Terms of Service

By accepting this Terms of Service, you allow Prograuto LLC to monitor and extract any and all of your digitally published inventory data on a scheduled, consistent basis from any and all relevant environments including but not limited to: your dealership’s publicly advertised website domain and subdomains; your dealership’s 3rd-party listing site URLs such as but not limited to; Autotrader.com, CarGurus.com, Cars.com, etc. and digital marketplaces such as; Amazon.com, Facebook.com, etc.

Further, you authorize Prograuto LLC to utilize the inventory data to make recommendations to you based on rules and thresholds. You authorize Prograuto LLC to use inventory data on your behalf and produce additional digital resources that may facilitate or further develop Prograuto LLC’s software and subscription offerings. You authorize Prograuto LLC to publish inventory data on an anonymous basis only to other Prograuto LLC clients including but not limited to; Pulse Alerts, Market Pulse, and the Port API.

Pulse Alerts (Pulse Alerts, Pulse Local Alerts, Pulse Listing Alerts)

Pulse Alerts, Pulse Local Alerts and Pulse Listing Alerts are for internal use only. Prograuto LLC is not responsible for the business and/or merchandising decisions dealer clients and/or his subsidiaries take upon receiving any such Pulse Alert email(s).

Pulse Alerts are intended for the email recipient only. Prograuto LLC does not authorize any Pulse Alert emails to be forwarded, printed and shared, printed and mailed, redistributed, or resold to any other recipient(s) outside the domain of the specific dealership. Pulse email alerts are not to be shared with any persons or email accounts other than the recipient’s auto group or owning dealer.

General Terms

Prograuto LLC owns and operates the Pulse Software Service, Pulse Alerts Subscription Service and Port API Service.

Paid subscriptions will be automatically charged on a monthly basis. You can cancel anytime, but there are no refunds.  The Terms of Service, Prograuto Service itself, and our prices can change at any time. We’ll try to warn you 30 days in advance of any price changes. We’ll try to warn you about major changes to the Terms of Service or Prograuto Service, but we make no guarantees.

Reuse

This document is an adaptation of the Heroku Terms of Service , which is in turn an adaptation of the Google App Engine Terms of Service . The original work has been modified with permission under the Creative Commons Attribution 3.0 License . Neither Heroku, Inc. nor Google, Inc. is not connected with and does not sponsor or endorse Prograuto LLC or its use of the work.

You’re welcome to adapt and use this document for your own needs. It derives from this document.

Your Agreement with Prograuto LLC

Your use of any of Prograuto’s products, subscriptions or technology is governed by this agreement (the “Terms”). “Prograuto” means Prograuto LLC, a Virginia limited liability company. The “Service” means the services Prograuto LLC makes available, including our Pulse software interface, our Pulse Alerts subscription service, our application programming interface (“API”), and any other software, sites, and services offered by Prograuto LLC in connection to the service.

In order to use the Service, You (the “Customer”, “You”, or “Your”) must first agree to the Terms. You understand and agree that Prograuto LLC will treat Your use of the Service as acceptance of the Terms from that point onwards.

Prograuto LLC may make changes to the Terms from time to time. You may reject the changes by terminating Your account. You understand and agree that if You use the Service after the date on which the Terms have changed, Prograuto LLC will treat Your use as acceptance of the updated Terms.

If you have any question about the Terms, please contact us at Support@prograuto.com

Your Account

Use of the Service

Service Policies and Privacy

The Service shall be subject to the privacy policy for the Service available at https://prograuto.com/privacy-policy. You agree to the use of Your data in accordance with Prograuto LLC’s privacy policies.

Fees for Use of the Service

Cancellation and Termination

Ideas and Feedback

You may choose to or we may invite You to submit comments or ideas about the Service, including but not limited to ideas about improving the Service or our products (an “Idea” or “Ideas”). By submitting any Idea, You agree that Your disclosure is unsolicited and without restriction and will not place Prograuto LLC under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to You, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.

Modification of the Service

External Resources

The Service may include hyperlinks to other web sites or content or resources or email content. You acknowledge and agree that Prograuto LLC is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.  Further, Prograuto LLC makes no representations or warranties regarding the accuracy, completeness or timeliness of content obtained from other web sites and included in the Service or in data provided by the Service.

License from Prograuto LLC and Restrictions

Prograuto LLC gives You a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software included in the the Service as provided to You by Prograuto LLC. This license is for the sole purpose of enabling You to use and enjoy the benefit of the Service as provided by Prograuto LLC, in the manner permitted by the Terms.

You may not (and You may not permit anyone else to): (a) resell or otherwise redistribute Prograuto data provided under the Service in any way that would compete or otherwise diminish Prograuto’s ability to sell its products or Service, (b) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Service or any part thereof, unless this is expressly permitted or required by law, or unless You have been specifically told that You may do so by Prograuto LLC, in writing (e.g., through an open source software license); or (c) attempt to disable or circumvent any security mechanisms used by the Service.

Open source software licenses for components of the Service released under an open source license constitute separate written agreements. To the limited extent that the open source software licenses expressly supersede these Terms, the open source licenses govern Your agreement with Prograuto LLC for the use of the components of the Service released under an open source license.

Exclusion of Warranties

Limitation of Liability

You expressly understand and agree that Prograuto LLC, its subsidiaries and affiliates, and its licensors shall not be liable to you for any direct, indirect, incidental, special, consequential or exemplary or punitive damages which may be incurred by you, however caused and under any theory of liability. This shall include, but not be limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, any loss of data suffered, cost of procurement of substitute goods or services, or other intangible loss (whether or not Prograuto LLC has been advised of or should have been aware of the possibility of any such losses arising).

Indemnification

You agree to hold harmless and indemnify Prograuto LLC, and its affiliates, members, officers, agents, employees, advertisers, licensors, suppliers or partners (collectively “Prograuto LLC and Partners”) from and against any third party claim arising from or in any way related to (a) Your breach of the Terms, (b) Your improper use of the Service, (c) Your violation of applicable laws, rules or regulations in connection with the Service, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, Prograuto LLC will provide You with written notice of such claim, suit or action.

General Legal Terms

The Terms constitute the whole legal agreement between You and Prograuto LLC and govern Your use of the Service and completely replace any prior agreements between You and Prograuto LLC in relation to the Service.

You agree that if Prograuto LLC does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Prograuto LLC has the benefit of under any applicable law), this will not be taken to be a formal waiver of Prograuto LLC’s rights and that those rights or remedies will still be available to Prograuto LLC.

Prograuto LLC shall not be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, pandemic, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.