ENTERPRISE TERMS OF SERVICE ADDENDUM

Last Updated: July 29, 2025

These Enterprise Terms of Service (these “Terms”) sets out the terms and conditions under which Dealerware, LLC (“Dealerware” or “We”) agrees to provide Customer (“Customer,” “you” or “your”) and its Enterprise Users access to and use of certain services offered exclusively to enterprise customers (“Enterprise Services”), which includes the Dealerware Reporting Portal (collectively, the “Reporting Application”) and effective on the date in which Customer first accesses the Reporting Application, or executes these Terms or an agreement referencing these Terms (“Effective Date”). Specific terms associated with your license to use or access the Reporting Application (as defined in Section 15 below) are set forth in this agreement, or in an ordering document that references this Agreement (“Order Form”).

These Terms supplement and incorporate by reference Dealerware’s standard license agreement (the “License Agreement”) available at https://www.dealerware.com/license-agreement; alternatively, if we have entered into separate legal terms with you, such as a master services agreement (the applicable separate legal terms, the “Existing Terms”), these Terms supplement and incorporate by reference the Existing Terms and the Existing Terms will apply in the event of a direct conflict between the Existing Terms and these Terms, unless expressly modified by these Terms or an Order Form.  Absent Existing Terms, in the event of a direct conflict between these Terms, the Order Form, and/or the License Agreement, the following order of precedence will apply: (1) the terms of any Order Form (if any), (2) these Terms,  then (3) the License Agreement. Any information submitted on or collected through the Reporting Application is subject to our Privacy Policy (available at https://www.dealerware.com/privacy-policy/). By using the Reporting Application, you agree to be bound by these Terms. The individual agreeing to these Terms represents to Dealerware that they have the authority to bind Customer and any affiliates to these Terms.

By using the Reporting Application, you agree to be bound by these Terms. The individual agreeing to these Terms represents to Dealerware that they have the authority to bind Customer and any affiliates to these Terms.

We may make changes to these Terms (available at https://www.dealerware.com/enterprise-terms-of-service/) from time to time. If we make future changes, the updating of the date at the top of these Terms on our website, will serve as notice to you of the changes. It is your responsibility to check these Terms periodically for changes. Unless we say otherwise, the amended Terms will be effective immediately, and your continued use of the Reporting Application will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using the Reporting Application.

