Dealer Essential Terms of Service

Last Revised: July 21, 2025

Welcome to Dealer Essential ("Company", "we", "us", "our"). These Terms of Service ("Terms") are a binding legal agreement between you, the dealership or entity you represent ("Customer", "you", "your"), and Dealer Essential.

These Terms govern your access to and use of our comprehensive dealership management platform, including our website, mobile applications, and all related software and services (collectively, the "Services"). Our Services include, but are not limited to, inventory management, VIN scanning, market pricing tools ("AI RealPrice™"), CRM, unified inbox, AI call assistance, marketing and listing tools ("Magic Lister"), website hosting, deal structuring ("Desking & Deal Calculator"), digital document management, e-signatures, lender marketplace access, expense tracking, and business management tools ("Profit Dashboard", "BHPH Management Suite").

1. Acceptance of Terms

BY EXECUTING AN ORDER FORM, CLICKING "I AGREE," OR BY ACCESSING OR USING THE SERVICES IN ANY MANNER, YOU (A) REPRESENT THAT YOU HAVE READ AND AGREE TO BE BOUND BY THIS AGREEMENT; (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT; AND (C) REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR ON BEHALF OF THE ENTITY YOU REPRESENT. IF YOU DO NOT AGREE TO ALL TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT USE THE SERVICES.

2. Account Registration & Authorized Users

2.1. Account Registration

You must provide accurate, current, and complete information during the registration process. This includes a valid email address and phone number for billing and service communications. You are responsible for keeping this information up-to-date.

2.2. In-Person Sign-Up & Facilitation

Our sales representatives ("Reps") may visit your physical location ("In-Person Visit") to demonstrate the Services and assist with sign-up. During an In-Person Visit, our Rep may guide you or your Authorized Users through the online sign-up process using your own computer, tablet, or other device.

You acknowledge and agree that by completing the online registration, providing your credit card information, and clicking to accept these Terms on your own device, you are electronically signing and entering into this binding agreement. Our Rep's role in this process is solely that of a technical facilitator and does not constitute any representation, warranty, or obligation on behalf of the Company beyond those expressly stated herein. You represent that you have been given sufficient time to read and understand these Terms and are not relying on any statement, promise, representation, or warranty made by our Rep that is not explicitly stated in this Agreement. You agree that our Reps have no authority to modify, waive, or alter any provision of these Terms.

2.3. Authorized Users

An "Authorized User" is any of your employees, contractors, or agents (e.g., owners, managers, sales staff, office staff) whom you authorize to access or use the Services on your behalf.

You are solely responsible for all actions taken under your account, including any actions taken by your Authorized Users and any user-level permissions you grant, whether or not such access was authorized by you. You are responsible for ensuring your Authorized Users comply with these Terms and for maintaining the confidentiality of all account login credentials.

3. Subscriptions, Fees & Payment

3.1. Subscription Plans

The Services are provided on a subscription basis, typically month-to-month, as specified when you sign up. Your subscription begins on the date your payment is successfully processed (the "Subscription Start Date").

3.2. Automatic Renewal

YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW for successive periods (e.g., monthly) unless you cancel your subscription in accordance with Section 4.

3.3. Payment

You authorize us to charge your provided payment method (e.g., credit card) on a recurring basis for all applicable fees, including subscription fees and any applicable taxes. Fees are billed in advance for the upcoming subscription period.

3.4. No Refunds

ALL FEES ARE NON-REFUNDABLE AND NON-CANCELLABLE. NO REFUNDS, CREDITS, OR PRORATIONS WILL BE PROVIDED FOR ANY REASON WHATSOEVER, including for any partial subscription periods, unused Services, or dissatisfaction. Upon cancellation, you will continue to have access to the Services until the end of your current, prepaid billing period.

3.5. Taxes

All fees are exclusive of any and all taxes, duties, levies, or similar governmental assessments, including sales, use, value-added, or withholding taxes, assessable by any jurisdiction (collectively, "Taxes"). You are responsible for paying all Taxes associated with your subscription.

3.6. Price Changes

We reserve the right to modify our subscription fees. We will provide you with at least thirty (30) days' notice of any fee change (which may be via your registered email). Your continued use of the Services after the fee change becomes effective constitutes your agreement to pay the modified amount.

4. Term, Cancellation & Termination

4.1. Term

These Terms begin on your Subscription Start Date and continue as long as your subscription is active.

4.2. Cancellation by You

You may cancel your subscription at any time by contacting our support team via email or through your account management portal (if available). Your cancellation will be effective at the end of your current billing cycle. You will not be charged for the next billing cycle. CANCELLATION IS YOUR SOLE REMEDY WITH RESPECT TO ANY DISSATISFACTION WITH THE SERVICES.

