Terms of Service

Effective Date: November 15, 2025 Last Updated: November 15, 2025

These Terms of Service ("Terms") constitute a binding legal agreement between Supreme Dealer LLC, a New Mexico limited liability company with its registered address at 1209 Mountain Road Pl NE, Ste R, Albuquerque, NM 87110 ("Supreme Dealer," "we," "us," or "our"), and the dealership entity accessing or using our Platform ("User," "you," or "your").

The Platform is intended exclusively for dealership businesses operating in the United States and Canada. By accessing or using the Platform, you represent and warrant that you are a dealership duly authorized to conduct business in your jurisdiction and that the individual accepting these Terms has full legal authority to bind the dealership. Use by individual consumers, private sellers, or any entity that is not a dealership is strictly prohibited.

PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN A MANDATORY BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER (SECTION 18) THAT AFFECT YOUR LEGAL RIGHTS. BY ACCESSING OR USING THE PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, YOU MUST NOT ACCESS OR USE THE PLATFORM.

1. Definitions

For purposes of these Terms, the following capitalized terms shall have the meanings set forth below:

• "Platform" means the suite of proprietary software, web, desktop, and mobile applications, APIs, AI-powered tools, dashboards, integrations, and related services made available by Supreme Dealer, including without limitation AI chatbots, AI voicebots, CRM modules, inventory management, virtual showroom, marketplace and social media automation, paid advertising tools, analytics, reputation management, and content marketing features, all designed to support dealership operations.
• "User" means a dealership (corporation, partnership, limited liability company, or sole proprietorship) duly authorized to conduct business in its jurisdiction that has registered an account and accepted these Terms.
• "Authorized Users" means individual employees, contractors, or agents of the User who are granted access to the Platform under the User's account.
• "Subscription" means the paid plan selected by the User granting access to the Platform on a monthly or annual basis.
• "User Content" means any data, text, images, videos, audio, inventory data, product information, customer records, leads, descriptions, configurations, or other materials uploaded, submitted, or transmitted by the User or its Authorized Users to or through the Platform.
• "Dealership Data" means User Content relating specifically to the User's business, inventory, products, customers, leads, and operations.
• "AI Output" means any text, response, recommendation, pricing suggestion, description, image, audio, or other content generated by the Platform's artificial intelligence features.
• "Third-Party Services" means any third-party websites, platforms, APIs, marketplaces, social networks, advertising networks, payment processors, or other services that the Platform integrates with or interacts with on the User's behalf.
• "Personal Information" means any information that identifies, relates to, or could reasonably be linked to an identified or identifiable natural person. The processing of Personal Information is governed by our separate Privacy Policy.

2. Eligibility and Acceptance

2.1 Eligibility

Access to the Platform is restricted to dealership businesses operating in the United States or Canada. By registering an account, you represent and warrant that:

• You are a duly organized and validly existing legal entity in good standing in your jurisdiction of formation;
• You hold all licenses, permits, and registrations required to operate your dealership business in every jurisdiction where you conduct business;
• The individual accepting these Terms is at least eighteen (18) years of age and has full legal authority to bind the dealership to these Terms;
• You will use the Platform solely for legitimate business purposes related to your dealership operations; and
• Neither you nor any of your owners, officers, or directors are subject to any sanctions or trade restrictions imposed by the United States, Canada, or any applicable governmental authority.

2.2 Acceptance

By clicking "I Agree," registering an account, accessing the Platform, or using any of its features, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree, you must not access or use the Platform.

2.3 Authority to Bind

If you are accepting these Terms on behalf of a dealership or other legal entity, you represent and warrant that you have full authority to bind that entity. References to "you" and "User" include that entity and all of its Authorized Users.

3. Account Registration and Security

3.1 Registration

To access the Platform, you must create an account and provide accurate, current, and complete information, including your legal business name, business registration or license information as applicable, business address, billing information, and authorized contact persons. You agree to keep this information updated at all times.

3.2 Authorized Users

You are responsible for all activity that occurs under your account, including activity by Authorized Users. You must ensure that all Authorized Users comply with these Terms and that access credentials are not shared with unauthorized persons.

3.3 Account Security

You are solely responsible for maintaining the confidentiality of your account credentials. You agree to:

• Use strong, unique passwords and enable multi-factor authentication where available;
• Notify Supreme Dealer immediately at Legal@supremedealer.com upon discovering any unauthorized access, security breach, or suspicious activity affecting your account;
• Not share, sell, transfer, or sublicense your account credentials to any third party; and
• Cooperate fully with Supreme Dealer in investigating any suspected breach.

