Terms of Service
These Terms of Service (these “Terms”) govern Customer’s access to and use of the Services. These Terms are entered into by and between the Provider entity identified in the applicable Order Form, online signup flow, or other ordering document (“Provider”) and the customer identified in the applicable Order Form, online signup flow, or other ordering document (“Customer”). Provider and Customer may each be referred to as a “Party” and together as the “Parties.”
1. Structure of Agreement
1.1 Agreement. The “Agreement” consists of the applicable Order Form, these Terms, any applicable statement of work, service description, data processing addendum, or other exhibit expressly incorporated by reference, and any applicable merchant, payment-processing, or other supplemental agreement expressly identified in the applicable Order Form or service flow.
1.2 Order of Precedence. If there is a conflict among the Agreement documents, the following order controls unless the applicable document expressly states otherwise: (a) the Order Form; (b) any statement of work, service description, or exhibit expressly incorporated into the Order Form and specifically applicable to the purchased Service; (c) these Terms; and (d) any other incorporated exhibit.
1.3 Acceptance. Customer accepts the Agreement by signing or otherwise accepting an Order Form, clicking to accept the Agreement in an online or in-product flow, executing any other authorized electronic acceptance workflow, or accessing or using any Service after being presented with the Agreement.
1.4 Affiliate Contracting Entity. Provider may perform under the Agreement through one or more affiliates, subprocessors, contractors, or service providers. If the applicable Order Form identifies a Provider affiliate or brand entity as the contracting party, references in these Terms to “Provider” mean that entity for purposes of the applicable Service.
1.5 Authorized Partners and Indirect Orders. Customer may order or purchase certain Services through an authorized reseller, representative, referral partner, marketplace, OEM or manufacturer program, or other channel partner authorized by Provider (“Authorized Partner”). Unless Provider expressly agrees otherwise in the applicable Order Form, Provider is not responsible for any separate promises, services, support, discounts, credits, warranties, statements, or obligations of an Authorized Partner, and any commercial terms between Customer and the Authorized Partner are between those parties. Provider may reject or suspend any indirect order that is not accepted by Provider or that is inconsistent with Provider’s applicable program requirements.
2. Access Rights and Use Restrictions
2.1 Limited Right to Use. Subject to the Agreement, Provider grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable term to access and use the Services solely for Customer’s internal business purposes and only in accordance with the Agreement and Provider’s then-current documentation. “Services” means the products, software, websites, applications, tools, subscriptions, professional services, implementation services, support services, and other offerings identified in the Agreement or otherwise made available by Provider to Customer.
2.2 Users. Customer may permit its employees, contractors, and other authorized users to access and use the Services on Customer’s behalf, subject to any user limits, usage limits, rooftop limits, dealership-location limits, or other restrictions in the Agreement. Customer may use the Services only for the subscribed locations, rooftops, dealerships, departments, or other authorized environments identified in the applicable Order Form or otherwise authorized by Provider. Customer is responsible for its users’ compliance with the Agreement.
2.3 Restrictions. Customer shall not, and shall not permit any third party to: (a) copy, modify, adapt, translate, or create derivative works of the Services except as expressly permitted by the Agreement; (b) reverse engineer, decompile, disassemble, or otherwise attempt to discover source code, object code, underlying structure, algorithms, or non-public APIs of the Services; (c) sell, resell, lease, license, sublicense, distribute, make available, or otherwise provide the Services to a third party on a service bureau, managed service, outsourcing, or time-sharing basis except as expressly permitted by the Agreement; (d) access or use the Services to build or support a competing product or service, or to benchmark or publicly disclose performance results without Provider’s prior written consent; (e) interfere with, disrupt, circumvent, disable, or compromise the operation, security, or integrity of the Services or any usage limits, location limits, subscription limits, or access controls; (f) use any robot, scraper, crawler, or automated means to access or extract data from the Services other than Customer Data, except to the extent expressly enabled by Provider; (g) use one subscribed account, license, configuration, or environment to support unauthorized locations, entities, or user populations; (h) share credentials among multiple unauthorized users or permit access by users who are not properly authorized; (i) improperly extract data, scrape or bulk-download restricted content, misuse cross-location visibility, or otherwise circumvent subscription, security, or usage controls; or (j) use the Services in violation of applicable law, regulation, industry rule, third-party rights, or the Agreement.
2.4 Reservation of Rights. The Services are licensed, not sold. Except for the limited rights expressly granted to Customer, Provider and its licensors reserve all right, title, and interest in and to the Services and all related technology, software, content, documentation, and intellectual property rights.
3. Customer Responsibilities
3.1 Account Security. Customer is responsible for all access to and use of the Services through Customer’s accounts, credentials, systems, devices, and environments. Customer shall maintain commercially reasonable safeguards for usernames, passwords, tokens, terminals, and other credentials, shall promptly disable or update access for departed personnel, and shall promptly notify Provider of any known or suspected unauthorized access to the Services.
3.2 Accurate Information. Customer shall provide accurate and complete information reasonably needed for Provider to provide the Services and shall promptly update that information as needed.
3.3 Systems, Hardware, and Connectivity. Unless expressly stated otherwise in the Agreement, Customer is responsible for obtaining and maintaining the hardware, devices, software, systems, network and internet connectivity, physical access, and other Customer-side resources needed to access and use the Services. Customer is also responsible for misuse of Customer-controlled devices, local-network security, and any Customer-side system changes that impair the Services.
