End User Agreement

Last Updated: 7/30/2026

The customer signing the Savvy Dealer Subscription Agreement (the "Customer") agrees that Customer's use of any products or services (the "Service" or "Services") offered by Savvy Dealer, Inc. ("Savvy Dealer") will be subject to these standard terms and conditions (this "Agreement").

1. Agreement and Services

This Agreement governs Customer's use of all Services ordered from Savvy Dealer by Customer from time to time. These Services will be identified on invoices (each, an "Invoice") issued to Customer from Savvy Dealer. Subject to Customer's payment of any applicable Fees (as defined below), Savvy Dealer will provide to Customer the Services identified in each Invoice. As further specified in the applicable Invoice, the Services may consist of professional services, such as, but not limited to, website development and hosting services and/or access to online products and services (including any hardware or equipment provided by Savvy Dealer) that Savvy Dealer may make available to its customers from time to time via this website or any other digital platform (collectively, the "Savvy Dealer Site").

2. Access to Savvy Dealer Online Services

2.1 Grant of Rights

Subject to Customer's compliance with the terms of this Agreement, including, without limitation, the restrictions set forth in section 2.2 below, Savvy Dealer grants to Customer and its Authorized Users a non-exclusive, non-transferable, limited license, during the Term of this Agreement (as defined below), to access and use the Services on and through the Savvy Dealer Site, solely for the purpose of enhancing, managing, distributing, and displaying data and photos relating to the motor vehicles customer has in inventory or may acquire (collectively, "Inventory Data") via the Internet. Customer shall be responsible for compliance with, and any breach of, this agreement by Customer's authorized users. For purposes of this Agreement, "Authorized Users" means (a) Customer's employees, officers, directors and/or contractors who access any Services on behalf of Customer, and (b) if Customer obtains website development and/or hosting services from Savvy Dealer, the end-users of Customer's website(s).

2.2 Restrictions on Use

Customer acknowledges and agrees that the Services are licensed for use at a single dealer location or rooftop, and Customer shall not use the Services for more than one dealer location or rooftop unless Customer enters into a separate agreement with Savvy Dealer for each additional dealer location or rooftop. Customer may not (i) provide, disclose, make available, allow access to, or permit use of any Service by any third party; (ii) modify, adapt, translate, or create derivative works based upon the underlying software code of any Service; (iii) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of any Service except to the extent Customer may be expressly permitted to do under applicable law; or (iv) use any Service to provide services to a third party.

3. Data Rights

3.1 Inventory Data

Customer acknowledges that certain Services will require Savvy Dealer, its Affiliates (as defined in Section 9.1, below) and/or its service providers to access, store and manage Customer's Inventory Data. If Customer requests any such Service, Customer agrees that Savvy Dealer, its Affiliates and/or such service providers may access Customer's dealer management system for purposes of acquiring Inventory Data for use for their respective business purposes, which may include, without limitation, performing VIN decoding/enhancement, distributing Inventory Data, and preparing and distributing statistical analysis based on the Inventory Data. Customer alone is responsible for ensuring the accuracy and integrity of the Inventory Data. Customer must notify Savvy Dealer immediately of any problems with the Services or any errors in the Inventory Data.

3.2 Performance/Transaction Data

Customer may use the Services to manage leads, transactions, and other customer interactions in connection with the operation of its motor vehicle dealerships and to assess and enhance the performance of its marketing efforts (collectively, this data is referred to as the "Performance/Transaction Data"). Customer hereby grants to Savvy Dealer and its Affiliates a perpetual non-exclusive, royalty-free, irrevocable right and license to (i) use, copy, perform, display, distribute and modify the Performance/Transaction Data in any manner or medium, now known or hereafter developed, for Savvy Dealer's and its Affiliates' business purposes, and (ii) prepare statistical analysis based on such Performance/Transaction Data ("Statistical Data") which Savvy Dealer and its Affiliates may use to improve their Services and may combine with other similar data from other customers and disseminate and otherwise use in aggregate form.

