Limitation of Liability

Overview

DAS facilitates dealer onboarding. DAS does not manufacture, sell, ship, warrant, or take possession of any product. To the fullest extent permitted by law, DAS is not liable for anything relating to a manufacturer's products, a manufacturer's conduct, or the outcome of a dealer's business — DAS's total liability, where it exists at all, is capped at the fees the dealer paid DAS in the 12 months before the claim.

1. DAS's role
DAS is a facilitator. DAS introduces dealers to manufacturers and helps process onboarding paperwork. DAS is not a manufacturer, wholesaler, distributor, or seller of any product, does not control product design, manufacturing, quality, safety, or shipping, and has no ability to direct a manufacturer's conduct toward a dealer.

2. No warranties
DAS's services are provided "as is," without warranty of any kind, express or implied. DAS does not warrant that onboarding will result in approval, that a manufacturer's program will remain available or unchanged, that any brand will remain in a category, or that a dealer will generate any particular level of sales or profit. DAS makes no warranty regarding any manufacturer's products, including merchantability, fitness for a particular purpose, quality, safety, or compliance with any regulation.

3. Manufacturer conduct is not DAS's responsibility
DAS is not responsible or liable for any act or omission of a manufacturer, including product defects, product recalls, shipping delays or failures, warranty disputes, pricing errors, MAP enforcement (see the MAP Disclaimer), discontinuation of a product or program, or a manufacturer's decision to decline, suspend, or terminate a dealer.

4. Exclusion of indirect and consequential damages
To the fullest extent permitted by law, DAS is not liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost sales, lost business opportunities, or reputational harm, arising out of or relating to DAS's services, even if DAS has been advised of the possibility of such damages.

5. Cap on direct damages
To the fullest extent permitted by law, DAS's total aggregate liability to a dealer for any claim arising out of or relating to DAS's services, however arising, is limited to the total fees actually paid by that dealer to DAS in the 12 months immediately preceding the event giving rise to the claim.

6. Force majeure
DAS is not liable for any failure or delay caused by circumstances beyond its reasonable control, including manufacturer delay, natural disaster, governmental action, or other events described in the Terms of Service.

7. Dealer indemnification
The dealer agrees to indemnify and hold DAS harmless from any claim, loss, or expense (including reasonable legal fees) arising from the dealer's own conduct, including misrepresentation in onboarding paperwork, violation of a manufacturer's terms, violation of any law, or the dealer's sale, marketing, or use of any product.

8. Statutory carve-out
Nothing in this policy excludes or limits any liability that cannot be excluded or limited under applicable law, including liability for gross negligence, willful misconduct, or fraud. Where a limitation above would otherwise be unenforceable for a particular claim under applicable law, that limitation applies only to the maximum extent that law permits, and the remainder of this policy continues to apply.