3.4 Lawful Use. Customer is solely responsible for ensuring that its use of the Services, including its workflows, outputs, communications, marketing and payment practices, business decisions, and reliance on service-generated or automated outputs or actions, complies with applicable law and reflects Customer’s own reasonable business judgment where such review is reasonably appropriate for the use case.
3.5 Messaging and Communications. To the extent Customer uses any Service functionality involving customer communications or related outputs, including email, text, voice, chat, recorded or monitored calls, or automated or AI-enabled messages, transcripts, summaries, or similar outputs, Customer is solely responsible for obtaining and maintaining any legally required notices, permissions, and consents and for honoring opt-outs, revocations, do-not-contact requests, suppression lists, internal do-not-call policies, and similar consumer rights. Without limiting the foregoing, Customer remains responsible for compliance with the Telephone Consumer Protection Act, applicable FCC rules and orders, the Telemarketing Sales Rule, National Do Not Call requirements, state telemarketing and call-recording laws, carrier requirements, and similar laws or rules applicable to Customer’s use of the Services. Where Customer uses marketing text messages or recorded or monitored calling functionality, Customer is responsible for maintaining evidence of any required prior express consent, prior express written consent, or double opt-in, as applicable, providing legally compliant opt-out instructions, and giving any employee, caller, or call recipient notice required by applicable call-recording or monitoring laws.
3.6 Message Content and Campaign Controls. If a Service includes templated, automated, bulk, marketing, recorded, monitored, or AI-enabled communications, Provider may require Customer to submit message templates, campaign content, consent flows, or call-recording notices for review, may modify, reject, disable, or limit use of content or campaigns that Provider reasonably believes may violate applicable law, platform requirements, carrier rules, industry rules, or the Agreement, and may limit particular communication features to transactional or informational messages unless Provider expressly approves a broader use case. Provider’s review or approval of any content, template, campaign, notice, or workflow does not transfer legal responsibility for that use to Provider.
3.7 Payment Services; PCI; Chargebacks. If a Service includes payment acceptance, mobile bill pay, stored-value, merchant services, card, check, ACH, POS-device, or similar payment functionality, Customer is responsible for complying with all applicable merchant agreements, processor agreements, card-network rules, NACHA rules, PCI-DSS requirements, device-inspection and device-security requirements, refund, reversal, surcharge, cash-discount, convenience-fee, chargeback, tax, escheat, and consumer-dispute obligations applicable to Customer’s use of that functionality. Provider is not responsible for the underlying sale, repair, invoice, payment amount, refund, chargeback, reversal, consumer dispute, or merchant-processing obligation except to the extent expressly stated in the Agreement.
3.8 Customer Cooperation. Customer shall provide reasonable cooperation, qualified personnel, approvals, credentials, access, data-validation support, scheduling assistance, and other assistance reasonably requested for implementation, onboarding, training, integrations, migration, launch, payment or merchant configuration, and similar setup or support activities. Delays caused by Customer do not excuse payment obligations unless the Agreement expressly states otherwise.
4. Services; Changes; Suspension
4.1 Services. Provider shall provide the Services identified in the applicable Order Form, subject to the Agreement. Provider may engage affiliates, subprocessors, hosting providers, implementation partners, contractors, data, communication, AI or model providers, payment providers, integration partners, and other service providers in providing the Services.
4.2 Implementation, Onboarding, and Related Services. If the applicable Order Form includes migration, onboarding, implementation, launch, training, deployment, configuration, or similar services, Provider shall perform those services as described in the applicable Order Form, statement of work, or implementation materials using commercially reasonable efforts. Provider may use third-party implementation, extraction, or other service providers in performing those services.
4.3 Migration and Implementation Limitations. Provider shall use commercially reasonable efforts to perform migration and implementation services, but does not guarantee that any migration, launch, or implementation shall be error-free or preserve all data, content, formatting, historical information, relationships, or legacy-system functionality. Data entered in a legacy system after extraction may need to be manually recreated in the new environment. Structural problems in legacy data, inconsistencies in source systems, and limitations in third-party extraction tools may prevent complete or exact migration results. Customer acknowledges that trial, staging, or temporary data may be overwritten as part of the migration process.
4.4 Review and Acceptance of Implementation Outputs. Customer is responsible for reviewing implementation, migration, launch, or onboarding outputs and reporting any material issues within the review period stated in the applicable Order Form or implementation materials or, if no review period is stated, within five (5) business days after delivery. Provider is not responsible for issues first reported after that review period to the extent those issues could reasonably have been identified during timely review.
4.5 Service Standard and Exclusive Remedy. Provider shall use commercially reasonable efforts to perform implementation and related professional services in a professional and workmanlike manner. Customer’s exclusive remedy for Provider’s failure to satisfy that standard is, at Provider’s option, re-performance of the affected services or refund of the fees paid for the non-conforming portion of those services, provided that Customer gives Provider timely written notice within the review period described in Section 4.4.
