Master Service Agreement

1. Parties & Definitions

This Master Service Agreement ("Agreement") is entered into between:

• DealerAutoPilot, LLC, a Florida limited liability company ("Provider," "we," "us," or "our"); and
• The dealership, business entity, or individual subscribing to the Service ("Subscriber," "you," or "your"), as identified at the time of account registration.

Together, the Provider and Subscriber are referred to as the "Parties."

1.1 Key Definitions

• "Agreement" means this Master Service Agreement, together with any Order Forms, Schedules, and our Privacy Policy and Terms of Service, all of which are incorporated herein by reference.
• "Service" means the DealerAutoPilot AI-powered Business Development Center (BDC) platform, including all software, applications, AI features, APIs, and documentation provided by Provider.
• "Interaction" means any single inbound or outbound communication (including phone call, text message, email, or chat message) processed by the AI system on behalf of Subscriber.
• "Dealer Data" means all data, content, and information provided by Subscriber or generated through Subscriber's use of the Service, including customer records, conversation logs, inventory data, and configuration settings.
• "Confidential Information" means any non-public information disclosed by one Party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.
• "Effective Date" means the date on which Subscriber first activates a paid subscription to the Service.

2. Services & Subscription Tiers

2.1 Scope of Service

Provider will make the Service available to Subscriber on a subscription basis in accordance with the tier selected at signup or as subsequently modified. The Service includes:

• AI-powered inbound phone answering (24/7), AI chat widget, SMS/text responses, and email responses
• Real-time inventory search, payment calculator, appointment scheduling, multi-language detection, and callback data collection
• Dealer dashboard for configuration, reporting, and conversation review
• Additional features as specified by tier in Section 2.2 below

2.2 Subscription Tiers

The following tiers are available. "Interactions/mo" refers to Interactions as defined in Section 1.1.

Founding Dealer pricing applies to Founding Dealer subscribers for the first six (6) months. Standard pricing applies thereafter. Founding Dealer rates are locked for the first six (6) months upon subscription activation.

2.3 Overage & Interaction Cap

If Subscriber exceeds the monthly Interaction limit for their tier (where applicable), the Service will automatically pause until Subscriber purchases additional interactions or upgrades their plan. There is no soft overage billing — service is hard-blocked at the plan limit for Sales AI and Service AI tiers. Provider will make reasonable efforts to notify Subscriber before the limit is reached. Growth and Premier tiers include high-volume and custom interaction volumes respectively — contact Provider for specific limits. Additional interaction credits do not expire and carry over month to month until consumed.

2.4 Service Modifications

Provider reserves the right to modify the Service, including features and functionality, upon reasonable notice to Subscriber. Material reductions to features will be notified no fewer than 30 days in advance. Subscriber may terminate without penalty if a material reduction materially impairs Subscriber's use case as described at signup.

3. Payment Terms

3.1 Fees

Subscriber agrees to pay the subscription fees corresponding to the tier selected, as set forth in Section 2.2. All fees are stated in U.S. dollars. Applicable taxes are the Subscriber's responsibility.

3.2 Payment Schedule

Invoices are due Net 30 from the invoice date. Subscriptions activated through the self-serve checkout are billed to the payment method on file at the start of each billing cycle.

3.3 Late Payment

Any invoice not paid within 30 days of the due date will incur a late fee of $50.00 per occurrence. If payment remains outstanding for more than 15 days after the late fee is assessed, Provider reserves the right to suspend Subscriber's access to the Service until full payment is received.

3.4 Price Changes

Provider will provide at least 30 days' written notice before any increase in subscription fees for current Subscribers. Continued use of the Service after the effective date of a price change constitutes acceptance of the new pricing.

3.5 Non-Refundable

All fees paid are non-refundable, except where required by applicable law or as expressly stated in this Agreement.

3.6 Disputed Invoices

Subscriber must notify Provider in writing within 15 days of an invoice date of any disputed charges. Undisputed portions of invoices remain due and payable in accordance with Section 3.2.

3.7 Setup Fee

A one-time setup fee is due upon execution of this Agreement, invoiced with the first monthly subscription charge. Setup fee amounts are as follows: $750.00 for Sales AI and Service AI plans (single-department configuration); $1,500.00 for Growth and Premier plans (multi-department and complex configuration). The setup fee includes AI training, call flow configuration, dealership setup, and onboarding support. Setup fee is non-refundable after onboarding begins.