3.3 Proprietary Rights in Customer Data

Subject to the licenses granted pursuant to section 3.1 and 3.2, above, as between the Customer and Savvy Dealer, Customer will own and retain all right, title and interest in and to all Inventory Data and Performance/Transaction Data (collectively, "Customer Data") provided or made available to Savvy Dealer, or otherwise collected or received by Savvy Dealer, in connection with Customer's use of the Services.

4. Term; Termination

4.1 Term

The Term of this Agreement will commence as of the date on which Customer signs the Savvy Dealer Subscription Agreement and will remain in effect unless and until terminated as set forth below ("Term").

4.2 Termination for Cause

Savvy Dealer may terminate this Agreement and/or cancel any Service(s) ordered under an Invoice or Savvy Dealer Subscription Agreement in the event of a breach of the terms of this Agreement by Customer that remains uncured for a period of five (5) days following Customer's receipt of written notice of such breach from Savvy Dealer. Customer may terminate this Agreement in the event of a material breach of the terms of this Agreement by Savvy Dealer that remains uncured for a period of thirty (30) days following Savvy Dealer's receipt of written notice of such material breach from Customer.

4.3 Termination for Convenience

Without limiting section 4.2 above, Customer may terminate this Agreement and/or cancel any Service(s) at any time, with or without cause, upon ninety (90) days' prior written notice to Savvy Dealer. Savvy Dealer may terminate this Agreement and/or cancel any Service(s) at any time, without cause, upon thirty (30) days' prior written notice to Customer. The cancellation of any Service will not terminate this Agreement nor cancel any other Service unless expressly stated in the applicable notice of termination or cancellation.

4.4 Effects of Termination

Upon expiration or termination of this Agreement or any Service: (i) Customer's right to use the Services will immediately terminate; and (ii) all unpaid Fees outstanding from Customer will become immediately due and payable. Sections 2.2, 3, 4.4, 6, 7, 8, 9, 10, 11, 12 and 14 will survive any termination of this Agreement.

5. Fees; Payment

5.1 Fees

Customer will pay Savvy Dealer the fee specified in each invoice ("Fees"). Payments of Fees are due monthly in advance. If Fees are to be paid by credit card, Savvy Dealer may charge the credit card as of the first business day of the first month after Customer requests the corresponding Services, and on the first business day of each subsequent month thereafter, until termination of the applicable Service in accordance with Section 4.3, above. If Customer is to be invoiced for payment, Customer will be invoiced for all Services monthly, in advance. All amounts paid by Customer pursuant to this Agreement are non-refundable. Late payments may bear interest at the rate of one and one-half percent (1.5%) per month or the highest rate permitted by law, if lower. If Customer fails to make payments when due, Customer will be responsible for all reasonable expenses (including attorneys' fees) incurred by Savvy Dealer in collecting such amounts. Customer will be responsible for and will pay all federal, state and local taxes that are imposed on the Fees paid or Services provided hereunder. If Customer cancels any Service that was priced by Savvy Dealer as part of a bundle of Services, but does not cancel all of such Services, Savvy Dealer may adjust the Fees for such service.

5.2 Overage Charges

In addition to regular monthly Service Fees, Customer may be subject to overage charges in connection with usage of Customer's call tracking account, MMS text messaging, or cellular data plans in connection with Customer's use of the Services under this Agreement. If Customer purchases one of these Services, the monthly usage limits will be set by the product package in effect at the time of purchase. If Customer exceeds the set limit of the product package, Customer will automatically be enrolled in the next highest product package for the month in which the overage occurs. All fees associated with the next highest product package will be applied as overage fees for that particular month and Customer will be obligated to pay such amount. Overage charges will be applied on a month-to-month basis and will not automatically enroll Customer in any level of product package beyond the month in which the overage charges were incurred. By purchasing any product package with a set limit of monthly usage, Customer consents to being temporarily enrolled in the next highest product package in order to pay for any overage charges that occur for any given month.

