Terms of Service
1. Scope & Acceptance
These Terms of Service (“Terms”) govern your access to and use of (a) the website located at toma.com (the “Site”), (b) any public voice or chat demonstrations available on the Site (the “Demos”), and (c) the Toma Web Chat widget that may be embedded on third-party automobile-dealer websites (the “Web Chat”) (collectively, the Site, Demos, and Web Chat are the “Services”).
“You” or “your” means either (a) an authenticated user who logs in to the Toma platform on behalf of a dealership (a “Dealer User”), (b) an unauthenticated visitor browsing the Site or trying the Demos (a “Visitor”), or (c) an end-user consumer interacting with the Web Chat on a dealer’s website (a “Chat User”).
If your dealership has executed Toma’s Enterprise Terms or a Master Services Agreement, those terms control the paid platform services. These Terms apply to your use of the Site, Demos, and Web Chat and supplement—do not replace—any executed Enterprise Terms.
By visiting the Site, creating an account, using a Demo, or engaging with the Web Chat, you agree to these Terms and to our Privacy Policy (available at toma.com/docs/privacy). If you do not agree, do not use the Services.
2. Web Chat Service
2.1 Description
The Web Chat is an AI-powered conversational widget embedded on participating automobile-dealer websites. It enables Chat Users to ask questions about vehicle inventory, obtain non-binding payment and affordability estimates, schedule test drives, and communicate with dealership staff. The Web Chat may also facilitate continuation of conversations via SMS text messaging or initiate outbound phone calls at the Chat User’s request.
2.2 AI-Generated Content — No Reliance
ALL RESPONSES PROVIDED BY THE WEB CHAT ARE GENERATED BY ARTIFICIAL INTELLIGENCE AND ARE FOR GENERAL INFORMATIONAL AND CONVENIENCE PURPOSES ONLY. They do not constitute financial advice, lending commitments, binding price quotes, credit decisions, or purchase agreements. Payment and affordability estimates are approximations based on publicly available data and dealer-provided information; actual financing terms, vehicle availability, incentives, and pricing are determined solely by the applicable dealer and any participating lender. You should independently verify all information with the dealer before making any purchasing or financing decision. Toma expressly disclaims any liability arising from your reliance on AI-generated content.
2.3 Toma as Technology Provider — No Agency
Toma provides the Web Chat as a technology platform to participating dealers. Toma is not an automobile dealer, lender, broker, insurance provider, or financial advisor. The Web Chat does not create any agency, partnership, joint venture, or employment relationship between Toma and any dealer or Chat User. Toma is not a party to any vehicle sale, lease, trade-in, or financing transaction. The dealer, not Toma, is responsible for the accuracy of inventory data, pricing, and any offers communicated through or in connection with the Web Chat.
2.4 Dealer Responsibilities
Dealers that embed the Web Chat on their websites are responsible for: (a) ensuring their use of the Web Chat complies with all applicable federal, state, and local laws and regulations, including the Telephone Consumer Protection Act (“TCPA”), CAN-SPAM Act, state consumer-protection statutes, and automotive advertising regulations; (b) providing all required notices and obtaining all required consents from Chat Users as mandated by applicable law, including consent for electronic communications; (c) the accuracy of all inventory, pricing, incentive, and financing information made available through the Web Chat; and (d) not uploading, transmitting, or causing to be transmitted through the Web Chat any data that is subject to heightened privacy or security requirements, including personal financial account numbers, Social Security numbers, driver’s license numbers, or protected health information. Toma shall have no liability for any sensitive data transmitted in violation of this restriction.
2.5 SMS and Phone Communications
If you provide your phone number through the Web Chat and affirmatively opt in to receive text messages, or if you request that a dealer or Toma representative call you, you expressly consent to receive such communications at the number you provide. Standard message and data rates may apply. Message frequency varies. You may opt out of SMS communications at any time by replying STOP to any message. Consent to receive SMS or phone calls is not a condition of purchasing any goods or services. Toma and/or the applicable dealer may send you communications related to vehicle inquiries, appointment reminders, and follow-up regarding your Web Chat interaction.
