Terms of Service

These Terms of Service ("Terms") form a binding agreement between Market Drive Auto ("Market Drive Auto," "we," "us," or "our") and the dealership or sales professional that subscribes to or uses our service ("Customer," "you," or "your"). By creating an account, installing our software, or using the Service, you agree to these Terms and confirm that you have the authority to do so.

1. The Service

Market Drive Auto (the business) provides a software service called Marketplace Autopilot (the "Service") that creates and maintains vehicle listings on Facebook Marketplace on your behalf. The Service consists of a back-end platform operated by us and a Chrome browser extension (the "Extension") that runs on the computer of each authorized user.

In general terms, the Service:

• imports vehicle inventory data from the source you designate (such as your inventory website or feed);
• prepares the listing content — titles, descriptions, pricing, and photos;
• posts and maintains those listings on Facebook Marketplace; and
• keeps listings current by updating pricing, refreshing posts, and marking vehicles as sold.

Facebook Marketplace does not give business accounts access to Marketplace. For this reason, listings are posted through personal Facebook accounts, by running the Extension on the account holder's own computer. Listings generally appear and update within 24–48 hours of a change in your source inventory data.

2. Who Can Use the Service

The Service is available to motor-vehicle dealerships and to individual sales professionals alike; you do not have to be a dealership to use it. You represent that (i) any Facebook account used with the Service is one you are permitted to use for this purpose, and (ii) you are authorized to advertise the vehicles you ask us to post, including any inventory belonging to a dealership on whose behalf you use the Service. You are responsible for all use of the Service under the accounts you bring onto it.

3. Your Data and Operating Requirements

The vehicle and pricing information we post comes from the inventory source you designate. We present that information faithfully, but we do not independently verify it and are not responsible for errors that originate in your source data.

The Service can post or update a listing only while the relevant Facebook account is logged in and Marketplace Autopilot is turned on. The Service is designed to keep listings and pricing current within approximately 24–48 hours; that timing depends on the account remaining logged in and the Service remaining enabled.

4. Listing Content and Advertising Compliance

Listings are configured to identify the seller as a dealer — for example, a "For Sale By Dealer" designation naming the dealership and location — and to present the price, fee, and disclosure information you provide. You control your listing content and disclosures and may adopt whatever language you prefer; we will implement the wording you choose.

You are responsible for ensuring that your listings comply with applicable advertising and consumer-protection laws. These include Section 5 of the Federal Trade Commission Act (15 U.S.C. § 45), which prohibits unfair or deceptive advertising and under which the FTC requires that an advertised vehicle price include all mandatory charges other than government fees (such as taxes, title, and registration), as well as applicable state dealer-advertising and licensing laws.

You control how price and any mandatory fees appear in your listings — including whether fees are included in the displayed price. Absent other instruction, we display the price provided in your inventory source. Where you configure how the price and fees are presented — including an all-in price that folds mandatory fees into the displayed amount — we will display it as you configure it; you remain responsible for the price and disclosures you choose, and we are responsible only for displaying them as configured. Market Drive Auto does not provide legal or compliance advice, and any general information we share about advertising requirements is not a substitute for your own legal counsel.

5. Relationship With Facebook and Meta

Market Drive Auto is an independent company. We are not affiliated with, endorsed by, sponsored by, or in any way officially connected to Meta Platforms, Inc., Facebook, or Facebook Marketplace. "Facebook," "Facebook Marketplace," and "Meta" are trademarks of their respective owners.

Facebook Marketplace is a third-party platform that we do not own or control. Meta sets its own terms, policies, and enforcement practices, and may change, restrict, or remove access to the platform — including its rules about automation — at any time and without notice to us or to you. Your use of Facebook is governed by your agreements with Meta, and you are responsible for complying with them.

6. Facebook Account Actions

Market Drive Auto is not Facebook or Meta and does not control Facebook Marketplace. The Service acts through your Facebook account to post and manage listings; Facebook alone decides what happens on its platform and how it enforces its rules.

Facebook may, at its sole discretion and without notice, take action against any account used with the Service — including warnings or restrictions, temporary or permanent suspension or banning, "shadow banning" or reduced visibility or reach, and removing or declining listings. To the maximum extent permitted by law, Market Drive Auto is not responsible or liable for any action Facebook takes against an account, or for any consequence of it — including lost sales, lost leads, lost advertising value, lost account history or following, or business interruption. You accept this risk as a condition of using the Service.

The Service interacts only with the personal account's Facebook Marketplace; it does not connect to, sign in to, or post through any Facebook business Page, Meta Business Manager, or Meta advertising account, and it can operate across more than one account.

7. Fees and Billing

Fees are paid in advance for the subscription term you select (for example, a monthly term or a longer term). Your subscription covers the full term you have paid for and renews for successive terms until you cancel. If you cancel or choose not to renew, your subscription ends at the close of the current paid term rather than immediately, and fees already paid for that term are non-refundable except where required by law. You may ask us to stop posting at any time; doing so does not entitle you to a refund for the current term. Fees are exclusive of any applicable taxes, which are your responsibility.

