HelmDMS Subscription Agreement

Version 2026-11-06b · Effective November 6, 2026

This agreement covers your dealership's use of the HelmDMS application and any optional services you order from us, such as Phone service. It is between Hughes Technology LLC, a Kentucky limited liability company based in Murray, Kentucky, doing business as HelmDMS ("HelmDMS", "we", "us"), and the business that signs up ("Dealer", "you"). Use of our marketing website is covered separately by the website Terms of Service.

We wrote this in plain English on purpose. If something here is unclear, ask us before you sign up: hello@helmdms.com or (270) 807-1000.

1. Definitions

• Service means the HelmDMS dealer management system: the web application, the HelmDMS staff mobile app, the APIs and integrations we provide, any dealer website we host for you, and related documentation.
• Location means one physical dealership, store or service location operating under your account, as shown on your order form or checkout.
• Users means your employees and contractors who you allow to log in to the Service.
• Dealer Data means the data you or your Users put into the Service, or that the Service collects on your behalf: your customer records, inventory, parts, work orders, deals, invoices, messages, call records and similar business records.
• Order form means the checkout page you accept, or a written quote, order form or email from us that you accept, describing what you are buying and the price. It includes any plan details and special terms shown on the pay-link page you accept at checkout, and any signed proposal those terms refer to.
• Subscription Fee means the recurring monthly fee for the Service.
• Texting add-on means the optional flat-rate texting plan described in section 4.4.
• Professional Services means optional one-time work outside the standard subscription, as described in section 4.6.
• Third-Party Services means products and services we don't own that connect to the Service, such as Stripe, Telnyx, QuickBooks Online, supplier and distributor feeds, and listing sites.

2. Your account and users

2.1 Business use only. HelmDMS is for businesses. By accepting this agreement you confirm that you are signing up on behalf of a business, not as a consumer, and that you have authority to bind that business.

2.2 Unlimited users. Each Location can have as many Users and terminals as you need. There are no per-seat fees.

2.3 You're responsible for your Users. You decide who gets access and with what permissions. You are responsible for your Users' actions in the Service and for keeping credentials private. Tell us promptly if you suspect unauthorized access.

2.4 Account owner. You'll name an account owner who receives billing and legal notices by email. Keep that contact current.

3. The Service

3.1 What you get. While your subscription is active, you may use the full Service for your dealership's internal business, as described on our pricing page. There are no feature tiers.

3.2 Changes to the Service. We update the Service regularly. We won't materially reduce core functionality during your subscription without at least 30 days' notice. If such a change hurts your business, you may cancel immediately and we'll refund prepaid fees for the unused period.

3.3 Dealer website. If we host a dealer website for you, you are responsible for your domain registration and for having the rights to the content you provide.

3.4 Mobile app. The staff mobile app is downloaded through Apple's App Store and is subject to Apple's terms as well as this agreement.

3.5 Onboarding and migration. Getting you live includes our standard migration of customers, parts, vendors and open work orders from your previous system, and onboarding for your team. We'll agree the go-live plan with you at kickoff.

4. Fees

4.1 Subscription Fee. The Subscription Fee is US $499 per month for each Location, unless your order form says otherwise. It is billed monthly in advance. There is no setup fee for the HelmDMS subscription.

4.2 When billing starts. Billing starts on the date shown on your order form, or otherwise on your go-live date, and recurs on the same day each month.

4.3 Usage passed through at cost. Some features carry per-use provider costs: SMS and MMS, voice, email delivery, and AI agent calls and messages. We pass these through at our cost with no markup, billed monthly in arrears. If you use your own provider keys, that provider bills you directly. Listing-site placement fees are charged by those sites. If your order form includes a flat-rate item for a kind of usage (for example, the Texting add-on, or AI agent voice usage included in Phone service), that usage is covered by the flat price and isn't billed again at cost.

4.4 Optional Texting add-on. For a flat US $49 per month (unless your order form says otherwise), the Texting add-on covers two-way customer texting (SMS and MMS) from your shop's business number at normal dealership volumes, instead of metered usage under section 4.3. It is billed on the same monthly ACH subscription. Add or remove it anytime: adding mid-cycle is prorated, and removing takes effect at the end of the current billing cycle. Fair-use and compliance terms are in section 12.

