Terms of Service

Last Revised: January 20, 2026

These Terms of Service ("Agreement" or "Terms") constitute a legally binding contract between Dealer Essential, LLC, a Texas limited liability company ("Company," "Dealer Essential," "we," "us," or "our"), and the entity or individual accepting these Terms ("Customer," "you," or "your"). This Agreement governs Customer's access to and use of the Company's proprietary dealership management platform, including, without limitation, the Company's website(s), mobile applications, application programming interfaces (APIs), and all related software, tools, features, and services (collectively, the "Services").

The Services include, but are not limited to: inventory management; VIN scanning and vehicle valuation ("VIN Scanner & Bookout"); AI-powered market pricing ("AI RealPrice™"); customer relationship management ("Unified Inbox & CRM"); AI-powered telecommunications ("AI Call Assistant"); AI-powered listing generation ("Magic Lister"); AI-powered image editing ("AI Background Editing"); dealer website hosting ("Premium Dealer Website"); deal structuring and calculations ("Desking & Deal Calculator"); digital document management and electronic signatures ("E-Sign & Digital Docs"); lender submission services ("Lender Marketplace"); expense tracking; profit analytics ("Profit Dashboard"); Buy Here Pay Here portfolio management ("BHPH Management Suite"); reconditioning tracking; team permissions management; and mobile applications for iOS and Android.

1. Acceptance of Terms; Formation of Contract

BY CLICKING "I AGREE," "ACCEPT," OR A SIMILAR AFFIRMATION; BY EXECUTING AN ORDER FORM OR SUBSCRIPTION AGREEMENT THAT REFERENCES THESE TERMS; OR BY OTHERWISE ACCESSING OR USING THE SERVICES, CUSTOMER: (A) ACKNOWLEDGES THAT CUSTOMER HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THIS AGREEMENT; (B) REPRESENTS AND WARRANTS THAT CUSTOMER IS OF LEGAL AGE AND HAS THE LEGAL CAPACITY TO ENTER INTO A BINDING CONTRACT IN THE JURISDICTION IN WHICH CUSTOMER RESIDES OR CONDUCTS BUSINESS; AND (C) REPRESENTS AND WARRANTS THAT CUSTOMER HAS THE AUTHORITY TO BIND THE ENTITY ON WHOSE BEHALF CUSTOMER IS ACCEPTING THIS AGREEMENT. IF CUSTOMER DOES NOT AGREE TO ALL TERMS AND CONDITIONS OF THIS AGREEMENT, CUSTOMER SHALL NOT ACCESS OR USE THE SERVICES.

This Agreement is effective as of the date Customer first accepts these Terms or accesses the Services, whichever occurs first (the "Effective Date").

2. Account Registration; Authorized Users; Communications Compliance

2.1. Account Registration

To access the Services, Customer must complete the registration process and create an account ("Account"). Customer agrees to: (a) provide accurate, current, and complete information during registration; (b) maintain and promptly update such information to keep it accurate, current, and complete; and (c) maintain the security and confidentiality of Customer's login credentials. Customer shall provide a valid email address and telephone number for billing, service, and security communications. Customer acknowledges that failure to maintain accurate Account information may result in Customer's inability to access the Services and may constitute a material breach of this Agreement.

2.2. In-Person Sign-Up; Electronic Signature

Company's authorized sales representatives ("Representatives") may visit Customer's physical location to demonstrate the Services and facilitate the registration process. During such visits, Representatives may assist Customer in completing the online registration process using Customer's own computer, tablet, mobile device, or other equipment.

Customer acknowledges and agrees that: (i) by completing the registration process, entering payment information, and clicking to accept these Terms on Customer's own device, Customer is providing an electronic signature and entering into this Agreement pursuant to the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 15 U.S.C. § 7001 et seq., and the Uniform Electronic Transactions Act (UETA); (ii) Representative's role is solely that of a technical facilitator and does not constitute agency, partnership, or fiduciary relationship; (iii) Representative has no authority to modify, waive, amend, or supplement any provision of this Agreement, whether orally or in writing; and (iv) Customer has been afforded sufficient opportunity to review and understand this Agreement and is not relying on any statement, representation, warranty, or promise made by any Representative that is not expressly set forth in this Agreement.