4.6 Service Changes. Provider may modify, enhance, update, replace, restrict, or discontinue features or functionality of the Services from time to time, provided that Provider shall not materially reduce the core functionality of a subscribed Service during the applicable paid term except where reasonably necessary to address security issues, legal requirements, technical risks, safety concerns, or third-party provider changes.
4.7 Maintenance and Availability. Provider may perform scheduled or emergency maintenance, updates, repairs, testing, security work, and other operational changes affecting the Services. Provider shall use commercially reasonable efforts to schedule non-emergency maintenance in a manner intended to limit material disruption where practicable, but Provider is not responsible for downtime, delay, data-quality issues, or performance problems caused by Customer systems, internet or telecommunications failures, Third-Party Services, DMS providers, OEM or manufacturer systems, payment or communication networks, or other systems outside Provider’s reasonable control.
4.8 Product Sunset. Provider may discontinue or terminate an affected Service or material Service component upon reasonable notice if Provider stops supporting that Service or component generally, if continued support becomes commercially impracticable, or if a legal, security, technical, or third-party-provider issue materially affects Provider’s ability to provide it. If Provider terminates an affected paid Service under this Section before the end of the then-current paid term for reasons other than Customer’s breach, Provider will provide a pro rata refund or credit for any prepaid unused fees for the terminated portion of that Service, unless the applicable Order Form states otherwise.
4.9 Third-Party Services, Dealer Systems, and Data Sources. The Services may interoperate with or depend on third-party platforms, systems, data sources, integrations, providers, and services (“Third-Party Services”). If the applicable Service connects to Third-Party Services, Customer authorizes Provider to access, transmit, receive, store, use, disclose, and process the data reasonably necessary to provide the Service, support approved programs or integrations, and fulfill Customer’s instructions, and Customer is responsible for obtaining any permissions, credentials, notices, and consents required for that connectivity or sharing. Provider may disclose Customer Data to Third-Party Services and related providers, including OEM or manufacturer programs, DMS or integration partners, payment or merchant-service providers, AI or model providers, telephony or communications providers, and other authorized providers, as reasonably necessary to provide the Services or support approved programs or integrations authorized by Customer. Provider is not responsible for Third-Party Services that Provider does not control, including any downtime, changes, errors, removal of functionality, data-quality issues, or third-party terms applicable to those services.
4.10 Suspension. Provider may suspend Customer’s or any user’s access to the Services immediately, in whole or in part, if Provider reasonably determines that suspension is necessary to: (a) prevent or address a security issue, fraud, misuse, or unlawful activity; (b) avoid harm to the Services, Provider systems, payment flows, communication channels, other customers, or third parties; (c) respond to legal process or a legal or regulatory requirement; (d) address Customer’s non-payment or material breach of the Agreement; or (e) prevent unauthorized access or use. Provider may also reject, remove, disable access to, or decline to use any Customer Data or Customer-provided materials that Provider reasonably believes may violate the Agreement, applicable law, third-party rights, or applicable platform policies. Suspension does not excuse Customer’s payment obligations, and Provider may condition restoration of access on cure of the underlying issue, payment of amounts due, and any reasonable reinstatement or reactivation fees stated in the applicable Order Form or Provider’s then-current policies.
4.11 Notice of Suspension. Provider shall use commercially reasonable efforts to provide notice of a suspension and an opportunity to cure where practicable, but no advance notice is required where Provider reasonably believes immediate action is necessary.
5. Customer Data; Privacy; Data Rights
5.1 Customer Data. “Customer Data” means data, content, records, files, communications, images, videos, photographs, logos, trademarks, social-media content, documents, repair information, inspection or appraisal information, vehicle information, payment-related records, customer information, and other materials submitted to, imported into, transmitted through, stored in, or otherwise made available through the Services by or for Customer or its users. Customer Data does not include Usage Data, Aggregated Data, or Provider technology.
5.2 Customer Ownership. As between the Parties, Customer owns all right, title, and interest in and to Customer Data, subject to the rights granted in the Agreement.
5.3 License to Provider. Customer grants Provider and its affiliates, contractors, and service providers a worldwide, non-exclusive right to host, store, copy, transmit, display, perform, modify, crop, resize, edit, publish, distribute, create derivative works of, and otherwise use Customer Data as reasonably necessary to: (a) provide, operate, support, maintain, secure, and improve the Services, including use on Customer’s websites, marketing materials, social-media accounts, advertising, listings, and other channels designated by Customer; (b) perform Provider’s obligations and exercise Provider’s rights under the Agreement; (c) configure and support integrations, payment flows, communications workflows, and Third-Party Services authorized by Customer; (d) troubleshoot, prevent fraud, monitor performance, enforce usage restrictions, and protect the Services; (e) create backups, archives, and disaster-recovery copies; and (f) comply with law, legal process, and governmental requests.
5.4 Usage Data and Aggregated Data. Provider may collect, generate, and use service-generated analytics, metadata, usage data, telemetry, operational metrics, logs, trends, and similar information relating to the performance, operation, support, and use of the Services (“Usage Data”). Provider may also create data sets, analyses, benchmarks, models, and reports derived from Customer Data and Usage Data so long as they do not identify Customer or any individual as the source (“Aggregated Data”). As between the Parties, Provider owns the Usage Data and Aggregated Data.
