1. The service

Wheel Chat (the "Service") is a hosted messaging and lead follow-up tool for auto dealerships. It answers inbound texts, Facebook Messenger messages, and calls to a store number; it writes lead notes; and it books appointments with your team.

The Service runs on our infrastructure and is delivered to you over the internet. Nothing here transfers title to any software: you are buying the right to use it during the term, not the software itself.

2. Trial, term, and renewal

Your subscription begins with a seven (7) day free trial. We ask for a payment card before the trial starts and we authorize it at signup, but we do not charge it during the trial.

• On the last day of the trial your card is charged the monthly fee and the subscription continues month to month.
• You may cancel at any time before the trial ends and you will not be charged.
• We email the address on the account before the trial ends so the first charge is never a surprise.

After the trial, the subscription renews automatically each month on the same date until cancelled. Each renewal is charged to the card on file.

3. Price and billing

The monthly fee is per store (per rooftop), billed in advance, in the currency quoted at checkout, plus applicable taxes. The price you agree to today is the price shown on your checkout page.

• We may change the price for a future renewal. If we do, we will email you at least thirty (30) days before the change takes effect, and you may cancel before it does.
• Fees are charged to the payment method on file. You authorize us and our payment processor to charge that method on each renewal date without further instruction from you.
• If a charge fails, we will retry it and email you. Access may be suspended if payment is not collected within fourteen (14) days of the due date.

All fees are non-refundable except where clause 10 (Refunds) or applicable law provides otherwise. Chargebacks and disputes are handled by your card issuer.

4. Cancellation

You may cancel at any time from the billing screen in the app. Cancellation stops future renewals; it does not refund the current month, and the Service stays available until the end of the period you have already paid for.

We may suspend or end the Service immediately if you breach this agreement, use the Service to break the law, or fail to pay. We may also end the Service with thirty (30) days' notice, in which case we will refund any period you have paid for but not received.

5. Your accounts and credentials

The Service is bring-your-own-key. To send text messages, you connect your own Twilio account; to send Messenger replies, you connect your own Facebook Page; to use the AI, you add your own AI provider key. Those accounts are yours, and so are the fees those providers charge you directly.

You are responsible for the accuracy of the credentials you enter, for keeping them current, and for everything done through your account. Tell us at once if you believe someone else has access to it.

6. Messaging law and consent

This clause is the one that matters most, because you are the one who knows your customers.

• You represent that you have a lawful basis to contact every person whose number or Page you load into, or send to through, the Service. That means prior express written consent, or an existing business relationship, as your jurisdiction and the applicable rules require.
• You will honor opt-out requests. The Service honors STOP requests automatically, but you remain responsible for the lawfulness of every campaign you launch.
• You will not use the Service to send unlawful, deceptive, harassing, or unsolicited bulk messages, and you will comply with the TCPA, the CRTC's rules under CASL, and any equivalent law where your customers live.
• You will keep records of the consent you relied on and give them to us if a carrier or regulator asks.

You indemnify us against carrier fines, regulatory penalties, and third-party claims that arise from messages you sent or contacts you uploaded, as provided in clause 13. Wheel Chat is not the sender of your messages; you are.

7. The AI assistant and its limits

The AI assistant is a drafting and qualifying tool. It is deliberately restricted: it will not quote a price, promise an approval, state a rate, or confirm inventory, and it hands a conversation to a person when it should.

• Even so, an AI system can be wrong. Output from the assistant is not advice, is not a credit decision, and must not be relied on as either. Your team must review what it sends before acting on it.
• Wheel Chat does not make credit decisions, does not act as a broker or lender, and does not guarantee any sales result.

8. Customer data and privacy

Your customer records, conversations, notes, and uploaded lists belong to you ("Customer Data"). We hold them only to run the Service for you.

You grant us a limited licence to store, process, transmit, and display Customer Data for the purpose of providing the Service, including sending it to the third-party providers you have connected: your Twilio account, Meta's Messenger platform, your AI provider, and our storage host.