2.3. Authorized Users

"Authorized User" means any individual whom Customer authorizes to access or use the Services on Customer's behalf, including, without limitation, Customer's employees, contractors, agents, owners, managers, sales personnel, and administrative staff.

Customer is solely responsible for: (a) all acts and omissions of Authorized Users; (b) ensuring that all Authorized Users comply with the terms of this Agreement; (c) the configuration and management of user-level permissions within the Services; and (d) the security and confidentiality of all Account credentials. Customer shall immediately notify Company of any unauthorized use of Customer's Account or any other breach of security. Company shall not be liable for any loss or damage arising from Customer's failure to comply with this Section 2.3.

2.4. Communications Compliance; TCPA; CAN-SPAM

The Services may enable Customer to transmit communications to third parties, including, without limitation, SMS text messages, MMS messages, voice calls (including calls using artificial or prerecorded voice), and emails. By using the Services to transmit such communications, Customer represents, warrants, and covenants that:

• (i) Customer has obtained all consents required under applicable law, including, without limitation, "prior express written consent" as required by the Telephone Consumer Protection Act, 47 U.S.C. § 227 ("TCPA"), and its implementing regulations, 47 C.F.R. § 64.1200, for any communications to wireless telephone numbers or using an automatic telephone dialing system or artificial/prerecorded voice;
• (ii) Customer complies with all requirements of the CAN-SPAM Act, 15 U.S.C. § 7701 et seq., including, without limitation, honoring opt-out requests within ten (10) business days;
• (iii) Customer maintains records demonstrating such consent sufficient to satisfy regulatory or litigation discovery requests;
• (iv) Customer is the sole "sender" or "initiator" of such communications, and Company acts solely as a passive conduit or transmission platform;
• (v) Customer will immediately process and honor all opt-out, unsubscribe, and do-not-contact requests; and
• (vi) Customer will not use the Services to transmit communications to any telephone number listed on the National Do Not Call Registry unless an applicable exception applies.

Customer shall indemnify, defend, and hold harmless Company from any Claims (as defined in Section 8) arising from Customer's breach of this Section 2.4.

3. Subscription; Fees; Payment

3.1. Subscription Term

The Services are provided on a subscription basis. Unless otherwise specified in an Order Form or at the time of registration, subscriptions are billed on a monthly basis. The subscription term commences on the date Customer's initial payment is successfully processed (the "Subscription Start Date") and continues for the initial subscription period and any renewal periods (collectively, the "Subscription Term").

3.2. Automatic Renewal

CUSTOMER'S SUBSCRIPTION WILL AUTOMATICALLY RENEW for successive periods of the same duration as the initial subscription period (e.g., monthly subscriptions renew monthly) unless Customer cancels in accordance with Section 4.2. Customer authorizes Company to charge Customer's designated payment method for each renewal period unless and until Customer cancels.

3.3. Fees and Payment

Customer agrees to pay all fees associated with Customer's subscription plan as set forth on Company's website or in an applicable Order Form ("Fees"). Customer authorizes Company to charge Customer's designated payment method (e.g., credit card, debit card, ACH) on a recurring basis for all applicable Fees. Fees are billed in advance at the beginning of each billing period. All Fees are stated in United States Dollars unless otherwise specified.

3.4. Non-Refundable Fees

ALL FEES ARE NON-REFUNDABLE AND NON-CANCELLABLE. EXCEPT AS EXPRESSLY SET FORTH HEREIN OR AS REQUIRED BY APPLICABLE LAW, NO REFUNDS, CREDITS, OR PRORATIONS WILL BE PROVIDED FOR ANY REASON, INCLUDING, WITHOUT LIMITATION: (A) PARTIAL SUBSCRIPTION PERIODS; (B) UNUSED SERVICES OR FEATURES; (C) DOWNGRADE OF SUBSCRIPTION PLAN; (D) ACCOUNT SUSPENSION OR TERMINATION FOR CAUSE; OR (E) DISSATISFACTION WITH THE SERVICES. Upon cancellation, Customer shall retain access to the Services through the end of the then-current paid subscription period.

