AutoAttach Master Subscription Agreement

Effective: August 25, 2026. This version supersedes all prior versions.

This Master Subscription Agreement (the "MSA") is between Auto Attach LLC, a Florida limited liability company ("Provider"), and the dealership identified on the applicable Order Form (the "Dealer"). The Order Form, this MSA, the Data Security Exhibit, the SLA Exhibit, and, where applicable, the Equipment Lease Agreement together form the agreement between the parties (the "Agreement"). Dealer accepts the Agreement by signing an Order Form, by using the Services, or by continuing to use the Services after notice of a change to these terms. If the documents conflict, the Order Form controls, then this MSA, then the exhibits.

1. Services

1.1 Platform. Provider will make the AutoAttach accessory presentation platform (the "Platform") available to Dealer over the internet for the term stated on the Order Form. The Platform, related onboarding, support, and any optional device lease are the "Services."

1.2 Onboarding. Onboarding covers initial account configuration, inventory feed connection, accessory catalog setup, dealer theme, and user training as described in the Order Form. Provider targets go-live within seven (7) business days of onboarding kickoff, subject to Dealer providing timely access and information.

1.3 Changes. Provider may modify the Platform's features and functionality from time to time, provided the changes do not materially reduce the core functionality Dealer subscribed to. Provider may decline any request that is unlawful or outside the scope of the Services.

2. Fees and Payment

2.1 Fees. Fees are stated on the Order Form. The onboarding fee is one-time and non-refundable. Subscription and device lease fees are billed monthly in advance beginning on the go-live date.

2.2 Term commitment. Where the Order Form specifies a 12-month agreement, Dealer commits to twelve (12) consecutive monthly payments. Monthly billing does not change the commitment. If Dealer terminates a 12-month agreement early for any reason other than Provider's uncured material breach, all remaining monthly fees through the end of the term become immediately due.

2.3 Fee adjustments. Provider may adjust subscription fees at renewal with at least thirty (30) days' written notice. Provider may pass through taxes, surcharges, or regulatory fees it is required to collect. Additional rooftops, devices, or modules are billed at Provider's then-current rates.

2.4 Dealer delay. If Dealer's failure to provide access, feed credentials, or other cooperation delays go-live, subscription fees begin no later than thirty (30) days after the Order Form is signed.

2.5 Payment terms. Invoices are due on the date stated on the invoice. Amounts not paid when due accrue a late charge of 1.5% per month or the maximum lawful rate, whichever is less. Dealer must raise any good-faith invoice dispute in writing before the due date; undisputed amounts remain payable. Provider will credit any amount later determined to have been overbilled against the following invoice.

2.6 Suspension. If Dealer is more than ten (10) business days past due after written notice, Provider may suspend access to the Platform until the account is current. A reactivation fee equal to one month's subscription applies. Suspension does not relieve Dealer of the term commitment.

2.7 Taxes. Fees exclude sales, use, and similar taxes. Dealer is responsible for any such taxes other than taxes on Provider's income.

2.8 Off-boarding. On termination, Provider will make Dealer's accessory records and reporting data available for export in a standard format for thirty (30) days. Custom data work is billable at Provider's then-current hourly rate.

3. Term and Termination

3.1 Term. This MSA begins on the Order Form effective date and continues until all Order Forms have expired or been terminated.

3.2 Renewal. A 12-month agreement renews month-to-month at the end of the initial term. A month-to-month agreement renews monthly. Either may be cancelled on thirty (30) days' written notice after any minimum commitment has been satisfied.

3.3 Termination for cause. Either party may terminate on written notice if the other materially breaches the Agreement and does not cure within thirty (30) days of notice. Provider may terminate immediately if Dealer's use of the Platform violates law or Section 6.

3.4 Effect. On termination, Dealer's access ends, unpaid fees (including any remaining term commitment) become due, and any leased devices must be returned under Section 7.

4. Intellectual Property

4.1 Provider ownership. Provider owns the Platform, its software, designs, workflows, templates, configurations, documentation, and all improvements and derivatives ("Provider Technology"). Nothing in the Agreement transfers ownership to Dealer. Dealer receives a limited, non-exclusive, non-transferable right to use the Platform for its internal dealership operations during the term.

4.2 Dealer data. Dealer owns its inventory data, customer information, accessory pricing, and content it uploads ("Dealer Data"). Dealer grants Provider a license to host, process, and display Dealer Data as needed to provide the Services, and to use de-identified, aggregated data for analytics and product improvement.

4.3 Restrictions. Dealer will not copy, modify, reverse engineer, or create derivative works of the Platform; resell, sublicense, or provide access to any third party; use the Platform to build a competing product; or remove any proprietary notices.

4.4 Feedback. Provider may freely use any suggestions or feedback Dealer provides without obligation.

5. Confidentiality

Each party will protect the other's non-public business, technical, and pricing information with reasonable care and use it only to perform under the Agreement. Confidential information excludes information that is public through no fault of the recipient, already known to the recipient, independently developed, or lawfully received from a third party. Disclosure required by law is permitted with prompt notice where lawful. Provider's pricing and Platform design are Provider confidential information; Dealer Data is Dealer confidential information. Provider may identify Dealer as a customer by name and logo in marketing unless Dealer opts out in writing.

6. Dealer Responsibilities

6.1 Cooperation. Dealer will designate a primary contact, provide inventory feed access (vAuto, HomeNet, or equivalent), supply accurate accessory and pricing information, and provide the internet connectivity and devices needed to use the Platform.