6. Representations and Warranties

6.1 Customer Warranties

Customer represents and warrants that (i) it is a legal entity duly organized, validly existing and in good standing; (ii) it has all requisite corporate powers and authority to execute, deliver and perform its obligations hereunder; (iii) it has all rights necessary to provide the Customer Data and any other materials (including any trademarks, service marks, logos, photographs, images, graphics, audio, video, or other creative materials (collectively, "Customer Materials")) provided or made available by Customer, and that such Customer Data and Customer Materials do not and will not infringe any rights of any third party, including, but not limited to, any contractual rights, trademark or trade secret rights or any right of privacy or publicity; (iv) Customer's use of the Services will comply with all applicable laws, rules and regulations, including without limitation, any privacy laws; and (v) to the extent Customer purchases website hosting services from Savvy Dealer, Customer will provide Savvy Dealer with a written privacy statement to post on such websites that complies with applicable law and that contains any terms that Savvy Dealer may from time to time, provide to Customer for inclusion in such privacy statement.

6.2 Disclaimer

Savvy Dealer makes no warranties, express or implied, regarding the services provided under this agreement, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose or non-infringement. The services are provided "as is" and "with all faults" and Savvy Dealer makes no warranty that the services (i) will be uninterrupted or error-free or will operate in connection with any particular software, or that any errors will be corrected; (ii) will meet Customer's requirements or expectations; (iii) will produce accurate or reliable results; or (iv) will be free of viruses or other harmful or malicious code.

7. Indemnification

Customer will indemnify, defend and hold Savvy Dealer, its Affiliates, successors and assigns, and all of their respective officers, directors, employees and agents harmless from and against any and all claims, demands, causes of action, debts or liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of a third-party claim resulting from (i) any breach or alleged breach of Customer's obligations, representations or warranties under this Agreement; (ii) Customer's use of the Services; or (iii) any claim that any Customer trademarks, service marks, trade names, logos or other content or materials furnished by Customer for use in connection with the Services, including, without limitation any Customer Data and any Customer Materials (including, if Customer obtains any website development and hosting services from Savvy Dealer, any content or advertising posted on such website by Customer's end users), but excluding any content provided by Savvy Dealer, (a) misappropriates any third party's confidential information; (b) violates any applicable law, rule or regulation; (c) libels any person or entity; or (d) otherwise violates or infringes the rights of any third party, including, without limitation, any patent, copyright, trademark, trade secret, or other intellectual property or proprietary right, or any right of privacy or publicity.

8. Limitation of Liability

In no event will Savvy Dealer, its affiliates, subsidiaries, or licensors be liable to Customer or any third party for any special, indirect, punitive, consequential, or incidental damages, including, without limitation, lost profits, loss of use, or loss of data, arising out of or related to this agreement, under any cause of action, whether based on breach of contract, tort (including negligence), or any other legal theory, even if advised of the possibility of such damages. Savvy Dealer, its affiliates and its and their licensors total liability to Customer or any third party claiming through Customer for any claim arising out of Savvy Dealer performance under this agreement or its provision of the services hereunder will not exceed, in the aggregate, the total fees actually paid by Customer to Savvy Dealer during the twelve (12) month period immediately preceding the event giving rise to such claim.

9. Confidentiality and Proprietary Information

9.1 Definitions

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than fifty percent (50%) of the voting interests of an entity or the power to direct its management and policies. "Confidential Information" means any non-public information, in any form or medium — written, oral, visual, electronic, machine-readable, or embodied in software, hardware, or samples — that is disclosed or made available by or on behalf of a party (the "Disclosing Party") to the other party (the "Receiving Party") in connection with this Agreement or the Services, and that is either designated as confidential or proprietary or that a reasonable person in the Receiving Party's position would understand to be confidential or proprietary given its nature or the circumstances of disclosure. Confidential Information need not be marked or identified as confidential to be protected, and information disclosed orally or visually is protected without any requirement of written summary or confirmation. Notes, analyses, compilations, summaries, extracts, models, and other materials prepared by or for the Receiving Party that contain, reflect, or are derived from Confidential Information ("Derived Materials") are themselves Confidential Information of the Disclosing Party.

