AutoAce, Inc. — SaaS Terms & Conditions
These Terms and Conditions (the "Terms") are incorporated by reference into all Quotations and Order Forms for AutoAce AI software for inbound and outbound voice customer communications and related services executed by a customer identified in an applicable Quotation or Order Form ("Order Form"). The AutoAce software and services to which Customer subscribes in an Order Form, including AutoAce's AI‑driven inbound and outbound voice customer communication platform for automotive dealerships (the "Platform"), will collectively be referred to as the "SaaS Offering" or "Services." These Terms, together with the Order Forms, and any schedules or addenda, constitute the entire agreement (the "Agreement") between AutoAce and the applicable customer ("Customer," and together, the "Parties").
1. SaaS Offering
1.1 License to Use the Platform
Subject to (i) Customer's ongoing compliance with the Agreement and (ii) compliance by Customer's employees, contractors, and agents who are authorized to access and use the SaaS Offering ("Authorized Users"), AutoAce grants Customer a non‑exclusive, non‑transferable, limited right to access and use the SaaS Offering, which consists of AI software that automates and assists inbound and outbound voice customer communications for Customer's dealership, during the Term, solely for Customer's internal dealership operations. Customer will not share logins with unauthorized third parties and will promptly notify AutoAce of any security breach. Customer is solely responsible for the actions of Authorized Users.
1.2 AutoAce's Ownership of the Platform
AutoAce reserves all rights in and to the SaaS Offering (including the Platform and all AI models, algorithms, and voice technologies) not expressly granted in this Agreement. No ownership rights or rights to source code are granted to Customer.
1.3 Limits on Use
Customer shall not: (a) decompile, reverse engineer, disassemble, or otherwise attempt to derive source code for the SaaS Offering; (b) transfer, assign, resell, sublicense, rent, or otherwise distribute the SaaS Offering; (c) create derivative works of the SaaS Offering; (d) provide access to any third party other than Authorized Users; (e) circumvent or disable security or other technical features; or (f) use the SaaS Offering to build or assist in building a competing product or service. Customer will use the SaaS Offering only in compliance with applicable laws and in a manner that does not infringe any third‑party rights.
1.4 Temporary Suspension of Service
AutoAce may suspend Customer's access to the SaaS Offering if Customer breaches the Agreement and does not cure within ten (10) days after notice, or immediately if AutoAce reasonably believes suspension is necessary to prevent unauthorized use or an ongoing violation of law. AutoAce will use commercially reasonable efforts to notify Customer at least 24 hours prior to suspension and will limit suspension to what is necessary.
1.5 Go‑Live Delays Do Not Change Fees
Customer's delays in implementation, configuration, or go‑live will not alter or delay the fees due for the SaaS Offering. All fees on the Order Form remain due as stated.
1.6 Changes to Features and Modules
AutoAce may change or discontinue any module, feature, or functionality of the SaaS Offering (including AI models, integrations, or reporting) at any time upon notice. Any discontinuation of a specific module will be treated as AutoAce's termination for convenience of that module only; all other Services remain in effect.
2. Customer Responsibilities
2.1 Customer Compliance and Data Rights
Customer represents and warrants that it complies, and will continue to comply, with all applicable federal, state, and local laws, rules, and regulations (including privacy, marketing, telemarketing, and consumer protection laws such as the TCPA, CAN‑SPAM, GLBA, and state privacy laws) in its use of the SaaS Offering and in all communications it initiates or authorizes through the Platform. Customer further represents and warrants that all data it uploads or provides to AutoAce (including lead data, call lists, customer records, and any personal information) is collected and used in a legally compliant manner and that Customer has obtained all necessary consents, rights, and authorizations (including any required "opt‑in" consent) to provide such data to AutoAce for use in the SaaS Offering and for AutoAce's AI processing of such data.
2.2 Managing Opt‑Outs and Preferences
Customer is solely responsible for tracking and honoring all consumer "opt‑out," "Do Not Call," "Do Not Email," "Do Not Text," and similar requests in its own systems and any external communications it sends. To the extent Customer uses the SaaS Offering to manage communication lists, preferences, or suppression lists, Customer will ensure such preferences are accurately reflected in the data it provides to AutoAce and properly maintained within the Platform. Customer will not instruct the Platform to place outbound voice calls or send any other communication to any individual who has not provided legally sufficient consent or who has opted out.
