Terms of Service

IMPORTANT NOTICE: These updated Terms of Service include important changes to protect both BDC Automation and our dealer partners. Key updates include enhanced compliance provisions, updated dispute resolution terms, and clarifications regarding TCPA compliance responsibilities. Please review carefully.

1. TERMS

Under the terms of this Agreement, BDC Automation LLC ("BDC Automation," "we," "us," "our") will provide You online use (via the Internet) of BDC Automation™ Automotive communication platform and automation solutions, including any mobile application used to interface with the online solution ("BDC Automation" or "Platform"), together with the support and technical services as more fully set forth below (the "Services").

2. SERVICES

BDC Automation LLC hereby grants You a non-exclusive, non-transferable right to use and access the Service via the Internet, solely for Your own internal business purposes, subject to the terms of this Agreement. You and Your employees may access the Services via the Internet for the dealership locations covered by Your subscription. All rights not expressly granted to You are reserved by BDC Automation LLC.

BDC Automation LLC shall make the Services accessible 24 hours, seven days a week, provided, however, that from time to time, BDC Automation LLC may perform scheduled or unscheduled maintenance as may be necessary to maintain the proper operation of BDC Automation and access to BDC Automation and the data You have input into BDC Automation that is stored by BDC Automation LLC ("Hosted Data") may be impaired or interrupted while such maintenance is being performed. BDC Automation LLC may conduct scheduled maintenance at reasonable times and will use commercially reasonable efforts to provide advance notice when feasible.

BDC Automation LLC shall provide reasonable phone support for technical and use-related questions during its normal business hours.

You shall be solely responsible for Your Internet connection (the speed of which may have a significant impact on the responsiveness of the Service), including all access lines, all Internet service provider connection charges, and any long-distance telephone charges. Except as permitted by the functionality of BDC Automation, You shall not and shall not allow your employees to access, attempt to access, copy, modify, nor interfere with BDC Automation, the Service, or BDC Automation LLC's computer systems (collectively, the "BDC Automation LLC Systems"), or use BDC Automation, the Service for any purposes beyond the scope of access granted in this Agreement. You shall not at any time, directly or indirectly, and shall not permit any employee or third party to: (i) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services; (ii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services; (iii) remove any proprietary notices from the Services; or (iv) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates the intellectual property or other rights of any person, or that violates any applicable law. The use of tools that inject or otherwise change BDC Automation's application code is prohibited.

Notwithstanding anything to the contrary in this Agreement, BDC Automation LLC may temporarily suspend Your access to any portion or all of the Services if: (a) BDC Automation LLC reasonably determines that (i) there is a threat or attack on any of the BDC Automation LLC Systems; (ii) Your use of the Services disrupts or poses a security risk to the BDC Automation LLC Systems or to any other customer or vendor of BDC Automation LLC; (iii) You are using the BDC Automation LLC Systems for fraudulent or illegal activities; (iv) You are using the Services in a manner that creates compliance risk or violates carrier policies; (b) BDC Automation LLC's provision of the Services to You is prohibited by applicable law; (c) any vendor of BDC Automation LLC has suspended or terminated BDC Automation LLC's access to or use of any third-party services or products required to enable You to access the Services (any such suspension a "Service Suspension").

For non-emergency Service Suspensions, BDC Automation LLC will provide at least twenty-four (24) hours advance written notice where operationally feasible. Emergency suspensions (including but not limited to carrier enforcement actions, active security threats, or legal/regulatory requirements) may be implemented immediately with notice to follow as soon as practicable.

BDC Automation LLC shall use commercially reasonable efforts to provide updates regarding the resumption of access to the Services following any Service Suspension and to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. BDC Automation LLC will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that You may incur as a result of a Service Suspension.