3.4 Right to Verify

Supreme Dealer reserves the right, at any time and at its sole discretion, to verify your business registration, licensing where applicable, business standing, and identity. You agree to provide reasonable documentation upon request. Failure to provide such documentation may result in suspension or termination of your account.

4. Subscription, Billing, and Payment

4.1 Subscription Plans

The Platform is offered on a paid subscription basis under monthly or annual plans, as selected by the User at registration or as subsequently modified. Specific features, usage limits, and pricing for each plan are described on our website or in your order form. No free trial is offered unless expressly agreed in writing by Supreme Dealer.

4.2 Fees and Currency

All fees are quoted, invoiced, and payable in United States Dollars (USD). Fees are due in advance for each billing cycle. All fees are non-refundable except as expressly stated in these Terms or as required by applicable law.

4.3 Payment Processing

Payments are processed by our third-party payment processor, Stripe, Inc. ("Stripe"). By providing payment information, you authorize Supreme Dealer and Stripe to charge your designated payment method for all fees, taxes, and applicable charges incurred under your account. Your use of Stripe's services is subject to Stripe's terms and privacy policy, available at stripe.com. Supreme Dealer does not store full payment card data on its servers.

4.4 Auto-Renewal

YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW at the end of each billing cycle (monthly or annual, as applicable) for an additional period of the same duration, at the then-current rate, unless you cancel prior to the renewal date in accordance with Section 4.6. By subscribing, you authorize Supreme Dealer to charge your payment method for each renewal.

4.5 Pricing Changes

Supreme Dealer reserves the right to modify subscription fees, plan features, or service levels at any time. We will provide at least thirty (30) days' prior written notice of any fee increase or material change via email to the address associated with your account. New pricing will take effect at the start of your next billing cycle following the notice period. Your continued use of the Platform after the effective date constitutes acceptance of the new fees.

4.6 Cancellation

You may cancel your Subscription at any time through your account dashboard or by contacting Billing@supremedealer.com. Upon cancellation:

• Your account will remain active and you will retain access to the Platform until the end of the billing period for which you have already paid;
• Auto-renewal will be disabled, and no further charges will be made;
• No refunds, prorations, or credits will be issued for any unused portion of the current billing period; and
• After the end of the paid period, your access will be suspended and your data will be subject to the retention and export rules in Section 14.

4.7 Failed Payments

If a payment is declined or fails for any reason, Supreme Dealer may attempt to re-process the charge. If payment is not received within ten (10) days of the due date, Supreme Dealer reserves the right to suspend or terminate your access to the Platform without further notice. You remain liable for all outstanding fees, including reasonable collection costs and attorneys' fees.

4.8 Taxes

All fees are exclusive of any applicable sales, use, value-added, or similar taxes, duties, or governmental assessments. You are responsible for paying all such taxes, except for taxes imposed on Supreme Dealer's net income. Where Supreme Dealer is legally required to collect taxes, such taxes will be added to your invoice.

4.9 Disputed Charges

You must notify Supreme Dealer in writing of any disputed charge within thirty (30) days of the invoice date. Failure to dispute a charge within this period constitutes acceptance of the charge.

5. License Grant

5.1 License to User

Subject to your continuous compliance with these Terms and timely payment of all applicable fees, Supreme Dealer grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for your internal dealership business purposes during the term of your Subscription.

5.2 Restrictions

You shall not, and shall not permit any third party to:

• Copy, modify, adapt, translate, or create derivative works of the Platform;
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or algorithms of the Platform;
• Rent, lease, lend, sell, sublicense, assign, distribute, publish, or otherwise transfer the Platform or any rights therein;
• Remove, alter, or obscure any proprietary notices, labels, or marks on the Platform;
• Use the Platform to build a competing product, service, or model, or to benchmark for the purpose of building a competing product;
• Access the Platform through automated means (bots, scrapers, crawlers) except through APIs expressly authorized by Supreme Dealer;
• Use the Platform to transmit malware, viruses, or other harmful code, or to conduct security testing without prior written authorization;
• Circumvent or attempt to circumvent any usage limits, access controls, rate limits, or security measures; or
• Use the Platform in any manner that violates these Terms or applicable law.

6. Intellectual Property

6.1 Supreme Dealer IP

Supreme Dealer and its licensors own and retain all right, title, and interest in and to the Platform, including all software, source code, object code, algorithms, models, machine learning weights, user interfaces, designs, trademarks, service marks, logos, trade names, documentation, and all related intellectual property rights worldwide. Except for the limited license granted in Section 5, no rights are granted to you by implication, estoppel, or otherwise.