3.8 Founding Dealer Rate Lock

Subscribers who activate a subscription as Founding Dealers are entitled to the Founding Dealer pricing rate set forth in Section 2.2 for a period of six (6) months from their Effective Date ("Founding Period"). After the Founding Period expires, standard pricing (as listed in the "Standard Price" column of the Section 2.2 fee schedule) will apply automatically unless Subscriber cancels in accordance with Section 11. Provider will provide at least 30 days' advance notice before transitioning to standard pricing.

4. Service Level Agreement (SLA)

4.1 Uptime Measurement

"Monthly Uptime Percentage" is calculated as: (Total minutes in month − Downtime minutes) / Total minutes in month × 100. Downtime is defined as periods where the Service is completely unavailable and unresponsive to authenticated requests, excluding scheduled maintenance windows.

4.2 Service Credits

If the Monthly Uptime Percentage falls below 99.9% in any calendar month:

• Subscriber is entitled to a service credit of 10% of the pro-rated monthly fee for that month, applied as a credit to the next invoice.
• Credit requests must be submitted by email to support@dealerautopilotai.com with subject "SLA Credit Request — [Month Year]" within 30 days of the month in which the downtime occurred.
• Service credits are Subscriber's sole and exclusive remedy for availability failures, except as provided in Section 4.3.

4.3 Termination Right for Critical Downtime

If the Monthly Uptime Percentage falls below 95.0% in any rolling 30-day period, Subscriber has the right to terminate this Agreement immediately and without penalty upon written notice to Provider. In such event, Provider will refund any prepaid fees covering the period after the termination date.

4.4 SLA Exclusions

The SLA uptime guarantee does not apply to downtime caused by:

• Scheduled maintenance windows (communicated with at least 24 hours advance notice)
• Outages caused by third-party services (including but not limited to OpenAI, Twilio, Vapi, Stripe, or cloud hosting infrastructure)
• Force majeure events (natural disasters, internet backbone failures, government actions, pandemics)
• Subscriber's own equipment, network connectivity, or configuration errors
• Downtime caused by Subscriber's misuse of the Service or API
• Downtime resulting from Subscriber's failure to implement required updates

4.5 Scheduled Maintenance

Provider will use commercially reasonable efforts to perform scheduled maintenance during low-traffic windows (typically Sunday 2–4 AM Eastern Time) and will provide at least 24 hours advance notice. Maintenance windows are excluded from uptime calculations.

5. Data Ownership & Processing

5.1 Subscriber Data Ownership

Subscriber retains full ownership of all Dealer Data. Provider has no ownership rights in Dealer Data. Provider's processing of Dealer Data is limited to what is necessary to deliver the Service as described in this Agreement.

5.2 License to Process

Subscriber grants Provider a limited, non-exclusive, non-transferable, revocable license to process Dealer Data solely for the purpose of providing and operating the Service for Subscriber's benefit during the term of this Agreement.

5.3 Restrictions on Data Use

Provider expressly agrees to the following restrictions on Dealer Data:

• No sale or transfer. Provider will not sell, rent, trade, or otherwise transfer Dealer Data to any third party for that party's own use.
• No AI training without opt-in. Provider will not use Dealer Data to train, fine-tune, evaluate, or otherwise improve any AI or machine learning model without Subscriber's explicit, affirmative opt-in consent provided in writing. Such consent may be withdrawn at any time by written notice to Provider, with effect within 30 days of receipt.
• Sub-processors. Provider may share Dealer Data with approved sub-processors (including OpenAI, Twilio) solely to the extent necessary to deliver the Service, subject to confidentiality obligations no less protective than those set forth in Section 6.

5.4 Data Security

Provider will implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Dealer Data against unauthorized access, disclosure, alteration, or destruction. Provider will notify Subscriber without undue delay (and in any event within 72 hours) upon becoming aware of a confirmed data breach affecting Dealer Data.

5.5 Data Portability

During the term of this Agreement, Subscriber may export Dealer Data at any time through the dealer dashboard. Provider will make Dealer Data available in a machine-readable format upon written request.

5.6 Data Deletion

Following termination of this Agreement for any reason, Provider will retain Dealer Data for a maximum period of 30 days, after which all Dealer Data will be permanently and irreversibly deleted from Provider's systems and those of its sub-processors, unless a longer retention period is required by applicable law. Provider will confirm deletion in writing upon request.

5.7 GDPR / Data Protection

To the extent that Subscriber processes personal data of individuals located in the European Economic Area (EEA) or the United Kingdom, Subscriber and Provider may need to execute a Data Processing Agreement (DPA). Subscribers on the Premier tier receive a GDPR/DPA Compliance Package as part of their subscription. Subscribers on other tiers may request a DPA by contacting legal@dealerautopilotai.com.