• You are the data controller of Customer Data and we are your processor where those terms apply.
• You are responsible for your own privacy policy and for the notices you give your customers.
• We may also process limited account and usage data as the controller to operate, secure, and bill the Service, as described in clause 9.

If you end this agreement, we make Customer Data available for export for thirty (30) days and then delete it, except where we must keep records to meet a legal or accounting obligation.

9. Our data practices

We collect the account details you give us (name, dealership, role, email, phone), billing records, and technical logs about how the Service is used. We use them to run the Service, to bill you, to support you, and to find and fix problems.

• We do not sell your data or your Customer Data.
• We share it only with the processors that provide the Service (payment processing, hosting, messaging, and AI) and with authorities where the law compels us.
• We keep billing and agreement records for as long as tax and contract law requires.

10. Refunds

If the Service fails to work as described for a period you have paid for, and we cannot fix it within ten (10) business days of your written report, you may cancel and we will refund the unused part of that period. That refund is your sole remedy for a service failure.

We will also refund the most recent monthly charge if a duplicate or mistaken charge was caused by us.

11. Availability and support

We aim to keep the Service available at all times and to give notice of planned maintenance, but we do not promise uninterrupted service and this agreement contains no uptime warranty or service level commitment.

Support is by email and by text to the numbers on our contact page, during normal business hours in our timezone.

12. Limits of liability

To the fullest extent the law allows:

• We are not liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost leads, lost sales, or lost goodwill.
• Our total liability on any claim arising out of this agreement is limited to the fees you paid us in the twelve (12) months before the event giving rise to the claim.
• Nothing in this agreement limits liability that cannot lawfully be limited, including for fraud, or for death or personal injury caused by our negligence.

The Service depends on third parties you own: your telephony provider, your AI provider, Meta, and your internet service. We are not responsible for their outages, their pricing, or their decisions to change or end their platforms.

13. Indemnity

You will defend and indemnify us against third-party claims, fines, and costs (including reasonable legal fees) that arise from Customer Data you loaded, messages you sent, your breach of clause 6, or your breach of this agreement. We will defend and indemnify you against third-party claims that the Service itself, as we provide it, infringes someone's intellectual property, provided you tell us promptly and let us control the defence.

14. Our property

The Service, its software, its interface, and the Wheel Chat name and marks are ours or our licensors'. You will not copy, resell, sublicense, reverse-engineer, or attempt to extract source code from the Service, and you will not use it to build a competing product.

15. Confidentiality

Each of us will keep the other's non-public information confidential and use it only to perform this agreement. This does not apply to information that is public through no fault of the receiving party, or that must be disclosed by law, provided the other party is told first where that is lawful.

16. Changes to this agreement

We may update this agreement. If a change is material, we will email the address on the account at least thirty (30) days before it takes effect. Continuing to use the Service after that date means you accept the updated agreement; if you do not, you may cancel before it takes effect. Each accepted version is recorded with the date, the name typed, and where it was signed from.

17. Signing, notices, and the whole agreement

You are signing electronically by typing your name and ticking the box on the checkout page, which has the same effect as a handwritten signature under the Electronic Transactions Act and equivalent legislation.

• Notices to you go to the email on the account. Notices to us go to info@feath.xyz.
• This agreement, with the checkout page you submitted, is the entire agreement between us on this subject and replaces anything said or written before it.
• If a provision is found unenforceable, the rest stays in force.
• We may assign this agreement in connection with a merger or sale of our business. You may not assign it without our written consent.

18. Governing law

This agreement is governed by the laws of the Province of British Columbia, Canada, without regard to its conflict-of-laws rules, and both of us submit to the exclusive jurisdiction of the courts of the Province of British Columbia, Canada. The United Nations Convention on Contracts for the International Sale of Goods does not apply.