6.2 User Content Ownership

As between you and Supreme Dealer, you retain all ownership rights in and to your User Content, including all Dealership Data. You are solely responsible for the accuracy, legality, and appropriateness of all User Content.

6.3 License to User Content

You hereby grant Supreme Dealer a worldwide, non-exclusive, royalty-free, sublicensable license to host, store, copy, transmit, display, process, modify, and otherwise use User Content solely as necessary to:

• Operate, provide, maintain, and improve the Platform;
• Perform the services you have requested, including responding to leads, generating AI Output, posting to Third-Party Services, and producing analytics;
• Train, refine, customize, and personalize the AI features of the Platform to deliver accurate and relevant outputs for your dealership, including ingesting your inventory data, product information, and dealership information into our AI models for the purpose of generating accurate responses to your leads and customers;
• Comply with legal obligations or enforce these Terms; and
• Generate aggregated, de-identified, or anonymized data for analytics, benchmarking, research, and product development. Such aggregated or de-identified data shall not identify you or your customers and may be retained and used by Supreme Dealer without restriction.

6.4 Feedback

If you provide Supreme Dealer with any suggestions, ideas, enhancement requests, feedback, recommendations, or other input regarding the Platform ("Feedback"), you hereby assign to Supreme Dealer all right, title, and interest in such Feedback and grant Supreme Dealer an irrevocable, perpetual, worldwide, royalty-free, sublicensable, transferable license to use such Feedback for any purpose without compensation or attribution.

6.5 Trademarks

"Supreme Dealer," the Supreme Dealer logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Supreme Dealer LLC. You may not use such marks without the prior written permission of Supreme Dealer.

7. Acceptable Use Policy

7.1 General Conduct

You agree to use the Platform only for lawful purposes and in compliance with these Terms, all applicable laws and regulations (including federal, state, provincial, and local consumer protection, advertising, industry licensing, and privacy laws), and the rules and policies of any Third-Party Services with which the Platform integrates.

7.2 Prohibited Activities

You shall not use the Platform to, and shall not permit any Authorized User or third party to:

• List, advertise, market, sell, or otherwise transact in any stolen, fraudulent, counterfeit, or unlawfully obtained product, inventory, or document;
• Misrepresent the title, ownership, condition, history, specifications, identification number, or any other material attribute of any product or inventory item;
• Engage in "bait-and-switch" advertising, deceptive pricing, hidden-fee practices, or any other unfair or deceptive trade practice;
• Engage in fraudulent financing or credit practices, including forgery of customer signatures or falsification of credit applications;
• Generate, post, or solicit fake, fabricated, or incentivized customer reviews, ratings, or testimonials, or otherwise manipulate reputation signals in violation of the FTC Act or analogous laws;
• Engage in discriminatory practices in violation of the Equal Credit Opportunity Act, fair lending laws, or any anti-discrimination statute applicable to your industry;
• Send unsolicited commercial communications (spam) in violation of the CAN-SPAM Act, the Telephone Consumer Protection Act (TCPA), Canada's Anti-Spam Legislation (CASL), or any analogous law, including communications to numbers on the Do-Not-Call Registry;
• Upload, post, transmit, or store any content that is defamatory, obscene, harassing, threatening, hateful, or otherwise objectionable;
• Infringe, misappropriate, or violate any patent, copyright, trademark, trade secret, right of publicity, right of privacy, or other intellectual property or proprietary right of any third party;
• Upload, post, or transmit any content that contains malware, viruses, worms, Trojan horses, or any other malicious or harmful code;
• Interfere with or disrupt the Platform, its servers or networks, or the use of the Platform by other Users;
• Attempt to gain unauthorized access to any portion of the Platform, other accounts, or related systems or networks;
• Use the Platform to launder money, finance terrorism, or evade sanctions;
• Falsely impersonate any person or entity, or misrepresent your affiliation with any person or entity; or
• Use the Platform in any manner that, in Supreme Dealer's sole judgment, could damage, disable, overburden, impair, or harm Supreme Dealer, the Platform, or any third party.

7.3 Enforcement

Supreme Dealer reserves the right, but is not obligated, to monitor User Content and activity on the Platform. Supreme Dealer may, at its sole discretion and without notice, remove or disable access to any User Content, suspend or terminate accounts, and report violations to law enforcement or regulatory authorities. Violations of this Section 7 constitute a material breach of these Terms.

8. AI Tools and AI-Generated Content

8.1 Description of AI Features

The Platform includes artificial intelligence features, including but not limited to AI Chatbot, AI Voicebot, Price Advisor, Web Capture, automated content generation, and similar tools (collectively, the "AI Tools"). The AI Tools rely on a combination of proprietary models, third-party large language models, and other machine learning technologies. Supreme Dealer may, at any time and without notice, change the underlying technology, providers, or methods used to deliver the AI Tools.