2.5A Messaging Compliance; Opt-Out Management (Dealer Users)
If you use the Toma platform or the Web Chat to initiate, send, or facilitate outbound communications to any person, including phone calls, text messages (SMS/MMS), or emails (collectively, “Messages”), you are solely responsible for ensuring that such Messages and your related practices comply with all applicable laws, regulations, and industry guidelines, including requirements relating to consent, opt-in, opt-out, and do-not-contact requests.
You represent and warrant that: (a) you have obtained, and will maintain, all consents, permissions, and authorizations required to send Messages to each recipient; (b) any contact information or recipient data you upload or provide has been collected and maintained in compliance with applicable law; (c) you have implemented and will maintain commercially reasonable processes to honor opt-out requests, do-not-contact designations, and other recipient preferences in a timely manner; and (d) any lists used for bulk or automated messaging are pre-screened to include only eligible recipients for whom you have a lawful basis to send the applicable category of Messages.
Toma may provide product features intended to help you track and suppress Messages to recipients you designate within the platform as opted out (including recipients marked with a “none” designation for transactional, marketing, or overall SMS communications). However, you acknowledge and agree that Toma does not review, validate, or independently verify the accuracy, completeness, or legal sufficiency of any recipient data, consent status, or compliance practices provided or implemented by you, and you remain responsible for ensuring that any new or updated data you upload or use through the Services excludes recipients who have not provided required consent or who have opted out.
To the fullest extent permitted by law, Toma disclaims liability for, and you will be solely responsible for, any claims, damages, fines, penalties, or other losses arising out of or related to your Messages or your failure to comply with applicable messaging, privacy, or consumer protection laws.
2.6 Conversation Recording and Storage
All Web Chat conversations are recorded, stored, and may be reviewed by Toma and the applicable dealer. By using the Web Chat, you acknowledge and consent to this recording and storage. Chat transcripts may be shared with the dealer on whose website you engaged the Web Chat for the purposes of customer service, follow-up, and sales operations.
2.7 Chat User Content
Any information, questions, or messages you submit through the Web Chat (“Chat User Content”) may be recorded, stored, analyzed, and shared with the applicable dealer. You grant Toma a non-exclusive, worldwide, royalty-free, sublicensable license to use, store, reproduce, modify, and process Chat User Content to: (a) operate, maintain, and improve the Services; (b) train and enhance Toma’s AI models and algorithms; (c) provide analytics, transcripts, and reporting to the applicable dealer; and (d) generate aggregated, de-identified data for benchmarking and product development. You represent that any information you provide is accurate and that you have the right to provide it.
3. License
Subject to your compliance with these Terms, Toma grants you a personal, non-exclusive, non-transferable, revocable, limited license to access the Site and use the Services solely for their intended purposes: evaluation or internal business use (for Dealer Users), or personal vehicle-shopping inquiries and related communications (for Chat Users and Visitors).
4. Acceptable Use
You agree not to:
- use the Services for any unlawful purpose or in violation of any applicable law or regulation;
- attempt to reverse-engineer, decompile, disassemble, or extract source code from the Services or any Toma AI model;
- use automated means (bots, scrapers, crawlers, or similar tools) to access the Services except as expressly permitted in writing by Toma;
- submit false, misleading, or fraudulent information through the Web Chat or any other Service;
- impersonate any person or entity, or misrepresent your affiliation with any person or entity;
- interfere with or disrupt the integrity, security, or performance of the Services or any underlying infrastructure;
- use the Web Chat or Services to harvest, collect, or store personal data of other users;
- use the Services to send unsolicited commercial messages or spam; or
- attempt to probe, scan, or test the vulnerability of the Services or circumvent any security measures.
5. Intellectual Property
Toma and its licensors own all right, title, and interest in and to the Services, including all software, AI models, algorithms, machine-learning outputs, user interfaces, designs, trademarks, service marks, logos, and content (excluding Chat User Content and Demo Content submitted by users). Nothing in these Terms transfers any intellectual property rights to you. All rights not expressly granted are reserved by Toma.