5.5 Provider Data Rights; Service Improvement. Provider may use Usage Data, Aggregated Data, and Customer Data in de-identified form for Provider’s internal business purposes, including: (a) providing, administering, supporting, and securing the Services; (b) improving existing products and services; (c) developing new products, services, features, tools, workflows, and automations; (d) analytics, reporting, and benchmarking; (e) testing, training, tuning, validating, and improving models, algorithms, and automated or AI-enabled functionality; and (f) other internal innovation, research, and development purposes, in each case subject to applicable law and any express contractual restrictions in the Agreement.
5.6 Disclosure Limits. Provider shall not disclose Customer Data to unrelated third parties in identifiable form except as permitted by the Agreement, directed by Customer, or reasonably required to provide the Services, support authorized Third-Party Services or approved programs or integrations, or comply with law.
5.7 Service-Specific Data Restrictions. If the applicable Order Form, Service description, data processing addendum, or supplemental terms expressly identify narrower data-use, retention, or disclosure commitments for a particular Service, those commitments apply only to that Service and do not limit Provider’s rights for other Services. For example, if a calling, messaging, campaign, or similar Service expressly states that Provider will use consumer personal information in identifiable form only to provide that Service, Provider may still use Usage Data, Aggregated Data, and de-identified data as permitted by the Agreement and may process identifiable data as reasonably necessary to administer, support, secure, enforce, and comply with law in connection with that Service.
5.8 Customer Representations. Customer represents and warrants that it has all rights, licenses, consents, releases, and permissions necessary for Customer and Provider to collect, use, disclose, transmit, record, transcribe, summarize, display, publish, post, and process Customer Data and customer communications as contemplated by the Agreement, including through Third-Party Services, payment relationships, OEM or manufacturer programs, and other authorized integrations or providers where applicable. Customer further represents and warrants that Customer Data and Customer-provided materials do not infringe, misappropriate, or violate any third-party rights.
5.9 Sensitive Data. Customer shall not submit, upload, transmit, or otherwise make available through the Services any Social Security numbers, driver’s license numbers, government-issued identification numbers, financial-account or payment-card numbers, protected health information, biometric identifiers, precise geolocation data, or other highly sensitive or specially regulated personal information unless the applicable Service is designed to process that category of data and the Agreement, applicable Service terms, or Provider’s written instructions expressly authorize that use. Customer is responsible for minimizing unnecessary sensitive data and for providing all notices, consents, and safeguards required for any sensitive data Customer submits.
5.10 Privacy and Compliance. Each Party shall comply with applicable laws governing its performance under the Agreement. Customer is responsible for its privacy notices, consent language, retention decisions, dealer- or consumer-facing disclosures, and any legally required notices or consents relating to customer data, recorded or monitored communications, automated or AI-enabled communications, payment data, location-enabled functionality, or customer-authorized sharing with OEMs, manufacturers, DMS providers, or other third parties. Provider may process Customer Data in accordance with Provider’s applicable privacy notice and any applicable data processing addendum.
5.11 Security. Provider shall maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, or disclosure. No security measures are perfect, and Provider does not guarantee that unauthorized access, loss, or disclosure shall never occur.
5.12 Feedback. If Customer provides Provider any suggestions, ideas, requests, recommendations, or other feedback relating to the Services, Provider may use that feedback without restriction or obligation, and Customer hereby grants Provider a perpetual, irrevocable, worldwide, royalty-free right to use and exploit that feedback for any purpose.
6. Fees and Payment
6.1 Fees. Customer shall pay all fees, charges, and amounts set forth in the applicable Order Form and any applicable supplemental terms. Unless otherwise expressly stated in the Agreement, fees are non-cancellable and non-refundable.
6.2 Order Form Controls Commercial Terms. The applicable Order Form controls, to the extent applicable, the billing start date, billing frequency, billing triggers, delayed-billing mechanics, implementation or launch milestones, coterminous-alignment mechanics, initial term, renewal mechanics, cancellation notice period, setup fees, implementation fees, migration fees, training fees, hardware fees, usage-based fees, and any product-specific pricing or commercial rules, except to the extent otherwise expressly stated in these Terms.
6.3 Usage Verification and True-Up. Customer shall maintain accurate records reasonably necessary to verify user counts, rooftops, dealership locations, departments, transactions, messages, calls, payment activity, data feeds, sticker pulls, usage volumes, and other usage- or count-based limits, fees, or eligibility criteria stated in the Agreement. Provider may use Service logs, system records, reports, and reasonable information requests to verify Customer’s compliance with those limits and pricing criteria. If actual usage, counts, locations, or eligibility differ from the amounts used for pricing, Customer shall pay any resulting true-up, overage, pass-through, or corrected fee in accordance with the Agreement or Provider’s then-current rates, unless the applicable Order Form states otherwise.
6.4 Payment Method. Customer shall maintain a valid ACH authorization, credit card, check arrangement, or other approved payment method on file and authorizes Provider to charge or debit that payment method for all amounts due. Credit-card, ACH, check, convenience, processing, or similar payment-method fees, including convenience or processing fees associated with payment by check where permitted, may apply to the extent permitted by applicable law and, where applicable, by payment-network, processor, or merchant-service-provider rules, so long as any such fee is disclosed before processing. If a Service includes payment acceptance, mobile bill pay, stored-value, or other payment functionality, Customer may be required to enter into a separate merchant agreement, processor agreement, banking-partner agreement, or other supplemental agreement. Unless the applicable Order Form expressly states otherwise, Provider is not a bank or payment processor and does not itself provide merchant acquiring services. Any conflicting terms in an applicable merchant or processor agreement control as to the payment-processing services governed by that agreement.
