Terms of Service

IMPORTANT NOTICE: THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION AND A WAIVER OF CLASS ACTIONS AND JURY TRIALS (SECTION 19). PLEASE READ CAREFULLY. THIS AFFECTS YOUR LEGAL RIGHTS.

These Terms of Service ("Terms") govern your access to and use of the software, websites, applications, and services (collectively, the "Service") offered by Axiom Technologies, LLC, a Nebraska limited liability company ("Auto Expert," "we," "us," or "our"). By accessing or using the Service, or by clicking "I Accept" or a similar mechanism, you ("you," "your," or "Customer") agree to be bound by these Terms.

If you are entering into these Terms on behalf of a dealership, company, or other legal entity, you represent that you have authority to bind that entity to these Terms, and "you" and "Customer" refer to that entity. If you do not have such authority, or you do not agree to these Terms, do not use the Service.

1. Definitions

• "Account" means the account you create to access the Service.
• "Authorized User" means an employee, contractor, or agent of Customer that Customer authorizes to access the Service under its Account.
• "Beta Service" means any feature, service, or product designated as alpha, beta, preview, evaluation, early access, or otherwise not generally available.
• "Customer Data" means all data, information, content, and records that Customer or its Authorized Users submit to, upload to, or generate through the Service, including but not limited to dealership records, repair orders, customer contact information, vehicle information, and financial data.
• "Documentation" means the user guides, help articles, and other written materials we make available describing the Service.
• "Order Form" means an ordering document, online order, signed proposal, or other written agreement specifying the subscription plan, fees, term, and any additional terms agreed between Customer and Auto Expert.
• "Subscription Term" means the period during which Customer is authorized to use the Service, as specified in the applicable Order Form.

2. Account Registration and Eligibility

2.1 Eligibility. You must be at least 18 years old and able to form a legally binding contract to use the Service. The Service is intended for business use by automotive dealerships and related businesses. The Service is not directed to consumers or to children under the age of 16.

2.2 Account Information. You agree to provide accurate, current, and complete information when registering and to keep that information updated. You are responsible for all activity that occurs under your Account.

2.3 Account Security. You are responsible for maintaining the confidentiality of your login credentials and for restricting access to the Service. You agree to notify us immediately at support@theautoexpert.io of any unauthorized access or use of your Account.

2.4 Authorized Users. Customer is responsible for the acts and omissions of its Authorized Users as if they were Customer's own. Customer will ensure each Authorized User complies with these Terms.

3. Subscription, Trials, and Beta Access

3.1 Subscriptions. Subject to these Terms and any applicable Order Form, Auto Expert grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Service solely for Customer's internal business purposes.

3.2 Free Trials. We may offer free trials of the Service. Free trials are provided "as is" without any warranty. We may modify or terminate free trials at any time. Customer Data created during a free trial may be deleted if the trial is not converted to a paid subscription within 30 days after the trial ends.

3.3 Beta Services. Beta Services may be offered to Customer at our discretion. Beta Services are provided "as is" and "as available" and may be modified, suspended, or discontinued at any time without notice. Beta Services may have additional terms set forth in a separate Beta Agreement, which will control to the extent of any conflict with these Terms. Customer's use of any Beta Service is voluntary.

3.4 Deployment Models. The Service is provided under one of two deployment models, as specified in the applicable Order Form: (a) AE-Hosted (the default), in which Axiom hosts and operates the Service and stores Customer Data on infrastructure it controls; and (b) Customer-Hosted, in which Customer licenses the Auto Expert application and operates it on infrastructure Customer provides and controls (including Customer’s own database and domain). In a Customer-Hosted deployment, the Auto Expert application is licensed, not sold, and Customer is responsible for the security, availability, backup, and configuration of its own infrastructure. The allocation of data-processing and security responsibilities between the parties for each model is set out in the Data Processing Agreement.

4. Fees, Billing, and Renewal

4.1 Fees. Customer will pay the fees specified in the applicable Order Form. Unless otherwise stated, all fees are quoted and payable in U.S. dollars and are exclusive of taxes.