8.2 Training and Customization on Dealership Data

You acknowledge and agree that, to provide accurate and personalized AI Output to your leads and customers, Supreme Dealer will ingest, process, and use your Dealership Data (including inventory data, product information, pricing, and dealership information) to train, fine-tune, configure, and customize the AI Tools as they operate for your account. Customer Personal Information will be handled in accordance with the Privacy Policy and applicable law.

8.3 No Professional Advice

AI OUTPUT IS PROVIDED FOR INFORMATIONAL AND OPERATIONAL CONVENIENCE ONLY AND DOES NOT CONSTITUTE LEGAL, FINANCIAL, TAX, ACCOUNTING, REGULATORY, INSURANCE, APPRAISAL, OR OTHER PROFESSIONAL ADVICE. Without limitation, any pricing recommendations, market analyses, valuations, or similar outputs generated by the Price Advisor or any other AI Tool are estimates only and do not constitute a formal appraisal or a guarantee of market value, resale value, or transaction price.

8.4 Accuracy and Verification

AI Output may be inaccurate, incomplete, outdated, biased, or fabricated ("hallucinated"). You are solely responsible for reviewing, verifying, and validating all AI Output before relying on it, publishing it, communicating it to customers, or taking any business or legal action based on it. Supreme Dealer makes no warranty or representation that AI Output is accurate, complete, reliable, current, or fit for any particular purpose.

8.5 Customer-Facing AI Interactions

When you deploy AI Tools to interact with your customers or leads (including, without limitation, chatbot conversations, voicebot calls, automated messages, and SMS), you are solely responsible for:

• Disclosing the use of AI and the recording of communications to your customers where required by applicable law (including state-level chatbot disclosure laws, two-party and all-party consent recording laws, and consumer protection rules);
• Obtaining all required consents under applicable telephone, electronic communication, and recording laws (including the Telephone Consumer Protection Act, the federal Wiretap Act, all-party-consent recording laws in California, Florida, Illinois, Maryland, Massachusetts, Montana, Nevada, New Hampshire, Pennsylvania, Washington, and any other applicable jurisdiction, Canada's Criminal Code provisions on intercepted communications, and Canada's Anti-Spam Legislation);
• Ensuring that AI-generated communications comply with all applicable advertising and consumer protection laws; and
• Monitoring AI interactions for accuracy, appropriateness, and compliance.

8.6 Voice Recordings

You acknowledge and agree that the AI Voicebot records audio of inbound telephone calls received through the Platform, and that such audio recordings, along with the resulting text transcripts, are stored and made available to you through your account for the duration of your Subscription so that you may review your interactions with your leads and customers. You are solely responsible for providing all legally required notice and obtaining all legally required consent from each party to such calls before recording occurs, and for the lawful access to, use of, retention of, and disclosure of recordings and transcripts by you and your Authorized Users. Supreme Dealer does not provide legal advice regarding recording laws, and its provision of the AI Voicebot does not constitute or satisfy your consent and notice obligations.

8.7 No Liability for AI Output

To the maximum extent permitted by law, Supreme Dealer disclaims any and all liability for AI Output and for any decisions, transactions, communications, or consequences arising from your reliance on AI Output.

9. Third-Party Services and Integrations

9.1 Integrations

The Platform may integrate with, post to, retrieve data from, or otherwise interact with Third-Party Services (including, without limitation, Facebook/Meta, Instagram, TikTok, Google, YouTube, marketplace and classified listing platforms, CRM and DMS systems, advertising networks, analytics providers, and payment processors). By using such integrations, you authorize Supreme Dealer to access, retrieve, post, and transmit data on your behalf in accordance with the permissions you grant.

9.2 Compliance With Third-Party Terms

Your use of Third-Party Services through the Platform is subject to the terms, policies, and acceptable use rules of those Third-Party Services. You are solely responsible for reviewing, understanding, and complying with all such third-party terms. Supreme Dealer is not a party to your relationship with any Third-Party Service.

9.3 Automation Risk Acknowledgment

You acknowledge and agree that:

• Many Third-Party Services impose restrictions or prohibitions on automated posting, bulk actions, scraping, or similar conduct, and may suspend, restrict, ban, or terminate accounts that engage in such conduct;
• Use of the Platform's automation features (including Marketplace Auto-Post, Social Media Auto-Post, automated ad campaigns, and similar tools) may violate the terms of one or more Third-Party Services;
• You knowingly assume all risks associated with the use of such automation features, including the risk of account suspension, restriction, loss of access, loss of followers or listings, and any resulting business losses;
• Supreme Dealer makes no representation or warranty regarding the compatibility, longevity, or acceptability of any automation feature under any Third-Party Service's terms; and
• Supreme Dealer shall have no liability for any action taken by a Third-Party Service against you or your accounts.