6.5 Implementation, Training, and Milestone-Based Fees. Migration, onboarding, implementation, training, deployment, launch, and related fees shall be paid as stated in the applicable Order Form. Unless the applicable Order Form expressly states otherwise, those fees are non-refundable once work has begun. Provider may condition commencement of those services on receipt of payment. If the applicable Order Form or service materials provide a billing trigger tied to onboarding, launch, activation, a specified date or number of days after signature, first transaction, first live use, or a similar milestone, that billing trigger controls even if implementation or launch occurs later. Unless otherwise stated in the applicable Order Form, services beyond the standard scope may be scheduled subject to Provider’s availability and billed at Provider’s then-current rates. If the applicable Order Form requires prepayment for training or implementation support, those amounts are non-refundable unless the applicable Order Form expressly states otherwise.
6.6 Invoicing. If the Parties agree to invoice billing instead of automatic payment, Customer shall pay each invoice by the due date stated in the invoice or, if none is stated, within thirty (30) days after the invoice date. Provider may send invoices and billing notices electronically.
6.7 No Setoff; Payment Disputes. Customer shall pay all amounts due under the Agreement without setoff, counterclaim, deduction, or withholding except to the extent prohibited by law. If Customer in good faith disputes an invoiced amount, Customer shall timely notify Provider of the dispute in writing and the Parties shall cooperate in good faith to resolve it, but Customer shall timely pay all undisputed amounts.
6.8 Late Payments. Overdue amounts may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, plus reasonable collection costs. Provider may suspend the Services for non-payment after providing any notice required by the Agreement or applicable law.
6.9 Taxes. Fees are exclusive of taxes unless expressly stated otherwise. Customer is responsible for all sales, use, excise, value-added, withholding, and similar taxes, duties, and assessments arising from the Agreement, excluding taxes based on Provider’s net income.
6.10 Price Changes. Provider may change recurring fees upon at least thirty (30) days’ prior notice unless a different notice period is stated in the applicable Order Form. Unless otherwise stated in the notice, any fee change shall take effect at the start of the next billing cycle following the notice period.
6.11 Pass-Through Changes. To the extent a Service includes third-party pass-through fees, network fees, processor fees, DMS fees, OEM or manufacturer fees, communication-provider fees, or similar externally driven charges, Provider may revise the applicable charges to reflect those third-party changes effective in the next billing cycle following notice to Customer, unless a different timing rule is expressly stated in the applicable Order Form or required by applicable law.
7. Confidentiality
7.1 Confidential Information. “Confidential Information” means non-public information disclosed by or on behalf of one Party (“Discloser”) to the other Party (“Recipient”) that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure, including the terms of the Agreement, Customer Data, product roadmaps, non-public technical information, pricing, security information, business plans, and any non-public materials relating to the Services.
7.2 Exclusions. Confidential Information does not include information that the Recipient can demonstrate: (a) is or becomes publicly available without breach of the Agreement; (b) was already known to the Recipient without restriction before disclosure; (c) is received from a third party without breach of a confidentiality obligation; or (d) is independently developed without use of or reference to the Discloser’s Confidential Information.
7.3 Use and Protection. The Recipient shall use the Discloser’s Confidential Information only as necessary to perform or exercise rights under the Agreement and shall protect it using at least reasonable care and no less than the care the Recipient uses for its own similar confidential information.
7.4 Permitted Disclosure. The Recipient may disclose Confidential Information to its affiliates, employees, contractors, advisors, lenders, investors, and potential acquirers who have a need to know and are bound by confidentiality obligations at least as protective as those in the Agreement. The Recipient may also disclose Confidential Information if required by law, subpoena, court order, or governmental request, provided that, where legally permitted, the Recipient gives reasonable prior notice to the Discloser.
8. Intellectual Property and Deliverables
8.1 Provider Technology. Provider and its licensors retain all right, title, and interest in and to the Services, software, interfaces, workflows, templates, documentation, designs, trade names, trademarks, logos, know-how, models, algorithms, APIs, and other Provider technology, including all improvements, modifications, and derivative works thereof.
8.2 No Implied Rights. No rights are granted to Customer except those expressly stated in the Agreement.
8.3 Third-Party Components, Licensed Content, and OEM or Manufacturer Data. Certain Services may include third-party components, third-party content, OEM or manufacturer data, repair information, window stickers, build data, analytics feeds, or other licensed or restricted materials. Customer shall comply with any service-specific supplemental terms, usage limits, confidentiality requirements, or pass-through restrictions applicable to those materials if identified in the applicable Order Form, product flow, Service page, or incorporated documentation. Customer shall not copy, download, publish, distribute, sublicense, reverse engineer, or create derivative works from such content except as expressly permitted by the Agreement and the applicable third-party restrictions. Provider’s licensors, data providers, content providers, service providers, and integration partners are intended third-party beneficiaries of the restrictions, disclaimers, limitations, and protective provisions in the Agreement to the extent applicable to their technology, data, content, services, or materials.
