Terms of Service

PRIVACY POLICY & COOKIES

Advertising on the Free Tier. The free tier of the Services is advertising-supported, in two ways: (a) from time to time, use of the free tier may open sponsored third-party web pages in a separate browser window or tab; and (b) a script supplied by a third-party advertising network is loaded when the dashboard page of the Services is opened. Once loaded, that script may remain active in the same browser tab until the tab is reloaded or closed, including while other pages of the Services are open, and it runs with the same access within the browser as the Services themselves. Provider therefore cannot technically prevent it from reading information the Services display or store in that browser, which may include Customer Data and consumer information. Provider does not personalize these advertisements using Customer Data, and does not send, share or sell any Customer Data, Dealership Data, or consumer information to any advertiser or advertising network. Any third-party website opened through such advertising is governed by that website’s own terms and privacy practices, for which Provider is not responsible.

Removing Advertising. A Customer subscribed to any paid add-on (Lead Generation, Accounting & DMS Automation, Market Intelligence or Sales Training) sees no advertising, for every user at that dealership. By continuing to use the Services without one, you consent to the display of advertising as described above.

1. SERVICES

1.1 Access and Use. Subject to the terms and conditions of this Agreement, including any Order Form, Provider hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 11.6 (Assignment)) right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer's internal use. Provider may provide Customer with Access Credentials for the Customer's Authorized Users.

1.2 Documentation License. Provider hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 11.6 (Assignment)) license to use any Documentation during the Term solely for Customer's internal business purposes in connection with its use of the Services.

1.3 Changes. Provider reserves the right, in its sole discretion, to make any changes to the Services and Provider Materials to: (a) maintain or enhance: (i) the quality or delivery of Provider's services to its customers, (ii) the competitive strength of or market for Provider's services, or (iii) the Services' cost efficiency or performance; or (b) to comply with applicable law.

1.4 Subcontractors. Provider may, from time to time, in its sole discretion engage third parties to perform any part of the Services (each, a "Subcontractor"). Provider will remain directly responsible to the Customer for the acts or omissions of each Subcontractor.

1.5 Suspension or Termination of Services. Provider may suspend, terminate, or otherwise deny Customer's, any Authorized User's, or any other Person's access to or use of all or any part of the Services or Provider Materials, without incurring any resulting obligation or liability, if: (a) Provider receives a Governmental Order that expressly or by reasonable implication requires Provider to do so; or (b) Provider believes, in good faith and in its sole discretion, that: (i) Customer or any Authorized User has failed to comply with any term of this Agreement, or accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under this Agreement; (ii) Customer or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities relating to or in connection with any of the Services; or (iii) this Agreement is terminated. This does not limit any of Provider's other rights or remedies, whether at law, in equity, or under this Agreement.

1.6 Dealership Data Integration and Access. Customer hereby irrevocably and unconditionally conveys, grants, assigns, and otherwise transfers unto Daylight Technologies Inc. (the "Provider") an encumbrance-free, sublicensable (through multiple tiers), worldwide, perpetual, non-exclusive, royalty-free, and fully paid-up license, right, and entitlement to programmatically or otherwise access, retrieve, extract, synthesize, aggregate, ingest, cache, retain in perpetuity, distribute, syndicate, commercially exploit, monetize, and otherwise Process any and all data, metadata, and telemetric derivatives originating from or passing through Customer’s internal or affiliated systems, including, without limitation, Dealer Management Systems (DMS), Customer Relationship Management (CRM) architectures, inventory syndication feeds, and telephonic or electronic communication logs (collectively construed herein as "Dealership Data"), for any and all lawful business purposes, extending beyond the termination or expiration of the Term in perpetuum. Customer shall, without undue delay, furnish Provider with requisite administrative protocols, cryptographic API keys, authentication credentials, and structural integrations necessary to effectuate continuous and unhindered automated data extraction methodologies. Customer expressly acknowledges and stipulates that the efficacy and proper execution of the Services are strictly predicated upon continuous, unhindered, and unfettered access to the aforementioned Dealership Data.

