Updated as of January 17, 2025

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PureCars Technologies, LLC, a Delaware limited liability company and/or its Affiliates including The Autominer, LLC) with an address of 931 Monroe Drive NE, Suite A102 #359, Atlanta, GA 30308 (“PureCars”) and the Customer entity identified in an ordering document (“Customer”) enter into and agree to be bound by these PureCars Terms and Conditions (these “PureCars Terms” or “Terms”). The capitalized terms not defined below will have the meanings set forth in Exhibit A attached hereto.

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1. SERVICES.

1.1 Services. Subject to the terms and conditions set forth in these PureCars Terms, PureCars will make the Services and PureCars Content available to Customer pursuant to these Terms and an ordering document or enrollment form executed by Customer and PureCars or one of PureCars’ Affiliates (“Order Form”), all on a non-exclusive, non-transferable, non-sublicensable basis, during the Term. Subject to the terms and conditions set forth in these PureCars Terms, Customer may use the Services solely in connection with Customer’s internal business purposes, and (if applicable) at the physical location specified in an Order Form (including specified rooftop per dealership, if applicable) solely to support the use of the Services under these PureCars Terms.

1.2 Limitation on Use. Except as expressly set forth in these PureCars Terms or in an Order Form, PureCars Products and PureCars Content may not be used in any other manner or for any other purpose. In particular, Customer shall not: (i) repackage any of the PureCars Products or PureCars Content under any other name, mark or brand, nor may Customer sell, license or otherwise provide any PureCars Products or PureCars Content to any third party on a periodic or continuing basis, except as expressly permitted herein; (ii) deconstruct, disassemble, or reserve engineer any of the PureCars Products or PureCars Content, or otherwise attempt to learn the source code, structure, algorithms or ideas underlying the PureCars Products or PureCars Content; (iii) create derivative works of the PureCars Products or PureCars Content; or (iv) allow or assist a third party to do any of the foregoing. In addition, except to the extent expressly permitted under these PureCars Terms, Customer shall not be permitted to rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Services, the PureCars Products, any PureCars Content, or any Customer Work Product to any person or entity, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service.

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2. CUSTOMER RESPONSIBILITIES.

2.1 Use. Customer will be responsible for designating from time to time which of its personnel (or the personnel of its clients) are to be authorized to use the Services. Except as expressly set forth in these Terms or an Order Form, Customer may not allow any person or entity to use or access the Services, PureCars Products, or PureCars Content except by Customer’s authorized users. Use of the Services, PureCars Products, or PureCars Content under these PureCars Terms may be subject to use or geographic limitations set forth in an Order Form. Customer is solely responsible for any configuration of the Services and any electronic forms, materials, communications, content, and processes selected by Customer for use in or in connection with the Services. Subject to PureCars' compliance with Section 3 of these PureCars Terms, Customer is solely responsible for and will ensure that use or disclosure of any Customer Content or Customer Work Product in accordance with these PureCars Terms complies with Applicable Laws, including any required notices or consents. Customer is solely responsible for any use of the Services, PureCars Products, and/or PureCars Content by Customer, and Customer will ensure that any of its process, action or decision does not violate any Applicable Laws. Customer will notify PureCars promptly upon becoming aware of any unauthorized or improper use of the Services, PureCars Products, and/or PureCars Content.

2.2 Customer Systems. Customer has and will retain sole responsibility for: (a) all Customer Content, including its content, use and collection; (b) all information, instructions, and materials provided by or on behalf of Customer in connection with the Services; (c) Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services (”Customer Systems”); (d) the security and use of Customer’s access credentials; and (e) all access to and use of the Services, PureCars Products, and PureCars Content, directly or indirectly by or through the Customer Systems or its access credentials, with or without Customer’s knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.

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3. CUSTOMER CONTENT AND CUSTOMER WORK PRODUCT; USER DATA.