3.5. Taxes

All Fees are exclusive of, and Customer is responsible for, all sales, use, value-added, goods and services, withholding, and other taxes, duties, levies, and governmental assessments of any nature (collectively, "Taxes"), excluding taxes based solely on Company's net income. If Company is required to collect or remit any Taxes, such Taxes will be added to Customer's invoice or charged to Customer's payment method.

3.6. Price Modifications

Company reserves the right to modify Fees at any time. Company shall provide Customer with not less than thirty (30) days' prior written notice of any Fee increase (which notice may be provided via email to Customer's registered email address or through the Services). Any Fee modification shall be effective upon the commencement of Customer's next renewal period following the notice period. Customer's continued use of the Services after a Fee modification becomes effective constitutes Customer's acceptance of the modified Fees.

3.7. Late Payment; Collection Costs

If any payment is not received by Company when due, Company may, without limiting any other rights or remedies: (a) charge interest on the overdue amount at the rate of 1.5% per month (or the maximum rate permitted by applicable law, if less); (b) suspend Customer's access to the Services until all amounts are paid in full; and (c) recover all costs of collection, including reasonable attorneys' fees.

4. Term; Cancellation; Termination

4.1. Term

This Agreement commences on the Effective Date and continues until terminated in accordance with this Section 4 (the "Term").

4.2. Cancellation by Customer

Customer may cancel Customer's subscription at any time by: (a) submitting a cancellation request through Customer's account settings within the Services (if available); or (b) sending written notice to Company at [email protected]. Cancellation shall be effective at the end of the then-current billing period. Customer will not be charged for subsequent billing periods following the effective date of cancellation. CANCELLATION IS CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR ANY DISSATISFACTION WITH THE SERVICES.

4.3. Termination by Company

Company may suspend or terminate Customer's access to the Services, in whole or in part, immediately and without prior notice or liability, if: (a) Customer breaches any provision of this Agreement; (b) Customer fails to pay any Fees when due; (c) Company reasonably believes Customer's use of the Services poses a security risk or may subject Company to liability; or (d) Company is required to do so by law. Company may also terminate this Agreement for convenience upon thirty (30) days' prior written notice to Customer.

4.4. Effect of Termination

Upon termination or expiration of this Agreement: (a) all rights and licenses granted to Customer hereunder shall immediately terminate; (b) Customer shall immediately cease all use of the Services; (c) Customer shall pay all Fees accrued through the date of termination; and (d) each party shall return or destroy all Confidential Information of the other party in its possession. Termination shall not relieve Customer of the obligation to pay any Fees accrued prior to the effective date of termination.

4.5. Survival

The following provisions shall survive termination or expiration of this Agreement: Sections 3 (with respect to unpaid Fees), 5.2, 5.3, 5.4, 6, 8, 9, 10, 11, and any other provisions that by their nature are intended to survive.

4.6. Data Portability and Deletion

Upon termination or expiration of this Agreement, Customer shall have thirty (30) days to export Customer Data from the Services using available export functionality, provided Customer's Account is in good standing and all Fees have been paid. After such thirty (30) day period, Company shall have no obligation to maintain, provide access to, or return any Customer Data, and may, in its sole discretion, delete all Customer Data in Company's systems. Company shall not be liable to Customer or any third party for the deletion of Customer Data in accordance with this Section 4.6.

5. Customer Data; Data Security; Responsibilities

5.1. Definition of Customer Data

"Customer Data" means all data, information, content, and materials, in any form or medium, that Customer or any Authorized User uploads, submits, stores, transmits, or otherwise provides to or through the Services. Customer Data includes, without limitation:

• Vehicle inventory data, including VINs, pricing, photographs, videos, and vehicle descriptions;
• Dealership financial data, including expenses, revenue, profit margins, and deal structures;
• Customer personal information, including names, addresses, telephone numbers, email addresses, Social Security numbers, driver's license numbers, credit application information, and financial information ("Consumer PII");
• Communications stored in the CRM, including emails, text messages, and call recordings; and
• Digital documents, contracts, and electronic signatures.