8.4 Customer Materials, Provider Materials, and Deliverables. Customer retains ownership of Customer’s pre-existing materials. Provider retains ownership of Provider’s pre-existing tools, templates, workflows, software, code, methodologies, and other Provider materials used in or developed in connection with the Services. Unless the applicable Order Form expressly states otherwise, Customer receives a non-exclusive right during the applicable term to use deliverables created specifically for Customer solely for Customer’s internal business purposes in connection with the purchased Services. Any transfer of source files, databases, exported artifacts, or similar deliverables is required only to the extent expressly stated in the applicable Order Form and may be conditioned on Customer’s payment in full and compliance with any applicable minimum-term or transfer conditions.
9. Representations; Disclaimers
9.1 Mutual Authority. Each Party represents that it has the authority to enter into the Agreement.
9.2 Customer Compliance. Customer represents and warrants that it shall use the Services in compliance with the Agreement and applicable law.
9.3 Export Controls. Customer shall comply with all applicable export-control, sanctions, anti-boycott, and trade-compliance laws and shall not access, use, export, re-export, release, or transfer the Services or related technical information in violation of those laws, including by making the Services available in any prohibited jurisdiction or to any prohibited person.
9.4 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, THE SERVICES AND ALL RELATED CONTENT, SOFTWARE, DATA, COMMUNICATIONS, HARDWARE, AND MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. PROVIDER DOES NOT WARRANT THAT THE SERVICES SHALL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT THIRD-PARTY SYSTEMS OR DATA SOURCES SHALL REMAIN AVAILABLE, THAT ANY PAYMENT OR COMMUNICATION SHALL BE SUCCESSFULLY COMPLETED OR DELIVERED, OR THAT THE SERVICES SHALL MEET CUSTOMER’S PARTICULAR REQUIREMENTS OR PRODUCE ANY PARTICULAR BUSINESS RESULT. WITHOUT LIMITING THE FOREGOING, EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, PROVIDER DOES NOT WARRANT THAT USE OF THE SERVICES SHALL ENSURE CUSTOMER’S COMPLIANCE WITH ANY LAW, INDUSTRY RULE, OR REGULATORY REQUIREMENT OR THAT CUSTOMER SHALL ACHIEVE ANY PARTICULAR REVENUE, EFFICIENCY, GROWTH, OR OTHER BUSINESS OUTCOME. PROVIDER FURTHER DOES NOT WARRANT THAT ANY SERVICE-GENERATED, AUTOMATED, PREDICTIVE, OR AI-ENABLED OUTPUT, COMMUNICATION, SUMMARY, RECOMMENDATION, TRANSCRIPTION, DIAGNOSTIC RESULT, OR SIMILAR RESULT WILL BE ACCURATE, COMPLETE, AVAILABLE, OR APPROPRIATE FOR CUSTOMER’S USE CASE.
10. Indemnification
10. 1 Customer Indemnity. Customer shall defend, indemnify, and hold harmless Provider, its affiliates, and their respective officers, directors, employees, contractors, and agents from and against any third-party claim, demand, action, proceeding, damage, judgment, settlement, liability, loss, cost, or expense, including reasonable attorneys’ fees, arising out of or relating to: (a) Customer Data; (b) Customer’s or its users’ use of the Services in violation of the Agreement or applicable law; (c) any allegation that Customer Data or Customer-provided materials infringe, misappropriate, or violate third-party rights; (d) Customer’s negligence, willful misconduct, or breach of the Agreement; or (e) Customer’s failure to provide any notice or obtain any consent, permission, or authorization required in connection with Customer Data, customer communications, recordings, transcripts, automated or AI-enabled communications, payment flows, or customer-authorized sharing with OEMs, manufacturers, DMS providers, or other third parties.
10.2 Provider IP Indemnity. Provider shall defend Customer against any third-party claim alleging that the core Services, as provided by Provider and used by Customer as expressly permitted under the Agreement, infringe that third party’s U.S. intellectual property rights, and Provider shall pay amounts finally awarded against Customer or included in a settlement approved by Provider. Provider shall have no obligation under this Section to the extent the claim arises from: (a) Customer Data; (b) Customer’s combination of the Services with products, services, content, or data not provided by Provider; (c) modifications made by or for Customer; (d) Customer’s use of the Services outside the scope of the Agreement; or (e) third-party components, content, or services governed by separate third-party terms.
10.3 Mitigation. If Provider reasonably believes the Services may become subject to an infringement claim, Provider may, at its option, procure the right for Customer to continue using the affected Services, modify them to be non-infringing, replace them with functionally comparable services, or terminate the affected Services and refund any prepaid fees for the terminated portion of the then-current paid term.
10.4 Procedure. The indemnified Party must promptly notify the indemnifying Party of any claim, permit the indemnifying Party to control the defense and settlement, and provide reasonable cooperation at the indemnifying Party’s expense. The indemnifying Party may not settle a claim in a manner that admits liability of or imposes non-monetary obligations on the indemnified Party without the indemnified Party’s prior written consent.
11. Limitation of Liability
11.1 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS INTERRUPTION, OR LOSS, CORRUPTION, OR INACCURACY OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.2 Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CUSTOMER TO PROVIDER UNDER THE AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM.