1. Provision of Services. Subject to the terms and conditions of the Agreement, Dealerware will make the certain Enterprise Services, including the Reporting Application available to you and your Enterprise Users solely for your internal business use and in accordance with the applicable documentation.
2. Third Party Software. The Reporting Application may use or contain third party software that is licensed to you under this Agreement and is also subject to its own licensing terms which will also apply to you and your Enterprise Users. Additionally, all or some portion of the Services may be subject to additional and/or separate terms and conditions, including but not limited to other third-party software license terms and conditions (“Third-Party Terms”). The Reporting Application includes third-party software and/or application(s) provided by, and/or hosted by the third-party provider, Thoughtspot, Inc. (“Third Party Providers”) which also is subject to separate license terms, notices, and acknowledgements that govern your use of the Reporting Application. Notwithstanding the provisions of this section above, even where a portion of the Reporting Application may be governed by third party terms and conditions, the disclaimer, limitations on, and exclusions of damages in this agreement below still will apply to the extent allowed by applicable law.
3. Authorized Enterprise Users. You are responsible for the use of the Reporting Application and compliance with these Terms for any Enterprise Users. Prior to provisioning access to the Reporting Application to you and your Enterprise Users, we require that you provide us with a list of all Enterprise Users who should be registered to access the Reporting Application, and any specific user-access levels as  granted access to the Reporting Application on your behalf.  You agree to ensure Enterprise Users provide complete, accurate and current information when registering to use the Services, and shall update such registration information promptly should it change or become inaccurate. You are solely responsible for notifying us  if there are updates or changes to your designated Enterprise Users for the purpose of deprovisioning access to the Reporting Application, and/or any Services as applicable. You agree not to share or disclose user credentials to the Reporting Application other than to the individual to which the credential was assigned and identified as an Authorized User. Customer is responsible for maintaining the confidentiality of all user IDs and access credentials for Enterprise Users and for ensuring that each user identification number and/or access credential is used by only one Authorized User and not shared with any third party or any other Authorized User. Dealerware will have no liability for any loss or damage arising from Customer’s failure to comply with the terms set forth in this Section.
4. License to Use and Access.  For the duration of the Term, Dealerware grants to Customer a non-exclusive, non-transferable license to access and use, and to permit Enterprise Users to access and use, the Reporting Application, and any related technical documentation generally published by Dealerware to its enterprise customers (“Documentation”) in accordance with this Agreement and solely for the Customer’s own internal business purposes. 
5. Restrictions. Customer agrees that it will not, and will not allow Enterprise Users or third parties to, directly or indirectly  (a) modify, copy, or create derivative works based on the Services or the Reporting Application; (b) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, offer in a service bureau, or otherwise make the Reporting Application or associated documentation available to any third party other than to Enterprise Users as permitted herein; (c) reverse engineer or decompile any portion of the Reporting Application or associated documentation, except to the extent required by law; (d) access the Reporting Application or associated documentation in order to build any commercially available product or service; or (e) copy any features, functions, integrations, interfaces or graphics of the Reporting Application or associated documentation.
6. Availability and Support. You understand and agree that the Reporting Application is made available on an “as-is,” and “as available” basis and without any warranties, indemnities, or support commitments of any kind.   Any support provided is “as is”, “with all faults”, and without warranty of any kind. Dealerware makes no warranty that it will monitor access, retain any access logs, and/or share any related access logs of users of the Reporting Application. Customer acknowledges that Dealerware may limit or throttle activity within the Reporting Application at its discretion. To the extent the parties have agreed to Service Level Standards for Support Services pursuant to Existing Terms, you acknowledge and agree that any support services for the Reporting Application are expressly excluded from the Existing Terms and any provision  Service Level Standards for Support Services in Existing Terms shall not apply to your use of the Reporting Application.  
7. Term; Termination. The initial term of this Agreement shall commence on the Effective Date and shall terminate twelve (12) months after the Effective Date (“Initial Term”). At the expiration of the Term, this Agreement shall automatically renew for successive twelve (12) month terms (each a “Renewal Term” and together with the Initial Term, the “Term”). We may terminate access to the Reporting Application at any time in our sole discretion. Upon termination, you agree to immediately cease accessing the Reporting Application.
8. Reporting Content. You acknowledge and understand that Content provided or made available to you while accessing the Reporting Application may contain or include data we collect from our retailer customers, and their Enterprise Users, employees, customers, and agents, including any telematics data generated by each such retailer’s courtesy car or rental fleet vehicles that are affiliated with you in the course of providing our Services (collectively, referred to as “Operational Data”).  You acknowledge and understand that if Content contains Operational Data, we may only provide you access to such data to the extent our retailer customers allow us to share this data with you.  You agree to use or access the Content in compliance with all applicable laws, regulations, and contractual requirements. You represent and warrant that you have acquired or obtained the  necessary rights or permissions to use or access Content that contains Operational Data.  For the avoidance of doubt, you agree you shall not use or access Content that you do not own, license, or otherwise have the rights, permissions or authority to use or access. 