2. USE RESTRICTIONS

Customer will not, and will not permit any other Person to, access or use the Services or Provider Materials except as expressly permitted by this Agreement and, in the case of Third-Party Materials, the applicable third-party license agreement. For purposes of clarity and without limiting the generality of the foregoing, Customer will not, except as this Agreement expressly permits:

(a) copy, modify, or create derivative works or improvements of the Services or Provider Materials;

(b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Services or Provider Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service;

(c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Services or Provider Materials, in whole or in part;

(d) bypass or breach any security device, or protection used by the Services or Provider Materials or access or use the Services or Provider Materials other than by an Authorized User through the use of their own then valid Access Credentials;

(e) input, upload, transmit, or otherwise provide to or through the Services or Provider Systems, any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code;

(f) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services, Provider Systems, or Provider's provision of services to any third party, in whole or in part;

(g) remove, delete, alter, or obscure any trademarks, Documentation, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Services or Provider Materials, including any copy thereof;

(h) access or use the Services or Provider Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any IP Right or other right of any third party, or that violates any applicable law;

(i) access or use the Services or Provider Materials for purposes of competitive analysis of the Services or Provider Materials, the development, provision, or use of a competing software service or product or any other purpose that is to the Provider's detriment or commercial disadvantage; or

(j) otherwise access or use the Services or Provider Materials beyond the scope of the authorization granted under this Section 2.

3. DATA PRIVACY AND SECURITY

3.1 Security Obligations. Provider will employ security measures in accordance with its security addendum attached hereto as Schedule A (the "Security Addendum").

3.2 Customer Control and Data Legitimacy. Customer retains sole responsibility for the accuracy, legality, and integrity of all Customer Data and Dealership Data. Customer represents, warrants, and covenants that it has provided all legally required disclosures and obtained all necessary explicit consents from its end consumers (including car buyers, leads, and website visitors) to allow Provider to access, scrape, or process such data via the platform, including automated text sequences, AI lead handling, and database reactivation scripts.

3.3 Access and Security. Customer will employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of any and all Access Credentials and protect against any unauthorized access to, or use of, the Services; and (b) control the content and use of Customer Data, including the uploading or other provision of Customer Data for Processing by the Services.

3.4 Privacy Safe Harbor and Platform Protection. Daylight Technologies Inc. acts strictly as a data processor regarding Customer Data. Provider shall not be held liable for any statutory violations under applicable federal, provincial, or state privacy laws (including PIPEDA or equivalent regional legislation) resulting from data compiled, inputted, or targeted by the Customer. Customer explicitly acknowledges that AI agents and automated tools process data dynamically, and Customer assumes all operational and legal risks associated with AI outputs, customer interactions, or automated outreach initiated through the platform.

4. FEES AND PAYMENT

4.1 Fees. Customer will pay Provider the fees for the Services as set forth in an Order Form (the "Fees").

4.2 Taxes. All Fees are exclusive of taxes and similar assessments, which will be invoiced together with the Fees. Without limiting the foregoing, Customer is responsible for all goods and services tax, provincial sales tax, service, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, provincial, or territorial governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Provider's income.

4.3 Payment. Unless otherwise set forth in an Order Form, invoices under this Agreement are payable, without holdback or setoff, upon delivery.

4.4 Late Payment. If Customer fails to make any payment when due, then, in addition to all other remedies that may be available: (a) Provider may charge interest on the past due amount at the rate of twelve percent (12%) per annum or, if lower, the highest rate permitted under applicable law; and (b) Provider may: (i) suspend performance of the Services until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to Customer or any other Person by reason of such suspension; or (ii) immediately terminate this Agreement upon written notice to Customer.

4.5 Fee Increases. Unless otherwise set forth in an Order Form, Provider may increase Fees with respect to any future months during the Term by providing written notice to Customer at least forty-five (45) days prior to the commencement of such increase.

5. INTELLECTUAL PROPERTY RIGHTS

5.1 Provider Materials. All right, title, and interest in and to the Provider Materials, including all IP Rights therein, are and will remain with Provider and, with respect to Third-Party Materials, the applicable third-party providers own all right, title, and interest, including all IP Rights, in and to the Third-Party Materials. Customer acknowledges and agrees that it has no right, license, or authorization with respect to any of the Provider Materials or Third-Party Materials (including any IP Rights therein) except as expressly set forth in Section 1.1 (Access and Use) or the applicable third-party license, in each case subject to Section 2 (Use Restrictions). All other rights in and to the Provider Materials and Third-Party Materials are expressly reserved by Provider and the respective third-party licensors. In furtherance of the foregoing, Customer hereby unconditionally and irrevocably grants to Provider an assignment of all right, title, and interest in and to the Aggregated Statistics, including all IP Rights relating thereto.