4.2 Billing. Fees are invoiced in advance on the cadence specified in the Order Form (monthly or annual). Payment is due net 30. We may charge a late fee of 1.5% per month on past-due amounts, or the maximum permitted by law, whichever is lower.

4.3 Payment Method. Customer authorizes Auto Expert (or its payment processor) to charge the payment method on file for all fees as they become due. Customer is responsible for keeping payment information current.

4.4 Auto-Renewal. Unless otherwise specified in the Order Form, each Subscription Term will automatically renew for successive periods equal in length to the initial term, at the then-current pricing, unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term.

4.5 Price Changes. We may change fees for any renewal term by giving Customer at least 30 days' notice before the end of the then-current term.

4.6 Taxes. Customer is responsible for all sales, use, VAT, GST, and other taxes (excluding taxes on Auto Expert's net income) arising from Customer's use of the Service.

4.7 Disputed Charges. Customer must dispute any invoice in writing within 30 days of the invoice date, or it will be deemed accepted.

4.8 No Refunds. Except as expressly stated in these Terms or required by law, fees paid are non-refundable.

5. Customer Data

5.1 Ownership. As between the parties, Customer owns and retains all right, title, and interest in and to Customer Data. Auto Expert claims no ownership interest in Customer Data.

5.2 License to Auto Expert. Customer grants Auto Expert a limited, worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, and process Customer Data solely as necessary to provide and improve the Service, prevent or address technical or security issues, and comply with law.

5.3 Customer Responsibilities. Customer represents and warrants that (a) it has all rights and consents necessary to submit Customer Data to the Service and to grant the license in Section 5.2; (b) Customer Data and Customer's use of the Service comply with all applicable laws, including privacy and consumer protection laws; and (c) Customer Data does not infringe or violate any third-party right.

5.4 Data Export. During the Subscription Term and for 30 days following termination or expiration, Customer may export its Customer Data using the export tools made available within the Service. After that period, we may delete Customer Data from our active systems in accordance with our data retention practices.

5.5 Aggregated and De-identified Data. Auto Expert may collect and use aggregated or de-identified information derived from the Service (data that cannot reasonably identify Customer, an Authorized User, or any individual) for any lawful purpose, including improving and benchmarking the Service. We will not sell Customer Data or share Customer-identifiable Customer Data with third parties except as described in our Privacy Policy or as required to provide the Service.

5.6 Personal Information. Auto Expert's collection and use of personal information is described in our Privacy Policy at theautoexpert.io/legal. For customers subject to applicable data protection laws (including CCPA/CPRA, GDPR, and similar), the parties will execute a Data Processing Agreement ("DPA") that controls the processing of personal information.

6. Acceptable Use

Customer agrees not to, and not to permit any Authorized User or third party to:

• access or use the Service except as expressly authorized in these Terms;
• copy, modify, translate, or create derivative works of the Service or Documentation;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service, except as permitted by law;
• rent, lease, sell, sublicense, assign, distribute, or otherwise transfer access to the Service;
• use the Service to develop, train, or improve a competing product or service;
• interfere with, disrupt, or attempt to gain unauthorized access to the Service, related systems, or other users' accounts;
• use the Service to send unsolicited communications, including spam, in violation of CAN-SPAM, TCPA, or similar laws;
• use the Service to store or transmit malicious code, unlawful, infringing, defamatory, harassing, or otherwise objectionable content;
• scrape, harvest, or use any automated means to access the Service except via APIs we make available;
• remove or obscure any proprietary notices on the Service or Documentation; or
• use the Service in violation of applicable law.

We may publish a separate Acceptable Use Policy ("AUP") that is incorporated into these Terms by reference. Violations of acceptable use may result in suspension or termination.

7. Third-Party Services and Sub-processors

7.1 Third-Party Services. The Service may interoperate with or include integrations to third-party products and services ("Third-Party Services"), including DMS integrations, payment processors, communication providers, and hosting providers. Customer's use of any Third-Party Service is governed by the terms of that Third-Party Service, not these Terms. We are not responsible for any Third-Party Service.