4.5 Optional Phone service (VoIP). If your order form includes Phone service, we provide business phone service over the internet (VoIP) for your shop at the monthly price shown on your order form or checkout. Each additional phone number or fax line beyond those included is US $5 per month, as listed on your order form or checkout. Phone service is billed monthly in advance on the same ACH subscription as your other items. The monthly price covers normal business calling within the United States; international calls, and unusual volume such as call-center or autodialer traffic, are billed as usage at cost under section 4.3. When your order form says so, Phone service also includes the HelmDMS AI agent's voice usage at a flat rate instead of metered billing. Phone service prices don't include telecom taxes or regulatory fees (such as Universal Service Fund or E911 fees). We don't add these to your bill today; if we start, or the law requires us to, we'll give you at least 30 days' notice as with a price change under section 8.4, and show them separately on your invoice. If Phone service was sold under a term agreement, section 8.5 applies. Service terms, including 911, are in section 12.

4.6 Optional Professional Services. Some work is outside the standard subscription and may carry a separate one-time fee, for example:

• moving your phone numbers or phone system (PBX) to us;
• custom AI phone agent setup beyond the standard configuration;
• data migration from a prior system beyond the standard migration in section 3.5;
• custom integrations; and
• on-site training.

We will always quote these fees to you in writing (an order form or an email) before any work starts. You are never charged for Professional Services you didn't agree to.

4.7 Payment processing is separate. Fees for payments you take from your own customers (card, terminal and ACH) are charged by Stripe under your Stripe account. They are separate from the Subscription Fee.

4.8 Taxes. Fees don't include taxes. You pay any sales, use or similar taxes that apply to your purchase, which we'll show separately on your invoice. We pay taxes on our own income.

4.9 Invoices and billing questions. We email a receipt for every charge to your account owner. If you think a charge is wrong, tell us within 60 days and we'll fix any mistake. Please contact us before reversing an ACH debit with your bank.

5. ACH bank debit

5.1 Authorization. By accepting this agreement and completing checkout, you authorize Hughes Technology LLC (HelmDMS), through our payment processor Stripe, to debit the business bank account you provide each month for the Subscription Fee, any add-ons and services you choose (such as the Texting add-on or Phone service), usage charges, applicable taxes and any Professional Services fees you have agreed to in writing. This is a recurring authorization that stays in effect until you cancel your subscription or tell us to stop.

5.2 The bank-debit mandate. Stripe shows you the formal ACH Direct Debit mandate at checkout. That mandate and Stripe's terms apply to the debit itself.

5.3 Changing or revoking. You can update your bank account in the Service or by contacting us, and revoke the authorization by telling us in writing at least 3 business days before the next debit. Revoking doesn't cancel your subscription; you'll need another payment method we agree to, or to cancel under section 8.

5.4 Amount changes. We'll tell you in advance if a debit will differ from your usual amount for a reason other than usage or taxes.

6. Failed payments and suspension

6.1 Past due. If a debit fails or is returned, your account becomes past due. We'll tell the account owner by email and retry the debit. You can also update your bank details or pay another way we agree to.

6.2 Cure period. If the past-due amount is still unpaid 15 days after we send that notice, we may suspend access to the Service. We'll send a final reminder before we do.

6.3 No late fees. We don't charge late fees or interest on past-due amounts.

6.4 Your data is safe during suspension. Suspension is not deletion. Your Dealer Data is kept intact while your account is suspended, and you can still ask us for an export. We'll restore access promptly once the past-due balance is paid.

6.5 Long-term non-payment. If an account stays suspended for non-payment for 60 days, we may end this agreement under section 21. The export window in section 9.4 still applies.

7. Founding-dealer terms

This section applies only if your order form or checkout identifies you as a founding dealer.

7.1 Rate locked for life. Your Subscription Fee stays at US $499 per Location per month for as long as your account remains active, and section 8.4 doesn't apply to it. Add-ons, usage, taxes and Professional Services are not part of the locked rate. If you cancel and return later, then-current pricing applies.

