ANSCRIPT Solutions | Parts Order Tracker – Terms and Conditions

Effective Date: September 24, 2026

Proprietary Rights and Anti-Copying Notice

PLEASE READ THIS NOTICE FIRST. IT APPLIES TO EVERYONE WHO ACCESSES THE PLATFORM OR WEBSITE, WHETHER OR NOT THEY CREATE AN ACCOUNT.

A. Ownership. Anthony Nicolussi, an individual (together with any person or entity to which he assigns these rights), is the owner of the ANSCRIPT Solutions | Parts Order Tracker product, including its platform, website, website domain name, and all related intellectual property. This includes source and object code, software architecture, databases and data structures, APIs, algorithms and models, workflows and business logic, user interface designs, screen layouts, look and feel, text, graphics, documentation, and the name "ANSCRIPT Solutions" and its logos, including all intellectual property and common-law rights in that name, whether or not registered (together, the "Proprietary Materials"). The Proprietary Materials are protected by U.S. copyright, trademark, patent, and trade secret laws, including the Illinois Trade Secrets Act (765 ILCS 1065) and the federal Defend Trade Secrets Act. All rights not expressly granted are reserved.

B. No copying or cloning. No person may, directly or through others:

1. copy, reproduce, modify, translate, or create derivative works of any Proprietary Materials;
2. reverse engineer, decompile, disassemble, or attempt to derive the source code, data models, or underlying logic of the Platform;
3. replicate, imitate, or build a product or website with substantially similar features, workflows, screens, or look and feel, using knowledge gained from accessing the Proprietary Materials;
4. scrape, crawl, harvest, or use bots, scripts, or automated tools to extract content, data, or designs from the Platform or website;
5. record, screenshot, or describe the Platform, its beta features, or its documentation in order to share them with a competitor or to help build a competing product;
6. use any Proprietary Materials to train, fine-tune, or prompt an artificial intelligence or machine learning model;

C. Competitors prohibited. Developers, vendors, or providers of parts tracking, dealer management, or dealership software, and anyone acting for them, may not access the Platform or non-public areas of the website without Anthony Nicolussi's prior written consent.

D. Beta confidentiality. Because the Platform is in beta, its features, designs, performance, pricing plans, and documentation are Anthony Nicolussi's Confidential Information. Users may not publish or disclose them without written consent.

E. Remedies. Any violation of this Notice will cause Anthony Nicolussi irreparable harm. Anthony Nicolussi may seek an immediate injunction in any court of competent jurisdiction, without posting a bond to the extent permitted by law, in addition to damages and all other remedies. Unauthorized access may also violate the federal Computer Fraud and Abuse Act and Illinois computer crime laws (720 ILCS 5/17-51 et seq.). The violating party will pay Anthony Nicolussi's reasonable attorneys' fees and costs of enforcement. Anthony Nicolussi may terminate access immediately upon any suspected violation. This Notice survives termination, and the liability limits in Section 14 do not apply to violations of it.

1. Acceptance of These Terms

Effective Date: September 24, 2026

1.1 Agreement. These Terms and Conditions (the "Terms"), together with the Data Processing Addendum (Exhibit A), the Service Level Schedule (Exhibit B), and any online registration, order, or Statement of Work (each an "Order"), form a binding agreement (the "Agreement") between Anthony Nicolussi, an individual and the owner of the ANSCRIPT Solutions | Parts Order Tracker product ("Anthony Nicolussi," "Company," "we," "us") and the dealership entity identified during registration ("Dealer," "you").

1.2 Click-through acceptance. By checking the acceptance box, clicking "I Agree," or accessing the ANSCRIPT Solutions | Parts Order Tracker service (the "Platform"), you accept the Agreement. If you do not agree, do not use the Platform.

1.3 Authority. The individual accepting these Terms represents that he or she is at least 18 years old and has authority to bind the Dealer entity and every Licensed Rooftop listed on the account. If that person lacks authority, that person is personally bound by these Terms.

1.4 Business use only. The Platform is sold to businesses only. It is not a consumer product, and consumer protection laws that apply only to consumer purchases do not apply to this Agreement.

1.5 Order of precedence. If documents conflict, this order controls: (a) a signed Order that expressly overrides these Terms; (b) Exhibit A (for data protection matters only); (c) these Terms; (d) Exhibit B; (e) online documentation.