5.2 Customer Data. As between Customer and Provider, Customer is and will remain the sole and exclusive owner of all right, title, and interest in and to all Customer Data, including all IP Rights relating thereto, subject to the rights and permissions granted in Section 5.3 (Consent to Use Customer Data) and Section 3.4 (Provider Access to Customer Data).

5.3 Consent to Use Customer Data. Customer hereby irrevocably, unconditionally, and without reservation grants unto Daylight Technologies Inc. a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, and sublicensable (through multiple tiers) license, privilege, and permission to retain, utilize, modify, transpose, distribute, commercially exploit, syndicate, monetize, and otherwise Process Customer Data and Dealership Data for any and all business purposes whatsoever, in Provider's sole, absolute, and unfettered discretion, both durante vita of the Term and continuing ad infinitum thereafter. Without prejudice to the generality of the foregoing grant, Provider shall possess the plenary right to utilize and otherwise Process Customer Data and Dealership Data to effectuate the provision, maintenance, development, and enhancement of the Services, to train, iterate, or otherwise develop algorithmic models, heuristic systems, artificial intelligence architectures, or novel product offerings, and to satisfy any mandates under applicable statutory frameworks.

5.4 Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Provider may monitor Customer's use of the Services and collect and compile Aggregated Statistics. As between Provider and Customer, all right, title, and interest in Aggregated Statistics, and all IP Rights therein, belong to and are retained solely by Provider. Customer acknowledges that Provider may compile Aggregated Statistics based on Customer Data input into the Services. Without limiting any of the Provider's rights in this Agreement, Customer agrees that Provider may use Aggregated Statistics to the extent and in the manner as determined in Provider's sole discretion.

5.5 Reservation of Rights. Except for the limited rights and licenses expressly granted in this Agreement: (a) nothing in this Agreement grants any right, title, or interest (including any IP Rights) in or relating to the Services, Provider Materials, or Third-Party Materials, whether expressly, by implication, estoppel, or otherwise; and (b) all right, title, and interest (including any IP Rights) in and to the Services, the Provider Materials, and the Third-Party Materials are and will remain with Provider and the respective rights holders in the Third-Party Materials.

6. CONFIDENTIALITY

6.1 Confidential Information. Receiving Party hereby acknowledges that the Disclosing Party's Confidential Information is an asset of considerable value, the unauthorized use or disclosure of which would be damaging. Receiving Party will, during and subsequent to the Term: (a) keep the Confidential Information of the Disclosing Party confidential and use such Confidential Information solely as necessary for exercising its rights and performing its obligations under this Agreement; (b) not directly, or indirectly, without authorization from the Disclosing Party reveal, report, publish, disclose or transfer such Confidential Information to any third party; (c) utilize procedures constituting a high degree of care to maintain the security of such Confidential Information and in no event less than a reasonable standard of care under the circumstances; and (d) disclose such Confidential Information to its Representatives, solely on a need-to-know basis as reasonably required under this Agreement, provided that, all such Representatives are bound by confidentiality and restricted use obligations at least as protective as the provisions hereof. If a Receiving Party is required by law or court order to disclose any Confidential Information of the Disclosing Party, such Receiving Party will: (i) first notify the Disclosing Party of same in writing and without delay; and (ii) cooperate with the Disclosing Party, and use its own best efforts, to limit any such disclosure to the minimum disclosure necessary to comply with such law or court order.

6.2 Return of Confidential Information. Receiving Party will return or irretrievably destroy the Confidential Information of the Disclosing Party: (a) within thirty (30) days after such request from the Disclosing Party; or (b) promptly upon the termination of this Agreement; whichever is earlier. If requested by the Disclosing Party, the Receiving Party will provide a statutory declaration certifying the return or destruction (as applicable) within five (5) days thereafter.

7. TERM AND TERMINATION

7.1 Term. Unless terminated earlier pursuant to the terms and conditions of this Agreement: (a) this Agreement will commence on the Effective Date and will remain in effect for a period of one (1) year (the "Initial Term"); and (b) thereafter, the term of the Agreement will be automatically renewed for additional one (1) year renewal terms (any such subsequent renewal term referred to in this Agreement as a "Renewal Term"). Collectively, the Initial Term and any subsequent Renewal Term will constitute the "Term".

