Terms of Use

Scope of License

Subject to the terms and conditions of this Agreement, Licensor grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Licensed Software in the Territory solely for the Purpose and in accordance with the documentation provided by Licensor.

Restrictions

• Licensee shall use the Licensed Software only for its internal business purposes and shall not permit any unauthorized third party to access or use the Licensed Software.
• Licensee shall not (i) modify, adapt, translate, or create derivative works of the Licensed Software; (ii) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Licensed Software (except to the extent allowed by applicable law); (iii) remove, alter, or obscure any proprietary notices, labels, or marks from the Licensed Software; or (iv) distribute, resell, lease, or sublicense the Licensed Software.

Updates and Upgrades

Licensor may provide updates, patches, bug fixes, or other modifications to the Licensed Software ("Updates"). Unless otherwise indicated, all Updates provided to Licensee are subject to this Agreement. Licensor reserves the right to deploy Updates at its discretion and to require Licensee to use the most current version of the Licensed Software to ensure functionality and security.

Access

Licensor shall make the Licensed Software accessible to Licensee via a secure web-based interface or mobile application. Because the Licensed Software is cloud-based and intangible, neither title nor risk of loss passes to Licensee. Licensee is responsible for maintaining appropriate security measures, including safeguarding login credentials and implementing any internal security protocols required to protect its access to the Licensed Software.

System Requirements

Licensee acknowledges that use of the Licensed Software requires a compatible system configuration (including hardware, software, networking, and internet connectivity). Licensee is responsible for the procurement and maintenance of all necessary equipment or connections needed to use the Licensed Software.

One-Time Setup and Provisioning

• Account and Rooftop Provisioning: Licensor will provision the dealership's account(s), including any affiliated locations ("rooftops") or subsidiary dealerships, and establish initial user profiles or login credentials.
• Setup Fee: Licensee agrees to pay a one-time setup fee per rooftop (as specified in the Order Form) to cover initial configuration of the Licensed Software. Depending on the number of rooftops, this setup fee may be adjusted to account for volume.
• Timeline and Cooperation: Both parties will cooperate in good faith to ensure timely completion of these initial setup tasks. Licensee shall promptly provide any required information or approvals necessary for Licensor to fulfill this provisioning process.

Initial Training

• Online Training Session: Licensor shall conduct one online training session to guide Licensee's designated users on how to access and effectively use the Licensed Software. This session will typically cover feature overviews, best practices, and any relevant internal procedures.
• Additional Training: Any further training, if requested by Licensee, may be subject to additional fees and will be scheduled separately by mutual agreement.

General Obligations

Licensee and its Authorized Users agree to use the Licensed Software in a manner that is lawful, ethical, and in compliance with all applicable laws, regulations, and the terms of this Agreement. Licensee shall ensure that any use of the Licensed Software, including but not limited to uploads, inputs, prompts, and any other content provided by Licensee or its Authorized Users, does not violate this Agreement or any third-party rights.

Prohibited Conduct

Licensee and its Authorized Users shall not use the Licensed Software to:

• Unlawful Activity: Engage in any activity that violates local, state, provincial, federal, or international laws or regulations, including but not limited to fraudulent activities, money laundering, or dissemination of illegal content.
• Intellectual Property Infringement: Upload, transmit, display, or otherwise make available any content that infringes any patent, trademark, copyright, trade secret, or other proprietary or intellectual property right of any party.
• Harmful, Malicious, or Offensive Content: Upload, post, display, or transmit any harmful, hateful, threatening, defamatory, obscene, or harassing content, or any content that promotes violence or hatred against individuals or groups.
• Personal Data Abuse: Collect, store, or share personal data in a manner that violates applicable data protection laws (such as U.S. privacy laws or Canadian PIPEDA regulations).
• Security Violations: Interfere with, disrupt, compromise, or circumvent any security or authentication measures implemented by Licensor or third parties, including attempts to test, scan, probe, or inspect the vulnerability of any system or network without explicit authorization.
• Reverse Engineering or Unauthorized Access: Attempt to gain unauthorized access to the Licensed Software or related systems, or engage in any reverse engineering, decompilation, or other efforts to extract source code where not permitted by applicable law.
• Excessive Use or System Abuse: Use the Licensed Software in a manner that unreasonably degrades, harms, or disrupts the performance or availability of the Licensed Software or its infrastructure, such as through excessive API calls, DDOS attacks, or other similar abuses. Overuse for normal operations is not a violation and simply triggers elastic billing as described in Section 5.3.
• Violations of Third-Party Terms: Engage in activities that would place Licensor in violation of any of Licensor's agreements with third parties, e.g., OpenAI Terms of Use.