As part of the Services, BDC Automation LLC shall use good faith efforts to implement security measures (such as password protection and encryption) and maintain such other safeguards (including virus protection safeguards) that are reasonably intended to prevent the destruction, loss, interception, or alteration of Hosted Data by unauthorized persons and that are consistent with current commercial practices in the industry. The parties expressly recognize that, although BDC Automation LLC shall take such reasonable steps, or cause such reasonable steps to be taken, to prevent security breaches, it is impossible to maintain flawless security. Except with respect to BDC Automation LLC's express obligations in this paragraph, You are solely responsible for any damage caused by unauthorized destruction, loss, interception, or alteration of the Hosted Data by unauthorized persons. BDC Automation LLC shall not use the Hosted Data except to (a) provide the Services, (b) aggregate information relating to transactions for statistical analysis and business measures of the performance of the Services, (c) monitor Your use of the Services for security purposes, and (d) enforce the terms of this Agreement. BDC Automation LLC shall not disclose the Hosted Data to a third party, except to any BDC Automation LLC subcontractors who need to know such information in order to provide the Services, provided that they are bound by similar confidentiality obligations.

3. SUBSCRIPTION AND DEALERSHIP LOCATIONS

Your subscription is established when You execute a Dealer Agreement or Order Form with BDC Automation LLC, which will specify the dealership locations covered by Your subscription and the applicable fees. From time to time during the Term, You may add additional dealership locations by executing an amended agreement with BDC Automation LLC.

BDC Automation LLC may offer additional services, including but not limited to additional features ("Additional Services"), which are available for an additional monthly fee. You may subscribe for such Additional Services by executing an amendment or submitting a purchase order accepted by BDC Automation LLC.

4. PAYMENT

You agree to pay BDC Automation LLC the monthly subscription fees specified in Your Dealer Agreement or Order Form, plus any applicable Additional Services fees. You also agree to pay any one-time setup fees as specified in Your agreement. BDC Automation LLC may increase fees by delivering written notice at least thirty (30) days prior to the effective date of such increase.

BDC Automation LLC shall invoice You for amounts owed hereunder when due, and You shall pay all valid invoices within fifteen (15) days from BDC Automation LLC's invoice date. BDC Automation LLC may discontinue performance under this Agreement if You fail to pay any sum due and fail to cure such failure within ten (10) days of receiving written notice from BDC Automation LLC. BDC Automation LLC reserves the right to charge and collect interest on any unpaid, past-due amounts equal to the lesser of one and one-half percent (1½%) per month or the maximum amount permitted by law. You will reimburse BDC Automation LLC for all reasonable collection expenses, including reasonable attorneys' fees and court costs, for delinquent amounts. You authorize BDC Automation LLC to charge all amounts owed to BDC Automation LLC hereunder to such credit card or ACH payment method on file as such amounts become due.

All payments due hereunder shall be net of any applicable sales, use, and other taxes. You agree to pay (or reimburse BDC Automation LLC, as the case may be) any taxes due in connection with this Agreement, excluding taxes on BDC Automation LLC's income, for which BDC Automation LLC is solely responsible; provided, however, that BDC Automation LLC shall not invoice You for any taxes for which You have provided BDC Automation LLC with an appropriate exemption certificate for the applicable delivery jurisdiction.

In addition to the subscription fees described above, You agree to pay usage-based fees for telecommunications services provided through the Services, including but not limited to SMS messaging, MMS messaging, voice calls, phone number rental, and related communication services ("Usage Fees"). Usage Fees include:

(a) Phone Number Fees: Monthly charges for local numbers, toll-free numbers, and other assigned phone numbers;

(b) Messaging Fees: Per-segment charges for outbound and inbound SMS and MMS messages;

(c) Voice Call Fees: Per-minute charges for inbound and outbound voice calls;

(d) Registration and Compliance Fees: One-time and recurring fees for 10DLC brand registration, campaign registration, and carrier compliance requirements;

(e) Additional Services: Charges for number validation, call recording, answering machine detection, voicemail drops, conference calls, and other telecommunications features as utilized.