9.2 Savvy Dealer Proprietary Materials

Without limiting section 9.1, Customer acknowledges and agrees that the following constitute Savvy Dealer's Confidential Information and, where they qualify, its trade secrets under the Florida Uniform Trade Secrets Act, Fla. Stat. sections 688.001–688.009, and the Defend Trade Secrets Act of 2016, 18 U.S.C. section 1836 et seq.: (i) source code, object code, build and deployment pipelines, infrastructure configuration, system and software architecture, application programming interfaces and undocumented endpoints, database schemas, data models, integration mappings, internal tooling, and technical documentation; (ii) prompts, system instructions, prompt chains and templates, agent and orchestration designs, model-selection and routing logic, retrieval and context-assembly strategies, evaluation harnesses, scoring rubrics, fine-tuning datasets, model and adapter weights, and guardrail or classification logic; (iii) scoring, matching, ranking, normalization, deduplication, valuation, pricing, attribution, and forecasting algorithms and the heuristics, weightings, thresholds, and feature definitions within them, together with Savvy Dealer's competitive-pricing, inventory-comparison, incentive- and rebate-matching, lead-quality, audit, and diagnostic methodologies; (iv) advertising account structures and naming conventions; campaign, ad group, and asset-group architectures; keyword lists, match-type strategies, and negative-keyword lists; audience definitions, segments, and targeting logic; bid and budget-pacing strategies and models; creative concepts, scripts, storyboards, and unreleased creative; landing-page and conversion-funnel designs; tag-management container configurations, data-layer specifications, and event and conversion schemas; reporting templates, dashboards, and report designs; playbooks, frameworks, checklists, training and seminar materials; and benchmark libraries and Statistical Data; and (v) product roadmaps, unreleased or in-development features, research and development, pricing, rate cards, discounting, margins, cost structures, vendor and subcontractor identities and terms, client and prospect lists, pipeline data, proposals, and business plans and strategy. Nothing in this section 9.2 alters Customer's ownership of Customer Data under section 3.3.

9.3 Obligations

The Receiving Party will (i) protect the Disclosing Party's Confidential Information using at least the same degree of care it uses to protect its own most sensitive confidential information, and in no event less than a reasonable degree of care, including appropriate administrative, physical, and technical safeguards; (ii) use the Confidential Information solely to exercise its rights and perform its obligations under this Agreement and for no other purpose; (iii) not disclose, publish, or make available any Confidential Information to any third party except to those of its Affiliates, employees, officers, directors, contractors, and professional advisors who have a genuine need to know it for purposes of this Agreement and who are bound by written obligations of confidentiality and non-use at least as protective as this section 9 or, in the case of professional advisors, by an equivalent professional duty; and (iv) remain fully responsible and liable for any act or omission by any such recipient that would breach this section 9 if done by the Receiving Party. The Receiving Party will notify the Disclosing Party in writing promptly, and in no event more than three (3) business days, after discovering any unauthorized access to, use of, disclosure of, or loss of Confidential Information, and will cooperate to investigate, contain, and remediate the incident. The parties expressly disclaim any "residuals" exception: the retention of Confidential Information in the unaided memory of an individual is not a defense to a breach of this section and does not authorize any use or disclosure otherwise prohibited here.

9.4 Exclusions

Confidential Information does not include information that the Receiving Party can demonstrate, by contemporaneous written or electronic records, (i) was lawfully in its possession without restriction before the Disclosing Party disclosed it; (ii) is or becomes generally available to the public other than as a result of any act or omission of the Receiving Party or its recipients, or of any other person under a duty of confidentiality to the Disclosing Party; (iii) was lawfully received from a third party that had the right to disclose it without restriction; or (iv) was independently developed by personnel who had no access to and derived no benefit from the Disclosing Party's Confidential Information. A combination of publicly available elements is not excluded from protection merely because the individual elements are public; the combination itself, and the selection, arrangement, weighting, and integration of those elements, remain Confidential Information if not itself publicly known.