3.1 Data Use and Disclosure. PureCars may use Customer Content, Customer Work Product and Customer Systems only for the purpose of providing the Services and related services under these PureCars Terms, or as otherwise permitted in these PureCars Terms. Notwithstanding anything to the contrary in these PureCars Terms, PureCars may use and disclose Customer Content and Customer Work Data as reasonably necessary to comply with Applicable Laws, cooperate with law enforcement agencies, or attempt to prevent or respond to illegal conduct, fraud, abuse, or a threat to the security or integrity of systems or data, including the Services, the PureCars Products, Customer Content, or Customer Work Product. In addition, PureCars may derive or create benchmarking, transactional, or performance information, and other forms of statistics or analytics on an aggregated basis from Customer Content or Customer’s use of the Services.

3.2 Right to Customer Data. Customer represents and warrants that it has a right to use and provide PureCars with the Customer Content entered, imported, uploaded, transferred into, and/or used with the Services and/or the PureCars Products.

3.3 Generative AI. The Parties acknowledge that PureCars (through The Autominer, LLC) may incorporate certain generative artificial intelligence tools or technologies (“Rylie AI Conversations”) in the provision of the Services. By using the Services, Customer agrees to the following terms regarding the use of the Rylie AI Conversations: (a) Inputs provided to Rylie AI Conversations by or on behalf of Customer as part of the Services may be processed to generate outputs. PureCars agrees not to use, retain, or disclose such inputs or outputs except as necessary to provide the Services or as required by Applicable Laws; and (b) Customer is responsible for ensuring that its use of Rylie AI Conversations outputs complies with Applicable Laws, including, but not limited to, intellectual property, advertising, anti-discrimination, and data privacy laws. FOR AVOIDANCE OF DOUBT, THIS MEANS THAT, IF REQUIRED, CUSTOMER  SHALL ENSURE THAT IT CLEARLY AND CONSPICUOUSLY DISCLOSES TO ANY PERSON WITH WHOM RYLIE AI CONVERSATIONS INTERACTS, IF ASKED OR PROMPTED BY THE PERSON, THAT THE PERSON IS INTERACTING WITH GENERATIVE ARTIFICIAL INTELLIGENCE AND NOT A HUMAN.

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4. PAYMENT.

4.1 Fees and Expenses. In consideration of the rights granted herein, Customer shall pay any charges or fees within ten (10) days from invoice date or as otherwise set forth in an Order Form ( “Fees”), on terms set forth in an Order Form. All fees paid under these PureCars Terms, including each of the Fees, are non-refundable. PureCars reserves the right to increase Fees under these PureCars Terms by giving Customer at least sixty (60) days prior written notice of such increase.

4.2 Taxes. Customer will be solely responsible for paying any sales, value-added, business use or other similar taxes relating to the Services, exclusive of PureCars’ income taxes. Fees are exclusive of all taxes.

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5. TERM AND TERMINATION.

5.1 Subscription Term; Term. Unless otherwise provided in an Order Form, the Subscription Term shall be ninety (90) days and shall renew on a month-to month basis. After the initial Subscription Term (unless otherwise provided in an Order Form), Customer may terminate the Services by providing PureCars with thirty (30) days’ written notice to via email to support@purecars.com. The term of these PureCars Terms (the “Term”) begins on the last date of signature of an Order Form and will remain in effect until the Subscription Term has expired, or the date on which an Order Form is otherwise terminated, as provided herein, whichever is earlier.

5.2 Termination for Cause. Either party (the “Non-Breaching Party”) may terminate these Terms upon written notice to the other party (the “Breaching Party”) if the Breaching Party fails to cure any material breach of these Terms within thirty (30) days of its receipt of written notice from the Non-Breaching Party stating its intent to terminate and describing the breach with reasonable particularity. Nonpayment by Customer of any amount within thirty (30) days of the due date constitutes material breach. Reference to the unpaid amount and applicable invoice constitutes sufficiently reasonable particularity for the notice of breach.

5.3 Effect of Termination. Upon the expiration or termination of these Terms, all rights and licenses granted by a party under these Terms will immediately terminate, and Customer will immediately cease use of the Services, PureCars Products, and PureCars Content. Termination by either party will not relieve Customer of any obligation to pay fees due for periods prior to termination. The terms and conditions set forth in Sections 3, 6, 7, 8.2, 8.3, 8.4, 9-13 shall survive any termination of these Terms.