Usage Fees will be calculated based on actual usage and charged at BDC Automation LLC's then-current published rates as posted at https://bdcautomation.com/fees or such other location as BDC Automation LLC may designate. BDC Automation LLC will provide You with access to usage reporting through the Services platform. Usage Fees will be invoiced monthly in arrears and are due within fifteen (15) days from BDC Automation LLC's invoice date. BDC Automation LLC may adjust Usage Fee rates by delivering written notice at least thirty (30) days prior to the effective date of such rate change.

5. SUBSCRIPTION TERM; CANCELLATION

5.1 SUBSCRIPTION TERM

Initial Term:

Your subscription term is specified in your Dealer Agreement or Order Form. Unless a specific term length is stated in your order:

Default: Month-to-month subscription (automatically renews monthly)

Fixed Term (if specified in order): 6 months, 12 months, 24 months, or other term as stated in your Dealer Agreement or Order Form

Renewal After Fixed Term:

If you have a fixed-term contract (6 months, 1 year, 2 years, etc.), your subscription will automatically convert to a month-to-month subscription at the end of the initial fixed term, unless either party provides cancellation notice as described below.

Example:

You sign a 12-month contract on January 1, 2024

The initial term ends December 31, 2024

Starting January 1, 2025, your subscription automatically continues month-to-month

You can then cancel with 30 days' notice at any time

5.2 AUTOMATIC RENEWAL NOTICE (California Law)

By accepting these Terms, you acknowledge and agree that:

(a) Your subscription will automatically renew (monthly for month-to-month subscriptions, or convert to month-to-month after any fixed term expires) unless you cancel as described below;

(b) You will be charged at the then-current monthly rate at each renewal. BDC Automation will provide at least 30 days' notice of any rate increase applicable to your next renewal.

(c) You may cancel at any time by:

Emailing: support@bdcautomation.com, OR

Calling: +1-855-589-1800 (toll-free), OR

Use the cancellation option in your account dashboard.

(d) To avoid charges for the next billing period, you must provide cancellation notice at least thirty (30) days before:

Your next monthly billing date (for month-to-month subscriptions), OR

The end of your fixed term (if you want to prevent conversion to month-to-month), OR

Your desired cancellation effective date (for month-to-month subscriptions);

(e) By accepting these Terms, you affirmatively consent to the automatic renewal of your subscription.

5.3 CANCELLATION BY EITHER PARTY

Cancellation Notice Required:

Either party may cancel this subscription by providing written notice at least thirty (30) days prior to the desired cancellation effective date.

For Month-to-Month Subscriptions:

Provide 30 days' notice before your desired cancellation date

Example: To cancel effective February 1, notice must be given by January 1

For Fixed-Term Contracts:

To prevent automatic conversion to month-to-month: Provide 30 days' notice before the end of your fixed term

Example: If your 12-month term ends December 31, provide notice by December 1 to avoid converting to month-to-month

If you don't cancel before term end: the Subscription converts to month-to-month automatically

After conversion: Cancel anytime with 30 days' notice

How to Cancel:

Notice should be sent to:

To BDC Automation: support@bdcautomation.com or +1-855-589-1800

To You: The email address or contact information in your Dealer Agreement

5.4 EARLY TERMINATION OF FIXED-TERM CONTRACTS

If You Have a Fixed-Term Contract:

If you signed a fixed-term contract (6 months, 1 year, 2 years, etc.) and wish to cancel before the end of that term:

(a) You remain responsible for payment of subscription fees through the end of the initial fixed term, OR

(b) You may negotiate an early termination with BDC Automation by contacting support@bdcautomation.com

Note: This early termination fee does NOT apply to:

Month-to-month subscriptions (cancel anytime with 30 days' notice)

Cancellation after your fixed term has ended and you've converted to month-to-month

5.5 TERMINATION FOR CAUSE

Either party has the right to terminate this Agreement immediately if the other party:

(a) Fails to pay amounts due within ten (10) days of written notice of non-payment, OR

(b) Breaches any material obligation under this Agreement and fails to cure such breach within thirty (30) days of written notice.

5.6 EFFECT OF CANCELLATION

Upon cancellation or termination (whether at end of term, for convenience, or for cause):

(a) Communications Access Ends: Your right to send new communications through the Services terminates immediately on the cancellation effective date.

