1. Definitions
1.1 “Agreement” means these Dealer Terms of Service, together with your Order Form, our Data Processing Addendum, our List of Subprocessors, and our Acceptable Use Policy, each incorporated by reference.
1.2 “Services” means the Frank software tools you’ve purchased, and any related support and hosting.
1.3 “Tools” means the individual modules — the Equity Tool, Private Sale Tool, Trade Tool, and F&I Tool — each as described at checkout or in your Order Form.
1.4 “Dealer Data” means data you make available to us from your DMS, CRM, or otherwise, including customer records, deal records, inventory, and trade information.
1.5 “De-Identified Data” means Dealer Data from which all direct and indirect identifiers have been removed such that it can no longer reasonably identify an individual.
1.6 “Authorized Users” means your employees permitted to access the Services.
1.7 “Order Form” means the checkout flow, subscription confirmation, or signed order through which you purchase Tools.
1.8 “you,” “your,” or “Dealer” means the dealership or business entering into this Agreement; “we,” “us,” “our,” or “Frank” means 18009619 Canada Inc., operating as Frank ("Frank", "we", "us").
2. How this Agreement applies
2.1 This Agreement takes effect when you select a Tool in Stripe Checkout and accept these terms, or on the effective date of a signed Order Form, whichever applies to your account.
2.2 Timely, accurate information from you affects the speed and quality of the Services we can deliver. We aren’t liable for delay caused by incomplete or inaccurate information you provide.
3. Grant of license
3.1 Subject to this Agreement and payment of fees, Frank grants you a non-exclusive, non-transferable, non-sublicensable right, during the term, for your Authorized Users to access and use the Tools you’ve purchased, solely for your internal business operations at the rooftops on your account.
3.2 Restrictions. You will not (a) resell, sublicense, or provide the Services to any third party; (b) reverse-engineer, decompile, or copy the Services; (c) use the Services to build a competing product; or (d) exceed the seat or rooftop scope on your Order Form without a new Order Form.
3.3 Reservation. Frank retains all right, title, and interest in the Services, the Tools, the software, and all Frank intellectual property. Nothing transfers to you except the limited license in §3.1. Rights in data are governed separately by our Data Processing Addendum.
4. Fees and invoicing
4.1 Tools are sold as products through Stripe Checkout, billed either pay-per-use or as a recurring subscription per the pricing shown at checkout, in Canadian dollars and exclusive of applicable taxes.
4.2 Where we extend invoiced billing rather than card-on-file, payment is due net 30 days from the invoice date. Undisputed amounts more than 30 days overdue accrue interest at 1.5% per month (18% per year), and a dishonoured or returned payment may incur a $25 charge.
4.3 To establish invoiced billing, you authorize us to obtain commercial (and, where the signatory is a sole proprietor, personal) credit information to evaluate your account. Providing the Services on invoiced terms is contingent on our satisfaction with your creditworthiness.
4.4 We may adjust fees for a renewal term on 60 days’ notice before renewal. Fees for your current term are fixed.
4.5 We may suspend your access under §5.5 if payment isn’t resolved within a reasonable period after notice.
5. Term, renewal & termination
5.1 Term. Unless your Order Form states a fixed initial term, a subscription bought by clickwrap renews on a rolling monthly basis. Where an Order Form states an initial term, this Agreement runs for that term and then auto-renews for successive 12-month terms unless either party gives 60 days’ written notice of non-renewal.
5.2 Termination for cause. Either party may terminate on 30 days’ written notice of a material breach the other fails to cure, or immediately on the other’s insolvency.
5.3 Effect of termination. On termination: (a) the license in §3 ends and you stop using the Services; (b) we stop ingesting new Dealer Data; (c) we retain Dealer Data already collected and continue to hold and use it under the surviving data-license terms described in our Data Processing Addendum — termination does not by itself trigger return or deletion; (d) you pay any fees accrued to the termination date.