2. Definitions

• "Authorized User" means an individual employee or contractor of a Licensed Rooftop to whom Dealer assigns a unique login.
• "Customer Data" means data Dealer or its Authorized Users submit to the Platform or authorize us to pull from a Third-Party System, including parts inventory, pricing, purchase orders, repair orders, vehicle identification numbers (VINs), and End Customer contact details.
• "Dealer Group" means the Dealer and each Affiliate listed on the account. "Affiliate" means an entity that controls, is controlled by, or is under common control with the Dealer, where "control" means more than 50% voting ownership.
• "End Customer" means a consumer or business that buys vehicles, parts, or service from a Licensed Rooftop.
• "Customer Information" or "NPI" means nonpublic personal information about End Customers, as defined under the Gramm-Leach-Bliley Act (GLBA) and the FTC Safeguards Rule (16 C.F.R. Part 314), contained in Customer Data.
• "Licensed Rooftop" or "Rooftop" means a single physical dealership location, with its own street address and (where applicable) its own OEM dealer code or DMS store/branch number, that is listed on the account and paid for under an Order.
• "Platform Data" means data generated by the Platform about its own operation, such as usage logs, performance metrics, system configurations, and derived analytics, excluding Customer Data in identifiable form.
• "Aggregated Data" means Customer Data or Platform Data that has been de-identified and combined with data of other customers so that it does not identify Dealer, any Rooftop, any Authorized User, or any End Customer.
• "Third-Party System" means any software, service, or data source not owned by Company, including dealer management systems (DMS), customer relationship management systems (CRM), OEM parts catalogs and ordering portals, parts suppliers, SMS carriers, and email delivery providers.
• "Custom Work" means any configuration, integration, workflow, report, script, API connector, or user-interface change that Company builds or modifies at Dealer's request.

3. License Scope and Rooftop Licensing

3.1 License grant. Subject to these Terms, Company grants Dealer a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term to allow Authorized Users to access and use the Platform solely for the internal parts operations of the Licensed Rooftops listed on the account.

3.2 License tiers. Each Order states one of the following scopes. If no scope is stated, the Single Rooftop scope applies.

3.3 Adding Rooftops. Dealer must add each new, acquired, or relocated location to the account before any Authorized User uses the Platform for that location. There is no charge to add Rooftops while the Platform is free. After paid pricing takes effect under Section 5.3, new Rooftops are billed at the then-current rate.

3.4 Divestitures and mergers. If a Rooftop is sold or leaves the Dealer Group, its license ends on the closing date. The buyer gains no rights under this Agreement unless it accepts these Terms under its own account. A Rooftop's Customer Data may be transferred to the buyer only on Dealer's written instruction and at Dealer's responsibility for that transfer's legality.

3.5 Shared employees. An Authorized User who works at more than one Licensed Rooftop within the same Dealer Group may use a single login across those Rooftops. An individual may not use the Platform for any location that is not a Licensed Rooftop.

3.6 Restrictions. Dealer will not, and will not permit anyone to:

1. use the Platform for any unlisted location, branch, satellite parts warehouse, or affiliated body shop not named in an Order;
2. share, resell, or provide access to any entity outside the Dealer Group, including separately owned dealerships, even if they share an owner, a manager, or a building;
3. reverse engineer, decompile, scrape, or copy the Platform, except as applicable law expressly permits;
4. use the Platform to build a competing product, or benchmark it for publication without our consent;
5. exceed usage limits, API rate limits, or seat counts in the Order;
6. upload malicious code or attempt to breach Platform security.

3.7 Audit. On 15 days' written notice, no more than once per year, Company may verify Dealer's compliance with this Section using account logs and reasonable records. If use exceeds the licensed scope, Company may suspend the excess use and, once paid pricing is in effect, charge for the excess at the then-current list price, back-dated to when the excess use began.

4. Authorized Users and Credentials

4.1 One person, one login. Each login is for one named individual. Credentials may not be shared, pooled, or rotated among people, and generic logins such as "partsdesk" or "servicecounter" are prohibited unless an Order expressly allows kiosk accounts.

4.2 Dealer responsibility. Dealer is responsible for all activity under its accounts, for keeping credentials confidential, and for removing access within one business day after an Authorized User leaves or changes roles.

4.3 Suspected misuse. Dealer must notify us at anicolussi@anscriptsolutions.com promptly after learning of any lost credentials or unauthorized access. We may suspend any login that we reasonably believe is shared or compromised.