5.4   Suspension. Notwithstanding anything to the contrary in these Terms, PureCars may temporarily suspend Customer’s and any Consumer’s access to any portion or all of the Services if: (i) PureCars reasonably determines that (A) there is a threat or attack on any of the PureCars IP; (B) Customer’s or any Consumer’s use of the PureCars IP disrupts or poses a security risk to the PureCars IP or to any other customer or vendor of PureCars; (C) Customer, or any Consumer, is using the PureCars IP for fraudulent or illegal activities; (D) subject to Applicable Laws, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) PureCars’ provision of the Services to Customer or any Consumer is prohibited by Applicable Laws; or (ii) any vendor of PureCars has suspended or terminated PureCars’ access to or use of any third-party services or products required to enable Customer to access the Services (any such suspension, a “Service Suspension”). PureCars shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. PureCars shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. PureCars will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Consumer may incur as a result of a Service Suspension.

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6. CONFIDENTIAL INFORMATION.

6.1 Confidential Information Defined. “Confidential Information”, as used in these Terms, means any information that, during the Term, is disclosed by or on behalf of a party (the “Disclosing Party”) to the other party (the “Receiving Party”) and at the time of disclosure: (a) is designated in writing as confidential or proprietary; (b) is designated orally as confidential or proprietary, and embodied by the Disclosing Party in written or other tangible form, including the PureCars Products; or (c) should reasonably be understood by the Receiving Party to be Confidential Information of the Disclosing Party under the circumstances. Notwithstanding the absence of any designation of confidentiality, the parties agree that these Terms, non-public product functionality descriptions, PureCars Content, specifications regarding the Services and/or PureCars Products and/or their respective functionality, and related analytics are the Confidential Information of PureCars.

6.2 Obligations. Except as expressly approved by the Disclosing Party in writing, the Receiving Party will not: (a) use the Confidential Information of the Disclosing Party except to perform or exercise its rights and obligations under these Terms; or (b) disclose the Confidential Information of the Disclosing Party to any third party except to the Receiving Party’s Representatives who are under a duty in substance and effect to use and disclose the Confidential Information only as permitted under these Terms. The Receiving Party will be responsible for any use by its Representatives of the Confidential Information that it discloses to or shares with its Representatives. Upon the expiration or termination of these Terms, each party will cease use of, and, within thirty (30) days of the date of expiration or termination, will destroy or return, all Confidential Information of the other party, except that: (i) PureCars may retain Confidential Information of Customer as needed to comply with any post-expiration or termination obligation under these Terms; (ii) each party may retain Confidential Information as required to comply with its obligations under Applicable Laws; and (iii) Confidential Information may be stored on secured backup media that are destroyed no more than twelve (12) months after the month in which these Terms expires or terminates.

6.3 Exceptions. Neither party’s obligations under this Section 6 will apply to: (a) information that is or becomes publicly available except through any act or omission of the Receiving Party in violation of a duty to the Disclosing Party; (b) information rightfully obtained by the Receiving Party from a third party without restriction and without breach of these Terms or any similar agreement; (c) information known to the Receiving Party at the time of disclosure; or (d) information independently developed by the Receiving Party without any use of or access to the Disclosing Party’s Confidential Information. The Receiving Party may disclose Confidential Information in accordance with a subpoena, judicial or other governmental order, or requirement of Applicable Laws or the rules of any applicable stock exchange, provided that where legally permissible the Receiving Party must give the Disclosing Party reasonable written notice prior to such disclosure and seek confidential treatment for the disclosed Confidential Information, at the sole cost and expense of the Disclosing Party.

6.4 Personal Information. PureCars’ policies and practices for collecting, processing and storing personal information are described in PureCars’ privacy policy at https://www.purecars.com/privacy-policy  and the parties’ obligations regarding the data processing of personal data are set forth in the Data Processing Agreement for PureCars Services, available at https://www.purecars.com/data-processing-agreement

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7. INTELLECTUAL PROPERTY.