9.4 Public Data Capture

The Platform includes features (including, without limitation, Web Capture) that retrieve, capture, or aggregate publicly accessible data through public APIs and other lawful means. You are solely responsible for ensuring that your use of such captured data complies with all applicable laws, the terms of service of the source platform, and the rights of any third parties. You shall not use the Platform to capture, store, or use data in violation of any applicable law, regulation, or contractual restriction.

9.5 Paid Advertising

Where the Platform facilitates paid advertising campaigns (including, without limitation, Google Ads, Meta Ads, and TikTok Ads), you remain the advertiser of record. You are solely responsible for ad budgets, ad spend, creative content, targeting parameters, compliance with the advertising platform's policies, and compliance with all applicable advertising, consumer protection, and discrimination laws. Supreme Dealer does not guarantee any campaign performance, return on investment, lead volume, or conversion rate.

9.6 Local SEO and Reputation Tools

Features relating to local SEO, Google Business Profile, virtual showroom, and reputation management are provided for convenience. Supreme Dealer makes no guarantee regarding search rankings, visibility, review counts, ratings, or business impact, all of which depend on factors outside Supreme Dealer's control. You are solely responsible for the accuracy of your listings and for compliance with applicable platform policies and laws.

10. Data Privacy and Security

10.1 Privacy Policy

Our collection, use, and disclosure of Personal Information is described in our separate Privacy Policy, which is incorporated by reference into these Terms. By using the Platform, you acknowledge that you have read and understood the Privacy Policy.

10.2 Roles and Responsibilities

With respect to Personal Information of your customers, leads, or other end users that you upload, transmit, or process through the Platform:

• You are the data controller / business and are responsible for the lawful basis for collection, the provision of required notices to data subjects, and the handling of data subject rights requests;
• Supreme Dealer acts as a data processor / service provider and processes such Personal Information solely on your documented instructions and to provide the Platform; and
• You represent and warrant that you have all necessary rights, consents, and authorizations to upload such Personal Information to the Platform and to authorize Supreme Dealer's processing of it as contemplated by these Terms.

10.3 Security Measures

Supreme Dealer implements and maintains commercially reasonable administrative, technical, and physical safeguards designed to protect User Content against unauthorized access, use, disclosure, alteration, or destruction. However, no security measure is perfect, and Supreme Dealer cannot guarantee absolute security.

10.4 Data Breach Notification

In the event of a confirmed data breach affecting your Personal Information, Supreme Dealer will notify you at the earliest reasonable opportunity in accordance with applicable law, and will cooperate reasonably with you in investigating and remediating the breach.

10.5 Cookies and Tracking

The Platform uses cookies and similar tracking technologies as described in the Privacy Policy. By using the Platform, you consent to such use. You may adjust your browser settings to decline cookies, but some Platform features may not function properly as a result.

11. Confidentiality

Each party (the "Receiving Party") acknowledges that it may have access to confidential or proprietary information of the other party (the "Disclosing Party"), including business plans, pricing, product roadmaps, technical information, customer information, and other non-public information ("Confidential Information"). The Receiving Party shall:

• Use Confidential Information solely to perform its obligations or exercise its rights under these Terms;
• Protect Confidential Information using at least the same degree of care it uses for its own confidential information of like importance, and in any event no less than a reasonable degree of care; and
• Not disclose Confidential Information to any third party except to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations no less protective than those in this Section.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was lawfully known to the Receiving Party before disclosure; (c) is lawfully received from a third party without confidentiality obligations; or (d) is independently developed without use of or reference to Confidential Information.

12. Warranties and Disclaimers

12.1 No Uptime Guarantee

Supreme Dealer does not warrant or guarantee any specific level of availability, uptime, or service level for the Platform. The Platform may be unavailable from time to time due to scheduled maintenance, unscheduled maintenance, emergency repairs, third-party outages, force majeure events, or other factors.

12.2 "As Is" Disclaimer

THE PLATFORM AND ALL AI OUTPUT, CONTENT, DATA, AND SERVICES PROVIDED THROUGH IT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SUPREME DEALER AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

12.3 No Guarantee of Results

Supreme Dealer does not warrant that the Platform will be uninterrupted, error-free, secure, or free of harmful components; that defects will be corrected; that any specific business result, sales volume, lead quality, conversion rate, or return on investment will be achieved; or that AI Output will meet your requirements. The use of the Platform is at your sole risk.