2.3 Scripts, Call Flows, and Content
Customer is solely responsible for the content of all scripts, prompts, call flows, voice messages, disclosures, and other communications used or generated through the Platform, whether used for inbound or outbound interactions. AutoAce does not provide legal or compliance advice regarding such content. Customer must ensure that all such content and flows comply with applicable law and OEM, lender, and brand guidelines, where applicable.
2.4 Providing Offline or Historical Data
Where Customer provides non‑electronic data applicable to the SaaS Offering (e.g., historical sales, F&I, parts & service, or call records to be imported), Customer will provide such data in a timely manner and in a mutually agreed format.
2.5 Changes in Systems or Vendors
Customer will promptly notify AutoAce of any changes to its personnel, systems, or infrastructure that could affect AutoAce's ability to provide the SaaS Offering (for example, changes to DMS, CRM, telephony providers, or data‑feed providers) and will provide at least thirty (30) days' advance notice of such changes where reasonably possible.
2.6 Security of Logins and Systems
Customer shall adopt and maintain reasonable and appropriate security measures to protect its IT environment, the confidentiality of its access credentials, and its access to the SaaS Offering against malicious code, unauthorized access, and tampering. Customer is responsible for all activity occurring under its accounts.
2.7 Responsibility for Dealer Law Compliance
Customer is solely responsible for compliance with all dealership‑related laws and regulations, including but not limited to advertising rules, telemarketing restrictions, credit and finance disclosures, and recordkeeping requirements. Customer remains solely responsible for its selection and use of data, its consumer targeting, offers, and any content or communications it creates, approves, or generates using the SaaS Offering.
3. Third‑Party Software and Integrations
3.1 Use of Third‑Party Tools
"Third‑Party Software" means software or services owned by third parties that are embedded in, accessed through, or used with the SaaS Offering (for example, DMS connectors, telephony carriers, transcription services, analytics tools, and other integrations).
3.2 Third‑Party Terms Control
Where Customer elects to use Third‑Party Software with the SaaS Offering, such Third‑Party Software will be subject solely to the applicable third‑party terms and conditions. AutoAce makes no representations or warranties regarding Third‑Party Software and has no responsibility or liability with respect to it beyond making it available for Customer's use as described in the Order Form.
4. Data Access and Use
4.1 Access to Customer Systems and DMS
Customer authorizes AutoAce to access Customer's systems (including, where applicable, Customer's DMS, CRM, telephony systems, or other systems maintained on Customer's behalf) solely to retrieve, process, and return data needed to provide the SaaS Offering. Customer will execute any forms or authorizations required by its data providers or vendors to allow such access.
4.2 How AutoAce Uses Customer Data
AutoAce may access and use Customer's data only to: (a) provide, operate, support, and maintain the SaaS Offering (including inbound and outbound voice communications and related AI services); (b) integrate with Customer's systems; and (c) maintain, improve, and enhance the SaaS Offering and underlying AI models in accordance with this Agreement.
4.3 Your Authority to Share Data
Customer will not provide data to AutoAce unless Customer has all necessary rights and permissions to do so and to authorize AutoAce to process such data as contemplated by the Agreement, including any AI‑based analysis, routing, scoring, or automation.
4.4 If Integrations Break
If a third‑party system (such as a DMS or telephony provider) changes in a way that breaks an integration, AutoAce will have thirty (30) days to attempt to restore the integration. If AutoAce cannot restore it within that period, Customer may terminate the affected module on notice; AutoAce will have no further liability regarding that module.
4.5 Integration and Data‑Related Fees
Customer acknowledges that certain integration, data acquisition, or telephony‑related fees may apply and are necessary to provide the SaaS Offering. AutoAce may pass through increases in third‑party costs and may increase such fees by notice or invoice as permitted by the Agreement; Customer agrees to pay such fees as invoiced.
4.6 Use of Aggregated and De‑Identified Data
Customer acknowledges that AutoAce may aggregate and de‑identify Customer data and usage information to generate analytics and "Resultant Data," and may use such Resultant Data to enhance the SaaS Offering, develop new products and AI models, and compile statistics, provided it does not identify Customer or any individual.