5. Beta Status, Free Access, and Right to Charge

5.1 Beta product. The Platform is a pre-release beta and is not fully released. It may contain errors, bugs, and incomplete features, and may be slower or less reliable than a finished product. Company may add, change, limit, or remove any feature, or suspend or discontinue the Platform, at any time, with or without notice.

5.2 Keep your own records. Because the Platform is in beta, data loss or corruption may occur. Dealer's DMS and other systems of record remain Dealer's official records, and Dealer is responsible for keeping its own copies of any data it needs.

5.3 Free access and right to charge. The Platform is currently provided free of charge. Anthony Nicolussi reserves the right to revoke free access and to begin charging fees for the Platform, or for any feature, Rooftop, or usage level, at any time and in any amount it sees fit. Company will give Dealer at least 30 days' notice before any fee applies. Dealer will not be charged unless it affirmatively accepts the pricing, such as by accepting an Order or entering payment details. If Dealer does not accept, its access ends when the free period ends, and Dealer may export its Customer Data as provided in Section 15.4.

5.4 Third-party charges. Any charges imposed by Third-Party Systems, including DMS integration, certification, or data-access fees, carrier fees, and 10DLC registration fees, are Dealer's responsibility (see Section 6).

5.5 Beta limits on commitments. During the beta and any free period, the uptime commitment and Service Credits in Section 10 and the performance warranty in Section 12.2 do not apply.

6. DMS, CRM, and Third-Party Integrations

6.1 Dealer authorization. Dealer authorizes Company to access, read, and (where the feature requires) write data to Dealer's DMS, CRM, OEM parts portals, and other Third-Party Systems that Dealer connects to the Platform. Dealer represents that it has all rights, licenses, and consents under its contracts with those providers to grant this authorization, and that our access will not breach those contracts.

6.2 Third-party dependencies. Integrations depend on Third-Party Systems that Company does not own or control, including systems from providers such as CDK Global, Reynolds and Reynolds, Dealertrack, and OEM parts networks. Company is not responsible or liable for:

1. data sync failures, delays, duplicates, or errors caused by a Third-Party System;
2. a provider changing, restricting, throttling, or ending its API, data-access program, file format, or protocol;
3. a provider blocking, suspending, or charging for our access;
4. integration, certification, per-transaction, or data-access fees a provider charges Dealer or Company for Dealer's connection;
5. the accuracy of parts numbers, supersessions, list prices, availability, or fitment data supplied by an OEM, distributor, or other Third-Party System.

6.3 Provider fees. If a provider charges a fee specific to Dealer's integration, Dealer is responsible for it, whether charged to Dealer or passed through to Dealer at cost on 30 days' notice. Dealer may instead disconnect that integration.

6.4 Reasonable efforts. When a provider changes its interface, Company will use commercially reasonable efforts to restore the integration, but does not guarantee that any integration will remain available. Loss of an integration is not a breach of this Agreement, and downtime caused by a Third-Party System does not count against the uptime commitment in Section 10.

6.5 API use. If Company provides Dealer an API, Dealer will use it only as documented, within published rate limits, and only for the Licensed Rooftops. Company may throttle or suspend API keys that degrade Platform performance or security.

6.6 Verify before relying. Dealer is responsible for reviewing parts orders, prices, returns, and inventory counts before relying on them for purchasing, pricing End Customers, OEM warranty claims, or parts return programs. The Platform is a tracking tool; it does not replace Dealer's own review or the Third-Party System of record.

7. Data Ownership and Use

7.1 Dealer owns Customer Data. As between the parties, Dealer owns all Customer Data, including its customer lists, parts inventory, pricing, purchase history, and repair order records. Dealer grants Company a non-exclusive, worldwide license during the term to host, process, transmit, and display Customer Data as needed to provide, secure, and support the Platform and as Dealer directs.

7.2 Company owns Platform Data. Company owns all Platform Data, including logs, performance metrics, workflow patterns, and derived models and analytics, excluding Customer Data in identifiable form.

7.3 Aggregated Data license. Dealer grants Company a perpetual, irrevocable, worldwide, royalty-free, fully paid license to create Aggregated Data from Customer Data and to use, copy, modify, commercialize, and disclose Aggregated Data for any lawful purpose, including to:

• build and train machine learning and AI models, including parts demand forecasting and stocking recommendations;
• publish market benchmarks and indexes, such as parts fill rates, obsolescence rates, turn rates, and regional pricing trends;
• develop, improve, and market Company's products and services.