12.4 Non-Excludable Warranties

Certain jurisdictions do not allow the exclusion of certain warranties. The disclaimers above apply only to the maximum extent permitted by applicable law.

13. Limitation of Liability

13.1 Exclusion of Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SUPREME DEALER OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR USE, ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SUPREME DEALER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 Aggregate Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SUPREME DEALER'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU TO SUPREME DEALER FOR THE PLATFORM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13.3 Essential Basis

You acknowledge that the fees charged by Supreme Dealer reflect the allocation of risk set forth in these Terms, and that the limitations of liability in this Section 13 are an essential basis of the bargain between the parties. These limitations apply notwithstanding the failure of essential purpose of any limited remedy.

13.4 Non-Excludable Liability

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation.

14. Term and Termination

14.1 Term

These Terms commence on the date you first accept them and continue until terminated in accordance with this Section 14.

14.2 Termination by User

You may terminate these Terms by canceling your Subscription in accordance with Section 4.6.

14.3 Termination by Supreme Dealer

Supreme Dealer may suspend or terminate your access to the Platform, in whole or in part, immediately and without prior notice if:

• You breach any material provision of these Terms, including the Acceptable Use Policy (Section 7);
• You fail to pay any fees when due and such failure continues for ten (10) days;
• Supreme Dealer reasonably believes that your use of the Platform involves fraud, sale of stolen or counterfeit goods, money laundering, or other unlawful activity;
• Supreme Dealer is required to do so by law or by order of a court or regulatory authority;
• Continued provision of the Platform to you poses a security or operational risk to Supreme Dealer, other Users, or any third party; or
• You become insolvent, file for bankruptcy, or cease to operate as a going concern.

Supreme Dealer may also terminate these Terms for convenience by providing at least thirty (30) days' prior written notice.

14.4 Effect of Termination

Upon termination of these Terms:

• Your right to access and use the Platform will cease immediately, except as provided in Section 4.6 for ordinary-course cancellations where access continues through the end of the paid period;
• All fees owed up to the date of termination remain payable and become immediately due;
• You will have access until the end of the period already paid to export your Dealership Data through the export tools provided in the Platform;
• Following the end of the paid period, Supreme Dealer will retain your Dealership Data for ninety (90) days, during which period you may request export by contacting Help@supremedealer.com;
• After such ninety (90)-day retention period, Supreme Dealer may delete or anonymize your Dealership Data, except as required to be retained by law or as retained in aggregated or de-identified form pursuant to Section 6.3; and
• In the event of termination for cause due to your breach (including fraud, illegal activity, or non-payment), Supreme Dealer may suspend or revoke your data export rights at its sole discretion.

14.5 Survival

Sections that by their nature should survive termination shall survive, including Sections 1 (Definitions), 4.7 (Failed Payments), 4.8 (Taxes), 6 (Intellectual Property), 7 (Acceptable Use — with respect to liability for prior breaches), 8.7 (No Liability for AI Output), 9.3 (Automation Risk Acknowledgment), 10 (Data Privacy and Security), 11 (Confidentiality), 12 (Disclaimers), 13 (Limitation of Liability), 14.4 (Effect of Termination), 15 (Indemnification), 17 (Governing Law), 18 (Dispute Resolution), 20 (General Provisions), and 21.8 (No Sale or Sharing of SMS Data).

15. Indemnification

15.1 User Indemnification

You agree to indemnify, defend, and hold harmless Supreme Dealer and its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, demands, actions, proceedings, losses, liabilities, damages, judgments, settlements, fines, penalties, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to:

• Your access to or use of the Platform;
• Your User Content, including any allegation that your User Content infringes, misappropriates, or violates the rights of any third party;
• Your violation of these Terms, including the Acceptable Use Policy;
• Your violation of any applicable law or regulation, including industry-specific licensing, advertising, consumer protection, privacy, anti-spam, telemarketing, or anti-discrimination laws;
• Your violation of the terms, policies, or rights of any Third-Party Service;
• Any claim by your customers, leads, or other end users relating to your dealership operations, the sale or financing of any product, your AI-driven communications, or your handling of their Personal Information; and
• Any fraudulent, unlawful, or grossly negligent act or omission by you or your Authorized Users.

15.2 Procedure

Supreme Dealer will promptly notify you of any claim subject to indemnification, but failure to do so will not relieve you of your indemnification obligations except to the extent you are materially prejudiced by the failure. Supreme Dealer reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification, in which case you agree to cooperate fully. You shall not settle any indemnified claim without Supreme Dealer's prior written consent.