User Content and Uploads

• Responsibility for User Content: Licensee is solely responsible for all content uploaded, posted, or transmitted through the Licensed Software by Licensee or its Authorized Users. Licensee represents and warrants that it possesses all necessary rights to share such content and that no uploaded content will violate this Agreement or any applicable laws.
• Content Screening: Licensor does not guarantee it will screen or review uploaded or transmitted content but reserves the right to monitor, remove, or disable access to any content that violates this Agreement or is otherwise objectionable, at Licensor's sole discretion.
• Privacy and Confidentiality: Licensee acknowledges that any files or data uploaded to the Licensed Software may be processed or stored by Licensor's infrastructure or that of its subcontractors for the purpose of providing the services. Licensee shall ensure that any such files or data do not violate the privacy or confidentiality rights of any individuals or entities above Licensor's responsibilities addressed in Section 6.2 ("Data Encryption and Security Measures") and Section 6.3 ("Data Minimization and Redaction").

Remedies for Violations

If Licensor becomes aware of or suspects any prohibited conduct or violation of this Acceptable Use section, Licensor reserves the right to:

• Temporarily suspend or permanently terminate Licensee's or Authorized Users' access to the Licensed Software;
• Remove, delete, or disable any offending content or files;
• Report any illegal or suspicious activities to law enforcement authorities; and
• Pursue any other remedies available under this Agreement, at law, or in equity.

Responsibility for Authorized Users

Licensee shall ensure that all Authorized Users comply with this section. Any action or omission by an Authorized User that would breach this Agreement if taken by Licensee shall be deemed a breach by Licensee.

One-Time Setup Fee

Upon execution of this Agreement (or as otherwise specified in the applicable Order Form), Licensee shall pay to Licensor a one-time, non-refundable setup fee. Unless otherwise arranged, the setup fee shall be processed through Stripe or Wise, and be initiated by Licensor.

Monthly Subscription Fee

Following the initial setup fee, Licensee shall pay a recurring monthly subscription fee on a month-to-month basis. The subscription fee will be charged automatically through Stripe at the beginning of each billing cycle based on the Licensee's current subscription level. Licensee is responsible for maintaining accurate and up-to-date payment information.

Elastic Usage and Overage Fees

The monthly subscription fee includes access to the Licensed Software within a standard usage threshold determined by Licensor in alignment with industry norms. In the event that Licensee's use exceeds these thresholds—whether in terms of processing volume, data consumption, or system activity—Licensor may apply additional charges to account for excess usage. Any such charges will be reasonably assessed based on prevailing industry standards, clearly itemized in the billing statement, and fully disclosed to the Licensee. Upon request, Licensor will provide Licensee with a summary of the source and nature of the excess usage to enable informed decisions regarding usage reduction or subscription adjustment to a higher-tier plan.

Automatic Renewal

The monthly subscription shall renew automatically for successive one-month periods or annual periods depending on the Licensee's preferred subscription settings. Licensee may cancel automatic renewal by providing written notice at least 15 days prior to renewal date or by canceling the subscription electronically within the Subscription area of the application.

Late Payments

If any payment due under this Agreement is not received by the due date, Licensor reserves the right to charge interest on the overdue amount at the rate of one percent (1%) per month or the maximum rate permitted by law, whichever is lower, until paid in full.

Billing Disputes

In the event that Licensee believes there is an error or discrepancy on an invoice or charge, Licensee must notify Licensor in writing within 15 days from the date of the invoice or charge. Licensor will work in good faith to resolve any disputed amounts. Unpaid amounts not disputed in good faith remain subject to the late payment provisions stated above.

Taxes

All fees and charges specified herein are exclusive of applicable taxes. Licensee is responsible for any and all applicable sales, use, value-added, or similar taxes imposed by any governmental authority.

No Refunds

Except as otherwise required by applicable law or expressly set forth in this Agreement, all fees (including the one-time setup fee) are non-refundable.

Compliance With Applicable Laws

Each party shall comply with all applicable data protection, privacy, and security laws and regulations in the United States and Canada (and any other applicable jurisdictions) in connection with the processing of personal data ("Personal Data"). This may include but is not limited to laws such as the California Consumer Privacy Act (CCPA), the Personal Information Protection and Electronic Documents Act (PIPEDA) in Canada, and any other relevant state, provincial, or federal data privacy regulations.

Data Encryption and Security Measures

• Encryption: Licensor implements encryption protocols to protect data in transit (e.g., HTTPS/TLS). Where feasible and appropriate, Licensor may also employ encryption at rest for stored data.
• Access Controls: Licensor restricts internal access to systems and data to authorized personnel with a legitimate need to access such information for the purpose of providing the Licensed Software.
• Physical and Technical Safeguards: Licensor maintains commercially reasonable physical, administrative, and technical safeguards intended to protect the confidentiality, integrity, and availability of any data processed through the Licensed Software.
• Regular Assessments: Licensor periodically reviews and updates its data security policies, procedures, and safeguards to address emerging threats and vulnerabilities.