11.3 Exceptions. The exclusions and cap in this Section do not limit: (a) Customer’s payment obligations; (b) Customer’s obligations under Section 10.1; (c) a Party’s liability for fraud, willful misconduct, or amounts that cannot be limited under applicable law; or (d) Customer’s breach of Section 2.3 or Section 8.
11.4 Essential Purpose. The limitations, exclusions, and disclaimers in the Agreement apply to the maximum extent permitted by law even if any limited remedy fails of its essential purpose.
12. Terms and Termination
12.1 Term. The Agreement begins on the effective date identified in the applicable Order Form or, if no effective date is identified, on the date of acceptance under Section 1.3, and continues for the initial term and any renewal term stated in the applicable Order Form. If the Order Form does not specify a renewal structure, the subscription shall renew on a month-to-month basis unless either Party gives at least thirty (30) days’ prior written notice of non-renewal.
12.2 Termination for Cause. Either Party may terminate the Agreement or any affected Order Form if the other Party materially breaches the Agreement and does not cure the breach within thirty (30) days after written notice, except that Provider may terminate immediately for a material breach of Section 2.3, unlawful use, fraud, or a breach that creates a material security risk or legal exposure.
12.3 Insolvency. Either Party may terminate the Agreement upon written notice if the other Party becomes insolvent, makes an assignment for the benefit of creditors, files for bankruptcy, or becomes subject to any similar proceeding not dismissed within sixty (60) days.
12.4 Effect of Termination. Upon expiration or termination of the Agreement or an affected Service: (a) Customer’s right to access and use the terminated Services ends immediately; (b) Customer shall promptly cease use of the terminated Services; (c) each Party remains responsible for all obligations accrued before termination; and (d) Sections that by their nature should survive shall survive, including Sections 2.3, 5, 6, 7, 8, 9.4, 10, 11, 12.4 through 12.6, 13, and 14 to the extent applicable.
12.5 Customer Data Retrieval and Deletion. Customer is responsible for exporting or retrieving Customer Data before expiration or termination of the applicable Service, and for maintaining its own backups of Customer Data except to the extent the applicable Service expressly includes backup or recovery services. After expiration, termination, or suspension, Provider has no obligation to provide access to Customer Data except as expressly stated in the Agreement or required by law. Provider may delete, retain, archive, or return Customer Data in accordance with its standard retention practices, legal obligations, and any applicable data processing addendum. Any post-termination retrieval, restoration, conversion, transfer, or support work may be conditioned on payment of all amounts due and may be billed at Provider’s then-current rates unless the applicable Order Form states otherwise.
12.6 Commercial Consequences and No Proration. Any early termination charges, remaining-term obligations, cancellation notice periods, deferred or waived setup fees, or other commercial consequences stated in the applicable Order Form or these Terms shall continue to apply notwithstanding termination. Unless the applicable Order Form expressly states otherwise, expiration or termination mid-billing period does not entitle Customer to any prorated refund, credit, or reduction for the final month or other billing period.
13. General Terms
13.1 Governing Law and Venue. The Agreement and any dispute arising out of or relating to the Agreement or the Services shall be governed by the laws of the State of Tennessee, without regard to its conflict-of-laws principles. Each Party irrevocably submits to the exclusive jurisdiction of the state courts located in Knox County, Tennessee, and the United States District Court for the Eastern District of Tennessee, Knoxville Division, and waives any objection based on forum non conveniens or improper venue.
13.2 Equitable Relief. Customer acknowledges that breach or threatened breach of the Agreement’s access restrictions, use restrictions, confidentiality obligations, intellectual-property provisions, data-rights provisions, security obligations, or restrictions applicable to third-party components, licensed content, OEM or manufacturer data, or Provider technology may cause irreparable harm for which monetary damages may be inadequate. Provider may seek temporary, preliminary, and permanent injunctive relief, specific performance, and other equitable relief without posting bond, in addition to any other rights or remedies available at law or in equity.
13.3 Assignment. Customer may not assign or transfer the Agreement, in whole or in part, without Provider’s prior written consent, except in connection with a merger, acquisition, or sale of substantially all of Customer’s assets where the assignee is not a competitor of Provider and agrees in writing to be bound by the Agreement. Provider may assign the Agreement without Customer’s consent to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of assets.
13.4 Force Majeure. Neither Party shall be liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, internet or telecommunications failures, labor disputes, civil disturbances, war, terrorism, governmental action, cyberattacks, utility failures, epidemics, or natural disasters, except that force majeure does not excuse Customer’s payment obligations for amounts already due.
13.5 Notices. Except as otherwise expressly permitted, notices under the Agreement must be in writing and delivered by email, recognized courier, or certified mail to the contact information in the applicable Order Form. Notices are effective on receipt.
13.6 Electronic Contracting. The Parties agree that electronic signatures, electronic records, click acceptance, and electronic communications satisfy any legal requirement that a contract, signature, or notice be in writing.
13.7 Independent Contractors. The Parties are independent contractors. The Agreement does not create any partnership, franchise, joint venture, agency, fiduciary, or employment relationship.