5. Fees and Payment
5.1 When Fees Are Due
Customer will pay all non‑recurring fees within thirty (30) days of the Effective Date unless otherwise stated in the Order Form. Recurring fees (e.g., monthly SaaS subscription fees) are due on the recurrence schedule specified in the Order Form (for example, monthly in advance).
5.2 Usage‑Based Charges
Where fees are based on usage or volume (for example, per minute, per call, per agent, or per location), AutoAce will invoice monthly for actual usage or counts, and Customer agrees to pay based on actual usage, even if it differs from any estimates.
5.3 Late Payments and Suspension
Any unpaid amounts may incur late charges (e.g., the greater of 1% per month or a fixed late fee, as specified in the Order Form). If any undisputed fees remain unpaid after the cure period stated in the Agreement, AutoAce may suspend Customer's access to the SaaS Offering until all overdue amounts (including any reconnection fees, if specified) are paid.
5.4 Taxes
Fees are exclusive of all taxes, levies, and duties. Customer is responsible for all applicable taxes (excluding AutoAce's income taxes).
6. Data Privacy and Security
6.1 AutoAce Security Measures
AutoAce will use commercially reasonable efforts to safeguard Customer data, including administrative, physical, and technical measures designed to prevent unauthorized access, destruction, or alteration.
6.2 Sharing Data with Providers
AutoAce may share Customer data with authorized subcontractors and service providers (such as hosting, telephony, transcription, and analytics providers) only as necessary to provide the SaaS Offering, enable third‑party services requested by Customer, or as required by law.
6.3 Customer's Security Duties
Customer represents and warrants that any data it sends through or stores in the SaaS Offering is free of malicious code and that it has provided any legally required notices to end consumers regarding data sharing and the use of AI‑driven communications. Customer is responsible for securing its environment and access points, including local devices and networks.
6.4 Compliance with Privacy Laws
Where applicable (e.g., under the California Consumer Privacy Act or similar laws), AutoAce will act as a "service provider" or similar role with respect to Customer's personal data and will not retain, use, or disclose such data except as allowed under the Agreement and applicable law.
7. Confidentiality and Intellectual Property
7.1 What Counts as Confidential Information
"Confidential Information" includes any non‑public business, technical, or financial information disclosed by one Party to the other, including software, code, AI models, algorithms, business methods, and Customer data.
7.2 Confidentiality Obligations
The receiving Party will use the disclosing Party's Confidential Information only as needed to perform under the Agreement, protect it with at least reasonable care, limit access to those with a need to know, and not disclose it to third parties except as permitted.
7.3 Ownership and Use of Customer Data
As between the Parties, Customer owns all Customer data it provides. Customer grants AutoAce a license to use such data as reasonably necessary to provide, operate, support, and improve the SaaS Offering, including AI training and optimization in aggregated or de‑identified form, as permitted by law and this Agreement.
7.4 Ownership of AutoAce IP
AutoAce owns all rights in the SaaS Offering, the Platform, AI models and algorithms, related technology and documentation, and all enhancements and derivative works. Customer assigns to AutoAce any feedback or suggestions relating to the SaaS Offering and will execute documents reasonably requested to confirm such ownership.
8. Indemnification
8.1 Customer's Indemnity in Favor of AutoAce
Customer will defend, indemnify, and hold harmless AutoAce from and against any third‑party claims, damages, losses, and expenses arising out of or related to: (i) Customer's breach of the Agreement; (ii) Customer's violation of law (including telemarketing, privacy, or consumer‑protection laws) in connection with its use of the SaaS Offering; or (iii) Customer's data, content, call lists, scripts, or instructions, including any alleged misuse or unauthorized disclosure where AutoAce's processing is as contemplated by the Agreement.
8.2 AutoAce's IP Indemnity
AutoAce will defend Customer against any third‑party claim alleging that the SaaS Offering, as provided by AutoAce and used in accordance with this Agreement, infringes a U.S. patent, copyright, or trade secret, and will pay any damages or settlement amounts that are finally awarded against Customer for such claim. AutoAce's obligations do not apply to claims arising from Customer's misuse, modification not made by AutoAce, or combination with non‑AutoAce products or data.