7.2 Reservation deposit. A founding-dealer reservation deposit is fully refundable up to migration kickoff, as described at checkout.

7.3 Migration included. Standard migration and onboarding (section 3.5) are included at no charge.

7.4 30-day go-live guarantee. If we can't get you live within 30 days of migration kickoff, you can cancel and we'll refund your deposit and any Subscription Fees you've paid. This doesn't apply if the delay is caused by you, for example by not providing data or access we need.

8. Term, cancellation and refunds

8.1 Month-to-month. This agreement starts when you accept it and continues month to month until you or we end it. There's no long-term contract for the HelmDMS software. Phone service may have its own term under section 8.5.

8.2 Cancelling. Either of us may cancel for any reason by giving the other 30 days' written notice. Email is fine. Your access continues until the cancellation takes effect, and you'll be billed through that date.

8.3 Refunds. Fees already paid aren't refunded for partial months, except:

• where the law requires a refund;
• where we cancel without cause, in which case we refund any prepaid fees for the period after your access ends; and
• as stated in sections 3.2, 7.4, 14.3 and 23.3.

8.4 Price changes. We may change the Subscription Fee, add-on prices or usage pricing with at least 30 days' notice, effective from your first billing date after that. You may cancel before it takes effect without paying the increase. Founding-dealer rates are protected under section 7.1.

8.5 Phone service term. If your order form sells Phone service under a term agreement (for example, 12 months with on-site installation included), that term applies to Phone service only. If you cancel Phone service before the term ends, the early-cancellation terms on your order form apply (for example, paying the prorated part of the included installation's value). After the term ends, Phone service continues month to month. The HelmDMS software stays month-to-month under sections 8.1 and 8.2 either way.

9. Your data

9.1 You own it. Dealer Data belongs to you. Nothing in this agreement transfers ownership of it to us.

9.2 How we use it. We use Dealer Data only to provide, support and improve the Service for you and to do what you ask (for example, sending a text or syncing to QuickBooks). We may also create aggregated or de-identified data that does not identify you, your Users or your customers, and use it to operate and improve HelmDMS.

9.3 We don't sell it. We never sell or rent Dealer Data. We share it only with service providers who help us run the Service, under confidentiality and security obligations, or when the law requires it (and we'll tell you first where allowed).

9.4 Export, anytime and free. You can request a full export of your Dealer Data in a standard format (CSV) at any time during the term and for 30 days after it ends, at no charge. Attachments and photos may come in their original file formats.

9.5 Deletion. After the export window, we delete Dealer Data from the live Service. Backup copies are removed as backups expire on their normal schedule and stay encrypted and protected by this agreement until then. We may keep records we need for our own billing, tax and legal purposes.

9.6 Your customers' information. You decide what customer information to collect and are responsible for having the right to collect it. We process it on your behalf.

10. Privacy and security

10.1 Safeguards. We use reasonable administrative, technical and physical safeguards to protect Dealer Data. These include:

• encryption in transit (HTTPS/TLS);
• tenant isolation, so one dealer's data is kept separate from another's;
• role-based access controls for your Users, and limited, logged access for our staff;
• encrypted backups made nightly; and
• hosting in the United States.

10.2 If something goes wrong. If we confirm a security breach affecting Dealer Data, we'll notify you without undue delay, tell you what we know and what you may need to do, and cooperate if you need to notify your customers.

10.3 Privacy Policy. Our Privacy Policy explains how we handle personal information more generally. If it conflicts with this agreement on Dealer Data, this agreement wins.

10.4 Your part. Security is shared. You're responsible for your Users' passwords, the devices and networks you use to access the Service, and the access permissions you assign.

11. Third-party services

HelmDMS connects to other companies' services. When you use them, their terms also apply, and you may need your own account with them.