4.3. Termination by Us

We may suspend or terminate your access to the Services immediately, without prior notice or liability, for any breach of these Terms, including failure to pay fees. We also reserve the right to terminate your subscription for any reason or no reason upon thirty (30) days' written notice to you (which may be via your registered email).

4.4. Survival

All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnification, limitations of liability, and dispute resolution provisions.

4.5. Data Portability and Deletion

Upon the effective date of termination, you will have thirty (30) days to export your Customer Data from the Services, provided your account is in good standing. After this 30-day period, we will have no obligation to maintain or provide any Customer Data and may thereafter, in our sole discretion, delete all Customer Data in our systems.

5. Customer Data & Responsibilities

5.1. Definition of Customer Data

"Customer Data" means all data, information, images, and other content provided by you or your Authorized Users to the Services. This includes, but is not limited to:

• Vehicle inventory data, pricing, photos, and videos.
• Dealership financial data (e.g., expenses, profits, deal structures).
• Your customers' non-public personal information (PII), including names, addresses, phone numbers, email addresses, credit application information, and any communications stored in the CRM.
• Digital documents and e-signatures.

5.2. Your License to Us

You own all right, title, and interest in your Customer Data. You grant us a worldwide, royalty-free, non-exclusive license to host, copy, transmit, modify, display, and use your Customer Data as necessary for us to provide, maintain, and improve the Services for you.

5.3. Your Responsibilities

You are solely responsible for:

• (i) The accuracy, quality, and legality of all Customer Data.
• (ii) Complying with all applicable federal, state, and local laws and regulations regarding your business and your use of the Services. This includes, but is not limited to, truth-in-advertising laws, vehicle sales regulations, consumer credit laws (e.g., Truth in Lending Act), and data privacy laws (e.g., the Gramm-Leach-Bliley Act "GLBA", CAN-SPAM Act, Telephone Consumer Protection Act "TCPA").
• (iii) Obtaining all necessary rights, permissions, and consents from your customers before entering their PII into the Services.
• (iv) Protecting your account and Authorized User credentials from unauthorized access.
• (v) Any content, including vehicle listings and pricing, displayed on the website we build and host for you.

For the purposes of applicable data protection law, you are the "data controller" of your customers' PII, and Dealer Essential is a "data processor" acting on your instructions.

5.4. Data Security

We will implement commercially reasonable administrative, physical, and technical safeguards to protect the security and confidentiality of your Customer Data. However, no system is impenetrable, and we do not guarantee that unauthorized third parties will never be able to defeat our security measures. You acknowledge that you provide Customer Data at your own risk. In the event we become aware of a security breach resulting in the unauthorized disclosure of Customer Data, we will notify you in accordance with applicable law.

5.5. Privacy

Our collection, use, and disclosure of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

6. Intellectual Property

6.1. Ownership

We own and shall retain all right, title, and interest in and to the Services, our software, trademarks, and all underlying technology, including all modifications, enhancements, and derivative works thereof.

6.2. License to You

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services during your subscription term, solely for your internal business operations.

6.3. Restrictions

You shall not (i) reverse engineer, decompile, or otherwise attempt to discover the source code of the Services; (ii) build a competitive product or service; (iii) use the Services for benchmarking or performance testing; or (iv) resell, lease, or sublicense the Services.

6.4. Feedback

Any feedback, suggestions, or ideas you provide to us regarding the Services ("Feedback") shall become our sole and exclusive property. You hereby assign all right, title, and interest in such Feedback to us, without any right to compensation.

6.5. Marketing & Publicity

You grant us a limited, royalty-free, worldwide license to use your dealership's name and logo on our website and in our marketing materials for the sole purpose of identifying you as a customer of Dealer Essential.

6.6. Beta Services

From time to time, we may invite you to try pre-release features or services ("Beta Services"). Beta Services are provided "AS IS" without any warranty, may contain bugs and errors, and may be modified or discontinued at any time. Your use of Beta Services is at your sole risk.

7. Third-Party Services & Integrations

The Services may integrate with or provide links to third-party applications, websites, or services ("Third-Party Services"), such as lenders in the "Lender Marketplace," marketing portals, or vehicle history report providers. We do not warrant, endorse, or assume any responsibility for any such Third-Party Services. Your use of Third-Party Services is at your own risk and subject to the terms and conditions of that third party. You agree that Dealer Essential shall not be liable for any loss or damage arising from your use of any Third-Party Services, including any failure of such services to perform.

8. Indemnification

You shall indemnify, defend, and hold harmless Dealer Essential and its officers, directors, employees, agents, and affiliates (the "Indemnified Parties") from and against any and all claims, demands, suits, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) ("Claims") arising out of or relating to:

• (i) Your breach of this Agreement or any representation or warranty herein;
• (ii) Any Customer Data, including any claim that Customer Data infringes a third party's rights or violates any law;
• (iii) Your violation of any applicable law or regulation, including, but not limited to, GLBA, TCPA, and consumer protection laws;
• (iv) Any dispute between you and your end-users (i.e., car buyers), including disputes over vehicle pricing, credit applications, or communications; or
• (v) The acts or omissions of any Authorized User or any person accessing the Services using your account credentials.