This license survives termination.

7.4 De-identification commitments. Aggregated Data will not identify, and Company will not attempt to re-identify, Dealer, any Rooftop, any Authorized User, or any End Customer. Company will not publish benchmark figures drawn from fewer than five unaffiliated dealer groups, and Aggregated Data will never contain NPI, End Customer names or contact details, or VINs linked to an End Customer.

7.5 Vehicle and telematics data. VINs, mileage, and vehicle or telematics data linked to an identifiable End Customer are treated as Customer Information under Section 8 and Exhibit A. Once de-identified under Section 7.4, such data may be used as Aggregated Data.

7.6 No sale of personal information. Company will not sell or share End Customer personal information, as those terms are defined under applicable state privacy laws, and will act as Dealer's service provider or processor for that information.

7.7 Feedback. If Dealer sends suggestions or feedback about the Platform, Company may use them without restriction or payment.

8. Data Security and Regulatory Compliance

8.1 Roles. Dealer is a "financial institution" under the GLBA and the FTC Safeguards Rule, 16 C.F.R. Part 314. Company acts as Dealer's "service provider" under 16 C.F.R. § 314.4(f) and processes Customer Information only on Dealer's behalf and instructions. Company is also a data collector that maintains, but does not own, personal information under the Illinois Personal Information Protection Act, 815 ILCS 530 ("PIPA"). Dealer remains responsible for its own information security program, including its oversight of service providers.

8.2 Company's safeguards. Company will maintain a written information security program with administrative, technical, and physical safeguards appropriate to the sensitivity of Customer Information, as detailed in Exhibit A. At a minimum, Company will:

1. encrypt Customer Information in transit and at rest;
2. offer multi-factor authentication (MFA) for all Authorized User logins and require MFA for Company personnel who access Customer Information;
3. limit staff access to Customer Information to personnel who need it and who are bound by confidentiality obligations;
4. log and monitor access to Customer Information;
5. conduct annual penetration testing and periodic vulnerability assessments;
6. train personnel on security at least annually;
7. require equivalent safeguards from its subprocessors.

8.3 GLBA use and disclosure limits. Company will not use or disclose Customer Information except to perform the Agreement, as Dealer directs, to create Aggregated Data under Section 7, or as required by law, consistent with the reuse and redisclosure limits of the GLBA Privacy Rule (Regulation P, 12 C.F.R. Part 1016).

8.4 Shared responsibility. Company's security responsibility ends at the Platform's application and hosting boundary. Dealer is responsible for everything on its side of that boundary.

8.5 Security Incidents. Company will notify Dealer immediately following discovery, as required by PIPA (815 ILCS 530/10(b)), and in any event within 72 hours, after discovering unauthorized acquisition of, or access to, unencrypted Customer Information or personal information in Company's systems (a "Security Incident"). Company will cooperate with Dealer and give it the information it reasonably needs to meet its own obligations, including notice to the FTC under 16 C.F.R. § 314.4(j), notice to affected Illinois residents and, where required, the Illinois Attorney General under PIPA, and notices under other state laws. Dealer decides whether and how to notify End Customers and regulators, unless the law requires Company to do so.

8.6 Incidents caused by Dealer. Company is not responsible for Security Incidents caused by compromised Dealer credentials, Dealer's failure to enable MFA, Dealer's devices or networks, or Dealer's Third-Party Systems. Dealer will reimburse Company's reasonable costs of investigating and responding to those incidents.

8.7 No prohibited data. The Platform is not designed to store Social Security numbers, driver's license or state ID numbers, credit applications, credit reports, bank or card account numbers, health information, or biometric identifiers or biometric information (such as fingerprints, face geometry, or voiceprints) as defined in the Illinois Biometric Information Privacy Act, 740 ILCS 14. Dealer will not upload such data into free-text fields, notes, photos, or attachments. Company does not collect biometric data and has no liability for prohibited data uploaded in breach of this Section.

8.8 Compliance documentation. On request, no more than once per year, Company will provide a summary of its security program, its most recent third-party security assessment or penetration test summary, and responses to a reasonable security questionnaire, to support Dealer's oversight of service providers.

9. SMS, Email, and Messaging Compliance

9.1 Dealer is the sender. When Dealer uses the Platform to send text messages, emails, or other communications (such as parts-arrival alerts, special-order updates, service reminders, or promotions), Dealer is the sender and initiator of each message. Company provides the technology only and does not choose recipients, timing, or content. The Platform currently sends email only. If text messaging is added later, this Section applies to it as well.