7.2 Sub-processors. We use sub-processors to provide the Service. A current list of sub-processors is available to Customers on request. We are responsible for our sub-processors' compliance with applicable terms relating to the processing of Customer Data, as set out in the DPA where applicable.

8. Security

8.1 Our Security Measures. We will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Data, consistent with the security posture described at our Security overview. Our current security posture is described honestly there; Customer is responsible for reviewing it before submitting sensitive data.

8.2 Customer Security Responsibilities. Customer is responsible for (a) configuring its Account, user roles, and access controls appropriately; (b) maintaining the confidentiality of credentials; (c) the lawful collection of Customer Data; and (d) promptly notifying us of any suspected unauthorized access.

8.3 Incident Notification. If we become aware of a security incident that affects Customer Data, we will notify Customer without undue delay in accordance with the timing and process set out in the DPA where applicable, or as otherwise required by law.

9. Intellectual Property

9.1 Service Ownership. Auto Expert and its licensors own all right, title, and interest in and to the Service, Documentation, and all related intellectual property rights. Except for the limited license expressly granted in Section 3.1, no rights are granted to Customer.

9.2 Feedback. If Customer or any Authorized User provides feedback, suggestions, or ideas about the Service ("Feedback"), Customer grants Auto Expert a perpetual, irrevocable, royalty-free, worldwide license to use the Feedback for any purpose without obligation or attribution.

9.3 Marks. Customer grants Auto Expert a limited, non-exclusive license to use Customer's name and logo to identify Customer as a customer on Auto Expert's website and marketing materials. Customer may withdraw this permission at any time by written notice to support@theautoexpert.io.

10. Confidentiality

10.1 Definition. "Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is identified as confidential or that a reasonable person would understand to be confidential. Confidential Information includes Customer Data, the Service (as to Auto Expert), pricing, and Order Forms.

10.2 Obligations. Recipient will (a) use Confidential Information only to exercise rights and perform obligations under these Terms; (b) protect Confidential Information using at least the same care it uses for its own confidential information of similar importance, and in no event less than reasonable care; and (c) not disclose Confidential Information to any third party other than employees, contractors, and advisors with a need to know who are bound by confidentiality obligations no less protective than these.

10.3 Exclusions. Confidentiality obligations do not apply to information that (a) is or becomes public through no fault of Recipient; (b) was lawfully in Recipient's possession before disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of Discloser's Confidential Information.

10.4 Compelled Disclosure. Recipient may disclose Confidential Information as required by law, provided that, where legally permitted, Recipient gives Discloser prompt notice and reasonable cooperation to seek a protective order.

11. Service Availability

11.1 Availability Target. We will use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for (a) planned maintenance, for which we will provide advance notice when reasonably practicable; (b) unplanned maintenance; (c) force majeure events; (d) Third-Party Service failures outside our reasonable control; and (e) issues caused by Customer or its Authorized Users.

11.2 No SLA Unless Stated. Unless a Service Level Agreement ("SLA") is expressly incorporated in an Order Form, no specific availability commitment, uptime guarantee, or service credits apply.

12. Suspension

We may suspend Customer's or any Authorized User's access to the Service immediately if (a) Customer's use poses a security risk to the Service or any third party; (b) Customer's use may subject Auto Expert or a third party to liability; (c) Customer is in breach of these Terms (including non-payment); or (d) required by law or government request. We will use reasonable efforts to notify Customer of suspension when permitted.

13. Term and Termination

13.1 Term. These Terms begin on the Effective Date and continue until all Subscription Terms have expired or these Terms are terminated.

13.2 Termination for Cause. Either party may terminate these Terms or any Order Form on written notice if the other party (a) materially breaches these Terms and fails to cure within 30 days after written notice (or 10 days for non-payment); or (b) ceases doing business or becomes insolvent.

13.3 Termination for Convenience. Unless otherwise stated in an Order Form, Customer may terminate its subscription at the end of the then-current term by providing written notice in accordance with Section 4.4.

