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.
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.
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
- You may not use the Service if You are a person barred from receiving the Service under the laws of the United States or other countries, including the country in which You are resident or from which You use the Service.
- You may not use the service unless you are over the age of 18.
- You must be a human. Accounts created by automated methods are not permitted.
Use of the Service
- You must provide accurate and complete registration information any time You register to use the Service.
- You are responsible for the security of Your passwords and for any use of Your account.
- You are responsible for maintaining an active and functional email address in order to receive alerts from Prograuto’s Pulse Alert service.
- You are responsible for ensuring receipt of Pulse Alert emails.
- Your use of the Service must comply with all applicable laws, regulations and ordinances.
- You agree to not engage in any activity that interferes with or disrupts the Service.
- Prograuto LLC reserves the right to enforce quotas and usage limits (to any resources, including the API) at its sole discretion, with or without notice, which may result in Prograuto LLC disabling or throttling your usage of the Service for any amount of time.
- You may not allow multiple people to use the same account or otherwise access the Service in a manner intended to avoid incurring fees.
- You may not forward Pulse Alert emails to other email accounts in a manner intended to avoid incurring fees or avoiding the purchase of additional Subscription(s).
Service Policies and Privacy
Fees for Use of the Service
- The Service may be provided to You without charge with certain limits or for a certain “trial” period of time.
- Usage over this limit (or after the “trial” period) requires Your purchase of additional resources or services.
- For all purchased resources and services, we will charge Your credit card on a monthly basis.
- Payments are non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account.
- Charges are solely based on Prograuto LLC’s measurements of Your use of the Service, unless otherwise agreed to in writing.
- All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and You shall be responsible for payment of all such taxes, levies, or duties.
- You acknowledge and agree that any credit card and related billing and payment information that You provide to Prograuto LLC may be shared by Prograuto LLC with companies who work on Prograuto LLC’s behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to Prograuto LLC and servicing Your account.
- Prograuto LLC may change its fees and payment policies for the Service by notifying You at least thirty (30) days before the beginning of the billing cycle in which such change will take effect.
Cancellation and Termination
- You must cancel Your account via email to: Support@Prograuto.com. A text, lead form, phone request or any other form of communication to cancel the Service is not considered cancellation.
- You will not receive any refunds if You cancel the Service.
- If You cancel the Service before the end of Your current paid up month, Your cancellation will take effect immediately and You will not be charged again.
- All of Customer Source Code and Content will, within a reasonable amount of time to be determined solely by Prograuto LLC, be deleted from the Service upon cancellation.
- You agree that Prograuto LLC, in its sole discretion and for any or no reason, may terminate or suspend Your account and/or Service. You agree that any termination of Your access to the Service may be without prior notice, and You agree that Prograuto LLC will not be liable to You or any third party for such 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
- You acknowledge and agree that the Service may change from time to time without prior notice to You.
- Changes include, without limitation, changes to fee and payment policies, security patches, added or removed functionality, and other enhancements or restrictions.
- Prograuto LLC shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.
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
- You expressly understand and agree that your use of the Service is at your sole risk and that the Service is provided “as is” and “as available.”.
- You agree that Prograuto LLC has no responsibility or liability for the deletion or failure to store any content and other communications maintained or transmitted through use of the Service. You further acknowledge that You are solely responsible for securing and backing up your usage of the service
- Prograuto LLC does not warrant to you that: (a) your use of the Service will meet your requirements, (b) your use of the sSrvice will be uninterrupted, timely, secure or free from error, (c) the results or data provided by the Service will be accurate, (d) the quality of the Service will meet your expectations and (e) any errors in the Service will be fixed.
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).
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.