9.2 Dealer's compliance obligations. Dealer is solely responsible for complying with all laws that govern its messages, including the Telephone Consumer Protection Act (TCPA) and FCC rules, the CAN-SPAM Act, state telemarketing and "mini-TCPA" laws (including the Illinois Telephone Solicitations Act, 815 ILCS 413, and the Illinois Automatic Telephone Dialers Act, 815 ILCS 305), Do-Not-Call rules, and carrier and industry messaging guidelines. Dealer will:

1. obtain and keep records of the consent each law requires before messaging an End Customer, including prior express written consent for marketing texts;
2. send only transactional messages (such as "your part has arrived") to End Customers who consented only to transactional messages;
3. honor opt-out and consent-revocation requests made by any reasonable means, within the time the law requires, and not re-add opted-out numbers;
4. include required sender identification, opt-out instructions, and, for commercial email, a valid physical postal address;
5. observe quiet hours and state time-of-day and frequency limits;
6. not upload purchased, rented, or scraped contact lists;
7. complete any required carrier registration (such as 10DLC brand and campaign registration) accurately.

9.3 Templates. Any message template Company supplies is a sample only. Dealer is responsible for reviewing and approving the final content of every template it uses, edits, or creates.

9.4 Company's controls. Company may maintain opt-out processing, quiet-hour defaults, and message filters, but these tools do not shift compliance responsibility to Company. Company may suspend messaging if it reasonably suspects a violation of law or carrier rules, or if a carrier flags Dealer's traffic.

9.5 Messaging indemnity. Dealer will defend, indemnify, and hold harmless Company and its officers, employees, and agents from all claims, class actions, regulatory investigations, fines, penalties, carrier fees, settlements, judgments, and reasonable attorneys' fees arising from messages sent through Dealer's account, including claims under the TCPA, CAN-SPAM, or any state messaging law, that arise from Dealer's (a) message content or templates, (b) contact lists or consent records, (c) failure to honor opt-outs, or (d) any other breach of this Section 9. This indemnity is not subject to the limitation of liability in Section 14.

10. Service Levels and Service Credits

10.1 Beta and free period: no uptime commitment. While the Platform is in beta or provided free of charge, Company aims for high availability but makes no uptime commitment and issues no Service Credits. Dealer's sole and exclusive remedy for any outage or failure during that time is to stop using the Platform.

10.2 After paid pricing begins. Once Dealer accepts paid pricing under Section 5.3, Company will make the Platform available at least 99.9% of each calendar month, measured as described in Exhibit B (the "Uptime Commitment"). If Company misses it, Dealer is eligible for a credit against the next billing cycle's fees for the affected Rooftops, in the amounts set out in Exhibit B ("Service Credits"). Service Credits have no cash value, are not refundable, and cannot be transferred.

10.3 Claims. To receive a Service Credit, Dealer must submit a claim to anicolussi@anscriptsolutions.com within 30 days after the end of the month in which the downtime occurred, listing the dates, times, and affected Rooftops. Company's system logs control the calculation.

10.4 Sole and exclusive remedy. THE REMEDIES IN SECTIONS 10.1 AND 10.2 ARE DEALER'S SOLE AND EXCLUSIVE REMEDIES FOR ANY UNAVAILABILITY, OUTAGE, SLOWNESS, OR FAILURE OF THE PLATFORM. COMPANY IS NOT LIABLE FOR LOST VEHICLE OR PARTS SALES, LOST SERVICE OR REPAIR ORDER REVENUE, IDLE TECHNICIAN TIME, LOST CUSTOMERS, OR ANY OTHER DAMAGES CAUSED BY DOWNTIME, WHENEVER IT OCCURS, INCLUDING DURING PEAK SALES OR SERVICE PERIODS.

10.5 Chronic failure (paid subscriptions only). If availability falls below 99.0% in any three consecutive paid months, Dealer may terminate the affected Rooftop subscriptions by written notice within 30 days after the third month and receive a refund of prepaid fees for the unused portion of the term.