5.2. Ownership; License Grant

As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer hereby grants to Company a non-exclusive, worldwide, royalty-free license to host, store, copy, process, transmit, display, and use Customer Data solely as necessary to: (a) provide, maintain, and improve the Services; (b) prevent or address technical or security issues; and (c) comply with applicable law or respond to lawful requests from governmental authorities.

Customer further grants Company the right to compile, aggregate, and anonymize Customer Data ("Aggregated Data") and to use such Aggregated Data for analytics, benchmarking, product improvement, and other lawful business purposes, provided that such Aggregated Data does not identify Customer or any individual consumer.

5.3. Customer Responsibilities

Customer is solely responsible for:

• (i) The accuracy, quality, integrity, and legality of all Customer Data;
• (ii) Obtaining all necessary rights, consents, permissions, and authorizations from data subjects (including consumers) prior to collecting, uploading, or processing their personal information through the Services;
• (iii) Compliance with all applicable federal, state, and local laws, rules, and regulations, including, without limitation, the Gramm-Leach-Bliley Act ("GLBA"), 15 U.S.C. § 6801 et seq.; the Fair Credit Reporting Act ("FCRA"), 15 U.S.C. § 1681 et seq.; the Truth in Lending Act ("TILA"), 15 U.S.C. § 1601 et seq.; the FTC Used Car Rule, 16 C.F.R. Part 455; state motor vehicle dealer licensing laws; truth-in-advertising laws; and consumer protection laws;
• (iv) Maintaining appropriate privacy policies and providing required disclosures to consumers; and
• (v) Implementing appropriate safeguards to protect Customer Data in Customer's possession and control.

5.4. FTC Safeguards Rule; Service Provider Designation

The parties acknowledge that Customer may be a "financial institution" subject to the FTC Standards for Safeguarding Customer Information ("Safeguards Rule"), 16 C.F.R. Part 314. To the extent Company processes, stores, or transmits "customer information" (as defined in the Safeguards Rule) on Customer's behalf, Company agrees to be designated as a "service provider" under the Safeguards Rule. Company represents that it maintains a written information security program that contains administrative, technical, and physical safeguards reasonably designed to protect the security, confidentiality, and integrity of customer information, appropriate to the size and complexity of Company's operations and the nature and scope of its activities. Customer remains solely responsible for Customer's own compliance with the Safeguards Rule, including, without limitation, vendor oversight obligations.

5.5. Prohibited Uses

Customer shall not, and shall not permit any Authorized User or third party to: (a) use the Services in violation of any applicable law or regulation; (b) upload, transmit, or store any Customer Data that infringes any intellectual property right or violates any privacy right of any third party; (c) use the Services to transmit spam, unsolicited communications, or malware; (d) attempt to gain unauthorized access to the Services, other accounts, or Company's systems; (e) interfere with or disrupt the integrity or performance of the Services; (f) reverse engineer, decompile, disassemble, or attempt to derive the source code of the Services; (g) use the Services for competitive analysis or to develop a competing product; or (h) sublicense, resell, or distribute the Services to any third party without Company's prior written consent.

6. Intellectual Property; Feedback

6.1. Company Intellectual Property

The Services, including all software, algorithms, user interfaces, designs, text, graphics, logos, trademarks, service marks, and other content provided by Company (collectively, "Company IP"), are owned exclusively by Company or its licensors and are protected by United States and international intellectual property laws. Except for the limited license expressly granted herein, this Agreement does not grant Customer any right, title, or interest in or to any Company IP. Customer receives only a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services during the Term in accordance with this Agreement.

6.2. Feedback

If Customer provides any suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the Services ("Feedback"), Customer hereby assigns to Company all right, title, and interest in and to such Feedback. Company may use, reproduce, modify, and incorporate Feedback into the Services without restriction, attribution, or compensation to Customer.

7. Third-Party Services; Integrations

The Services may integrate with, link to, or enable Customer to access third-party websites, platforms, applications, data sources, or services ("Third-Party Services"), including, without limitation: lenders in the Lender Marketplace; vehicle data providers (e.g., KBB, NADA, Blackbook); marketing and listing platforms (e.g., Facebook Marketplace, Craigslist, Google); vehicle history report providers; and payment processors.