(b) Read-Only Data Export Period: You will have read-only access to the Services for thirty (30) days following the cancellation effective date to allow You to export Your Hosted Data.

During this 30-day read-only period, You may:

• View Your Hosted Data

• Export Your data in CSV or Excel format using the platform's export features

• Download reports and records

You may NOT during the read-only period:

• Send new calls, texts, or emails

• Upload new data or leads

• Modify existing campaigns or settings

• Create new campaigns

(c) Payment Obligations: All outstanding fees through the cancellation effective date (or through the end of any fixed term, if applicable) become immediately due and payable.

(d) Data Deletion: After the 30-day read-only period expires, BDC Automation will delete or de-identify Your Hosted Data in accordance with its data retention policies, this Agreement, and applicable law.

(e) Confidential Information: Each party shall return or destroy the other party's Confidential Information upon request.

5.7 DATA EXPORT ASSISTANCE

If You need assistance exporting Your data during the 30-day read-only period, contact support@bdcautomation.com. BDC Automation will provide reasonable assistance at no additional charge during this period.

5.8 SURVIVAL

The following provisions survive cancellation or termination: Sections 4 (to the extent of unpaid amounts), 6, 7, 8, 9, 10, 11, and 12.

6. BDC AUTOMATION LLC INTELLECTUAL PROPERTY

BDC Automation LLC and its licensors are the sole owners of BDC Automation and of all copyright, trade secrets, patent, trademark, and other intellectual property rights in and to BDC Automation and the Services, and this Agreement does not provide You with title to or ownership of BDC Automation or the Services, but only a right of limited remote use under the terms and conditions of this Agreement.

7. REPRESENTATIONS AND WARRANTIES; DISCLAIMERS OF WARRANTY

BDC Automation LLC warrants that BDC Automation shall work in material accordance with the then-current applicable user documentation provided to You by BDC Automation LLC. As BDC Automation LLC's sole obligation, and Your sole remedy, for any breach of this limited warranty of performance, BDC Automation LLC shall make reasonable efforts to correct any such nonconformance that can be replicated by BDC Automation LLC or demonstrated to BDC Automation LLC by You.

DELIVERY DISCLAIMER: You acknowledge and agree that message and call delivery through the Services depends on third-party carriers, telecommunications providers, and other infrastructure providers beyond BDC Automation LLC's control. Carriers and third parties may filter, block, delay, or fail to deliver messages or calls for reasons including but not limited to spam filtering, carrier policies, recipient device issues, network congestion, or regulatory compliance measures. BDC Automation LLC makes no guarantee regarding the delivery, delivery speed, or delivery success rate of any communications sent through the Services. Delivery outcomes are not considered Service failures and are excluded from any service level commitments.

Except as expressly stated in this Section 7, BDC Automation LLC disclaims any and all representations and warranties, express or implied, by operation of law or otherwise, regarding or relating to BDC Automation, the Services, the Additional Services, or any other services, products or services delivered under this Agreement. BDC Automation LLC specifically disclaims all implied warranties, including without limitation any warranties of merchantability or fitness for a particular purpose (irrespective of any previous course of dealing between the parties or custom or usage of trade), non-infringement, or that the Services will be uninterrupted or error-free.

8. TECHNOLOGY PROVIDER ROLE; YOUR TELECOMMUNICATIONS COMPLIANCE OBLIGATIONS

8.1 BDC Automation is a Technology Provider

BDC Automation LLC is solely a technology platform provider. We provide software tools that enable You to send communications (calls, texts, emails) to Your customers and leads.

BDC Automation LLC is NOT the sender or initiator of any communications sent through the Services.

BDC Automation LLC does not and will not:

• Determine who should receive communications

• Decide the timing or frequency of communications

• Create, review, or approve message content for legal compliance

• Verify that You have obtained proper consent from recipients

• Guarantee message or call delivery rates or success

• Provide legal, compliance, or regulatory advice

YOU are the sender and initiator of all communications sent through the Services. You control all aspects of Your communications, including recipients, timing, content, segmentation, frequency, and the consent basis for contacting recipients.