16. Modifications to the Terms or the Platform

16.1 Modifications to Terms

Supreme Dealer may modify these Terms from time to time. For material changes, we will provide at least thirty (30) days' prior written notice via email to the address associated with your account and/or by posting a notice within the Platform. For non-material changes, we may update the "Last Updated" date at the top of these Terms without further notice. Your continued use of the Platform after the effective date of any modification constitutes your acceptance of the modified Terms. If you do not agree, you must stop using the Platform and cancel your Subscription before the effective date.

16.2 Modifications to the Platform

Supreme Dealer reserves the right, at any time and in its sole discretion, to add, modify, suspend, or discontinue any feature or functionality of the Platform, in whole or in part, with or without notice. Supreme Dealer shall have no liability to you or any third party for any such modification, suspension, or discontinuation.

17. Governing Law

These Terms, and any dispute, claim, or controversy arising out of or relating to these Terms or the Platform, shall be governed by and construed in accordance with the laws of the State of New Mexico, without giving effect to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

18. Dispute Resolution, Arbitration, and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU TO RESOLVE DISPUTES WITH SUPREME DEALER THROUGH BINDING INDIVIDUAL ARBITRATION AND LIMITS THE WAY YOU CAN SEEK RELIEF.

18.1 Informal Resolution

Before initiating arbitration, the parties agree to attempt to resolve any dispute informally for at least sixty (60) days. To begin informal resolution, you must send a written notice describing the dispute to Legal@supremedealer.com, and Supreme Dealer may send a notice to the address associated with your account. The parties shall negotiate in good faith during this period.

18.2 Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the Platform that is not resolved through informal resolution shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, except as modified by these Terms. The arbitration shall be conducted by a single arbitrator. The seat and legal place of arbitration shall be Albuquerque, New Mexico. The language of the arbitration shall be English. Judgment on the award may be entered in any court of competent jurisdiction.

18.3 Class Action Waiver

THE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate claims of multiple parties and may not preside over any form of representative or class proceeding. If a court or arbitrator decides that this class action waiver is not enforceable as to a particular claim, that claim (and only that claim) shall be severed and brought in court, while all other claims remain subject to arbitration.

18.4 Exceptions

Notwithstanding the foregoing, either party may bring an individual action in small claims court for disputes within that court's jurisdiction, and either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property rights or to enforce Sections 5 (License Grant), 6 (Intellectual Property), 7 (Acceptable Use), 11 (Confidentiality), or 15 (Indemnification).

18.5 Forum for Non-Arbitrable Claims

For any dispute not subject to arbitration, the parties consent to the exclusive jurisdiction of the state and federal courts located in Bernalillo County, New Mexico, and waive any objection to venue or inconvenient forum.

18.6 Waiver of Jury Trial

TO THE EXTENT PERMITTED BY LAW, EACH PARTY HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM.

18.7 Time Limitation

Any claim arising out of or relating to these Terms or the Platform must be brought within one (1) year after the cause of action arises, or be forever barred, except where prohibited by applicable law.

19. Force Majeure

Supreme Dealer shall not be liable for any failure or delay in performance under these Terms to the extent caused by events beyond its reasonable control, including without limitation acts of God, natural disasters, fires, floods, earthquakes, hurricanes, pandemics or epidemics, war, terrorism, civil unrest, government actions, labor disputes, internet or telecommunications outages, denial-of-service attacks, failures of third-party service providers, or power outages. Supreme Dealer shall use commercially reasonable efforts to resume performance as soon as practicable.

20. General Provisions

20.1 Entire Agreement

These Terms, together with the Privacy Policy and any order form or written addendum signed by both parties, constitute the entire agreement between you and Supreme Dealer with respect to the Platform and supersede all prior or contemporaneous agreements, communications, and proposals, whether oral or written.

20.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or if not possible, severed, and the remaining provisions shall remain in full force and effect.

20.3 No Waiver

No failure or delay by Supreme Dealer to exercise any right or remedy under these Terms shall operate as a waiver thereof. No waiver shall be effective unless in writing and signed by Supreme Dealer.

20.4 Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without the prior written consent of Supreme Dealer. Any attempted assignment without such consent shall be null and void. Supreme Dealer may freely assign or transfer these Terms without restriction, including in connection with a merger, acquisition, reorganization, or sale of assets.

20.5 Relationship of the Parties

The parties are independent contractors. Nothing in these Terms creates any agency, partnership, joint venture, employment, or franchise relationship between the parties.

20.6 Third-Party Beneficiaries

There are no third-party beneficiaries to these Terms.

