor for the acts or omissions of Customers, other Dealers, lenders, manufacturers, transportation providers, or other independent third parties.
ZenCar does not guarantee the identity, creditworthiness, purchasing ability, financing eligibility, seriousness, conduct, or accuracy of information supplied by any Customer. Dealer remains responsible for whatever verification is reasonably necessary before completing a transaction.
Dealer consents to receiving agreements, notices, and other Platform communications electronically where permitted by law. ZenCar may maintain electronic records of Dealer activity, including offers, acceptance events, payment records, and agreement acceptance.
ZenCar may update this Agreement from time to time and, where required, will provide notice of material changes and may require affirmative re-acceptance before continuing to use certain functionality.
Dealer may discontinue use of ZenCar subject to outstanding obligations. Termination does not eliminate fees or obligations that became due before termination. Provisions that by their nature should survive termination — including payment obligations, intellectual-property protections, confidentiality, indemnification, and limitations of liability — survive to the extent permitted by law.
Governing law, venue, arbitration requirements, and other dispute-resolution procedures applicable to this Agreement are established in ZenCar's final Terms and legal documentation.
This Agreement, together with any incorporated ZenCar policies expressly applicable to Dealer's use of the Platform, constitutes the agreement between ZenCar and Dealer regarding Dealer's participation. If any provision is unenforceable, the remaining provisions continue in effect.
By checking the acceptance box, the individual accepting on behalf of Dealer represents that they are authorized to bind the participating dealership; that Dealer has reviewed and agrees to this Agreement; that Dealer understands ZenCar provides a technology platform and is not the seller or purchaser of Dealer's vehicles; that Dealer is responsible for the accuracy and legality of its offers and transactions; that Dealer agrees to pay applicable ZenCar Platform fees; and that Dealer agrees to comply with applicable federal, state, and local laws.