Terms and Conditions Effective Date: 12/21/2024

Welcome to DriveForce Media. These Terms and Conditions govern your use of DriveForce Media’s software-as-a-service (“SaaS”) platform and related services, which provide marketing solutions tailored for car dealerships. By accessing or using our Services, you agree to be bound by these Terms. If you do not agree, you may not use the Services. DriveForce Media is a marketing agency that provides Clients with:

Access to a software-as-a-service (SaaS) platform customized and branded for their dealership. Tools for marketing automation and customer relationship management (CRM). Technical support and onboarding assistance to maximize platform effectiveness.

1. Scope of Services:

DriveForce Media agrees to provide a comprehensive suite of marketing and software services designed to enhance customer engagement, streamline sales processes, and optimize business operations. These services include, but are not limited to:

Reputation management Customer relationship management (CRM)Appointment scheduling Mobile app access AI-driven tools Automated workflows Marketing campaign management Reporting and analytics Call tracking Sales and payment processing

These services will be delivered through an intuitive, user-friendly, and secure platform tailored to meet the Client’s business needs.

2. Term and Termination

2.1 term: This Agreement shall commence on the date of execution by both parties and shall remain in effect until terminated in accordance with this section.2.2 Termination: Either party may terminate this Agreement by providing thirty (30) days' written notice to the other party. Upon termination, DriveForce Media will cease all services and transfer all relevant data to the Client.3. Ownership of Leads and Data3.1 Client Ownership of Leads: All leads generated through DriveForce Media’s campaigns, platforms, or efforts are the sole property of the Client. DriveForce Media acknowledges and agrees that all data related to these leads, including but not limited to contact information and behavioral data, belongs exclusively to the Client.

3. Ownership of Leads and Data

3.1 Client Ownership of Leads: All leads generated through DriveForce Media’s campaigns, platforms, or efforts are the sole property of the Client. DriveForce Media acknowledges and agrees that all data related to these leads, including but not limited to contact information and behavioral data, belongs exclusively to the Client.3.2 No Data Storage by DriveForce Media: DriveForce Media does not store or retain any lead data, customer information, or related records beyond the duration of the campaign or project. Upon completion or termination of the Agreement, all data will be transferred to the Client and permanently deleted from DriveForce Media’s systems.3.3 Confidentiality: DriveForce Media agrees to maintain the confidentiality of all data and information related to the Client’s business and marketing campaigns. Any data collected, processed, or analyzed on behalf of the Client will remain confidential and exclusively under the Client’s ownership.

4. Service Fees and Payment Terms

4.1 Fees: The Client agrees to pay DriveForce Media the fees outlined in the attached proposal or invoice. All fees are due and payable as specified in the billing schedule.4.2 Late Payments: Payments not received within the specified due date may be subject to a late fee of 1.5% per month or the highest amount permitted by law, whichever is lower.4.3 Refunds: Fees paid for services rendered are non-refundable except as required by applicable law.

5. Privacy and Data Security

5.1 Data Protection: DriveForce Media will implement appropriate technical and organizational measures to ensure the security of data processed on behalf of the Client.5.2 Compliance: DriveForce Media complies with all applicable data protection laws and regulations. The Client’s data will not be shared with third parties without explicit consent, unless required by law.5.3 Access and Control: The Client retains full control over their data and can request access, modifications, or deletions at any time.

6. Limitation of Liability

DriveForce Media’s liability for any claims arising under this Agreement is limited to the amount of fees paid by the Client for the services giving rise to the claim. In no event shall DriveForce Media be liable for indirect, incidental, special, or consequential damages, including but not limited to loss of profits, data, or business opportunities.

7. Governing Law and Dispute Resolution

7.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which DriveForce Media is headquartered (South Carolina).7.2 Dispute Resolution: Any disputes arising out of or relating to this Agreement shall be resolved through good-faith negotiations. If a resolution cannot be reached, the parties agree to submit the dispute to binding arbitration in accordance with the rules of the American Arbitration Association.