8.2 Your Telecommunications Compliance Responsibilities

You understand and agree that You are solely responsible for ensuring that Your use of the Service complies with all applicable laws, including (but not limited to):

(a) Telephone Consumer Protection Act (TCPA) Compliance: You are solely responsible for compliance with the TCPA, including but not limited to:

• Obtaining and maintaining proper consent before calling or texting any recipient

• Obtaining Prior Express Written Consent (PEWC) where required for marketing/telemarketing communications

• Ensuring any PEWC includes all required elements (clear disclosure, signature, phone number authorization, etc.)

• Maintaining consent records for at least four (4) years

• Implementing and maintaining proper opt-out mechanisms

• Honoring all opt-out requests promptly (generally within 30 days, or as required by law)

• Complying with all TCPA requirements for automated calls and text messages

(b) National Do Not Call (DNC) Registry and Internal DNC Lists: You are solely responsible for:

• Scrubbing Your contact lists against the National Do Not Call Registry

• Maintaining Your own internal Do Not Call list

• Not calling or texting anyone on the National DNC Registry or Your internal DNC list (except where an established business relationship or prior express written consent exists)

• Honoring all DNC requests immediately

(c) State and Local Telemarketing Laws: You are solely responsible for compliance with all applicable state and local telemarketing laws, including but not limited to state-specific DNC requirements, time-of-day restrictions, and consent requirements.

(d) Calling Time Restrictions: You are solely responsible for complying with restrictions on the times during which You may make calls or send texts, including but not limited to the TCPA prohibition on calls before 8:00 AM or after 9:00 PM in the recipient's time zone (or as otherwise required by applicable law).

(e) Call Recording and Monitoring: If You record or monitor calls made through the Services, You are solely responsible for:

• Providing any required notices or disclosures to call participants

• Obtaining any required consent before recording

• Complying with all federal and state laws regarding call recording and monitoring (including two-party consent states)

(f) Caller ID / Truthful Identification: You are solely responsible for:

• Accurately identifying Yourself in all communications

• Not engaging in caller ID spoofing or providing false or misleading caller identification information

• Complying with all Truth in Caller ID Act requirements

(g) Carrier Policies and Registration Requirements: You are solely responsible for:

• Completing all required carrier registrations, including 10DLC (10-Digit Long Code) brand registration and campaign registration where applicable

• Complying with all carrier messaging policies and acceptable use policies

• Ensuring Your use of phone numbers complies with carrier requirements

• Responding to carrier inquiries regarding Your messaging practices

(h) Ringless Voicemail (RVM): If You use ringless voicemail features:

• You acknowledge the legal status of ringless voicemail under the TCPA is unsettled and may vary by jurisdiction

• You assume all legal and compliance risk associated with RVM usage

• Your indemnification obligations include all claims arising from RVM usage

• You will comply with all applicable laws and carrier policies regarding RVM

(i) Content and Prohibited Uses: You represent and warrant that:

• You have the lawful right to use all data, leads, contact lists, and content You upload to or use through the Services

• Your communications will not contain prohibited content, including but not limited to: illegal content, deceptive or misleading information, harassment, hate speech, threats, or content that violates third-party rights

• You will not use the Services for any unlawful purpose or in any manner that could damage, disable, or impair the Services

(j) Data Rights and Privacy Compliance: You represent and warrant that:

• You have obtained all necessary rights, permissions, and consents to transfer personal information to BDC Automation LLC as necessary for the provision of the Services

• Your collection, use, and disclosure of personal information complies with all applicable privacy laws, including but not limited to CCPA, CPRA, GDPR (if applicable), and other state and federal privacy laws

• You have provided appropriate privacy notices to individuals whose information You process through the Services

8.3 Templates, Training, and Configuration Assistance

You acknowledge and agree that any templates, suggested messaging content, training materials, configuration assistance, or guidance provided by BDC Automation LLC are:

• Provided for informational and educational purposes only

• Not legal advice or compliance guidance

• Not reviewed or approved for compliance with applicable laws

• Subject to Your own review, modification, and approval before use

• Used at Your own risk and sole responsibility

BDC Automation LLC providing templates, training, or configuration assistance does not transfer any compliance responsibility to BDC Automation LLC or create any duty for BDC Automation LLC to ensure Your compliance with applicable laws.