6. Data Collection & Privacy
Our collection and use of personal information is described in our Privacy Policy (available at toma.com/docs/privacy). By using the Services, you acknowledge that you have read and understood the Privacy Policy. The Web Chat collects information including your name, email address, phone number, vehicle of interest, and the content of your conversation. Toma processes this information as a service provider on behalf of the applicable dealer. Please review the Privacy Policy for full details on how this data is collected, used, shared, retained, and protected.
7. Third-Party Dealer Websites
The Web Chat may appear on third-party dealer websites that Toma does not own, operate, or control. Toma is not responsible for the content, privacy practices, terms, or accuracy of information on those websites. Your use of a dealer’s website is subject to that dealer’s own terms and policies. The presence of the Web Chat on a dealer website does not constitute Toma’s endorsement of, or assumption of responsibility for, that dealer or any vehicle, product, or service offered by that dealer.
8. Third-Party Data
The Services may display or reference data, information, or content provided by dealers, third-party data providers, or other outside sources (“Third-Party Data”), including vehicle specifications, pricing, availability, and financing information. Toma and its suppliers and licensors disclaim all responsibility for the accuracy, completeness, timeliness, or availability of any Third-Party Data. Your reliance on Third-Party Data is at your own risk.
9. Disclaimer of Warranties
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. TOMA DOES NOT WARRANT THAT: (A) THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; (B) ANY INFORMATION PROVIDED BY THE WEB CHAT WILL BE ACCURATE, COMPLETE, OR CURRENT; (C) ANY PAYMENT OR AFFORDABILITY ESTIMATE WILL REFLECT ACTUAL FINANCING TERMS AVAILABLE TO YOU; OR (D) THE SERVICES WILL MEET YOUR REQUIREMENTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM TOMA OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
10. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TOMA, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICES, INCLUDING WITHOUT LIMITATION ANY RELIANCE ON PAYMENT ESTIMATES, VEHICLE INFORMATION, AI-GENERATED CONTENT, OR OTHER CONTENT PROVIDED THROUGH THE WEB CHAT, EVEN IF TOMA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TOMA’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) ONE HUNDRED U.S. DOLLARS ($100.00); OR (B) THE TOTAL AMOUNT YOU HAVE PAID TO TOMA IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ANY LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
11. Indemnification
You will indemnify, defend, and hold harmless Toma, its affiliates, and their respective officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to:
- your breach of these Terms or any representation or warranty herein;
- Chat User Content or Demo Content you submit;
- your misuse of the Services;
- your violation of any applicable law, regulation, or third-party right;
- any dispute between you and a dealer arising from information obtained through the Web Chat; or
- for Dealer Users: any claim arising from your failure to obtain required consents or provide required notices under applicable law, including the TCPA, in connection with SMS or phone communications initiated through the Web Chat.
12. Termination
Toma may terminate or suspend your access to any or all of the Services at any time, with or without notice, for any reason, including if Toma reasonably believes you have breached these Terms. Upon termination, your license to use the Services immediately ceases. Sections 2.2, 2.3, 2.6, 2.7, 5, 8, 9, 10, 11, 13, and 14 survive termination.
13. Governing Law & Dispute Resolution
These Terms are governed by the laws of the State of California, without regard to its conflict-of-law principles. Any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be resolved exclusively in the state or federal courts located in San Francisco County, California, and you irrevocably consent to the personal jurisdiction and venue of those courts.
14. General Provisions
These Terms, together with the Privacy Policy and any applicable Enterprise Terms, constitute the entire agreement between you and Toma regarding the Services. If any provision of these Terms is found to be invalid or unenforceable, that provision shall be enforced to the maximum extent permissible and the remaining provisions shall remain in full force and effect. Toma’s failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Toma may freely assign or transfer these Terms and its rights hereunder; you may not assign these Terms without Toma’s prior written consent. Toma may update these Terms at any time by posting a revised version on the Site and updating the “Last updated” date. Your continued use of the Services after any such change constitutes your acceptance of the revised Terms.
15. Contact
If you have questions about these Terms, please contact us at:
Toma, Inc.
277 Carolina St., San Francisco, CA 94103