9.5 Compelled Disclosure

If the Receiving Party is required by applicable law, regulation, subpoena, civil investigative demand, or valid order of a court or governmental authority to disclose Confidential Information, it may do so only after (i) giving the Disclosing Party prompt written notice, to the extent legally permitted and sufficiently in advance to allow the Disclosing Party to seek a protective order or other remedy; (ii) reasonably cooperating with the Disclosing Party, at the Disclosing Party's expense, in any such effort; and (iii) limiting the disclosure to the minimum portion legally required and requesting confidential treatment. Compelled disclosure does not remove the disclosed information from the protections of this section 9 for any other purpose.

9.6 Duration

The obligations in this section 9 apply with respect to each item of Confidential Information for five (5) years after the date that item is disclosed, except that (i) with respect to any Confidential Information that constitutes a trade secret under applicable law, including the materials described in section 9.2, the obligations continue in perpetuity for so long as the information remains a trade secret; (ii) with respect to source code, model weights, prompts, and system instructions, the obligations continue in perpetuity; and (iii) with respect to any personal information, the obligations continue in perpetuity and are additionally governed by applicable privacy law.

9.7 Return or Destruction

On the Disclosing Party's written request, or on expiration or termination of this Agreement, the Receiving Party will promptly, and in no event more than thirty (30) days after the request, return or destroy — at the Disclosing Party's election — all Confidential Information and Derived Materials in its possession or control, in every medium and copy, and will permanently delete it from all systems, repositories, and third-party services, and on request will certify completion in writing through an authorized officer. The Receiving Party may retain (i) one archival copy solely to the extent required by applicable law, regulation, or a documented legal-hold obligation, and (ii) copies residing in routine, non-targeted disaster-recovery backups that cannot reasonably be individually deleted, provided in each case that the retained material remains subject to this section 9 for as long as it is retained and is not accessed for any other purpose. Savvy Dealer may retain and continue to use Performance/Transaction Data and Statistical Data as permitted by section 3.2.

9.8 Separate Non-Disclosure Agreements

If the parties have entered or later enter into a separate non-disclosure or confidentiality agreement, that agreement and this section 9 both apply, and in the event of a direct conflict the terms more protective of the Disclosing Party's Confidential Information will control.

10. Intellectual Property Ownership

10.1 Savvy Dealer Materials

As between the parties, Savvy Dealer and its licensors own and retain all right, title, and interest in and to the Services, the Savvy Dealer Site, and all software, platforms, tools, models, prompts, algorithms, methodologies, know-how, designs, templates, documentation, dashboards, reports, content, trademarks, service marks, trade names, logos, and other materials made available or used by Savvy Dealer in connection with the Services, together with all Statistical Data and all modifications, enhancements, improvements, and derivative works of any of the foregoing (collectively, "Savvy Dealer Materials"), including all patent, copyright, trademark, trade secret, and other intellectual property and proprietary rights in them. Savvy Dealer Materials are licensed and not sold. Customer receives only the limited license expressly granted in section 2.1, subject to the restrictions in sections 2.2 and 11.