• Stripe handles card, terminal and ACH payments, both your payments to us and your customers' payments to you. Stripe's terms apply to that processing. HelmDMS is software, not a bank or a money transmitter: funds move through Stripe, and we never hold your customers' money.
• Telnyx carries texts and calls. You are responsible for messaging consent and compliance as described in section 12, including any carrier registration (such as 10DLC) for your business. You agree to give accurate business information for that registration.
• QuickBooks Online sync requires your own Intuit account. You remain responsible for your books.
• Supplier and distributor feeds (catalogs, pricing, stock and ordering) come from the suppliers themselves and are provided as is. Supplier prices, stock levels and part details can be wrong, late or out of date. Check anything critical before you rely on it, and remember that your order is with the supplier, not with us.
• Listing sites and social media, such as Boat Trader, YachtWorld, Boats.com and Facebook, only receive your data if you connect them. Their rules, fees and decisions about your listings are theirs.
• AI and voice providers power the HelmDMS AI agent and invoice parsing. If you use your own keys, your agreement with that provider applies.

We don't control these providers and aren't responsible for their outages, errors, or changes to their services or prices. If one changes or ends an integration, we'll make reasonable efforts to keep things working.

12. Messaging, calls, phone service and AI

12.1 Consent is your responsibility. You are the sender of the texts, emails and calls you send through HelmDMS, including automated reminders and marketing. You are responsible for consent the law requires (including the Telephone Consumer Protection Act and CAN-SPAM), honoring opt-outs, and message content. Don't work around the Service's opt-out handling (such as STOP replies).

12.2 Call recording. If you record calls or use the AI phone agent, you're responsible for any disclosures and consents the law requires where you and your callers are located.

12.3 AI answers can be wrong. The AI agent can make mistakes. You are responsible for its configuration and for what it tells your customers on your behalf.

12.4 Carrier action. Carriers may filter or block messages, or suspend numbers that break their rules. We may pause sending from your account if we see behavior that puts our carrier relationships at risk, and we'll tell you why.

12.5 Texting add-on: your responsibilities. The Texting add-on changes how texting is billed, not who is responsible for it. Sections 12.1 and 12.4 apply in full: you remain responsible for customer consent, honoring opt-outs, the content of your messages, and giving accurate business information for carrier (10DLC) registration.

12.6 Texting add-on: fair use. The flat price assumes normal dealership texting (service updates, reminders, quotes and customer conversations). It is not an unlimited bulk-messaging plan. If we see sustained bulk or marketing-blast volume, or a carrier imposes fees on your traffic, we'll contact you first to work it out, for example by moving that volume to usage-at-cost billing or passing through the carrier fee. We won't change your price or stop your texting under this section without notice and a fair chance to respond, unless a carrier requires immediate action.

12.7 Phone service: your numbers and your use. The phone numbers you bring to us, or that we assign to your account, are for your business's use. If you leave, we'll release your numbers so you can move (port) them to another provider. Calls must comply with the same consent and acceptable-use rules as texts (sections 12.1 and 13). Call quality depends on your internet connection and equipment, which are your responsibility.

12.8 Phone service: 911 and emergency calls. Please read this carefully and make sure everyone who uses your phones knows it.

• Registered 911 address. We register a street address (your "E911 address") for each phone number when we set up your service. 911 calls send that address to emergency dispatchers.
• Keep it current. You must give us the correct street address, including the building, suite or floor where the phones are, and tell us before you move a phone or open a new location. If the registered address is wrong, emergency responders may be sent to the wrong place.
• VoIP 911 limits. VoIP 911 is not the same as traditional landline 911. It won't work during a power outage, or if your internet service, network equipment or our service is down, unless you've arranged backup power and connectivity. Calls may also be delayed or reach a dispatcher without your address if your E911 address isn't current, or if a phone is used away from its registered address. Keep another way to call 911, such as a mobile phone, available.
• Labels. We'll give you warning labels about these limits on request. Place one on or near each phone.
• Liability. To the extent the law allows, neither we nor our providers are liable for a 911 call that can't be completed, is delayed or is sent to the wrong place because of the limits above, a wrong or out-of-date E911 address, or an outage we don't control.

By accepting this agreement for Phone service, you acknowledge that you have read and understand these 911 limits.