5.4 Survival. Sections which by their nature should survive termination — including confidentiality (§8), intellectual property (§9), limitation of liability (§7), indemnification (§14), non-solicitation (§15), and general provisions (§17) — survive.
5.5 Suspension. Frank may suspend the Services for non-payment (§4.5) or a security threat, on notice where practicable.
6. Warranties & disclaimers
6.1 Each party warrants it has the authority to enter this Agreement.
6.2 Frank warrants the Services will perform materially in accordance with its documentation. Your exclusive remedy for breach of this warranty is Frank’s commercially reasonable effort to correct it, or termination with a pro-rata refund of prepaid, unused fees.
6.3 You warrant that you have the right to provide your Dealer Data to us and have obtained any consumer consent required by our Acceptable Use Policy and applicable law before doing so. This warranty is load-bearing — Frank relies on it for the entire data relationship.
6.4 EXCEPT AS STATED IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND FRANK DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
7. Limitation of liability
7.1 Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or lost profits, arising out of this Agreement.
7.2 Each party’s aggregate liability under this Agreement is capped at the fees you paid or owed to Frank in the twelve months preceding the claim.
7.3 The cap in §7.2 does not apply to: your indemnification obligations under §14, a breach of confidentiality under §8, a breach of the data-consent warranty in §6.3, or a party’s fraud or wilful misconduct.
8. Confidentiality
8.1 “Confidential Information” means non-public information disclosed by one party to the other, including your Dealer Data (which is your Confidential Information) and Frank’s pricing, product roadmap, and non-public features.
8.2 Each party will protect the other’s Confidential Information with reasonable care and use it only to perform this Agreement.
8.3 Confidential Information doesn’t include information that is or becomes public through no fault of the receiving party, was already known to the receiving party without an obligation of confidence, is independently developed without reference to the disclosing party’s Confidential Information, or must be disclosed by law (with notice to the disclosing party where legally permitted).
8.4 A breach of this §8 may cause harm not adequately compensated by damages alone; either party may seek injunctive relief in addition to any other remedy.
8.5 This §8 survives termination of this Agreement for 5 years, except for Dealer Data, which remains protected for as long as Frank holds it.
9. Intellectual property
9.1 18009619 Canada Inc. retains all right, title, and interest in the Services, the Tools, and Frank’s software and trademarks. Nothing in this Agreement transfers any of that to you beyond the license in §3.
9.2 If you give us feedback about the Services, we may use, modify, and incorporate it without restriction or compensation to you.
10. Your data
How we process the Dealer Data you share with us, and who else processes it on our behalf, is covered in our Data Processing Addendum and our List of Subprocessors — we don’t repeat those terms here.
11. Your regulatory responsibility
11.1 You remain the registered motor vehicle dealer of record — and responsible for OMVIC and Motor Vehicle Dealers Act, 2002 (MVDA) compliance, including advertising standards, material-fact disclosure, and bill-of-sale disclosures — in every interaction you conduct through Frank, including quoting, desking, generating a bill of sale, or messaging a customer. Using Frank doesn’t reduce or shift that responsibility, and you remain the dealer of record for each such transaction.
11.2 Where a Frank tool (for example, the Equity or Private Sale tool) sends, or triggers the sending of, a commercial electronic message to a consumer, you are the sender of record under Canada’s Anti-Spam Legislation (CASL) even though Frank’s infrastructure is the technical sender. You represent and warrant that you hold valid consent for each such message under CASL (express, or a documented implied-consent basis still within its window), that each message identifies you and carries a working unsubscribe mechanism, and that you honour unsubscribes within the statutory period.
11.3 Your use of the messaging features is governed by our Acceptable Use Policy. Your consent obligations to the consumer under §11.2 apply even though Frank presses send.
12. Compliance features — assistance, not advice or guarantee
12.1 As part of the Services, Frank may audit, screen, and help prepare dealer-facing materials against known OMVIC/MVDA standards — for example, flagging common advertising-compliance issues in your ads or customer messaging, or pre-populating documents such as bills of sale using compliance-aware templates.