6.2 Accounts and users. Dealer is responsible for its users' actions and for keeping credentials secure. Dealer will notify Provider promptly of any unauthorized access.

6.3 Lawful use. Dealer is responsible for the accuracy of pricing, disclosures, and offers presented to consumers through the Platform and for compliance with advertising, consumer protection, and dealer licensing laws applicable to Dealer. Provider does not provide legal or compliance advice.

6.4 Third-party services. The Platform depends on third-party services (inventory feed providers, hosting, device management). Provider is not responsible for outages or changes caused by those providers. Dealer's relationship with its feed provider is governed by that provider's terms.

6.5 Security. Dealer will maintain reasonable security on its own network and devices used to access the Platform.

7. Leased Devices

If the Order Form includes a managed device lease, the following applies in addition to the Equipment Lease Agreement.

Provider owns all leased devices and retains title. Devices are enrolled in Provider's device management and may not be removed from management, wiped, jailbroken, or altered. Dealer will use devices only for the Platform and related dealership functions, keep them in good condition, and is responsible for loss, theft, or damage beyond normal wear at replacement cost. Provider will replace devices that fail under normal use. Dealer will return all devices within fourteen (14) days after termination in the packaging and manner Provider specifies; unreturned devices are billed at replacement cost. Device lease terms are coterminous with the subscription term.

8. Warranties and Disclaimers

8.1 Provider warranty. Provider warrants that the Platform will perform materially in accordance with its documentation and that the Services will be provided in a professional manner. Dealer's sole remedy for breach is correction of the non-conformity or, if Provider cannot correct it within a reasonable time, termination and refund of prepaid fees for the unused portion of the term.

8.2 Disclaimer. EXCEPT AS STATED IN SECTION 8.1, THE SERVICES ARE PROVIDED "AS IS." PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT THAT THE PLATFORM WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT IT WILL PRODUCE ANY PARTICULAR SALES RESULT.

9. Limitation of Liability

PROVIDER'S TOTAL LIABILITY UNDER THE AGREEMENT WILL NOT EXCEED THE FEES DEALER PAID TO PROVIDER IN THE SIX (6) MONTHS BEFORE THE CLAIM AROSE. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY. THESE LIMITS DO NOT APPLY TO DEALER'S PAYMENT OBLIGATIONS, EITHER PARTY'S BREACH OF SECTION 5, OR A PARTY'S INDEMNIFICATION OBLIGATIONS.

10. Indemnification

10.1 By Dealer. Dealer will defend and indemnify Provider against third-party claims arising from Dealer Data, Dealer's pricing or consumer disclosures, Dealer's violation of law, or Dealer's misuse of the Platform.

10.2 By Provider. Provider will defend and indemnify Dealer against third-party claims that the Platform, as provided by Provider and used in accordance with the Agreement, infringes a United States patent, copyright, or trademark. Provider may modify or replace the Platform or, if neither is commercially reasonable, terminate and refund prepaid unused fees. This does not apply to claims arising from Dealer Data, Dealer modifications, or combinations with third-party products.

10.3 Procedure. The indemnified party must give prompt notice, allow the indemnifying party to control the defense, and cooperate reasonably.

11. Data Protection

Provider will maintain the security measures described in the Data Security Exhibit. Dealer will not submit data subject to specific regulatory regimes (for example, GLBA nonpublic personal information beyond what is needed for accessory presentation) without a written agreement addressing that data. Each party will comply with data protection laws applicable to it.

12. Dispute Resolution

The parties will attempt in good faith to resolve any dispute within sixty (60) days. Unresolved disputes will be settled by binding arbitration under the American Arbitration Association's Commercial Rules before one arbitrator in Sarasota County, Florida, conducted in English. The arbitrator may not award punitive damages. Provider may seek injunctive relief or collection of unpaid fees in state or federal court. The prevailing party in any dispute is entitled to reasonable attorneys' fees. Except for Provider's non-payment claims, claims must be brought within one (1) year after the cause of action accrues. Both parties will continue to perform during any dispute.

13. Insurance

Dealer will maintain commercial general liability insurance of at least $1,000,000 per occurrence. Provider will maintain professional and cyber liability insurance of at least $1,000,000 in the aggregate.

14. Non-Solicitation

During the term and for twelve (12) months after, neither party will solicit for employment or engagement any employee or contractor of the other with whom it had contact under the Agreement, without written consent.

15. General

Notices. Written notices go to the addresses on the Order Form by email with confirmation, courier, or certified mail, and are effective on delivery.

Force majeure. Neither party is liable for delays caused by events beyond its reasonable control, excluding payment obligations.

Assignment. Dealer may not assign the Agreement without Provider's written consent. Provider may assign to an affiliate or successor in a merger, acquisition, or sale of substantially all assets.

Subcontractors. Provider may use subcontractors and remains responsible for their performance.

Amendment. Provider may update this MSA and exhibits by posting a revised version and giving Dealer thirty (30) days' notice; changes to fees or term commitments require a signed Order Form or written amendment.

Governing law. Florida law governs, without regard to conflict-of-law rules. Venue for any court action is Sarasota County, Florida.

Waiver; severability. Failure to enforce a provision is not a waiver. If any provision is unenforceable, the rest remains in effect.

Survival. Sections 2, 4, 5, 7, 8.2, 9, 10, 12, and 15 survive termination.

Independent contractors. The parties are independent contractors.

Entire agreement. This MSA, the Order Form, and the exhibits are the entire agreement and supersede all prior discussions. Dealer purchase order terms do not apply. No ambiguity is construed against the drafter.

Auto Attach LLC | autoattach.com | Sarasota County, Florida