7.1 PureCars IP Ownership. As used in these Terms, “Intellectual Property Right” means any patent application, patent, copyright, moral right, database right, trademark right, trade secret or other intellectual property or proprietary right recognized or enforceable under any U.S., foreign or international law, rule or regulation. PureCars retains ownership of and reserves all Intellectual Property Rights in or related to the Services, PureCars Products, PureCars Content, or related analytics (collectively, “PureCars IP”). “PureCars IP” includes PureCars’ and its suppliers and/or licensors’ Intellectual Property Rights whether developed prior, during or after the Term, including without limitations, generative artificial intelligence learning models (including Rylie AI Conversations) created or derived by PureCars (and by its suppliers and/or licensors) in any manner, at any time, and related training documents, and all software used to provide the Services and all graphics, user interfaces, logos, and trademarks reproduced through the Services, including all information, data collected, inferences and learnings, or other skillsets specific to the performance of artificial intelligence tools used in connection with the Services. PureCars does not convey to Customer any Intellectual Property Right in or to any PureCars IP except for the non-exclusive right to use the Services, PureCars Products, and PureCars Content as set forth in these Terms. Customer agrees that PureCars is free to use and incorporate into PureCars IP any comment, feedback, review or other input provided by Customer, and that such use or incorporation does not create or give rise to any Intellectual Property Right of Customer in any PureCars IP.

7.2 Customer IP Ownership. Customer retains ownership of and reserves all Intellectual Property Rights in or related to the Customer Content, Customer Work Product or any other materials, communications or content that Customer supply for use in connection with the Services (collectively, “Customer IP”). Customer does not convey to PureCars any Intellectual Property Right in or to any Customer IP, except as expressly set forth in these Terms, including without limitation pursuant to Section 3.1.

7.3 Customer Marks. Customer grants to PureCars a non-exclusive, non-sublicensable right, during the Term, to use any Customer trademark, service mark or trade name included in the Customer IP or designated by Customer for use in the Services (the “Customer Marks”), in connection with the performance of PureCars’ obligations under or as otherwise set forth in these Terms, and to identify Customer in PureCars’ customer lists and other marketing and promotional materials and communications referencing Customer as a customer of PureCars. PureCars will comply with Customer’s written guidelines for trademark usage provided reasonably in advance.

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8. WARRANTIES AND LIMITATIONS.

8.1 General Warranties. PureCars represents and warrants to Customer that, during the Subscription Term: (a) PureCars is the sole and exclusive owner or licensor of all right, title and interest in and to PureCars Products; and (b) PureCars has the full right and authority to enter into and grant to Customer, all rights granted under these Terms.

8.2 Performance Warranty. PureCars represents and warrants to Customer that, during the Subscription Term, the Services will perform in all material respects in accordance with the applicable Order Form. PureCars’ performance warranty does not apply to: (i) any products, services and websites provided by other persons or entities; (ii) any use of the Services not in accordance with applicable documentation, PureCars' published policies, these Terms (including any exhibit or addendum); (iii) any Customer Content; or (iv) failure of Customer or its authorized users to follow reasonable instructions provided by PureCars (each of (i), (ii) (iii), and (iv) above, an “Excluded Condition”). PureCars' sole liability and obligation for breach of the foregoing performance warranty will be to use commercially reasonable efforts to promptly repair or replace the Services to correct the breach, and the sole remedy of Customer is that it may terminate these Terms upon written notice and receive a refund of any pre-paid but unused Fees if the breach extends for at least thirty (30) consecutive days.

8.3 Limitations. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 8, PURECARS DOES NOT MAKE AND EXPRESSLY DISCLAIMS ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, ARISING AT COMMON LAW, OR OTHERWISE RELATED TO THE SUBJECT MATTER OF THESE TERMS, INCLUDING THE SERVICES, SOFTWARE, PURECARS CONTENT, OR ANY OTHER PRODUCTS OR SERVICESS PROVIDED UNDER THESE TERMS OR ANY EXHIBIT OR ADDENDUM THERETO. WITHOUT WAIVING OR LIMITING THE GENERALITY OF THE FOREGOING, PURECARS DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, DATA OR SYSTEM INTEGRITY, AVAILABILITY, TIMELINESS, COMPLETENESS, NON-INFRINGEMENT, OR THAT THE SERVICES OR SOFTWARE WILL PERFORM WITHOUT INTERRUPTION OR WILL BE ERROR FREE, AND ANY WARRANTY REGARDING CUSTOMER’S USE OF THE SERVICES, SOFTWARE, PURECARS CONTENT, OR ANY INFORMATION OBTAINABLE THEREFROM, ANY DECISION MADE USING THE SERVICES, SOFTWARE, UNAUTHORIZED ACCESS TO THE SERVICES OR SOFTWARE, OR CUSTOMER’S USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH THE SERVICES OR SOFTWARE IS EXPRESSLY DISCLAIMED. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, PURECARS MAY MAKE CHANGES TO THE SERVICES OR SOFTWARE FROM TIME TO TIME, OR THE CORRESPONDING DOCUMENTATION, AND THOSE CHANGES WILL NOT BE DEEMED TO GIVE RISE TO BREACH OF WARRANTY OR IMPOSE ANY LIABILITY ON PURECARS.