10.2 Marketing Deliverables and Advertising Assets

Savvy Dealer Materials include the advertising, marketing, search optimization, creative, analytics, and consulting work product Savvy Dealer develops in connection with the Services, including campaign and account structures, keyword and negative-keyword lists, audience and targeting configurations, bid and pacing strategies, ad copy and creative, landing pages and templates, tag-management and measurement configurations, reporting templates and dashboards, audits, analyses, findings, and recommendations (collectively, "Marketing Deliverables"), excluding any Customer Materials and Customer Data incorporated in them. Savvy Dealer grants Customer, during the Term and subject to Customer's payment of all applicable Fees, a non-exclusive, non-transferable, non-sublicensable license to use the Marketing Deliverables solely for the internal marketing of Customer's own dealership operations. Except where a written Invoice or Savvy Dealer Subscription Agreement signed by Savvy Dealer expressly assigns specified deliverables to Customer, no Marketing Deliverable is a work made for hire, and no ownership transfers to Customer. On expiration or termination of this Agreement or the applicable Service, Customer's license under this section 10.2 terminates, and Customer will cease using the Marketing Deliverables other than Customer Materials and Customer Data. Where a Marketing Deliverable resides in an advertising, analytics, or tag-management account owned by Customer, Customer may retain that account and its historical data, but may not thereafter copy, distribute, license, resell, or provide the Marketing Deliverable to any third party, including any competing agency or vendor, for the purpose of replicating Savvy Dealer's structures, strategies, or methodologies.

10.3 Feedback

If Customer or any Authorized User provides Savvy Dealer with suggestions, comments, ideas, enhancement requests, or other feedback regarding the Services ("Feedback"), Savvy Dealer may use, disclose, reproduce, license, and otherwise exploit that Feedback without restriction, attribution, or compensation, and Customer hereby assigns to Savvy Dealer all right, title, and interest in and to the Feedback. Feedback is not Customer's Confidential Information.

10.4 No Implied Licenses; Reservation of Rights

No rights are granted to Customer other than those expressly stated in this Agreement. No license or other right is granted by implication, estoppel, exhaustion, or otherwise. All rights not expressly granted are reserved by Savvy Dealer and its licensors. Customer will not remove, alter, or obscure any proprietary notice, marking, watermark, or attribution in or on any Savvy Dealer Materials.

10.5 Third-Party and Open-Source Components

The Services may include third-party or open-source components that are licensed under their own terms. Those terms govern Customer's use of those components to the extent they conflict with this Agreement, and nothing in this Agreement limits Customer's rights or obligations under an applicable open-source license.

11. Protection of Proprietary Materials

11.1 Additional Restrictions

In addition to the restrictions in section 2.2, and except to the extent this section is unenforceable under applicable law, Customer will not, and will not permit any Authorized User or third party to: (i) reverse engineer, decompile, disassemble, decrypt, extract, or otherwise attempt to derive the source code, underlying structure, algorithms, prompts, models, weights, ideas, or know-how of or embodied in any Savvy Dealer Materials; (ii) use any Savvy Dealer Materials or Confidential Information to develop, design, specify, procure, fund, or improve any product, service, feature, model, dataset, or offering that competes with or is substantially similar to the Services; (iii) use any Savvy Dealer Materials, Confidential Information, or Derived Materials as input to train, fine-tune, ground, augment, or otherwise improve any machine-learning model, artificial-intelligence system, or dataset, or submit any of them to any third-party model provider or service whose terms permit use of submitted content for training or model improvement; (iv) conduct or publish any benchmark, competitive analysis, performance comparison, evaluation, or test of the Services, or disclose the results of any such activity; (v) scrape, crawl, harvest, or use any robot, bot, script, or other automated means to access or extract data from the Services or the Savvy Dealer Site, except as expressly authorized in writing; (vi) circumvent or attempt to circumvent any usage limit, authentication, rate limit, or other technical or security measure; or (vii) use Savvy Dealer's Confidential Information to contact, solicit, or contract with any vendor, supplier, subcontractor, or data source of Savvy Dealer whose identity or terms Customer first learned through that Confidential Information, for the purpose of circumventing or displacing Savvy Dealer.

11.2 Non-Solicitation of Personnel

During the Term and for twelve (12) months after its expiration or termination, Customer will not knowingly solicit for employment or engagement any employee or contractor of Savvy Dealer with whom Customer had material contact in connection with the Services, without Savvy Dealer's prior written consent. This section does not prohibit general advertisements, job postings, or the use of recruiters not directed at Savvy Dealer's personnel, or the hiring of a person who responds to such a general solicitation or who initiates contact independently.