10.6 Exclusions. Downtime does not include unavailability caused by: (a) scheduled maintenance announced at least 48 hours in advance and performed, where practical, between 10:00 p.m. and 6:00 a.m. U.S. Central Time; (b) emergency security maintenance; (c) Third-Party Systems, including DMS, CRM, OEM portals, carriers, and internet providers, and outages of Company's hosting and database providers (currently Netlify and Supabase) that affect their customers generally; (d) Dealer's equipment, networks, or misuse; (e) suspension under these Terms; or (f) events beyond Company's reasonable control under Section 16.6.

10.7 Support. Company will provide email and in-app support on a reasonable-efforts basis during the beta, and during business hours listed on its support page after paid pricing begins.

11. Intellectual Property and Custom Work

11.1 Company owns the Platform. Company and its licensors own all rights, title, and interest in the Platform, documentation, Platform Data, Aggregated Data, and all improvements and derivatives of them. No rights are granted except those expressly stated in these Terms.

11.2 Company owns Custom Work. All Custom Work, including custom parts workflows, DMS or CRM connectors, API wrappers, data-mapping logic, syndication or export scripts, reports, dashboards, code optimizations, and user-interface changes, is Company's exclusive intellectual property, even if Dealer requested, specified, or paid for it. To the extent Dealer or its personnel acquire any right in Custom Work, Dealer assigns that right to Company and will sign documents reasonably needed to confirm the assignment.

11.3 No work for hire. Custom Work is not "work made for hire" for Dealer. Any fees paid for Custom Work buy access to the Custom Work as part of the Platform during the subscription term, not ownership.

11.4 Company may reuse. Company may incorporate Custom Work into the Platform and offer it to any other customer, without payment or attribution to Dealer. Company will not disclose Dealer's Customer Data or Confidential Information in doing so.

11.5 Dealer materials. Dealer keeps ownership of its logos, trademarks, and pre-existing business documents it provides ("Dealer Materials"). Dealer grants Company a license to use Dealer Materials only to perform Custom Work and provide the Platform to Dealer.

11.6 Statements of Work. Custom Work is performed under an Order or Statement of Work that states the scope, fees, and schedule. Delivery dates are estimates unless the Order states otherwise. Work outside the stated scope is billed at Company's then-current rates.

11.7 Confidentiality. Each party will protect the other's non-public business, technical, and pricing information ("Confidential Information") with at least reasonable care, use it only to perform this Agreement, and disclose it only to personnel and advisors who need to know it and are bound by similar duties. These duties last for the term and three years after, and indefinitely for trade secrets and Customer Information.

12. Warranties and Disclaimers

12.1 Mutual. Each party represents that it is validly organized and has authority to enter this Agreement.

12.2 Company (paid subscriptions only). This warranty does not apply during the beta or any free period. After Dealer accepts paid pricing, Company warrants that the Platform will perform materially as described in its documentation. Dealer's sole remedy for breach of this warranty is for Company to correct the non-conformity or, if Company cannot do so within 30 days of written notice, for Dealer to terminate the affected subscription and receive a refund of prepaid fees for the unused term.

12.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE PLATFORM (INCLUDING ALL BETA FEATURES), CUSTOM WORK, AND ALL DATA, FORECASTS, AND RECOMMENDATIONS ARE PROVIDED "AS IS" AND "AS AVAILABLE." COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY THAT THE PLATFORM WILL BE ERROR-FREE OR UNINTERRUPTED.

12.4 No professional or safety advice. The Platform does not provide legal, compliance, tax, or accounting advice. It is not a system of record for OEM warranty claims, parts returns, safety recalls, or regulatory compliance, and Dealer must verify those matters with the OEM and its own advisors. AI-generated forecasts and stocking recommendations are estimates only.

13. Indemnification

13.1 By Company. Company will defend Dealer against any third-party claim alleging that the Platform, as provided by Company, infringes a U.S. patent, copyright, or trademark or misappropriates a trade secret, and will pay damages finally awarded or agreed in settlement. Company has no obligation for claims arising from Customer Data, Dealer Materials, Third-Party Systems, combinations with items not provided by Company, or use in breach of this Agreement. If the Platform is or may become subject to such a claim, Company may modify it, obtain a license, or terminate the affected subscription and refund prepaid fees for the unused term. This Section 13.1 is Company's entire liability for infringement claims.

13.2 By Dealer. In addition to Section 9.5, Dealer will defend, indemnify, and hold harmless Company and its officers, employees, and agents from all third-party claims, regulatory actions, losses, and reasonable attorneys' fees arising from: (a) Customer Data, including Dealer's lack of rights or consents to provide it; (b) Dealer's breach of its contracts with any Third-Party System provider; (c) use of the Platform by any person or location outside the licensed scope in Section 3; (d) Dealer's violation of law; or (e) Security Incidents described in Section 8.6.