13.4 Effect of Termination. On termination or expiration, (a) all rights granted to Customer end; (b) Customer must cease use of the Service; (c) Customer may export Customer Data as described in Section 5.4; and (d) all amounts owed become immediately due. Sections that by their nature should survive termination will survive, including Sections 4 (for unpaid fees), 5.1, 5.4, 5.5, 9, 10, 14, 15, 16, 17, 19, 20, and 21.

14. Warranties and Disclaimers

14.1 Limited Warranty. We warrant that the Service will perform materially in accordance with the Documentation during the Subscription Term. Customer's exclusive remedy and our sole obligation for breach of this warranty is, at our option, to (a) use commercially reasonable efforts to correct the non-conformity; or (b) terminate the affected subscription and refund any prepaid, unused fees.

14.2 Disclaimer. EXCEPT FOR THE LIMITED WARRANTY IN SECTION 14.1, THE SERVICE, DOCUMENTATION, AND ANY BETA SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. AUTO EXPERT DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. AUTO EXPERT DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT IT WILL MEET CUSTOMER’S REQUIREMENTS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES; IN THOSE JURISDICTIONS, THE EXCLUSIONS APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

15. Indemnification

15.1 By Auto Expert. We will defend Customer from any third-party claim alleging that the Service, when used in accordance with these Terms, infringes a U.S. patent, copyright, or trademark, and will pay damages and reasonable attorneys' fees finally awarded against Customer (or agreed in settlement). If the Service is or, in our opinion, is likely to become subject to such a claim, we may, at our option and expense, (a) procure the right for Customer to continue using the Service; (b) modify the Service so it is non-infringing; or (c) terminate the affected subscription and refund prepaid, unused fees. This Section 15.1 does not apply to claims arising from (i) modifications not made by Auto Expert; (ii) use of the Service in combination with anything not provided by Auto Expert; (iii) Customer Data; (iv) Beta Services; or (v) use of the Service in violation of these Terms or applicable law. This Section 15.1 states our entire liability and Customer's exclusive remedy for infringement claims.

15.2 By Customer. Customer will defend Auto Expert from any third-party claim arising from (a) Customer Data; (b) Customer's or any Authorized User's breach of these Terms; (c) Customer's violation of applicable law; or (d) Customer's combination of the Service with non-Auto Expert products or data not contemplated by the Documentation, and will pay damages and reasonable attorneys' fees finally awarded against Auto Expert (or agreed in settlement).

15.3 Procedure. The indemnified party must (a) give prompt written notice of the claim; (b) give the indemnifying party sole control of the defense and settlement (except that the indemnifying party may not settle in a way that admits liability or imposes obligations on the indemnified party without consent); and (c) provide reasonable cooperation at the indemnifying party's expense.

16. Limitation of Liability

16.1 Exclusion of Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, USE, OR GOODWILL, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16.2 Cap on Direct Damages. EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO AUTO EXPERT UNDER THESE TERMS DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

16.3 Exclusions from Cap. The limitations in Sections 16.1 and 16.2 do not apply to (a) either party's indemnification obligations under Section 15; (b) Customer's payment obligations; (c) either party's breach of confidentiality (other than relating to Customer Data, which is subject to the cap); or (d) liability that cannot be limited under applicable law.

16.4 Basis of Bargain. The parties acknowledge that the limitations in this Section 16 are an essential element of the bargain and that the Service pricing reflects these allocations of risk.

17. Publicity

Neither party will issue a press release or public statement referring to the other party without the other party's prior written consent, except that Auto Expert may identify Customer as a customer as set forth in Section 9.3.

18. Changes to the Service or Terms

18.1 Service Changes. We may modify, add, or remove features of the Service from time to time. We will not materially decrease the functionality of the Service during a Subscription Term in a manner that has a substantial adverse effect on Customer's use without giving reasonable notice.

18.2 Changes to Terms. We may update these Terms by posting the updated Terms with a new "Last Updated" date. For material changes, we will provide notice by email or in-product notice at least 30 days before the changes take effect. If Customer does not agree to the changes, Customer's sole remedy is to terminate its subscription before the changes take effect. Continued use of the Service after the effective date constitutes acceptance.