8.4 Compliance Verification and Suspension Rights

BDC Automation LLC reserves the right, upon reasonable notice, to request that You provide evidence of Your compliance with Your obligations under this Section 8, including but not limited to sample consent records, documentation of DNC scrubbing processes, opt-out handling procedures, and call recording disclosures. You agree to provide such documentation within ten (10) business days of request.

BDC Automation LLC may suspend or restrict Your access to messaging, calling, or other communications features of the Services if:

• BDC Automation LLC reasonably determines that Your use creates compliance risk or violates applicable law

• Carriers or telecommunications providers take enforcement action related to Your use

• BDC Automation LLC suspects abuse of the Services

• BDC Automation LLC determines suspension is necessary to prevent harm or protect BDC Automation LLC's business relationships

BDC Automation LLC's exercise or non-exercise of compliance verification or suspension rights does not transfer compliance responsibility to BDC Automation LLC or create any duty for BDC Automation LLC to monitor or enforce Your compliance.

8.5 Acknowledgment

BY ACCEPTING THESE TERMS, YOU ACKNOWLEDGE THAT:

• You are the sender/initiator of all communications sent through the Services

• BDC Automation LLC is solely a technology provider and does not control Your communications

• You are solely responsible for all aspects of telecommunications compliance

• You will obtain proper consent, honor opt-outs, comply with DNC requirements, and follow all applicable laws

• Failure to comply with these obligations may result in suspension or termination of Services and/or significant legal liability to You

You further represent and warrant that You have all required consents, authorizations, and rights to send electronic communications -including, but not limited to, promotional and informational SMS text messages and voice calls -to any recipients through the Services. You agree to implement commercially reasonable measures to ensure Your secure access and use of the Services. You shall ensure that all passwords and log-in information used to access the Services is treated as confidential and only disclosed to those employees who have a legitimate need to access the Services. You shall be solely responsible for any unauthorized access to, or breach of security of, the Services that are caused by You, in whole or in part.

9. INDEMNIFICATION

You shall defend, indemnify, and hold harmless BDC Automation LLC, its officers, directors, employees, agents, successors, and assigns from and against any and all damages, liabilities, claims, costs, charges, lawsuits, proceedings, judgments, and expenses, including interest, penalties, and reasonable attorneys' fees (collectively, "Losses") incurred by BDC Automation LLC as a result of:

(i) Telecommunications Compliance: Any claims arising from Your Communications sent through the Services, including but not limited to claims under the Telephone Consumer Protection Act (TCPA), Telemarketing Sales Rule (TSR), state telemarketing laws, or any other law or regulation governing calls, texts, emails, or other electronic communications, including claims related to:

• Lack of proper consent or authorization

• Failure to honor opt-out requests

• Violations of Do Not Call requirements

• Call recording violations

• Calling time restrictions violations

• Caller ID violations or spoofing

• Message content violations

• Violations of carrier policies

• Ringless voicemail usage

(ii) Data Rights and Privacy: Any claims arising from Your collection, use, storage, or disclosure of personal information or Your failure to obtain proper authorizations, consents, or rights to use data, leads, contact lists, or content uploaded to or used through the Services;

(iii) Breach of This Agreement: Any breach by You of any of Your representations, warranties, or obligations contained in this Agreement;

(iv) Violation of Law: Your failure to comply with, or violation of, applicable laws in connection with Your use of the Services;

(v) Misuse of Services: Any unauthorized access to, breach in security of, or other compromise of the Services caused in whole or in part by You, or any other misuse of the Services by You or Your employees or agents.