13.3 Process. The indemnified party must give prompt written notice of the claim, allow 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 way that admits fault by or imposes obligations on the indemnified party without that party's consent, which may not be unreasonably withheld.

14. Limitation of Liability

14.1 Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST VEHICLE, PARTS, OR SERVICE SALES, LOST GOODWILL, BUSINESS INTERRUPTION, OBSOLETE OR EXCESS INVENTORY, OR COST OF SUBSTITUTE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THEIR POSSIBILITY.

14.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE, WILL NOT EXCEED THE GREATER OF (A) THE FEES ACTUALLY PAID BY DEALER TO COMPANY UNDER THIS AGREEMENT DURING THE 12 MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS ($100). SERVICE CREDITS ISSUED COUNT TOWARD THIS CAP.

14.3 Dealer obligations not capped. The limits in this Section do not apply to Dealer's payment obligations, Dealer's indemnity obligations under Sections 9.5 and 13.2, Dealer's breach of Section 3 (License Scope), or any violation of the Proprietary Rights and Anti-Copying Notice.

14.4 Basis of the bargain. Dealer agrees that these limits are a fundamental part of the pricing, reflect a reasonable allocation of risk between commercial parties, and apply even if a limited remedy fails of its essential purpose.

14.5 Illinois law. Nothing in this Agreement limits or excludes either party's liability for fraud, willful and wanton misconduct, or any other liability that cannot be limited or excluded under Illinois law. In those cases, the limits in this Section apply to the fullest extent Illinois law allows.

15. Term and Termination

15.1 Term. The Agreement starts when Dealer accepts these Terms and continues until terminated. Dealer may stop using the Platform and close its account at any time. Company may end the beta, discontinue the Platform, or terminate Dealer's free access at any time on notice. If Dealer later accepts paid pricing, the subscription period and any renewal terms will be stated in that Order and will not renew automatically without Dealer's affirmative consent.

15.2 Termination for cause. Either party may terminate the Agreement if the other party materially breaches it and fails to cure within 30 days after written notice (10 days for non-payment of any fees Dealer has agreed to).

15.3 Suspension. Company may immediately suspend access, in whole or for a specific Rooftop or user, if it reasonably believes that continued access poses a security risk, violates law or carrier rules, breaches Section 3 or Section 9, or harms other customers. Company will restore access promptly once the issue is resolved.

15.4 Effect of termination. On termination, Dealer's right to use the Platform ends and any unpaid fees Dealer agreed to become due. Dealer may export its Customer Data using the Platform's standard export tools for 30 days after termination. After that, Company will delete or de-identify Customer Data within 90 days, except for copies in routine backups (deleted on their normal cycle), copies required by law, and Aggregated Data.

15.5 Survival. Sections 5 (for unpaid amounts), 7, 8.5, 8.6, 9.5, 11, 12.3, 13, 14, 15.4, and 16, and the Proprietary Rights and Anti-Copying Notice, survive termination.

16. Disputes and General Terms

16.1 Governing law. The laws of the State of Illinois govern this Agreement, without regard to conflict-of-laws rules, together with applicable U.S. federal law. The UN Convention on Contracts for the International Sale of Goods does not apply.

16.2 Venue and jury waiver. Each party submits to the exclusive jurisdiction of the state and federal courts located in McHenry County, Illinois, except that Anthony Nicolussi may seek injunctive relief under the Proprietary Rights and Anti-Copying Notice in any court of competent jurisdiction. EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL AND TO BRING OR JOIN A CLASS OR REPRESENTATIVE ACTION AGAINST THE OTHER. Any claim against Company must be filed within one year after it arises.

16.3 Changes to these Terms. Company may update these Terms by posting a new version and giving Dealer at least 30 days' notice by email or in-app message. Material changes take effect at the next renewal or when an Authorized User with account-owner rights accepts them, whichever comes first. If Dealer objects to a material change, Dealer may cancel before it takes effect.

16.4 Notices. Legal notices to Company go to Anthony Nicolussi, 1018 W Elder Ave, McHenry, IL 60051, with a copy to anicolussi@anscriptsolutions.com. Notices to Dealer go to the account owner's email on file. Email notices are effective when sent.