Company does not control, endorse, sponsor, or assume any responsibility for any Third-Party Services. Customer's use of Third-Party Services is at Customer's sole risk and is subject to the terms, conditions, and privacy policies of such third parties. Company shall not be liable for: (a) the availability, accuracy, or content of any Third-Party Services; (b) any acts or omissions of third-party providers; (c) any account suspensions, bans, or enforcement actions taken by third-party platforms; (d) any data breaches or security incidents involving third-party providers; or (e) any loss or damage arising from Customer's reliance on or use of any Third-Party Services.

8. Indemnification

8.1. Indemnification by Customer

Customer shall indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, successors, and assigns (collectively, "Indemnified Parties") from and against any and all claims, actions, demands, proceedings, liabilities, damages, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys' fees and expert witness fees) (collectively, "Claims") arising out of or relating to:

• (i) Customer's breach of any representation, warranty, covenant, or obligation under this Agreement;
• (ii) Customer Data, including any Claim that Customer Data infringes, misappropriates, or violates any intellectual property right, privacy right, or other right of any third party;
• (iii) Customer's violation of any applicable law, rule, or regulation, including, without limitation, TCPA, GLBA, FCRA, TILA, CAN-SPAM, and consumer protection laws;
• (iv) Any dispute, claim, or proceeding between Customer and any of Customer's end users, customers, or consumers, including disputes relating to vehicle sales, pricing, financing, credit applications, or communications;
• (v) The acts or omissions of any Authorized User or any person who accesses the Services using Customer's Account credentials;
• (vi) Any actions, communications, representations, or omissions of AI-powered features acting on Customer's behalf; and
• (vii) Any personal injury, property damage, or other harm caused by Customer's business operations.

8.2. Indemnification Procedures

Company shall promptly notify Customer in writing of any Claim for which indemnification is sought (provided that failure to provide such notice shall not relieve Customer of its indemnification obligations except to the extent Customer is materially prejudiced thereby). Customer shall have sole control over the defense and settlement of any such Claim; provided, however, that Customer shall not settle any Claim in a manner that admits liability on behalf of any Indemnified Party or imposes any obligation on any Indemnified Party without such Indemnified Party's prior written consent. Company shall reasonably cooperate with Customer in the defense of any Claim at Customer's expense.

9. Dispute Resolution; Governing Law

9.1. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

9.2. Mandatory Binding Arbitration

EXCEPT AS SET FORTH IN SECTION 9.5, ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, OR THE RELATIONSHIP BETWEEN THE PARTIES (WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION, OR ANY OTHER LEGAL THEORY) SHALL BE RESOLVED EXCLUSIVELY BY FINAL AND BINDING ARBITRATION administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. The arbitration shall be conducted by a single arbitrator in Dallas County, Texas. The arbitrator shall have the authority to award any remedy that would be available in a court of competent jurisdiction. The arbitrator's award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

9.3. Class Action Waiver

EACH PARTY AGREES THAT ANY ARBITRATION OR PROCEEDING SHALL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ACTION, COLLECTIVE ACTION, CONSOLIDATED ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING. THE ARBITRATOR SHALL HAVE NO AUTHORITY TO CONSOLIDATE CLAIMS OR TO CONDUCT ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. EACH PARTY EXPRESSLY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION OR TO RECOVER CLASS-WIDE RELIEF.

9.4. Jury Trial Waiver

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES.

9.5. Exceptions to Arbitration

Notwithstanding Section 9.2: (a) either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent or restrain infringement or misappropriation of intellectual property rights; (b) either party may bring an individual action in small claims court for disputes within the jurisdictional limits of such court; and (c) Company may bring an action in any court of competent jurisdiction to collect unpaid Fees.

9.6. Venue

For any action not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Dallas County, Texas. Each party waives any objection to venue in such courts and any claim of inconvenient forum.