11.3 Reasonableness

Customer acknowledges that the restrictions in sections 9 and 11 are reasonable in scope, duration, and geography, are supported by legitimate business interests within the meaning of Fla. Stat. section 542.335, and are necessary to protect Savvy Dealer's Confidential Information, trade secrets, and substantial investment in the Savvy Dealer Materials.

12. Equitable Relief; Remedies

Customer acknowledges that any breach or threatened breach of section 2.2, section 9, section 10, or section 11 would cause Savvy Dealer irreparable harm for which monetary damages would be an inadequate remedy. In the event of any such breach or threatened breach, Savvy Dealer is entitled to seek and obtain specific performance and injunctive or other equitable relief, without the necessity of posting a bond or other security and without any requirement to prove actual damages, in addition to all other remedies available at law or in equity. All remedies are cumulative and not exclusive. Nothing in this Agreement limits Savvy Dealer's rights or remedies under the Florida Uniform Trade Secrets Act, the Defend Trade Secrets Act of 2016, the Computer Fraud and Abuse Act, the Copyright Act, or any other applicable law, including any right to exemplary damages or attorneys' fees provided by statute. For the avoidance of doubt, section 8 limits only the liability of Savvy Dealer, its Affiliates, subsidiaries, and licensors; it does not limit Customer's liability for breach of section 2.2, section 9, section 10, or section 11, Customer's indemnification obligations under section 7, or Customer's obligation to pay Fees. Nothing in this Agreement prohibits any individual from making a confidential disclosure of a trade secret to a government official or attorney solely for the purpose of reporting or investigating a suspected violation of law, or in a document filed under seal in a proceeding, as provided by 18 U.S.C. section 1833(b), or limits any right to communicate with or participate in an investigation by a government agency.

13. Publicity and References

During the Term, Savvy Dealer may identify Customer as a customer of Savvy Dealer and use Customer's name and logo on the Savvy Dealer Site and in customer lists, sales materials, and case studies, subject to Customer's trademark usage guidelines if provided to Savvy Dealer in writing. Savvy Dealer will not publish a case study containing Customer's non-public performance results without Customer's prior written consent, which may be given by email. Customer may withdraw its consent under this section at any time on written notice, after which Savvy Dealer will discontinue new uses within a reasonable period. Neither party will otherwise issue a press release referring to the other without the other's prior written consent. This section 13 does not survive expiration or termination of this Agreement.

14. General Provisions

14.1 Governing Law; Venue; Jury Waiver

This Agreement and all matters arising out of or relating to it are governed by the laws of the State of Florida, without regard to its conflict-of-laws principles. The parties irrevocably submit to the exclusive jurisdiction and venue of the state courts located in Pasco County, Florida, and the United States District Court for the Middle District of Florida, Tampa Division, and waive any objection based on venue or forum non conveniens. This section does not prevent Savvy Dealer from seeking injunctive relief in any court of competent jurisdiction to prevent the unauthorized use or disclosure of its Confidential Information or the infringement or misappropriation of its intellectual property.

Each party knowingly, voluntarily, and irrevocably waives any right to a trial by jury in any action arising out of or relating to this Agreement. Except for actions to collect unpaid Fees and actions arising out of a breach of section 2.2, section 9, section 10, or section 11, no action arising out of or relating to this Agreement may be brought more than two (2) years after the cause of action accrued.

14.2 Assignment

Customer may not assign or transfer this Agreement or any of its rights or obligations under it, by operation of law or otherwise, without Savvy Dealer's prior written consent; any purported assignment in violation of this section is void. A change of control of Customer, or the sale of a dealership location to which Services are licensed, constitutes an assignment requiring consent, which Savvy Dealer will not unreasonably withhold. Savvy Dealer may assign this Agreement in its entirety, without consent, to an Affiliate or to a successor in connection with a merger, reorganization, or sale of all or substantially all of its assets or voting securities, and may subcontract performance of any Service provided that Savvy Dealer remains responsible for that performance. This Agreement binds and benefits the parties' permitted successors and assigns.