16.5 Assignment. Dealer may not assign this Agreement, including by merger, change of control, or sale of a Rooftop, without Company's written consent. Company may assign it to an affiliate or a successor to its business. Dealer specifically agrees that Anthony Nicolussi may assign this Agreement, and all rights in the Proprietary Materials, to any business entity he forms or controls, without further notice or consent. From then on, that entity replaces Anthony Nicolussi as "Company" under this Agreement.

16.6 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, pandemics, war, terrorism, labor actions, utility or internet failures, cyberattacks on third-party infrastructure, government action, or failures of Third-Party Systems or of Company's hosting, database, or cloud service providers. This does not excuse payment obligations.

16.7 Relationship. The parties are independent contractors. Nothing in this Agreement creates a partnership, franchise, joint venture, agency, or employment relationship.

16.8 Publicity. Company may identify Dealer by name and logo as a customer. Dealer may opt out by emailing anicolussi@anscriptsolutions.com.

16.9 Entire agreement. This Agreement is the entire agreement between the parties on its subject matter and supersedes all prior discussions. Any purchase order or other Dealer document terms are void. If a provision is unenforceable, it will be limited to the minimum extent needed and the rest stays in effect. A waiver must be in writing.

Exhibit A: Data Processing Addendum

This Addendum applies whenever Company processes Customer Information or other End Customer personal information on Dealer's behalf. It controls over the Terms on data protection matters.

A.1 Processing details.

A.2 Instructions. Company processes End Customer personal information only on Dealer's documented instructions, which are this Agreement and Dealer's use of Platform features. Company will tell Dealer if it believes an instruction violates law.

A.3 Service provider commitments. Under Illinois PIPA, the California Consumer Privacy Act, and similar state privacy laws, Company will not: (a) sell or share End Customer personal information; (b) retain, use, or disclose it for any purpose other than the business purposes in this Agreement, except to create Aggregated Data as permitted by law; (c) use it outside the direct business relationship with Dealer; or (d) combine it with personal information from other sources, except as those laws permit. Company will notify Dealer if it can no longer meet these obligations.

A.4 Subprocessors. Dealer authorizes Company to use the following subprocessors: Netlify, Inc. (website and application hosting and content delivery), Supabase, Inc. (database hosting, storage, and user authentication), and Google LLC (Gmail email delivery). Company will give at least 30 days' email notice before adding a new subprocessor that will process Customer Information. Dealer may object on reasonable data protection grounds; if the parties cannot resolve the objection, Dealer may stop using the affected feature or close its account, and receive a refund of any prepaid fees for the unused term. Company will enter into data processing terms with each subprocessor (which may be the subprocessor's standard terms) and remains responsible to Dealer for its subprocessors' performance under this Addendum, subject to Section 14.

A.5 Security program. Company's safeguards include those listed in Section 8.2, plus: a designated individual responsible for the security program; a written risk assessment reviewed at least annually; an incident response plan; secure software development and change management practices; data retention and secure disposal procedures; and monitoring of subprocessors.

A.6 Consumer requests. Company will forward any End Customer privacy request it receives to Dealer and will provide reasonable help, using Platform features where possible, so Dealer can respond to requests to access, correct, delete, or opt out.

A.7 Assessments. Company will meet Dealer's oversight needs through the documentation in Section 8.8. On-site audits are allowed only if required by a regulator or following a Security Incident, on 30 days' notice, during business hours, at Dealer's cost, and subject to confidentiality.

A.8 Deletion. At termination, Company will return and delete End Customer personal information as described in Section 15.4.

Exhibit B: Service Level Schedule

This Schedule applies only after Dealer accepts paid pricing under Section 5.3. It does not apply during the beta or any free period.

B.1 Measurement. Monthly Uptime Percentage = (total minutes in the month − Downtime minutes) ÷ total minutes in the month × 100. "Downtime" means minutes during which Company's monitoring confirms that Authorized Users cannot log in to, or search and update parts records in, the Platform, excluding the items in Section 10.6. A 99.9% commitment allows about 43 minutes of Downtime in a 30-day month.

B.2 Service Credits. Credits are a percentage of the monthly subscription fees for the affected Rooftops only.

B.3 Limits. Total Service Credits in any month may not exceed 50% of that month's subscription fees for the affected Rooftops. Credits are applied to the next invoice. If the Agreement ends before a credit can be applied, the credit expires. Dealer is not eligible for credits for any month in which its account is past due.