This indemnification obligation applies regardless of whether BDC Automation LLC provided templates, training materials, suggested content, or configuration assistance, and regardless of whether BDC Automation LLC had knowledge of or participated in Your compliance activities.

BDC Automation LLC shall indemnify, defend, and hold harmless You from and against any and all Losses incurred by You resulting from any third-party claim, suit, action, or proceeding that BDC Automation, the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party's U.S. intellectual property rights ("IP Claim"), provided that You promptly notify BDC Automation LLC in writing of such IP Claim, cooperate with BDC Automation LLC, and allow BDC Automation LLC sole authority to control the defense and settlement of such IP Claim. If an IP Claim is made or appears possible, You agree to permit BDC Automation LLC, at BDC Automation LLC's sole discretion, to (a) modify or replace BDC Automation or the Services, or component or part thereof, to make it non-infringing, or (b) obtain the right for You to continue to use BDC Automation or the Services materially as contemplated in this Agreement. If BDC Automation LLC determines that neither alternative is reasonably available, BDC Automation LLC may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to You. This paragraph will not apply to the extent that the alleged infringement arises from (x) use of BDC Automation or the Services in combination with data, software, hardware, equipment, or technology not provided by BDC Automation LLC or authorized by BDC Automation LLC in writing; (y) modifications to BDC Automation or the Services not made by BDC Automation LLC; or (z) Hosted Data.

10. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, BDC Automation LLC and its suppliers and licensors will not be liable for any loss of revenue, profits, or goodwill or for any special, incidental, indirect, consequential, or punitive damages or losses resulting from BDC Automation LLC's or BDC Automation's performance or failure to perform pursuant to the terms of this Agreement, from the furnishing, performance or loss of use of such products or services, including, without limitation, from any interruption of business, whether resulting from breach of contract or other legal liability whatsoever, even if BDC Automation LLC has been advised of the possibility of such damages.

Except with respect to Your indemnification obligations and Your obligations to pay any outstanding amounts owed hereunder, the maximum aggregate liability of either party arising out or relating to this Agreement shall not exceed the total fees paid by You to BDC Automation LLC hereunder during the twelve (12) months previous to the events giving rise to such claim.

11. CLASS ACTION WAIVER; INDIVIDUAL CLAIMS ONLY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU WAIVE ANY RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING AGAINST BDC AUTOMATION LLC. ANY CLAIM AGAINST BDC AUTOMATION LLC MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY ONLY.

This waiver applies to claims arising under or related to this Agreement, including but not limited to claims under the Telephone Consumer Protection Act (TCPA), Telemarketing Sales Rule (TSR), state telemarketing laws, state consumer protection laws, or any other statute or regulation providing for class, collective, or representative actions.

If any court or arbitrator determines that this class action waiver is unenforceable as to a particular claim or request for relief, then that claim or request for relief shall be severed, and all other claims shall remain subject to this waiver.

By accepting these Terms of Service, You expressly acknowledge that You have read this class action waiver, understand its terms, and agree to be bound by it. You acknowledge that this waiver may limit Your ability to bring certain types of claims and that You are giving up potentially valuable legal rights.

12. MISCELLANEOUS

Neither party shall assign, delegate, sublicense, or transfer any of its obligations, responsibilities, rights, or interests under this Agreement without the written consent of the other party, except to (a) a successor in a merger or a sale of all or substantially all of such party's capital stock, assets or business or (b) solely with respect to BDC Automation LLC, a majority-owned subsidiary of BDC Automation LLC or an affiliate under the same common control as BDC Automation LLC. Any assignment, delegation, sublicensing, or transfer by either party in violation of this subsection shall be void and without force or effect.