9. Personal Information. Any Personally Identifiable Information (“PII”) collected in connection with Customer or Authorized User use of the Reporting Application will only be used at your direction and/or as necessary to register or deprovision users for access to and use of the Reporting Application, or any other service we provided to you under this Agreement and will be treated in accordance with Dealerware’s Privacy Policy, as may be amended from time to time, which is available at Dealerware’s website, www.Dealerware.com. The parties acknowledge and agree that PII may be stored in the United States and other countries and, as a result, may be used, stored, or accessed in the United States and other countries and therefore may be subject to the laws of that country. 
10. Confidential Information. Each party (the “Recipient”) will use the same degree of care that it uses to protect its own confidential information of like kind (but in no event using less than a reasonable standard of care) not to disclose or use any Confidential Information of the other party (the “Discloser”) except as reasonably necessary to perform the Recipient’s obligations or to exercise the Recipient’s rights under this Agreement or with the Discloser’s prior written permission. Either party may disclose Confidential Information on a need-to-know-basis to its (and its affiliates’), employees, advisors, contractors and service providers for internal business purposes (“Representatives”), who are bound by confidentiality obligations at least as restrictive as those in this clause. The Recipient will be responsible for any acts or omission of its Representatives with respect to protection of the Discloser’s Confidential Information. To the extent required by law, the Recipient’s disclosure of the Discloser’s Confidential Information will not be considered a breach of this Agreement if the Recipient promptly provides the Discloser with prior notice of such disclosure (to the extent legally permitted) and reasonable assistance, at the Discloser’s cost, if the Discloser wishes to contest the disclosure.
11. Indemnification. Each party will defend, indemnify and hold the other party, each of its affiliates and each of the other party’s and its affiliate’s directors, managers, investors, agents, contractors, advisors, customers, users, representatives, officers and employees (each, an “Indemnified Party”) harmless from and against any and all damages, liabilities, losses, damages, costs and expenses, including reasonable attorneys’ fees, incurred as a result of any third party assertion arising out of or related to (i) your violation of these Terms or any improper usage of the Reporting Application, (ii) any violation of any law by the Indemnifying Party; (iii) any negligence or willful misconduct by the Indemnifying Party; (iv) in the case of Customer, any action arising from the operation or ownership of the business or assets of Customer; (v) in the case of Customer, any infringement or misappropriation of Dealerware’s or a third-party’s intellectual property and (vii) in the case of Dealerware, any infringement or misappropriation of a third-party intellectual property right in connection with the provision of the Reporting Application. Promptly after receipt of notice of any claim or the commencement of any action or proceeding with respect to which an Indemnified Party is entitled to indemnity hereunder, such Indemnified Party will notify the person from whom indemnification is sought (the “Indemnifying Party”) in writing of such claim or of the commencement of such action or proceeding, and the Indemnifying Party will assume the defense of such action or proceeding and will employ counsel reasonably satisfactory to the Indemnified Party and will pay the fees and expenses of such counsel. In addition, if Dealerware, in its reasonable discretion, determines that any claim is likely to result in any adverse ruling, then Dealerware may elect to: (1) obtain a right to Customer to continue to use the Reporting Application, (2) modify the Reporting Application to make it non-infringing or (3) replace the Reporting Application to make it non-infringing. The Indemnifying Party will have the exclusive right to settle the claim or proceeding provided that the Indemnifying Party will not settle any such claim, action or proceeding without the prior written consent of the Indemnified Party, which will not be unreasonably withheld. Dealerware will have no liability for any claim resulting or arising from: (1) modifications of the Reporting Application that were not performed or authorized by or on behalf of Dealerware or (2) the combination, operation or use of the Reporting Application in connection with any third-party software.
12. DISCLAIMER OF WARRANTY. THE REPORTING APPLICATION IS LICENSED “AS IS.” CUSTOMER BEARS THE RISK OF USING THE REPORTING APPLICATION. UNLESS EXPRESSLY PROVIDED FOR IN THESE TERMS OR A SEPARATE AGREEMENT, DEALERWARE MAKES NO EXPRESS WARRANTIES, GUARANTEES, OR CONDITIONS. TO THE EXTENT PERMITTED UNDER APPLICABLE LAWS, DEALERWARE EXCLUDES ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.  
13. LIMITATION ON AND EXCLUSION OF DAMAGES. IF YOU HAVE ANY BASIS FOR RECOVERING DAMAGES DESPITE THE PRECEDING DISCLAIMER OF WARRANTY, YOU CAN RECOVER FROM DEALERWARE AND ITS SUPPLIERS AND LICENSORS ONLY DIRECT DAMAGES NOT TO EXCEED THE TOTAL AMOUNT OF REVENUE DEALERWARE RECEIVED FROM CUSTOMER’S AFFILIATED RETAILERS, IN THE AGGREGATE, DURING THE PRIOR 12-MONTHS. YOU CANNOT RECOVER ANY OTHER DAMAGES, INCLUDING CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES AND HEREBY WAIVE ALL SUCH DAMAGES. This limitation applies to (a) anything related to the Reporting Application, its software, any reports and content, and any third party applications; and (b) claims for breach of contract, warranty, guarantee, or condition; strict liability, negligence, or other tort; or any other claim; in each case to the extent permitted by applicable law. It also applies even if Dealerware knew or should have known about the possibility of the damages. The above limitation or exclusion may not apply to you because your state, province, or country may not allow the exclusion or limitation of incidental, consequential, or other damages.
14. Ownership. Dealerware and its licensors retains all right, title, and interest in and to the Reporting Application, all documentation, and all associated rights in intellectual property.
15. Governing Law; Venue. These Terms shall be governed by the laws of the State of Texas without regard to choice of law principles. The sole, exclusive venue for any dispute arising out of or relating to these Terms or the Reporting Application shall be in a court of competent jurisdiction located in Travis County in the State of Texas.
16. Definitions. The following definitions apply to these Terms.