6. Security & Confidentiality

6.1 Confidentiality Obligations

Each Party agrees to hold the other Party's Confidential Information in strict confidence, using no less than reasonable care, and to use such Confidential Information only as necessary to perform its obligations or exercise its rights under this Agreement. Neither Party will disclose the other Party's Confidential Information to any third party without prior written consent, except to its employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Section.

6.2 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully known by the receiving Party before disclosure; (c) is rightfully received from a third party without restriction; or (d) is required to be disclosed by applicable law or court order, provided the receiving Party gives reasonable advance notice to the disclosing Party where legally permissible.

6.3 Security Practices

Provider maintains industry-standard security practices including encrypted data in transit (TLS 1.2+) and at rest, access controls, and regular security monitoring. Subscriber is responsible for maintaining the security of its account credentials and for promptly notifying Provider of any suspected unauthorized access.

7. Intellectual Property

7.1 Provider IP

Provider retains all right, title, and interest in and to the Service, including all underlying software, AI models, algorithms, interfaces, documentation, and branding (collectively, "Provider IP"). This Agreement grants Subscriber a limited, non-exclusive, non-transferable, revocable right to access and use the Service solely for Subscriber's internal dealership operations during the term of this Agreement. No ownership interest in Provider IP is transferred to Subscriber.

7.2 Subscriber IP

Subscriber retains all right, title, and interest in Dealer Data and in Subscriber's own intellectual property. This Agreement does not grant Provider any rights in Subscriber's intellectual property beyond the limited license described in Section 5.2.

7.3 Feedback

If Subscriber provides feedback, suggestions, or ideas regarding the Service, Subscriber grants Provider a perpetual, irrevocable, royalty-free license to use such feedback for any purpose, including improving the Service, without any obligation to Subscriber.

8. Representations & Warranties

8.1 Mutual Representations

Each Party represents and warrants that: (a) it has full legal authority to enter into this Agreement; (b) this Agreement constitutes a legally binding obligation of such Party; and (c) its performance under this Agreement does not violate any applicable law or any agreement with a third party.

8.2 Provider Warranties

Provider represents and warrants that: (a) the Service will perform materially in accordance with the documentation during the subscription term; (b) Provider will implement and maintain the security practices described in Section 6.3; and (c) Provider will comply with applicable privacy laws in connection with the processing of Dealer Data.

8.3 Subscriber Warranties

Subscriber represents and warrants that: (a) it has all necessary rights and consents to provide Dealer Data to Provider; (b) Subscriber's use of the Service will comply with all applicable laws and regulations, including the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, and applicable state telemarketing laws; and (c) Subscriber will not use the Service for any purpose that is fraudulent, deceptive, or harmful.

8.4 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.2, THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. PROVIDER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE, UNINTERRUPTED, OR MEET SUBSCRIBER'S SPECIFIC REQUIREMENTS.

9. Limitation of Liability

9.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Aggregate Liability Cap

EACH PARTY'S TOTAL CUMULATIVE LIABILITY TO THE OTHER ARISING OUT OF OR RELATED TO THIS AGREEMENT — WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE — SHALL NOT EXCEED THE TOTAL FEES PAID BY SUBSCRIBER TO PROVIDER IN THE TWELVE (12) CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9.3 Essential Basis

The parties acknowledge that the limitations of liability in this Section 9 reflect a reasonable allocation of risk and form an essential basis of the bargain between the parties. Provider would not have entered into this Agreement without these limitations.

10. Indemnification

10.1 Indemnification by Subscriber

Subscriber agrees to indemnify, defend, and hold harmless Provider and its affiliates, officers, directors, employees, and agents from and against any third-party claims, losses, damages, and expenses (including reasonable attorneys' fees) arising from:

• Subscriber's breach of this Agreement, including any breach of the representations and warranties in Section 8.3;
• Subscriber's violation of any applicable law, including the TCPA, CAN-SPAM Act, or state telemarketing laws;
• Subscriber's failure to obtain required consents from customers before using automated communication features;
• Any misrepresentation made to customers through Subscriber's use of the Service; or
• Dealer Data (including any claim that Dealer Data infringes a third party's intellectual property rights).

10.2 Indemnification by Provider

Provider agrees to indemnify, defend, and hold harmless Subscriber and its affiliates, officers, directors, employees, and agents from and against any third-party claims that the Service, as provided by Provider and used in accordance with this Agreement, infringes a third party's U.S. patent, copyright, trademark, or trade secret. Provider will have no indemnification obligation if the claim arises from: (a) Subscriber's modification of the Service; (b) Subscriber's use of the Service in combination with third-party products or services not approved by Provider; or (c) Subscriber's failure to implement required updates.