14.3 Notices

Notices under this Agreement must be in writing and are effective on receipt when delivered by hand, by nationally recognized overnight courier, or by certified mail (return receipt requested) to the party's address on the most recent Invoice or Savvy Dealer Subscription Agreement, or on confirmed transmission when sent by email to Savvy Dealer at support@savvydealer.com or to Customer at the email address on file for Customer's account. Either party may change its notice address by notice given under this section.

14.4 Force Majeure

Neither party is liable for any failure or delay in performance (other than an obligation to pay money) caused by circumstances beyond its reasonable control, including acts of God, natural disaster, severe weather, fire, flood, epidemic, war, terrorism, civil unrest, labor action, governmental action, failure of the Internet or of telecommunications or utility services, cyberattack, or the act, omission, discontinuation, or change in terms of any third-party platform, data source, advertising network, or service provider on which a Service depends. The affected party will use reasonable efforts to resume performance promptly.

14.5 Independent Contractors

The parties are independent contractors. This Agreement does not create any partnership, joint venture, agency, franchise, fiduciary, or employment relationship, and neither party has authority to bind the other or to incur any obligation on the other's behalf.

14.6 Third-Party Beneficiaries

Savvy Dealer's Affiliates and licensors are intended third-party beneficiaries of sections 2.2, 3, 8, 9, 10, 11, and 12 and may enforce them directly. Except as stated in this section, there are no third-party beneficiaries of this Agreement, and Authorized Users acquire no rights under it.

14.7 Severability

If any provision of this Agreement is held invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable while preserving the parties' intent, or if modification is not possible, severed, and the remaining provisions will remain in full force and effect. If any duration, scope, or geographic restriction in section 9 or section 11 is held unreasonable, it will be reduced to the maximum permitted by law rather than eliminated.

14.8 Waiver

No waiver of any provision of this Agreement is effective unless in a writing signed by the waiving party, and no failure or delay in exercising any right operates as a waiver of that right or of any other right.

14.9 Entire Agreement; Order of Precedence

This Agreement, together with the Savvy Dealer Subscription Agreement and each Invoice, is the entire agreement between the parties with respect to the Services and supersedes all prior or contemporaneous proposals, understandings, and communications on that subject. In the event of a conflict, the following order of precedence applies: (i) a written amendment signed by both parties; (ii) the Savvy Dealer Subscription Agreement; (iii) this Agreement; and (iv) the applicable Invoice. Any purchase order or other Customer-issued document is for Customer's administrative convenience only, and its preprinted or additional terms have no effect.

14.10 Modifications to this Agreement

Savvy Dealer may update this Agreement from time to time by posting a revised version on the Savvy Dealer Site with an updated "Last Updated" date. Savvy Dealer will provide notice of any change that materially reduces Customer's rights or materially increases Customer's obligations at least thirty (30) days before it takes effect, by email to the address on file for Customer's account or by notice within the Services. Customer's continued use of the Services after the effective date of a revised version constitutes acceptance of it. If Customer does not accept a materially adverse change, Customer's exclusive remedy is to terminate the affected Service under section 4.3 before the change takes effect. No change to this Agreement applies retroactively to any dispute or claim arising before its effective date.

14.11 Attorneys' Fees

In any action to enforce or interpret this Agreement, the prevailing party is entitled to recover its reasonable attorneys' fees, expert fees, and costs, at trial and on appeal.

14.12 Counterparts; Electronic Acceptance

This Agreement may be accepted by signature, by electronic signature, or by Customer's use of the Services, and may be executed in counterparts, each of which is an original and all of which together constitute one instrument. Signatures delivered electronically, including by scanned image or a recognized electronic-signature service, are valid and binding to the same extent as original ink signatures.

14.13 Construction

Section headings are for convenience only and do not affect interpretation. "Including" and "such as" are not limiting. This Agreement will not be construed against either party as the drafter.