Data Minimization and Redaction

• PII Identification and Redaction: To the extent that Licensee or its Authorized Users provide Personal Data or other sensitive information to the Licensed Software (e.g., via file uploads), Licensor uses commercially reasonable efforts to identify and redact sensitive elements (including PII) before forwarding data to any underlying large language models, data stores, or external services.
• Purpose Limitation: Licensor processes Personal Data only to provide and improve the Licensed Software and related services, unless otherwise required by law or with Licensee's consent.
• Disclosure to Third Parties: Where third-party services (such as LLM providers) are involved, Licensor ensures that such third parties are contractually bound to use the data solely for the purpose of delivering or improving the contracted services, and that they maintain reasonable data security measures.

Data Analysis and Usage Rights

Licensor may collect, process, and analyze conversational data generated through Licensee's use of the Licensed Software, provided that such data is first redacted and desensitized to remove personally identifiable information and other sensitive content ("Processed Data"). Licensor's analysis and use of Processed Data is limited to:

• Quality Assurance: To monitor, test, and evaluate the performance, accuracy, reliability, and functionality of the Software, including identifying and resolving technical issues, bugs, and system errors.
• Improvements and Features: To enhance the Software's capabilities, develop new features, improve user experience, optimize performance, and advance the underlying technology and algorithms.
• Abuse Identification: To detect, prevent, and investigate misuse, abuse, or violations of this Agreement or applicable laws, including but not limited to identifying harmful content, security threats, or unauthorized usage patterns.
• Use Case Publication: To create anonymized case studies, research publications, best practice guides, and educational materials for the benefit of the user community, provided that such publications contain no information that could reasonably identify Licensee or any individual users.

Data Retention and Deletion

Licensor will retain data (including Personal Data) only for as long as necessary to fulfill the Purpose outlined in this Agreement or as required by law, whichever is longer. Upon Licensee's written request or upon termination of this Agreement, Licensor will delete or anonymize Personal Data under Licensor's control, unless retention is required by applicable law.

Licensee Responsibilities

• Lawful Basis and Consent: Licensee is responsible for obtaining any necessary consents or lawful basis to collect, process, and share Personal Data with Licensor through the Licensed Software.
• Compliance with Laws: Licensee shall comply with all applicable privacy and data protection laws, including providing appropriate privacy notices to individuals, managing consent, and honoring requests to access or delete Personal Data where required by law.
• Prohibited Data: Licensee agrees not to upload or otherwise transmit any Personal Data that is prohibited by this Agreement or any applicable laws (e.g., health information covered under HIPAA, PCI, FERPA, etc., unless specifically agreed in a separate written agreement), or that exceeds the scope of what Licensor's systems are designed or intended to handle.

Data Processing Addendum

If required by applicable law or if otherwise deemed necessary by either party, the parties shall negotiate in good faith to enter into a separate Data Processing Addendum ("DPA") that outlines each party's obligations relating to the processing of Personal Data. In the event of any conflict between this Agreement and such DPA, the terms of the DPA shall govern to the extent of the conflict.

Ownership

The Licensed Software, including any and all modifications, enhancements, or derivative works, and all intellectual property rights therein, remain the sole and exclusive property of Licensor or its licensors.

Feedback

Licensee may voluntarily provide suggestions, comments, or feedback regarding the Licensed Software ("Feedback"). Licensee agrees that Licensor may use, disclose, reproduce, license, and otherwise exploit such Feedback in any manner, without compensation or obligation to Licensee. This includes Feedback provided in the Licensed Software's built-in community forum of users.

Obligations

Each party shall maintain the other party's Confidential Information in strict confidence and shall not use it for any purpose other than as necessary to perform under this Agreement. Confidential Information may be disclosed only to those employees, agents, or contractors who need to know it for purposes consistent with this Agreement, and who are bound by written obligations of confidentiality at least as protective as those herein.

Exceptions

• Information that is or becomes publicly available through no fault of the receiving party;
• Information that was known to the receiving party prior to disclosure without breach of an obligation of confidentiality;
• Information independently developed by the receiving party without use of the disclosing party's Confidential Information; or
• Information disclosed pursuant to a valid court order or governmental request, provided the receiving party promptly notifies the disclosing party to enable it to seek a protective order or otherwise prevent disclosure.

Limited Warranty

Licensor represents and warrants that it has the right to grant the license under this Agreement and that, to the best of its knowledge, the Licensed Software does not infringe upon any third-party intellectual property rights when used in accordance with this Agreement.

Disclaimer of Other Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSED SOFTWARE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED. LICENSOR DISCLAIMS ANY AND ALL OTHER WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND ACCURACY OF DATA.