12.2 These are aids, not legal advice, and not a guarantee of compliance. Frank is not a law firm, is not OMVIC, and does not provide legal or regulatory advice. Frank does not warrant that any advertisement, message, graphic, bill of sale, or other output of the Services complies with the MVDA, its regulations, OMVIC’s Standards of Business Practice, the Consumer Protection Act, CASL, or any other law.
12.3 You are solely responsible for reviewing every advertisement, message, and document before it is published, sent, or executed, and for your own compliance in every customer interaction conducted through the Services. Frank’s screening or preparation of a material does not transfer that responsibility to Frank and is not a defence to a regulatory action against you.
12.4 Your indemnity under §14 and the limitation of liability under §7 apply in full to these compliance features.
13. Content and listing removal
We may remove, suspend, or limit the visibility of any content, ad, or listing we reasonably believe is non-compliant, false, or misleading, without notice or refund.
14. Indemnification
14.1 You indemnify Frank against third-party claims (including regulatory action) arising from a breach of your data-consent warranty (§6.3), your OMVIC/MVDA compliance obligations (§11.1), or your CASL messaging-consent representation (§11.2) — including any claim that an advertisement, message, or bill of sale you ran or issued through the Services was non-compliant.
14.2 Frank indemnifies you against third-party claims that the Services infringe their intellectual property rights.
14.3 Each party’s indemnification obligation is conditioned on prompt notice of the claim, the indemnifying party’s control of the defence, and the indemnified party’s reasonable cooperation.
15. Non-solicitation of personnel
15.1 During the term of this Agreement and for 12 months after, neither party will solicit for hire the other’s employees or contractors it came to know through this Agreement (general job postings and unprompted applications excepted).
15.2 A breach of §15.1 may carry liquidated damages equal to the greater of 30% of the individual’s first-year compensation or CAD $25,000, reflecting a genuine pre-estimate of the cost and disruption of losing a team member to solicitation rather than a penalty.
16. Change of control
If your dealership undergoes a change of control — for example, an acquisition — tell us within 30 days. We may terminate the affected Tools with notice, or offer to continue service on adjusted terms, particularly where the acquirer is a Frank competitor. You remain liable for obligations that accrued before the change-of-control event.
17. General provisions
17.1 Governing law. This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable there, without regard to conflict-of-laws rules.
17.2 Dispute resolution. The parties will first attempt good-faith resolution before formal action. The courts of Ontario have exclusive jurisdiction otherwise.
17.3 Relationship of the parties. This Agreement doesn’t create a partnership, joint venture, or agency relationship. Each party is an independent contractor.
17.4 Force majeure. Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including an outage at a service provider it relies on, a natural disaster, or government action.
17.5 Assignment. You may not assign this Agreement without our consent. We may assign this Agreement to a successor in a merger, acquisition, reorganization, or sale of assets, or by operation of law.
17.6 Severability. If a provision of this Agreement is found unenforceable, the rest remain in full force, and the unenforceable provision will be interpreted to best reflect its original intent.
17.7 Entire agreement. This Agreement, together with your Order Form and the documents it references, is the entire agreement between you and 18009619 Canada Inc. for the Services, and supersedes any prior agreement on the same subject.
17.8 Notices. We may give notice under this Agreement by posting it on the platform, emailing the address on your account, or delivering it to the address on your Order Form. Keep your contact information current so notices reach you.
17.9 Electronic signature. The parties consent to sign electronically, and agree an electronic signature has the same effect as a wet signature.
17.10 Amendments. Except for the fee and policy updates described elsewhere in this Agreement, changes to this Agreement must be in writing and signed by both parties, or, for the standard terms on this page, posted here per §18.
18. Changes to these terms
We may update these terms from time to time. Material changes will be posted here with an updated date.
19. Contact us
Questions from a current or prospective dealer about these terms? Contact privacy@drivefrank.ca or call 647-360-8580. This Agreement is between you and 18009619 Canada Inc., operating as Frank ("Frank", "we", "us").