9. Dispute Resolution & Governing Law

9.1. Governing Law & Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles. Subject to the arbitration clause below, the state and federal courts located in Dallas County, Texas, shall have exclusive jurisdiction and venue for any legal action arising from this Agreement.

9.2. MANDATORY BINDING ARBITRATION

ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES SHALL BE RESOLVED EXCLUSIVELY THROUGH FINAL AND BINDING ARBITRATION, conducted by JAMS (or another mutually agreed-upon administrator) in accordance with its applicable commercial arbitration rules. The arbitration shall take place in Dallas, Texas. The arbitrator's decision shall be final and binding, and judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

9.3. CLASS ACTION AND JURY TRIAL WAIVER

EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE ACTION. ANY DISPUTE SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS ONLY.

9.4. Chargeback Policy

You agree to contact us at info@dealeressential.com to resolve any billing discrepancy or dispute before initiating a chargeback. You acknowledge that these Terms and our digital logs (including timestamps, IP addresses, screen recordings, data analytics, third-party aggregations and more) serve as binding proof of your authorization for the subscription. We reserve the right to dispute any chargeback and to provide this documentation to the relevant financial institution.

10. Disclaimers & Limitation of Liability

10.1. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE AND OUR LICENSORS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT:

• (i) THE SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE;
• (ii) THE RESULTS, PRICING, OR DATA (INCLUDING FROM "AI REALPRICE™" OR ANY THIRD-PARTY INTEGRATION) WILL BE ACCURATE, COMPLETE, OR RELIABLE;
• (iii) THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS; OR
• (iv) ANY ERRORS IN THE SERVICES WILL BE CORRECTED.

NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY A DEALER ESSENTIAL REPRESENTATIVE OR AGENT SHALL CREATE A WARRANTY.

Specific Disclaimer for AI and Pricing Data: Features such as "AI RealPrice™," "Magic Lister," and "Desking & Deal Calculator" provide data and content generated by artificial intelligence or sourced from third parties. This content is provided for informational and suggestion purposes only. It does not constitute legal, financial, or tax advice. Dealer Essential does not warrant the accuracy, completeness, or compliance of any such content. You are solely responsible for independently verifying all AI-generated pricing, vehicle descriptions, and deal structures for accuracy and compliance with all applicable laws (including truth-in-advertising and TILA) before publishing or relying on it.

Specific Disclaimer for Service Availability: You acknowledge that the Services are a cloud-based technology and may experience outages, downtime, or performance degradation due to a variety of factors beyond our reasonable control, including internet service provider failures, cloud provider outages, or third-party integration failures. We do not make any guarantees or warranties regarding service uptime, availability, or performance. We will not provide any refunds, credits, or other compensation for any downtime or service interruptions, regardless of the cause.

10.2. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DEALER ESSENTIAL OR ITS AFFILIATES, LICENSORS, OR AGENTS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES. THIS INCLUDES, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO:

• (i) THE USE OF, OR INABILITY TO USE, THE SERVICES (INCLUDING ANY DOWNTIME);
• (ii) ANY DATA, INCLUDING ANY UNAUTHORIZED ACCESS TO, OR ALTERATION OF, CUSTOMER DATA;
• (iii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;
• (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE (INCLUDING ANY THIRD-PARTY SERVICES); OR
• (v) ANY OTHER MATTER RELATING TO THE SERVICES.

UNDER NO CIRCUMSTANCES WILL DEALER ESSENTIAL'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM THIS AGREEMENT EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY YOU TO DEALER ESSENTIAL DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. General Provisions

11.1. Entire Agreement

This Agreement, including our Privacy Policy, constitutes the entire agreement between you and Dealer Essential and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the Services.

11.2. Assignment

You may not assign or transfer this Agreement, by operation of law or otherwise, without our prior written consent. Any attempt to do so will be void.

11.3. Severability

If any provision of this Agreement is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of this Agreement will remain in full force and effect.

11.4. Force Majeure

We shall not be liable for any failure or delay in performance due to causes beyond our reasonable control, including, but not limited to, acts of God, war, terrorism, riots, pandemics, labor disputes, or failure of telecommunications, cloud infrastructure, or internet service providers.

11.5. No Waiver

Our failure to enforce any right or provision of this Agreement will not be considered a waiver of those rights.

11.6. Changes to Terms

We may modify these Terms at any time. We will provide notice of material changes by posting the new Terms on our site and/or sending a notification to your registered email address. Your continued use of the Services after such changes constitutes your acceptance of the new Terms.