In the event that either party is unable to perform any of its obligations under this Agreement because of causes beyond its reasonable control, including but not limited to any Act of God, accident to equipment or machinery, any fire, flood, hurricane, tornado, storm, or other weather condition; any war, act of war, an act of a public enemy, terrorist act, sabotage, riot, civil disorder, act or decree of any governmental body; any failure of communications lines, transportation, light, electricity or power; any earthquake, civil disturbance, commotion, lockout, strike or other labor or industrial disturbance; any third-party telecommunications provider, carrier, or infrastructure provider outage, action, or failure; any illness, epidemic, quarantine, death or any other natural or artificial disaster (each, a "Force Majeure Event"), the party who has been so affected shall immediately give notice to the other party and shall do everything possible to resume performance. Upon receipt of such notice, all obligations under this Agreement shall be immediately suspended, and performance times shall be considered extended for a period of time equivalent to the time lost because of any such delay. Nothing provided herein shall excuse the delay of any payment that is validly due by You under this Agreement.

Unless expressly stated otherwise herein, any notice, demand, request, or delivery required or permitted to be given by a party pursuant to the terms of this Agreement shall be in writing and shall be deemed given (a) when delivered personally, (b) on the next business day after timely delivery to an overnight courier, (c) on the third business day after deposit in the U.S. mail (certified or registered mail, return receipt requested, postage prepaid), and (d) upon confirmation of receipt by email; in each case addressed to the party at such party's contact information on file or as subsequently modified by the receiving party pursuant to written notice.

GOVERNING LAW AND VENUE: All questions concerning the validity, operation, interpretation, and construction of the Agreement will be governed by and determined in accordance with the substantive laws of the State of California without regard to its conflicts of law provisions. Other than as necessary to enforce any final judgment, award, or determination, any action brought pursuant to or in connection with this Agreement shall be brought only in the state or federal courts within Contra Costa County, California, without regard to its conflict of laws provisions. In any such action, both parties submit to the personal jurisdiction of the courts of California and waive any objections to the venue of such courts. EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Neither party shall, by the mere lapse of time, without giving notice or taking other action hereunder, be deemed to have waived any breach by the other party of any of the provisions of this Agreement. Further, the waiver by either party of a particular breach of this Agreement by the other shall not be construed as or constitute a continuing waiver of such breach or of other breaches of the same or other provisions of this Agreement.

Except as expressly stated otherwise herein, each party's rights and remedies provided for in this Agreement shall be cumulative, exercisable concurrently or separately, and in addition to and not in lieu of any other remedies available to either party at law, in equity, or otherwise.

The parties acknowledge that this Agreement, including any Dealer Agreements or Order Forms, is the complete and exclusive statement of an agreement respecting the subject matter hereto and supersedes and renders null and void any and all prior agreements and proposals (oral or written), understandings, representations, conditions, and other communications between the parties relating hereto. This Agreement may be amended only by a subsequent writing that specifically refers to this Agreement and is signed by both You and BDC Automation LLC. BDC Automation LLC may update these Terms from time to time by posting updated Terms on its website. Material changes will become effective upon your next renewal or as otherwise required by applicable law, provided that we will provide at least thirty (30) days' advance notice of any material changes. Your continued use of the Services after any such update constitutes Your acceptance of the updated Terms.

If any provision of this Agreement is held to be unenforceable or invalid by a court of competent jurisdiction, such provision will be modified to the minimum extent necessary to make it enforceable and valid, and the remaining provisions of this Agreement will remain in full force and effect.

ACCEPTANCE:

• You agree to these Terms of Service by any of the following:

• Signing a Dealer Agreement or Order Form that references these Terms of Service

• Clicking "I Accept" or a similar button or checkbox during account setup or renewal

• Creating an account with BDC Automation

• Continuing to use the Services after these Terms become effective or after any updates to these Terms

If You do not agree to these Terms, do not use the Services and contact support@bdcautomation.com to cancel your subscription.

These Terms of Service are publicly available at https://bdcautomation.com/tos and are incorporated by reference into all Dealer Agreements and Order Forms.

Contact Information:

BDC Automation LLC

2041 East St # 738

Concord, California 94520

Phone: +1-855-589-1800 (toll-free)

Email: support@bdcautomation.com

For all inquiries, including cancellations, billing, technical support, or general questions, please contact support@bdcautomation.com or call our toll-free number.