Terms of Service

1. NetDealer DMS

NetDealer DMS is a dealer management software platform designed primarily for independent automobile dealerships and Buy Here Pay Here ("BHPH") dealerships.

Depending on the subscription, configuration, and features enabled, NetDealer may provide functionality related to dealership operations, including vehicle inventory, customer information, deals and contracts, accounts, payments, collections, reporting, document management, and related dealership workflows.

Certain features may be provided through web applications, mobile applications, customer-facing portals, integrations, or third-party services.

Features may be added, modified, improved, or discontinued from time to time.

2. Eligibility and Authority

The Service is intended for legitimate business use.

You represent that:

• (a) you are legally capable of entering into this agreement;
• (b) you have authority to act for the dealership or organization associated with the subscription; and
• (c) information provided to TEKS is accurate and current.

3. Customer Account

Customer is responsible for maintaining accurate account information and for controlling access to its NetDealer account.

Customer is responsible for all authorized users operating under its account and for promptly notifying TEKS of suspected unauthorized access.

Login credentials may not be shared with unauthorized persons.

Customer is responsible for determining which employees, contractors, or other personnel should have access to the Service.

4. Subscription

Unless otherwise stated in an applicable order, promotion, quote, or subscription plan, NetDealer subscriptions are provided on a month-to-month basis.

The subscription automatically renews for successive monthly billing periods until canceled in accordance with these Terms.

TEKS may offer other subscription arrangements in the future, including annual plans, fixed-term plans, promotional plans, or individually negotiated subscriptions. Terms applicable to such plans may differ from the standard month-to-month subscription.

5. Fees and Billing

Customer agrees to pay the subscription fees displayed or otherwise agreed upon when subscribing to NetDealer.

Subscription charges are billed in advance on a recurring basis.

Customer authorizes TEKS and its payment processor to charge the payment method provided for recurring subscription fees and other authorized charges associated with the Service.

Payment processing may be provided by Authorize.Net or another payment processor selected by TEKS.

TEKS does not require Customer to provide payment-card information directly to TEKS when payment information is collected through a hosted or tokenized payment service.

Customer is responsible for maintaining a valid payment method.

6. Promotional Pricing

TEKS may offer promotional pricing or promotional subscription terms to eligible customers.

Promotional offers may be:

• available for a limited period;
• limited to a certain number or category of customers;
• subject to eligibility requirements; and
• modified or discontinued for future customers.

Unless expressly stated otherwise in writing, promotional pricing does not constitute a lifetime price guarantee.

The promotional price or terms applicable when Customer subscribes will be identified during the subscription process or in the applicable written offer.

7. Price Changes

TEKS reserves the right to change subscription pricing, fees, or plan structures.

For existing customers, TEKS will provide at least thirty (30) days' advance notice before a material subscription price increase becomes effective, unless a different notice period is required by applicable law or an individually negotiated agreement.

Continued use of the Service after the effective date of the new pricing constitutes acceptance of the updated subscription price, subject to Customer's cancellation rights.

8. Cancellation

Customer may cancel its subscription by providing TEKS at least thirty (30) days' written notice.

Cancellation requests must be submitted using a cancellation method designated by TEKS, which may include email, an account-management feature, or another written method communicated to Customer.

The subscription and Customer's payment obligations remain in effect during the applicable thirty-day notice period.

Because billing is recurring, a scheduled subscription charge may occur during the cancellation notice period.

Cancellation becomes effective after the required notice period and completion of any applicable paid billing period or other contractual commitment.

Customer remains responsible for fees properly incurred before the effective cancellation date.

9. Refunds

Except where required by applicable law or expressly approved in writing by TEKS, subscription fees and other amounts paid to TEKS are non-refundable.

Failure to use the Service does not entitle Customer to a refund.

10. Failed or Late Payments

If payment cannot be processed, TEKS may notify Customer and request an updated payment method.

TEKS may suspend or restrict access to the Service for unpaid balances or repeated payment failures after providing reasonable notice where appropriate.

Suspension does not automatically eliminate amounts already due.

11. Customer Data

As between Customer and TEKS, Customer retains its rights in dealership, customer, vehicle, account, transaction, and other business data submitted to the Service ("Customer Data").

Customer grants TEKS the limited rights necessary to host, process, transmit, back up, and otherwise handle Customer Data for the purpose of providing, maintaining, securing, supporting, and improving the Service.

Customer is responsible for the accuracy and legality of Customer Data and for having the rights, notices, permissions, and consents necessary to provide and process such information through NetDealer.

12. Customer Responsibility and Compliance

Customer is responsible for using NetDealer in compliance with laws and regulations applicable to its dealership and business activities.

NetDealer provides software tools and does not replace Customer's legal, accounting, tax, lending, insurance, regulatory, or compliance professionals.

Customer remains responsible for its business decisions, transactions, contracts, disclosures, collections activities, lending practices, consumer communications, and regulatory compliance.

