Read the dealership’s responsibilities and indemnity terms
The dealership is responsible for the content it supplies, its use of VDPTXT, and messages sent by or on its behalf. It agrees to obtain and document required consents, honor opt-out requests, and comply with applicable privacy, advertising, and messaging laws.
To the fullest extent permitted by law, the dealership will defend, indemnify, and hold harmless Theory9 and its officers, employees, and agents against third-party claims, including regulatory proceedings, arising from the dealership’s breach of these terms, its content, or the acts or omissions of the dealership or its personnel in using VDPTXT. This obligation covers resulting damages, judgments, reasonable attorneys’ fees and defense costs, approved settlements, and fines or penalties to the extent lawfully indemnifiable. It excludes losses to the extent caused by an indemnified party’s own negligence or willful misconduct.
Theory9 will promptly notify the dealership of a claim and reasonably cooperate at the dealership’s expense. A delay in notice relieves the dealership of its obligations only to the extent materially prejudiced. The dealership may control the defense but may not settle a claim in a way that admits fault by, imposes obligations on, or fails to release an indemnified party without that party’s written consent. These obligations survive termination for conduct occurring during use of VDPTXT.