8.4  RILEY AI CONVERSATIONS DISCLAIMERS AND LIMITATIONS. Content, insights, or outputs generated by Rylie AI Conversations are provided "AS IS." While reasonable efforts are made to ensure accuracy, relevance, and compliance with applicable laws,  Customer acknowledges that outputs from the use of Rylie AI Conversations may require additional review, validation, or customization by or on behalf of Customer. PureCars does not guarantee that Rylie AI Conversations outputs will be error-free, complete, or fit for any specific purpose. Customer assumes the responsibility for reviewing, verifying, and determining the appropriateness of Rylie AI Conversations outputs for its intended use. PureCars shall not be liable for damages arising from Customer’s reliance on Rylie AI Conversations outputs, except in cases of PureCars’ willful misconduct or gross negligence.

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9. INDEMNIFICATION.

9.1 PureCars Indemnification. PureCars will defend Customer and its Representatives (each, a “Customer Indemnitee”) from and against any and all third-party claims, demands, lawsuits, or legal actions: (a) alleging that the PureCars IP infringes or violates an Intellectual Property Right of a third party; (b) arising from PureCars’ failure to perform under Section 3.1 (Data Use and Disclosure) above; or (c) arising from PureCars’ violation of its obligations under these Terms with respect to Section 6 (Confidential Information) above (each of (a), (b), and (c), a “PureCars Indemnified Claim”), and indemnify each Customer Indemnitee from and against any and all out of pocket damages, expenses and/or other costs awarded against it (including reasonable attorney's fees associated therewith) in a final, non-appealable judgment in connection with a PureCars Indemnified Claim. PureCars’ obligations under this Section 9.1 do not apply to any Excluded Condition.

9.2 Customer Indemnification. Customer will defend PureCars and its Affiliates and Representatives (each, an “PureCars Indemnitee”) from and against any and all third-party claims, demands, lawsuits, or legal actions: (a) arising from any matter for which Customer is responsible under Section 2 (Customer Responsibilities) above; (b) arising from violation by Customer of its obligations under these Terms with respect to Section 6 (Confidential Information) and Section 8.4  (Riley AI Conversations) (each of (a), and (b), a “Customer Indemnified Claim”), and indemnify each PureCars Indemnitee from and against any and all out of pocket damages, expenses and/or other costs awarded against it (including reasonable attorney's fees associated therewith) in a final, non-appealable judgment in connection with a Customer Indemnified Claim.

9.3 Indemnification Conditions. As an express condition to either party’s duty to defend or indemnify under this Section 9, the person or entity seeking defense or indemnification must: (i) give the defending and indemnifying party prompt written notice of the applicable claim, demand or legal action; (ii) allow the defending and indemnifying party sole control of the defense and settlement; and (iii) reasonably cooperate in the defense and settlement at the defending and indemnifying party’s reasonable cost, except that the indemnified person or entity will not be required to make any settlement payment unless the defending and indemnifying party agrees to include that payment as an indemnified expense. In the event of any claim, demand, legal action or notice alleging infringement of PureCars IP, PureCars may either: (i) replace or modify the PureCars IP in whole or in part in a manner that does not materially degrade the Services; (ii) obtain a license or other grant of rights necessary to continue to provide the PureCars IP in accordance with these Terms; or (iii) terminate these Terms upon written notice to Customer. In such event, PureCars’ sole liability will be its obligations under Section 9.1 above and to refund to Customer any pre-paid but unused Fees.