19. Dispute Resolution; Binding Arbitration; Class Waiver

19.1 Informal Resolution. Before initiating arbitration, the parties will attempt in good faith to resolve any dispute through informal negotiation for at least 30 days after written notice describing the dispute.

19.2 Binding Arbitration. ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE THAT IS NOT RESOLVED INFORMALLY WILL BE RESOLVED BY FINAL AND BINDING ARBITRATION, AND NOT IN COURT, EXCEPT AS PROVIDED IN SECTION 19.5. Arbitration will be administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration will be conducted by a single arbitrator. The seat of arbitration will be Lincoln (Lancaster County), Nebraska. The arbitration will be conducted in English. The arbitrator’s award will be final and binding and may be entered as a judgment in any court of competent jurisdiction.

19.3 Class Action Waiver. THE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN CLAIMS OF MORE THAN ONE PERSON AND MAY NOT PRESIDE OVER ANY CLASS OR REPRESENTATIVE PROCEEDING. If this class action waiver is found unenforceable, then the entirety of this Section 19 is null and void, but the rest of these Terms will remain in effect.

19.4 Jury Trial Waiver. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE.

19.5 Exceptions. Either party may (a) bring an individual action in small claims court for claims within that court's jurisdiction; (b) seek injunctive or equitable relief in court to protect intellectual property rights, confidential information, or to prevent unauthorized access to the Service; or (c) bring an action to enforce an arbitration award.

19.6 Costs. Each party will bear its own attorneys' fees and costs in arbitration, except that the arbitrator may award fees and costs to the prevailing party where permitted by applicable law or the arbitration rules. Filing fees and administrative costs will be allocated as provided by the applicable rules.

20. Governing Law and Venue

These Terms are governed by the laws of the State of Nebraska, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to Section 19, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Lancaster County, Nebraska for any matter not subject to arbitration.

21. Miscellaneous

21.1 Notices. Notices to Auto Expert must be sent to support@theautoexpert.io and Lincoln, Nebraska, USA. Notices to Customer will be sent to the email address associated with Customer's Account. Notices are effective when received (or, for email, when sent absent bounce-back).

21.2 Assignment. Customer may not assign these Terms without our prior written consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee is not a competitor of Auto Expert. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets. Any non-permitted assignment is void.

21.3 Force Majeure. Neither party will be liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labor disputes, internet or telecommunication failures, pandemics, or government action.

21.4 Independent Contractors. The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, or fiduciary relationship.

21.5 No Third-Party Beneficiaries. There are no third-party beneficiaries to these Terms.

21.6 Severability. If any provision is held unenforceable, the remaining provisions will continue in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to be enforceable.

21.7 Waiver. A waiver is effective only if in writing signed by the waiving party. No failure or delay in exercising a right is a waiver.

21.8 Entire Agreement. These Terms, together with any Order Form, DPA, Beta Agreement, AUP, and Privacy Policy referenced herein, constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous understandings. In the event of conflict, the order of precedence is (a) the Order Form, (b) the DPA, (c) the Beta Agreement (for Beta Services), (d) these Terms, (e) the AUP, and (f) the Documentation.

21.9 Order of Precedence on Customer Documents. Any terms contained in a purchase order, vendor onboarding form, or other Customer-issued document are rejected unless expressly accepted in writing by Auto Expert.

21.10 Export and Sanctions Compliance. Customer represents that it is not located in, and will not use the Service from, a country subject to U.S. embargo, and is not on any U.S. government list of restricted parties.

21.11 Government End Users. The Service is "commercial computer software" under FAR 12.212 and DFARS 227.7202. Any use, modification, reproduction, release, performance, display, or disclosure by U.S. government end users is governed solely by these Terms.

21.12 Headings. Headings are for convenience only and do not affect interpretation.

21.13 Counterparts; Electronic Signatures. If executed on a signature page, these Terms may be executed in counterparts and via electronic signature, each of which is deemed an original.

22. Contact

Questions about these Terms may be sent to support@theautoexpert.io or to Axiom Technologies, LLC, Lincoln, Nebraska, USA.