9.7. Chargeback Policy

Customer agrees to contact Company at [email protected] to resolve any billing dispute prior to initiating any chargeback, credit card dispute, or similar proceeding with Customer's financial institution. Customer acknowledges that this Agreement, together with Company's digital records (including timestamps, IP addresses, device identifiers, geolocation data, screen recordings, and transaction logs), constitutes conclusive evidence of Customer's authorization for all charges. Company reserves the right to dispute any chargeback and to submit this documentation to the relevant financial institution.

10. AI Features; Disclaimers; Limitation of Liability

10.1. AI-Powered Features; Customer Responsibility

The Services include features powered by artificial intelligence and machine learning technologies, including, without limitation, AI Call Assistant, Magic Lister, AI RealPrice™, AI Background Editing, and automated deal calculations ("AI Features"). Customer acknowledges and agrees that:

• (i) AI Features act solely as Customer's agent and representative, and Customer is legally responsible for all actions, communications, representations, and outputs of such AI Features as if performed by Customer's human employees;
• (ii) AI-generated content, including vehicle descriptions, pricing recommendations, and communications with consumers, may contain errors, inaccuracies, or "hallucinations";
• (iii) Customer is solely responsible for reviewing, verifying, and approving all AI-generated content for accuracy, completeness, and compliance with applicable laws (including truth-in-advertising, TILA, and fair lending laws) prior to publication or transmission;
• (iv) Company is not liable for any discriminatory, offensive, defamatory, or unlawful content generated by AI Features; and
• (v) AI Features may be experimental or in beta release and may be modified or discontinued at any time.

10.2. Third-Party Platform Risks

The Services may automate posting, listing, or communication activities on third-party platforms (e.g., Facebook Marketplace, Craigslist, Google Business Profile). Customer acknowledges and agrees that: (a) such third-party platforms have their own terms of service, community standards, and algorithmic enforcement mechanisms that Company does not control; (b) Company makes no representations or warranties regarding Customer's compliance with such third-party terms; and (c) Company shall not be liable for any account suspensions, bans, listing removals, shadow-banning, reduced visibility, or other adverse actions taken by third-party platforms against Customer as a result of Customer's use of the Services.

10.3. Disclaimer of Warranties

THE SERVICES, INCLUDING ALL AI FEATURES, ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY AND ITS LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, COMPANY DOES NOT WARRANT THAT:

• (i) THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS;
• (ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE;
• (iii) ANY RESULTS, DATA, OR OUTPUTS (INCLUDING FROM AI REALPRICE™, MAGIC LISTER, OR ANY THIRD-PARTY DATA INTEGRATION) WILL BE ACCURATE, COMPLETE, RELIABLE, OR CURRENT;
• (iv) THE SERVICES WILL BE FREE OF VIRUSES, MALWARE, OR OTHER HARMFUL COMPONENTS; OR
• (v) ANY DEFECTS OR ERRORS IN THE SERVICES WILL BE CORRECTED.

NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM COMPANY, ITS EMPLOYEES, REPRESENTATIVES, OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

Specific Disclaimer for AI and Pricing Data: AI-powered features such as AI RealPrice™, Magic Lister, AI Background Editing, and Desking & Deal Calculator generate outputs using artificial intelligence algorithms and third-party data sources. Such outputs are provided for informational and suggestion purposes only and do not constitute legal, financial, tax, or compliance advice. Customer is solely responsible for independently verifying all AI-generated pricing, vehicle descriptions, deal calculations, and other outputs for accuracy and regulatory compliance before publication, transmission, or reliance thereon.

Specific Disclaimer for Service Availability: Customer acknowledges that the Services are provided via cloud-based infrastructure and may experience interruptions, outages, latency, or performance degradation due to factors beyond Company's reasonable control, including, without limitation, internet service provider failures, cloud hosting provider outages, cyberattacks, or third-party integration failures. Company does not guarantee any specific level of uptime, availability, or performance. Company shall not be liable for, and shall not provide any refunds, credits, or compensation for, any service interruptions or downtime, regardless of cause.

10.4. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

(A) EXCLUSION OF CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL COMPANY OR ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, BUSINESS OPPORTUNITIES, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(B) LIABILITY CAP. IN NO EVENT SHALL COMPANY'S TOTAL AGGREGATE LIABILITY TO CUSTOMER FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY CUSTOMER TO COMPANY DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED DOLLARS ($100.00), WHICHEVER IS GREATER.