13. Acceptable use

You agree not to, and not to let anyone else:

• use the Service for anything illegal, fraudulent or deceptive;
• send spam or messages without required consent;
• upload malware or try to break, overload or probe the Service's security;
• try to access another dealer's data or any part of the Service you're not authorized to use;
• copy, resell or sublicense the Service, or use it to build a competing product; or
• reverse engineer the Service, except where the law expressly allows it.

If you break these rules in a way that puts the Service, other dealers or the public at risk, we may suspend the affected part of your account right away. Otherwise, we'll tell you first and give you a fair chance to fix it.

14. Service availability

14.1 Uptime target. We use commercially reasonable efforts to keep the Service available, with a target of 99.5% uptime each calendar month.

14.2 What doesn't count as downtime:

• scheduled maintenance we announce at least 48 hours in advance (we aim to schedule it outside US Central business hours);
• urgent security fixes;
• problems with your internet, devices or networks;
• outages of Third-Party Services, such as Stripe, Telnyx, QuickBooks Online or supplier feeds; and
• events covered by section 24.5 (force majeure).

14.3 Service credit. If we miss the target in a month, ask within 30 days after that month ends and we'll credit the pro-rata share of that month's Subscription Fee for the time the Service was unavailable, up to that month's full fee. This credit is your only remedy for a missed target, though you can still cancel.

15. Support

15.1 How to reach us. Support is included at no extra charge, by email at hello@helmdms.com and by phone at (270) 807-1000, Monday to Friday, 9am to 5pm US Central time, excluding US federal holidays. You'll talk to the team that builds the Service.

15.2 Outages. We monitor the Service and respond to outages outside business hours as quickly as we reasonably can.

16. Intellectual property

16.1 Ours. We own HelmDMS: the software, design, documentation, and the HelmDMS name and logo. Your subscription gives you the right to use the Service under this agreement. It doesn't transfer ownership of anything.

16.2 Yours. You own your Dealer Data, your business name, logos, photos and other branding. You let us use them only to provide the Service to you, for example to show your logo on your invoices and dealer website.

16.3 Feedback. We love hearing ideas from dealers. If you send us suggestions, you agree we can use them freely to improve HelmDMS, without owing you anything. We won't identify you as the source without your permission.

17. Confidentiality

Each of us will use the other's non-public information (your Dealer Data and business details; our pricing, roadmap and non-public parts of the Service) only for this agreement, protect it with reasonable care, and share it only with people who need it and are bound to confidentiality. This doesn't cover information that is public, already known, independently developed, or lawfully received from someone else. Disclosure required by law is allowed after notice where permitted. These duties last for the term plus three years, and for as long as we hold Dealer Data.

18. Warranties and disclaimers

18.1 What we promise. We will provide the Service professionally and substantially as described in our documentation. If it doesn't work as promised, tell us and we'll work to fix it. If we can't fix a material problem within a reasonable time, you may cancel and we'll refund prepaid fees for the unused period.

18.2 What you promise. You have the rights to the Dealer Data you put into the Service, and you'll use the Service lawfully.

18.3 HelmDMS is a tool. The Service calculates what you configure. You remain responsible for your own sales tax rates and rules, pricing, surcharges and fees, rebate claims, legal and regulatory compliance, and financial and tax records. We are not your accountant, tax advisor or lawyer. Check important figures, especially before filing taxes or making financial decisions.

18.4 Disclaimer. Apart from the promises in this agreement, the Service is provided "as is." To the extent the law allows, we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement. We don't promise the Service will be error-free or uninterrupted.

19. Limitation of liability

19.1 Cap. Each party's total liability arising from this agreement is limited to the fees you paid us under this agreement in the 12 months before the event that gave rise to the claim.

19.2 No indirect damages. Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or business opportunities, even if told they were possible.

19.3 Exceptions. These limits don't apply to: your obligation to pay fees you owe; either party's indemnity obligations under section 20; liability for gross negligence, fraud or willful misconduct; or anything that can't legally be limited.

20. Indemnities

20.1 From us. If a third party claims the Service, as we provide it, infringes their intellectual property, we'll defend you and pay any damages finally awarded or agreed in settlement. We may instead modify the Service, secure your right to keep using it, or end the affected part and refund prepaid fees for it. This doesn't cover claims caused by Dealer Data, Third-Party Services, or misuse of the Service.