8. Intellectual Property and License

The Service, the Extension, the back-end platform, and all associated software, templates, and designs are the property of Market Drive Auto and are protected by intellectual-property laws. We grant you a limited, non-exclusive, non-transferable, revocable license to use the Service for your own business purposes during your subscription. You may not copy, modify, reverse-engineer, resell, or sublicense the Service. You keep all rights to your inventory data, brand names, logos, and listing content, and you grant us a limited license to use that material solely to provide the Service for you. The systems we use to generate listing content, including any templates and automated description generation, remain our property; the resulting description text is yours and is your responsibility once posted.

9. Data and Privacy

Our handling of data is described in our Privacy Policy at https://www.marketdriveauto.com. The Service processes the inventory data you designate and the listing activity needed to operate. We do not sell your data. You are responsible for ensuring that the data you provide may lawfully be used for the purposes described in these Terms.

10. Service Availability; No Warranty

We work to keep the Service reliable, but it depends on third-party platforms (including Facebook and your inventory source) that we do not control and that may change without notice. Changes made by Facebook may temporarily or permanently affect the Service's ability to post or maintain listings.

The Service is provided "as is" and "as available," without warranties of any kind, whether express, implied, or statutory. To the maximum extent permitted by law, we disclaim all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will be uninterrupted or error-free, that listings will be accepted, displayed, or remain posted, that any particular sales, leads, or results will be achieved, or that any account will avoid action by Facebook.

11. Limitation of Liability

To the maximum extent permitted by law:

• No indirect damages. Neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any lost profits, lost revenue, lost sales, lost leads, lost goodwill, lost account access or following, or lost data — even if advised of the possibility.
• Liability cap. Market Drive Auto's total aggregate liability arising out of or relating to the Service or these Terms will not exceed the total fees you actually paid us for the Service in the three (3) months immediately before the event giving rise to the claim.

The liability cap above does not apply to your indemnification obligations under Section 12. These limitations apply regardless of the theory of liability and are a fundamental basis of the agreement between us. Nothing in these Terms limits liability that cannot be limited under applicable law.

12. Indemnification

You agree to defend and indemnify Market Drive Auto and its owners, officers, employees, and agents from and against any third-party claims, and any resulting damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees), to the extent they arise from: (a) the vehicles you advertise and the vehicle information and pricing you provide — including their accuracy and your compliance, as the seller, with advertising and dealer-licensing laws; or (b) use of a Facebook account without the account holder's permission. This does not apply to the extent a claim arises from Market Drive Auto's own gross negligence or willful misconduct.

We will defend and indemnify you from any third-party claim to the extent it arises from (a) the Service, as provided by us and used in accordance with these Terms, infringing that third party's intellectual-property rights, or (b) our breach of our security obligations that exposes your data — except to the extent the claim arises from your content, data, or acts. Our obligations under this paragraph are subject to the limitation of liability in Section 11.

13. Term and Termination

These Terms apply for as long as you use the Service. Your subscription runs for the term you have paid for and renews for successive terms until cancelled, as described in Section 7. You may cancel or decline to renew at any time, effective at the end of your current paid term. When your subscription ends: the Extension stops posting and maintaining listings; listings already posted to Facebook remain there unless and until removed through the applicable Facebook account, which you control; and fees already paid are non-refundable except where required by law. On request, we can run a wind-down to mark your active listings sold or remove them, though we do not do this automatically. We may suspend or terminate the Service for non-payment, suspected misuse, or to comply with law or a third-party platform's requirements.

14. Changes to the Service and These Terms

We may modify the Service or these Terms from time to time. If we make a material change to these Terms, we will notify you in advance — for example, by email — and post the updated version with a new Effective Date. Your continued use of the Service after the change takes effect constitutes acceptance of the updated Terms.

15. Governing Law and Disputes

These Terms are governed by the laws of the State of North Carolina, without regard to its conflict-of-laws rules. The parties will first attempt in good faith to resolve any dispute informally. Any dispute that cannot be resolved informally will be subject to the exclusive jurisdiction of the state and federal courts located in Guilford County, North Carolina, and the parties consent to venue there.

16. Confidentiality

Each party may have access to confidential information of the other — for example, Market Drive Auto's non-public technology, methods, and pricing, and the Customer's non-public business and inventory data. Each party agrees to use the other's confidential information only as needed to perform under these Terms, to protect it with reasonable care, and not to disclose it to others except to personnel or service providers who need it and are bound by similar obligations, or as required by law. This does not apply to information that is or becomes public through no fault of the receiving party, was already known to the receiving party, or is independently developed.

17. General

• Entire agreement. These Terms, together with the Privacy Policy and any order or pricing terms you accept, are the entire agreement between the parties regarding the Service and supersede prior discussions.
• Severability. If any provision is held unenforceable, the remaining provisions stay in effect.
• No waiver. A failure to enforce a provision is not a waiver of it.
• Assignment. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets.
• Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, including changes imposed by third-party platforms.

18. Contact

Market Drive Auto
116 Rockspring Rd #5222, High Point, NC 27262
Email: Dowdy@marketdriveauto.com
Phone: (336) 271-7408
Web: marketdriveauto.com