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10. LIMITATIONS OF LIABILITY.

IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR ITS SUBJECT MATTER, WHETHER UNDER ANY THEORY OF CONTRACT, NEGLIGENCE, INTENTIONAL OR UNINTENTIONAL TORT, OR ANY OTHER LEGAL THEORY, FOR LOST REVENUE, LOST PROFITS, LOST DAMAGES, LOSS OF DATA, LOSS OF USE, ANY CLAIM OR ACTION OF ANY THIRD PARTY (EXCEPT UNDER SECTIONS 6 (CONFIDENTIAL INFORMATION) AND 10 (INDEMNIFICATION) OF THESE TERMS), OR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, WHETHER OR NOT SUCH PARTY OR ITS AFFILIATE MAY HAVE ANTICIPATED OR BEEN ADVISED OF SUCH DAMAGES.THE TOTAL CUMULATIVE LIABILITY OF PURECARS AND ITS AFFILIATES OR REPRESENTATIVES ARISING OUT OF OR RELATED TO THESE TERMS, ANY EXHIBIT OR ADDENDUM THERETO, OR THE SUBJECT MATTER HEREOF, WHETHER UNDER CONTRACT, TORT OR ANY OTHER LEGAL THEORY, WILL NOT EXCEED, IN THE AGGREGATE, THE AMOUNT OF FEES PAID BY CUSTOMER DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE ON WHICH THE FIRST OF ANY SUCH LIABILITIES AROSE.

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11.   TRUPAYMENTS ADDITIONAL TERMS. If Customer purchases TruePayments Services, as specified in an Order Form, the following additional provisions apply to Customer’s use of the TruePayments Services:

11.1  “TruPayments Services” means the software-as-a-service offering whereby PureCars, with the Consumer’s consent, determines on a preliminary basis whether the Consumer may be eligible for vehicle financing. The TruPayments Services do not provide a complete credit approval system; the TruPayments Services are intended to provide a prediction or indication of whether a Consumer may be eligible for vehicle financing.

11.2  A Consumer consents to participation in the TruPayments Services by affirmatively communicating such consent to PureCars. Consumers who provide such consent submit Limited Consumer Information to PureCars and consent to PureCars providing Limited Consumer Information to Customer. PureCars will provide Limited Consumer Information to Customer provided that Consumer has given such permission. PureCars is responsible for securing valid consent from the Consumer for Consumer’s use of the TruPayments Services, and PureCars shall comply with Applicable Laws addressing valid Consumer consent. Customer shall make no representations or statements inconsistent with the TruPayments Services and agrees to comply with all Applicable Laws including credit and consumer financing laws such as the Fair Credit Reporting Act.

11.3  After receiving Consumer’s consent to participate in the TruPayments Services, PureCars will make a soft inquiry of a credit bureau in order to gather basic credit eligibility information. If Customer is properly credentialed with the credit bureau utilized by PureCars, PureCars will use Customer’s code to make the soft inquiry and Customer will receive a secure link to the credit bureau report. If Customer is not properly credentialed, Customer will receive basic credit eligibility information from PureCars, but will not receive access to Consumer’s credit score.

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12.   TEXT MESSAGE FUNCTIONALITY ADDITIONAL TERMS. Certain PureCars Products enable Customer to create text messages (“Texts”) and distribute such Texts to Customer’s customer database (the “Text Message Functionality”). If Customer purchases access to the Text Message Functionality, as specified in an Order Form, the following additional provisions apply to Customer’s (and its personnel’s) use of the Text Message Functionality:

12.1  Customer accepts all responsibility for ensuring, and represents and warrants to PureCars, that each recipient of a Text sent by Customer’s personnel will have provided prior written consent to have opted-in to receiving text messages.

12.2  Customer assumes all responsibility for such use in accordance with Applicable Laws, including laws that require opt-in/opt-out by the recipients of the Text Messages.

12.3  For the avoidance of doubt, while PureCars bears no responsibility for the use of the Text Messaging Functionality by Customer and its personnel, PureCars will use and implement best industry practices to adhere to time-of-day restrictions on sending Texts (based on recipient’s time zone(s)), and to monitor “STOP” messages and prevent further Texts to the mobile number from which the “STOP” messages came. The Text Messaging Functionality will only permit Texts to resume if a “START” message is received from such mobile number.