20.2 From you. If a third party claims against us because of your Dealer Data, the messages and calls you send (including consent claims under section 12), or your unlawful use of the Service or breach of section 13, you'll defend us and pay any damages finally awarded or agreed in settlement.

20.3 How it works. The party asking for protection must tell the other promptly, let it control the defense and settlement (no settlement may admit fault for the protected party without its consent), and cooperate reasonably.

21. Termination for cause and what happens after

21.1 For cause. Either party may end this agreement by written notice if the other materially breaches it and doesn't fix the breach within 30 days of being told about it. Non-payment is handled under section 6.

21.2 Insolvency. Either party may end this agreement if the other becomes insolvent, makes an assignment for the benefit of creditors, or stops doing business.

21.3 What happens when it ends.

• Your access to the Service ends, and any hosted dealer website is taken down.
• You pay any fees owed up to the end date.
• You keep the right to export your Dealer Data for 30 days (section 9.4), and then we delete it (section 9.5).
• We'll reasonably help you port your phone numbers and point your domain to a new provider.
• Sections that by their nature should continue (fees owed, data, confidentiality, liability, indemnities, governing law) survive.

22. Governing law and disputes

22.1 Talk first. Before going to court, either party will describe the problem in writing and both will try in good faith to resolve it within 30 days. Urgent relief can be sought at any time.

22.2 Law and venue. This agreement is governed by the laws of the Commonwealth of Kentucky, without regard to its conflict-of-law rules. Any lawsuit must be brought in the state courts located in Calloway County, Kentucky, or the federal court for the Western District of Kentucky, and both parties consent to those courts.

23. Changes to this agreement

23.1 Notice. We may update this agreement from time to time. We'll post the new version here with a new version date and email the account owner at least 30 days before it takes effect for you.

23.2 Acceptance. If you keep using the Service after that 30-day period, the updated agreement applies to you.

23.3 Your way out. If a change materially harms you, you may cancel before it takes effect, without the usual 30-day notice period, and we'll refund any prepaid fees for the period after your access ends. Changes we make can't take away your founding-dealer rate under section 7.1.

23.4 Signed agreements. If you signed a custom order form with different terms, those terms continue to apply unless both parties agree in writing to change them.

24. General

24.1 Entire agreement. This agreement, your order form (including the plan details and special terms on the pay-link page you accept at checkout, and any signed proposal they refer to) and any written Professional Services quotes are the whole agreement about the Service. If your order form conflicts with this agreement, the order form wins. Terms in your purchase orders don't apply.

24.2 Assignment. Neither party may transfer this agreement without the other's consent, which won't be unreasonably withheld, except to a buyer of all or substantially all of its relevant business that takes on all of its obligations.

24.3 Notices. We send notices by email to your account owner. Notices to us go to hello@helmdms.com; legal notices (such as breach or a claim) must also be sent in writing to Hughes Technology LLC, Attn: Blake Hughes, [PROVIDER ADDRESS], Murray, Kentucky.

24.4 Electronic records. You agree that this agreement, your acceptance, invoices and notices can be in electronic form and are as valid as paper.

24.5 Force majeure. Neither party is responsible for delays or failures caused by events beyond its reasonable control, such as natural disasters, power, internet, hosting or telecom failures, war, or government action. This doesn't excuse paying for Service already provided.

24.6 Severability and waiver. If any part of this agreement is found unenforceable, the rest stays in effect and that part is enforced as far as the law allows. A delay in enforcing a right doesn't waive it.

24.7 Independent parties. We are independent contractors, and there are no third-party beneficiaries.

25. Acceptance

You accept this agreement on your business's behalf by clicking to accept it at checkout or by signing an order form that refers to it, and you confirm you have authority to do so. It applies from the date you accept. The version in effect is the one shown at the top of this page, or the version referenced on your signed order form.

Contact

Hughes Technology LLC, doing business as HelmDMS · Contact: Blake Hughes · [PROVIDER ADDRESS], Murray, Kentucky · hello@helmdms.com · (270) 807-1000

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