13. Acceptable Use

Customer and its users may not:

• use NetDealer for unlawful or fraudulent activity;
• attempt unauthorized access to the Service or another customer's data;
• interfere with the security or operation of the Service;
• introduce malware or malicious code;
• reverse engineer the Service except where such restriction is prohibited by law;
• use another customer's credentials or data without authorization;
• resell or sublicense access unless expressly authorized by TEKS; or
• use the Service in a manner that materially harms TEKS, NetDealer, other customers, or the Service infrastructure.

14. Third-Party Services

NetDealer may integrate with or rely upon third-party products and services, including payment processors, communications providers, hosting providers, data providers, and other technology services.

Third-party services may be subject to their own terms, privacy policies, availability, fees, and technical limitations.

TEKS is not responsible for failures caused solely by third-party services outside TEKS's reasonable control.

15. Service Availability

TEKS seeks to provide a reliable Service but does not guarantee that NetDealer will operate without interruption or error at all times.

Maintenance, updates, internet conditions, third-party services, security events, infrastructure issues, or circumstances outside TEKS's reasonable control may temporarily affect availability.

TEKS may perform maintenance and updates as reasonably necessary.

16. Software and Intellectual Property

NetDealer DMS, including its software, interfaces, designs, documentation, branding, underlying technology, and related intellectual property, is owned by TEKS Solutions LLC or its licensors and is protected by applicable intellectual-property laws.

Subject to these Terms and payment of applicable fees, TEKS grants Customer a limited, non-exclusive, non-transferable right to use NetDealer for Customer's internal dealership business operations during the active subscription.

No ownership rights in NetDealer are transferred to Customer.

17. Feedback

If Customer provides suggestions, ideas, or feedback regarding NetDealer, TEKS may use that feedback to improve or develop its products and services without obligation to Customer, provided TEKS does not publicly identify Customer as the source without permission.

18. Suspension and Termination

TEKS may suspend or terminate access if Customer:

• materially breaches these Terms;
• fails to pay amounts due;
• uses the Service unlawfully;
• creates a material security risk; or
• uses the Service in a manner that materially disrupts the Platform.

Where reasonably appropriate, TEKS may provide Customer an opportunity to correct the issue before termination.

Customer remains responsible for amounts properly due before termination.

19. Data Following Termination

Following termination or expiration, Customer access to the Service may end.

Customer is responsible for exporting or obtaining data it requires before termination where export functionality is available.

TEKS may retain Customer Data for a reasonable period for backup, legal, security, accounting, dispute-resolution, or regulatory purposes and may thereafter delete or anonymize it in accordance with its retention practices and applicable law.

20. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NETDEALER IS PROVIDED "AS IS" AND "AS AVAILABLE."

TEKS DISCLAIMS WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE TO THE EXTENT PERMITTED BY LAW.

TEKS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SUITABLE FOR EVERY CUSTOMER'S PARTICULAR LEGAL OR BUSINESS REQUIREMENTS.

21. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TEKS SOLUTIONS LLC AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AND CONTRACTORS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, OR LOSS OF DATA ARISING OUT OF OR RELATING TO THE SERVICE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TEKS'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO NETDEALER OR THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO TEKS FOR NETDEALER DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Some jurisdictions may not allow certain limitations, in which case the limitations apply only to the extent permitted by law.

22. Indemnification

To the extent permitted by law, Customer agrees to defend, indemnify, and hold harmless TEKS Solutions LLC and its affiliates, officers, employees, and contractors from third-party claims, damages, liabilities, costs, and reasonable attorneys' fees arising from:

• Customer's unlawful use of the Service;
• Customer Data supplied by Customer;
• Customer's violation of applicable law;
• Customer's violation of third-party rights; or
• Customer's material breach of these Terms.

23. Changes to These Terms

TEKS may update these Terms from time to time.

For material changes affecting an active subscription, TEKS will provide reasonable advance notice through email, the Service, the website, or another reasonable method.

The updated Terms will identify their effective or last-updated date.

24. Governing Law and Venue

These Terms are governed by the laws of the State of Texas, without regard to conflict-of-law principles.

To the extent permitted by law, disputes arising out of or relating to these Terms or NetDealer will be brought in the state or federal courts having jurisdiction in Tarrant County, Texas, and the parties consent to such jurisdiction and venue.

25. Entire Agreement

These Terms, together with the applicable subscription information, Privacy Policy, and any separately executed agreement between Customer and TEKS concerning NetDealer, constitute the agreement governing Customer's use of the Service.

If Customer and TEKS execute a separate written agreement that expressly conflicts with these Terms, the executed agreement controls to the extent of the conflict.

26. Contact

NetDealer DMS

A product of TEKS Solutions LLC

Arlington, Texas

United States

Email: contactus@netdealerdms.com

Phone: (682) 206-3656