(C) BASIS OF THE BARGAIN. CUSTOMER ACKNOWLEDGES THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION 10 REFLECT A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND ARE A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND CUSTOMER. COMPANY WOULD NOT PROVIDE THE SERVICES TO CUSTOMER WITHOUT THESE LIMITATIONS.

(D) APPLICABILITY. THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION 10 SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, REGARDLESS OF: (I) WHETHER THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE; (II) THE FORM OR THEORY OF THE CLAIM OR ACTION (WHETHER CONTRACT, TORT, WARRANTY, STRICT LIABILITY, OR OTHERWISE); OR (III) ANY NEGLIGENCE OR OTHER FAULT OR WRONGDOING BY COMPANY OR ANY COMPANY PERSONNEL.

11. General Provisions

11.1. Entire Agreement

This Agreement, together with Company's Privacy Policy (incorporated herein by reference) and any Order Forms executed by the parties, constitutes the entire agreement between Customer and Company with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral.

11.2. Amendment

Company reserves the right to modify this Agreement at any time. Company shall provide notice of material modifications by posting the updated Agreement on Company's website and/or sending notification to Customer's registered email address. The "Last Revised" date at the top of this Agreement indicates when the most recent changes were made. Customer's continued use of the Services after any modification becomes effective constitutes Customer's acceptance of the modified Agreement. If Customer does not agree to any modification, Customer's sole remedy is to cancel Customer's subscription in accordance with Section 4.2.

11.3. Assignment

Customer may not assign, transfer, or delegate this Agreement or any rights or obligations hereunder, by operation of law or otherwise, without Company's prior written consent. Any attempted assignment in violation of this Section shall be null and void. Company may freely assign this Agreement in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.

11.4. Severability

If any provision of this Agreement is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, shall be deemed severed from this Agreement. The invalidity, illegality, or unenforceability of any provision shall not affect the validity or enforceability of any other provision of this Agreement.

11.5. Force Majeure

Company shall not be liable for any failure or delay in performance under this Agreement due to causes beyond Company's reasonable control, including, without limitation, acts of God; natural disasters; war; terrorism; riots; civil unrest; epidemics or pandemics; government actions, orders, or restrictions; labor disputes; failures of telecommunications networks, internet service providers, or cloud hosting providers; cyberattacks; or power outages (each, a "Force Majeure Event"). Upon the occurrence of a Force Majeure Event, Company's obligations shall be suspended for the duration of such event.

11.6. Waiver

No failure or delay by Company in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. No waiver shall be effective unless made in writing and signed by an authorized representative of Company.

11.7. Notices

All notices required or permitted under this Agreement shall be in writing. Company may provide notice to Customer by: (a) email to Customer's registered email address; (b) posting within the Services; or (c) other reasonable means. Customer shall provide notice to Company by email to [email protected] or by mail to the address set forth below. Notice shall be deemed given upon transmission (for email) or upon posting (for in-service notifications).

11.8. Independent Contractors

The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties. Neither party has any authority to bind the other or to incur any obligation on behalf of the other.

11.9. Export Compliance

Customer shall comply with all applicable export control and sanctions laws and regulations, including, without limitation, the Export Administration Regulations maintained by the U.S. Department of Commerce and sanctions programs administered by the U.S. Department of the Treasury's Office of Foreign Assets Control. Customer represents that Customer is not located in, under the control of, or a national or resident of any country subject to U.S. embargo.

11.10. U.S. Government End Users

The Services are "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212. If Customer is a U.S. Government end user, Company licenses the Services to Customer only as a commercial item and with only those rights as are granted to all other customers pursuant to this Agreement.

11.11. Headings; Interpretation

Section headings are for convenience only and shall not affect the interpretation of this Agreement. The words "include," "includes," and "including" shall be deemed to be followed by "without limitation." The word "or" is not exclusive. References to "days" mean calendar days unless otherwise specified.

Contact Information

For questions regarding this Agreement, please contact:

Last Revised: January 20, 2026