20.7 Notices

Notices to Supreme Dealer must be sent to Legal@supremedealer.com and, for legal notices, also by certified mail to Supreme Dealer LLC, 1209 Mountain Road Pl NE, Ste R, Albuquerque, NM 87110. Notices to you may be sent to the email address associated with your account and shall be deemed given upon transmission.

20.8 Headings

Section headings are for convenience only and do not affect the interpretation of these Terms.

20.9 Construction

The words "including," "include," and "includes" shall be deemed to be followed by the words "without limitation." Any ambiguity in these Terms shall not be construed against the drafter.

20.10 Export Compliance

You shall comply with all applicable export and re-export control laws and regulations of the United States and Canada, and shall not access or use the Platform from any embargoed country or in violation of any applicable trade sanctions.

20.11 Electronic Communications and Signatures

You consent to receive all communications, agreements, notices, and disclosures from Supreme Dealer electronically, and you agree that electronic acceptance, including by clicking "I Agree" or by continued use of the Platform, has the same legal effect as a handwritten signature.

21. SMS / Text-Messaging Terms

These SMS Terms apply to text (SMS / MMS) messages Supreme Dealer sends to phone numbers you submit through forms on supremedealer.com (including the demo request form) or through the Platform, after you affirmatively opt in. By providing a phone number and checking the SMS opt-in box, you agree to this Section 21.

21.1 Program Description

The Supreme Dealer SMS program sends transactional and informational messages to dealership representatives who have opted in, including (without limitation) demo scheduling confirmations and reminders, account notifications, billing alerts, product updates, and replies to support inquiries.

21.2 Consent

You consent to receive SMS messages from Supreme Dealer at the mobile number you provide when you check the SMS opt-in box on our website or otherwise expressly opt in through the Platform. Consent to receive SMS messages is not a condition of purchasing any product or service from Supreme Dealer. You represent that you are the subscriber or authorized user of the mobile number you submit.

21.3 Message Frequency

Message frequency may vary based on your account activity, demo schedule, and the type of communications you have opted in to receive. Typical volume ranges from a single confirmation message to a few messages per week during active onboarding or account-management periods.

21.4 Message and Data Rates

Message and data rates may apply to every text message sent or received as part of this program. Charges are billed by, and payable to, your mobile carrier under your plan. Supreme Dealer is not responsible for any carrier charges. If you have questions about your messaging plan or data plan, contact your wireless provider directly.

21.5 Opt-Out (STOP)

You may cancel the SMS program at any time by replying STOP to any message we send you. After you reply STOP, you will receive a one-time confirmation that you have been unsubscribed; after that, we will not send further SMS messages to that number unless you re-enroll. To re-enroll, reply START or submit a new opt-in through our website.

21.6 Help (HELP)

For help with the SMS program, reply HELP to any message we send you or email Help@supremedealer.com. We will respond with information on how to contact Supreme Dealer and how to manage your SMS preferences.

21.7 Supported Carriers

The SMS program is available on major U.S. wireless carriers, including AT&T, T-Mobile, Verizon Wireless, Sprint, Boost, Cricket, MetroPCS, U.S. Cellular, and others. Wireless carriers are not liable for delayed or undelivered messages.

21.8 No Sale or Sharing of Phone Numbers or SMS Consent

Phone numbers and SMS consent data are collected and used solely to deliver the messages described in this Section 21. Supreme Dealer does not sell, rent, share, or otherwise transfer phone numbers or SMS consent data to any third party, vendor, affiliate, or other outside entity for marketing or promotional purposes. This applies to all SMS originator opt-in data. Further detail is described in our Privacy Policy.

21.9 Privacy

Information collected through the SMS program is handled in accordance with our Privacy Policy. By opting in, you acknowledge that you have read and agree to the Privacy Policy.

21.10 Changes to the SMS Program

Supreme Dealer may modify, suspend, or discontinue the SMS program at any time. Material changes to this Section 21 will be communicated as set forth in Section 16.1.

21.11 Contact for SMS

Questions about the SMS program may be sent to Help@supremedealer.com or by writing to Supreme Dealer LLC at the address in Section 22.

22. Contact Information

If you have any questions about these Terms, please contact us at the appropriate channel below:

Supreme Dealer LLC 1209 Mountain Road Pl NE, Ste R Albuquerque, NM 87110 United States

Sales, demo, and product inquiries: Sales@supremedealer.com Technical support, set-up, and general assistance: Help@supremedealer.com Billing, cancellations, and payment disputes: Billing@supremedealer.com Legal notices, privacy requests, and arbitration: Legal@supremedealer.com