12.4  Customer will assume sole responsibility for addressing questions or complaints from individuals or entities regarding any Text Messages by its personnel.

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13.   GENERAL TERMS.

13.1 Relationship of the Parties. Each party agrees that it is an independent entity and that nothing in these Terms creates a partnership, joint venture, fiduciary, agency, or affiliate relationship between the parties.

13.2 Force Majeure. Neither party will be deemed to be in default of its obligations under these Terms (other than an obligation to pay money) to the extent that performance of its obligations or attempts to cure any breach are materially delayed or prevented by reason of any event that is beyond the reasonable control of that party and could not reasonably have been foreseen and protected against by that party.

13.3 Notices. All notices and other communications required or permitted under these Terms will be in writing and will be deemed duly given if sent by nationally recognized overnight delivery service, or sent by electronic mail (read receipt requested), in each case addressed to the party entitled to receive the same at the address set forth in an Order Form.

13.4 Assignment. Customer shall not and may not assign or delegate any of its rights or obligations under these Terms without prior written consent from PureCars. Subject to the foregoing, these Terms inures to the benefit of and is binding on each of the parties, their successors, permitted assigns and legal representatives.

13.5 Governing Law and Jurisdiction. The laws of the State of Delaware, excluding its conflicts of law rules, govern these Terms and the provision of the Services.

13.6 Miscellaneous. These Terms (including any exhibit and addendum) constitutes the entire agreement between the parties hereto concerning the subject matter hereof and supersedes all prior negotiations, understandings, undertakings or agreements (whether oral or written) between the parties. The waiver or failure of a party hereto to require performance of any provision of these Terms shall not be construed as a waiver of that party’s right to insist on performance of that same provision, or any other provision, at some other time. PureCars may amend or update these Terms from time to time.

Exhibit A to PureCars Terms and Conditions

DEFINITIONS

“Affiliate” of a party means an entity that directly or indirectly controls, is controlled by, or is under common control with that party, in each case through majority voting power.

“Applicable Laws” means all applicable state or federal US laws, rules or regulations, including without limitation data protection laws, as amended and updated.

“Consumer” means a client or potential client of Customer who is authorized and consents to utilize or otherwise access certain of the Services.

“Limited Consumer Information” means the information provided by a Consumer to PureCars that reflects the Consumer’s interest in and consent to participating in the TruPayments Services. Limited Consumer Information is provided by the Consumer and often includes (but may not always include) the Consumer’s name, address, e-mail address, income (self-reported), targeted monthly payment, targeted down payment, Social Security Number, and vehicle trade-in information. PureCars provides the Limited Consumer Information to Customer following receipt of Consumer’s consent to participate in the TruPayments Services.

“Customer Content” means the electronic data, information, and/or files entered, imported, uploaded, transferred into, and/or used with the Services and/or PureCars Products by or on behalf of Customer, including by an end user or client of Customer, in addition to Customer’s proprietary inputs into the Rylie AI conversations product and outputs derived from such inputs. Customer Content expressly excludes any PureCars Content.

“Customer Website” means a group of internet pages or mobile applications owned and maintained by or through Customer.

“Customer Work Product” means any content generated with or exported from the Services and/or PureCars Products by Customer. Customer Work Product excludes any PureCars Content.

“PureCars Content” means any data, informational materials and databases of automotive businesses provided by PureCars for use in connection with the Services, as the same may be modified from time to time by PureCars.

“PureCars Products” means PureCars’ software product, identified on an Order Form, including software products that may utilize website tags and permits Customer to access PureCars Content for marketing purposes including customer database mining.

“Representative” means, with respect to each party, its officers, managers, members serving in a managerial role, general partners, directors, employees, contractors, and agents.

“Services” means the provision of access to the PureCars Products and/or other services provided by PureCars as specified in an Order Form. For clarity, Customer will only be provided Services expressly specified in an Order Form.

“Subscription Term” means the period of time that the Services will remain in effect, as set forth in these Terms.

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© Copyright 2025. All Rights Reserved. PureCars Technologies, LLC

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