13.8 Entire Agreement; Amendments. The Agreement is the complete and exclusive statement of the Parties’ agreement regarding its subject matter and supersedes all prior or contemporaneous proposals, discussions, and agreements on that subject. Provider may update these Terms from time to time by posting or otherwise providing an updated version. Unless a change is required sooner for legal, regulatory, security, or third-party provider reasons, updates shall apply prospectively to new Orders and renewal terms following reasonable notice. No amendment to an executed Order Form is effective unless in writing or otherwise accepted through an authorized electronic workflow.
13.9 Severability; Waiver. If any provision of the Agreement is held unenforceable, the remaining provisions shall remain in effect. A waiver of any breach is not a waiver of any other breach.
13.10 Interpretation. Headings are for convenience only and do not affect interpretation. “Including” means “including without limitation.”
13.11 Publicity. Customer grants Provider the right to identify Customer as a customer of Provider and to use Customer’s name and logo on Provider’s website, in customer lists, in sales and marketing materials, and in investor or analyst communications, in each case consistent with Customer’s then-current trademark usage guidelines made available to Provider. Customer may revoke this right on thirty (30) days’ written notice.
13.12 Copyright Complaints. Provider respects the intellectual property rights of others. If any person believes that content hosted, posted, or displayed through the Services infringes that person’s copyright, that person may send a written notice to Provider at [EMAIL ADDRESS]. The notice should identify the copyrighted work, identify the content claimed to be infringing and where it appears, provide the complaining person’s contact information, and include a statement that the complaining person has a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law. Provider may remove or disable access to content that it believes may infringe third-party rights and may terminate or restrict access for users who repeatedly provide infringing content.
14. Website, PPC, SEO, and Digital Marketing Service
14.1 Scope of Services and Acceptance. If the applicable Order Form includes website development, website hosting, website redesign, SEO, PPC, social media management, digital marketing, remarketing, call-tracking, lead-handling, or similar services, Provider shall perform those services as described in the applicable Order Form or service description. Unless the applicable Order Form states a different review period, deliverables are deemed accepted when submitted to Customer, subject to Customer’s right to identify any material nonconformity within five (5) business days after delivery.
14.2 Customer Materials and Cooperation. Customer shall timely provide approvals, content, credentials, DNS information, logos, images, photographs, survey responses, access to existing website materials, and other information reasonably requested by Provider. Customer is responsible for all Customer-provided website, marketing, social-media, image, and similar content and for confirming that Customer has the rights needed for Provider to use that content in connection with the applicable Services. Customer acknowledges that delays caused by Customer, including design changes, delayed approvals, failure to provide requested materials, or failure to provide required DNS or domain information, may delay launch or implementation and do not excuse payment obligations or entitle Customer to any refund, billing pause, or credit unless the applicable Order Form expressly states otherwise.
14.3 Revisions and Change Orders. Unless the applicable Order Form expressly states otherwise, website design and build services include only the rounds of design revisions or staging revisions expressly identified in the applicable Order Form or service description. Additional design changes, changes in scope, custom development, additional revision rounds, or other work outside the original scope may require a written change order, additional fees, and timeline adjustments at Provider’s then-current rates.
14.4 Fees, Billing, and Third-Party Platforms. Setup fees, recurring fees, PPC management fees, ad spend treatment, domain-management fees, call-tracking fees, and campaign-management mechanics shall be as stated in the applicable Order Form. Website and marketing services may begin when the setup fee is paid or when otherwise stated in the applicable Order Form. Provider may use third-party tools, plugins, ad platforms, pixels, tags, social-media tools, call-tracking vendors, data feeds, hosting providers, and other vendors in providing those services and is not responsible for failures, changes, or interruptions in third-party services outside Provider’s reasonable control.
14.5 Website Ownership, Leasing, and Handoff. Customer retains ownership of Customer-provided materials used in connection with the website or marketing services. Except as expressly stated in the applicable Order Form, Provider retains ownership of website graphics, layouts, design elements, stock photography, code, workflows, tools, templates, and other Provider materials used in or developed in connection with those services. If the applicable website package is designated as a leased website or similar arrangement, the website, its source files, and related deliverables remain Provider materials unless the applicable Order Form expressly states otherwise. If the applicable Order Form or service description provides that Customer may receive website files or other deliverables at the end of the relationship, Provider’s obligation to deliver those files is conditioned on Customer’s completion of any minimum term, payment in full of all amounts due, and written request for delivery. Any handoff may exclude proprietary tools, licensed plugins, licensed content, or other third-party materials that Provider is not permitted to transfer, and any restoration or reconfiguration work associated with transferred files may be billed separately at Provider’s then-current rates.
14.6 Domain Management, Data Feeds, and Design Credit. If Provider manages Customer’s domain or related registrations, renewal fees and billing timing shall be as stated in the applicable Order Form or service description. Provider may use third-party data feeds or third-party integrations in connection with website services and is not responsible for the operation or accuracy of those third-party feeds or integrations. Unless the applicable Order Form states otherwise, Provider may include a reasonable design credit or similar attribution in the website footer.
14.7 Client Edits and Restoration Work. If Customer or any third party acting on Customer’s behalf edits, modifies, or interferes with a website or related deliverable outside Provider’s approved workflows and those edits cause errors, downtime, or performance issues, Provider may restore, remediate, or rebuild the affected deliverable at Provider’s then-current professional-services rates.
Effective: 08/03/2026