AI-Generated Outputs

Licensee acknowledges that AI-generated outputs may vary and that the effectiveness of the Licensed Software depends on the accuracy, completeness, and relevancy of data and prompts provided by Licensee. Licensee acknowledges that Licensor uses third-party model providers that may experience service disruptions that affect the Licensed Software. Licensor will take all reasonable steps to ensure that disruptions are well communicated to Authorized Users and mitigated.

Licensor Indemnification

Licensor shall defend, indemnify, and hold Licensee harmless from and against any claims, liabilities, damages, expenses, and costs (including reasonable attorneys' fees) resulting from any third-party claim that the Licensed Software, as provided by Licensor and used in accordance with this Agreement, infringes or misappropriates any patent, copyright, trademark, or trade secret of such third party.

Licensee Indemnification

Licensee shall defend, indemnify, and hold Licensor harmless from and against any claims, liabilities, damages, expenses, and costs (including reasonable attorneys' fees) arising out of or relating to (a) Licensee's misuse of the Licensed Software, or (b) Licensee's breach of this Agreement.

Procedures

Each party's indemnification obligations are contingent upon the indemnified party (a) providing prompt written notice of any claim for which indemnification is sought, (b) granting sole control of the defense and settlement of the claim to the indemnifying party, and (c) providing reasonable cooperation with the indemnifying party.

Exceptions

Indemnification does not apply to overage or excess use charges unless misrepresented.

TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR LIABILITY FOR (A) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (B) BREACH OF CONFIDENTIALITY OBLIGATIONS, OR (C) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS:

• NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING LOSS OF REVENUE, PROFITS, OR BUSINESS OPPORTUNITIES).
• EACH PARTY'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF FEES PAID (OR PAYABLE) BY LICENSEE UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Term

This Agreement commences on the Effective Date (the earlier of Licensee's acceptance or use of the Licensed Software) and continues until terminated as set forth herein.

Termination for Convenience

Either party may terminate this Agreement for any reason by providing thirty (30) days' written notice to the other party.

Termination for Breach

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any term of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach.

Effect of Termination

• All licenses granted hereunder immediately terminate.
• Licensee shall cease all use of the Licensed Software.
• Sections intended to survive termination (including confidentiality, warranties and disclaimers, indemnification, limitation of liability, and governing law) shall remain in effect.

Licensee represents and warrants that it shall comply with all applicable export control and sanctions laws, including U.S. and Canadian laws. Licensee shall not directly or indirectly export, re-export, or transfer the Licensed Software to any restricted country or end-user in violation of applicable law.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its conflicts of law principles.

Dispute Resolution

• Mandatory Mediation: Prior to initiating any legal proceeding, the parties agree to attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement through good faith mediation. The mediation shall be conducted by a mutually agreed-upon mediator or, if the parties cannot agree, by a mediator appointed by the American Arbitration Association (AAA). Each party shall bear its own costs of mediation, and the parties shall share equally the fees and expenses of the mediator.
• Binding Arbitration: If mediation is unsuccessful in resolving the dispute within sixty (60) days after initiation, any remaining dispute shall be resolved through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in Delaware. The arbitrator's decision shall be final and binding, and judgment may be entered upon it in any court of competent jurisdiction.

Jurisdiction

Subject to the mandatory mediation and arbitration provisions above, any legal action or proceeding that is not subject to arbitration will be brought exclusively in the federal or state courts located in the State of Delaware. Each party irrevocably consents to the personal jurisdiction and venue of such courts.

Equitable Relief

Notwithstanding the foregoing dispute resolution provisions, either party may seek injunctive or other equitable relief to protect its intellectual property rights or Confidential Information in any court of competent jurisdiction without first engaging in mediation or arbitration, as such matters may require immediate relief to prevent irreparable harm.

Entire Agreement

This Agreement and applicable Order Form constitute the entire agreement between the parties regarding the subject matter, and supersede all prior or contemporaneous agreements, understandings, and communications, whether written or oral.

Assignment

Licensee may not assign or transfer this Agreement, in whole or in part, without Licensor's prior written consent. Any attempt to assign this Agreement without such consent is void. This Agreement shall be binding upon and inure to the benefit of the parties' permitted successors and assigns.

Severability

If any provision of this Agreement is found to be invalid, unlawful, or unenforceable, that provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.

No Waiver

No failure or delay by either party in exercising any right or remedy under this Agreement shall constitute a waiver of such right or remedy, nor shall any single or partial exercise of any right or remedy preclude any further exercise of such right or remedy.

Independent Contractors

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

Notices

All notices, requests, consents, and other communications under this Agreement shall be in writing and delivered to the designated contact at the address set forth in the applicable order form or as otherwise provided by the parties.

Force Majeure

Neither party shall be liable for any failure to perform due to causes beyond its reasonable control, including acts of God, war, terrorism, civil disturbance, strikes, natural disasters, or governmental actions.