8.3 Handling Indemnified Claims
The indemnified Party must promptly notify the indemnifying Party of any claim, grant the indemnifying Party sole control of the defense and settlement, and provide reasonable cooperation at the indemnifying Party's expense. Failure to provide prompt notice reduces indemnification only to the extent the indemnifying Party is materially prejudiced.
9. Disclaimers and Limitations
9.1 No Warranties Beyond the Contract
EXCEPT AS EXPRESSLY SET FORTH IN THE ORDER FORM, THE SAAS OFFERING (INCLUDING THE AI‑BASED INBOUND AND OUTBOUND VOICE COMMUNICATION FEATURES) IS PROVIDED "AS IS" AND "AS AVAILABLE," AND AUTOACE DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON‑INFRINGEMENT. AUTOACE DOES NOT WARRANT THAT THE SAAS OFFERING OR ANY AI OUTPUT WILL BE ERROR‑FREE OR UNINTERRUPTED, OR THAT IT WILL PRODUCE ANY PARTICULAR SALES, LEADS, PROFIT, OR PERFORMANCE RESULTS.
9.2 Cap on AutoAce's Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, AUTOACE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATED TO THE AGREEMENT OR USE OR INABILITY TO USE THE SAAS OFFERING, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. AUTOACE'S AGGREGATE LIABILITY UNDER THE AGREEMENT SHALL NOT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO AUTOACE UNDER THE AGREEMENT DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
9.3 Customer Assumes Business Risk
Customer acknowledges that it is solely responsible for its business decisions, pricing, offers, disclosures, and any communications it creates, approves, or generates using the SaaS Offering, including all inbound and outbound voice interactions, and that Customer uses the SaaS Offering, and relies on AI outputs, at its own risk.
10. Term and Termination
10.1 Term of the Agreement
The term of this Agreement begins on the Effective Date identified in the initial Order Form and continues for the period specified therein for each SaaS module.
10.2 Renewals
Unless otherwise stated, each module automatically renews for successive terms equal to the initial term at AutoAce's then‑current rates, unless either Party gives at least thirty (30) days' prior written notice of non‑renewal.
10.3 Termination for Breach
Either Party may terminate this Agreement or any affected module for cause if the other Party materially breaches the Agreement and does not cure within thirty (30) days after written notice. AutoAce may terminate immediately for any material violation of AutoAce's intellectual property rights, security obligations, or applicable law in connection with the SaaS Offering.
10.4 Termination by AutoAce for Convenience
AutoAce may terminate the Agreement or any module for convenience upon thirty (30) days' written notice. In such case, AutoAce will refund any prepaid, unused fees for the terminated portion of the applicable term.
10.5 What Happens When the Agreement Ends
Upon termination or expiration, Customer's access and license to the SaaS Offering immediately cease, and all outstanding fees become due. If termination is for cause by AutoAce, recurring fees for the remainder of the then‑current term may become immediately due if specified in the Order Form.
11. General
11.1 Independent Contractors
The Parties are independent contractors; nothing in this Agreement creates a partnership, joint venture, franchise, or agency relationship.
11.2 How to Send Notices
Notices will be in writing and delivered by personal delivery, overnight courier, certified mail, or email (with confirmation), effective upon receipt, to the addresses in the applicable Order Form or as otherwise designated in writing.
11.3 Assignment of the Agreement
Customer may not assign or transfer this Agreement without AutoAce's prior written consent. AutoAce may assign or transfer this Agreement, in whole or in part, to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets without Customer's consent.
11.4 Events Beyond Our Control
AutoAce is not liable for delays or failures in performance due to events beyond its reasonable control, including natural disasters, acts of government, labor disputes, Internet or telecommunications outages, or failures of third‑party providers.
11.5 No Third‑Party Rights
There are no third‑party beneficiaries to this Agreement.
11.6 Delaware Law and Courts
This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts‑of‑law principles. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in New Castle County, Delaware.
11.7 If a Clause Is Invalid
If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Failure to enforce any provision will not constitute a waiver of that or any other provision.
11.8 Entire Agreement and Conflicts
This Agreement (including these Terms and all Order Forms) is the entire agreement between the Parties regarding the SaaS Offering and supersedes all prior and contemporaneous agreements or understandings, whether written or oral, relating to its subject matter. In the event of a conflict between these Terms and an Order Form, the Order Form will control solely with respect to the conflicting term if it clearly states that it is overriding these Terms.