“Enterprise User” means any individual user, including the employee, agent, or contractor of Customer, in each case, granted access to use the Reporting Application on a named basis,  for the benefit of, Customer. Each Enterprise User shall receive a unique login and password or other form of personal authentication preventing unauthorized use, which shall be used by that individual only. The number of Enterprise Users granted access to the Services is specified on the applicable  Order Form.

“Confidential Information” means all non-public information disclosed or provided by one party to the other party in connection with the provision of and the access and use of the Reporting Application. Confidential Information does not include any information that, without the Recipient’s breach of an obligation owed to the Discloser: (1) is or becomes generally known to the public; (2) was known to the Recipient prior to disclosure by the Discloser; (3) was independently developed by the Recipient; or (4) is received by the Recipient from a third party. Operational Data will not be subject to the exclusions set forth in this definition.

“Customer” means the automotive retailer, dealership, dealership group, Original Equipment Manufacturer (OEM), or other related entity, affiliate, and/or Enterprise User that has agreed to these Terms to receive access to the Enterprise Services, or the Reporting Application.

“Reporting Content” means any text, graphics, images, software, designs, proprietary code, interactive features, data, analytics, and information or other materials that are transmitted, processed, posted, generated, provided, displayed or otherwise made available to you through the Reporting Application, that may contain third party software.  

“Effective Date” means the date the Customer accepts and/or executes these Terms.

“Reporting Application” means the Dealerware functional software module offered by Dealerware to Customers and their Enterprise Users that enables users to view, analyze, and extract insights from relevant mobility fleet usage information collected on the Dealerware platform through retailers affiliated with a Customer fleet or mobility program.  

“Services” means Dealerware’s cloud-based management system composed of proprietary hardware, software-as-a-service (SaaS) solutions, professional services and business designs, individually or in combination, for mobility or vehicle fleet management. The Services includes functional software modules and/or add-on features or services offered to Customer, including without limitation the Reporting Application, or other enterprise services Dealerware may make available to Customer.  

[Signatures Follow]

 

The parties hereto have caused this Agreement to be executed and delivered by their respective authorized signatories.

 

“CUSTOMER”		DEALERWARE, LLC
By: _________________________________		By: _________________________________
Name: ______________________________		Name: ______________________________
Title: _______________________________		Title: _______________________________
Date: _______________________________		Date: _______________________________