10.3 Indemnification Procedure

The indemnified party must: (a) promptly notify the indemnifying party of the claim in writing; (b) give the indemnifying party sole control of the defense and settlement; and (c) cooperate reasonably with the defense. The indemnifying party will not settle any claim that imposes any obligation or liability on the indemnified party without prior written consent.

11. Termination

11.1 Termination for Convenience

Either Party may terminate this Agreement at any time with 30 days' written notice to the other Party. Subscriber may provide notice through the dealer dashboard or by email to support@dealerautopilotai.com. Provider will provide notice to the email address on Subscriber's account.

11.2 Termination for Cause

Either Party may terminate this Agreement immediately upon written notice if the other Party:

• Materially breaches this Agreement and fails to cure such breach within 15 days of receiving written notice describing the breach; or
• Becomes insolvent, makes a general assignment for the benefit of creditors, or becomes subject to bankruptcy proceedings.

Additionally, Provider may terminate or suspend Subscriber's access immediately, without notice, for: (a) non-payment outstanding more than 45 days; (b) use of the Service in a manner that poses a security risk to Provider or third parties; or (c) Subscriber's violation of applicable law.

11.3 Termination for Critical SLA Failure

As described in Section 4.3, Subscriber has the right to terminate immediately without penalty if Provider's Monthly Uptime Percentage falls below 95.0% in any rolling 30-day period.

11.4 Effect of Termination

Upon the effective date of termination:

• All rights and licenses granted to Subscriber under this Agreement immediately cease.
• Provider will delete all Dealer Data within 30 days of the termination date, as described in Section 5.6.
• All accrued and outstanding fees remain due and payable.
• Sections 5, 6, 7, 9, 10, 12, and 13 of this Agreement survive termination.

12. Governing Law & Disputes

12.1 Governing Law

This Agreement is governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law provisions.

12.2 Dispute Resolution

In the event of a dispute arising out of or relating to this Agreement, the Parties agree to first attempt resolution through good-faith negotiation for a period of 30 days following written notice of the dispute from one Party to the other.

If the dispute is not resolved through negotiation, it shall be submitted to binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association ("AAA"). Arbitration proceedings shall be conducted in Miami-Dade County, Florida, unless the Parties agree otherwise in writing. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

12.3 Class Action Waiver

EACH PARTY WAIVES ANY RIGHT TO COMMENCE OR PARTICIPATE IN ANY CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION AGAINST THE OTHER PARTY. ALL DISPUTES WILL BE HANDLED ON AN INDIVIDUAL BASIS ONLY.

12.4 Emergency Relief

Nothing in this Section prevents either Party from seeking emergency injunctive or other equitable relief in a court of competent jurisdiction where necessary to prevent irreparable harm.

13. General Provisions

13.1 Entire Agreement

This Agreement, together with any applicable Order Forms and Provider's Privacy Policy and Terms of Service (available at /terms), constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties.

13.2 Amendments

Provider may amend this Agreement upon 30 days' written notice to Subscriber. Continued use of the Service after the effective date of any amendment constitutes acceptance. If Subscriber objects to a material amendment, Subscriber's sole remedy is to terminate the Agreement in accordance with Section 11.1 before the amendment's effective date.

13.3 Assignment

Neither Party may assign its rights or obligations under this Agreement without the other Party's prior written consent, except that either Party may assign this Agreement without consent in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section is void.

13.4 Severability

If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it enforceable.

13.5 Waiver

No failure or delay by either Party in exercising any right under this Agreement constitutes a waiver of that right. No single or partial exercise of any right precludes any other or further exercise of that right.

13.6 Force Majeure

Neither Party will be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) to the extent such delay or failure is caused by circumstances beyond its reasonable control, including natural disasters, acts of government, war, terrorism, pandemic, or internet infrastructure failures. The affected Party will promptly notify the other Party and use commercially reasonable efforts to resume performance.

13.7 Relationship of Parties

The Parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, franchise, or employment relationship between the Parties.

13.8 Notices

All notices under this Agreement must be in writing. Notices to Provider must be sent to legal@dealerautopilotai.com. Notices to Subscriber will be sent to the email address associated with Subscriber's account. Notices are effective upon delivery to the designated email address.

13.9 Counterparts

This Agreement may be executed in one or more counterparts, each of which is deemed an original. Electronic acceptance (including click-through agreements, checkbox acceptance, or email acceptance) constitutes a legally binding signature.

14. Contact & Notices

This Agreement is entered into as of the Effective Date, as defined in Section 1.1. By activating a subscription to the Service, Subscriber agrees to be bound by this Agreement.