7.2 Termination for Convenience. (a) Customer may at any time terminate this Agreement for any or no reason with thirty (30) days prior written notice to Provider. (b) Provider may at any time terminate this Agreement, in whole or in part, for any reason or no reason whatsoever, in its sole and absolute discretion, effective immediately upon written notice (including by email) to Customer. In the event of a termination under this Section 7.2(b), Provider's sole obligation and liability to Customer, and Customer's sole and exclusive remedy, will be a pro-rated refund of any prepaid Fees attributable to the unexpired portion of the then-current Term following the effective date of termination, and Provider will incur no other obligation or liability to Customer arising out of or in connection with such termination.

7.3 Termination for Cause. Either Party may terminate this Agreement, effective on written notice to the other Party: (a) if the other Party breaches this Agreement, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured ten (10) days after the non-breaching Party provides the breaching Party with written notice of such breach (except as otherwise set forth in this Agreement); and (b) if the other Party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, liquidator or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

7.4 Effect of Termination. Upon any termination of this Agreement: (a) Provider will deliver to Customer a final statement of account and/or invoice for any Fees accrued up to and including the date of termination; and (b) any provision of this Agreement that imposes an obligation after termination of this Agreement will survive the termination of this Agreement, including Sections: 5.1 (Provider Materials), 5.2 (Customer Data), 5.4 (Aggregated Statistics), 5.5 (Reservation of Rights), 6 (Confidentiality), 7.4 (Effect of Termination), 8.3 (Disclaimer), 9 (Indemnification), 10 (Limitations of Liability) and 11 (Miscellaneous).

7.5 Refusal of Renewal. Provider reserves the right, in its sole and absolute discretion, to revoke Customer's access to the Services at the end of the Initial Term or any Renewal Term, and to refuse to renew this Agreement for any reason or no reason whatsoever as Provider sees fit, without incurring any obligation or liability to the Customer.

8. REPRESENTATIONS AND WARRANTIES

8.1 Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: (a) it is an entity formed and validly existing in the jurisdiction of its formation; (b) it has all required power and capacity to enter into this Agreement, to grant the rights and licenses granted under this Agreement and to perform its obligations under this Agreement; (c) the acceptance of this Agreement by its Representative has been duly authorized by all necessary corporate action; and (d) this Agreement will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as may be limited by any applicable bankruptcy, insolvency, reorganization, arrangement, moratorium, or similar laws related to or affecting creditors' rights generally or the effect of general principles of equity.

8.2 Additional Customer Representations, Warranties, and Covenants. Customer represents, warrants, and covenants to Provider that Customer owns or otherwise has, and will have, the necessary rights and consents in and relating to the Customer Data so that, as received by Provider and Processed in accordance with this Agreement, it does not and will not infringe, misappropriate, or otherwise violate any IP Rights, or any privacy or other rights of any third party or violate any applicable law.

8.3 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, ALL SERVICES AND PROVIDER MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE", AND PROVIDER HEREBY DISCLAIMS ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE UNDER THIS AGREEMENT, INCLUDING ANY AND ALL IMPLIED CONDITIONS AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, PROVIDER MAKES NO CONDITION OR WARRANTY OF ANY KIND THAT THE SERVICES OR PROVIDER MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL: (a) MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS; (b) OPERATE WITHOUT INTERRUPTION; (c) ACHIEVE ANY INTENDED RESULT; (d) BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES; OR (e) BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

YOU ACCEPT AND AGREE THAT ANY USE OR RELIANCE ON ANY OUTPUTS, FUNCTIONS, DECISIONS, ACTIONS OR OMISSIONS BY ARTIFICIAL INTELLIGENCE (AI) AGENTS, SYSTEMS, OR AUTOMATED PROCESSES IN CONNECTION WITH THE PROVIDER'S SERVICES IS AT YOUR SOLE RISK.

ANY AND ALL THIRD-PARTY MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE", AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR LICENSOR OF THE THIRD-PARTY MATERIALS. YOUR ACCESS TO, AND YOUR PROVISION OF ANY INFORMATION, DATA OR CONTENT TO, ANY THIRD-PARTY MATERIALS, WHETHER ACCESSED THROUGH THE SERVICES OR OTHERWISE, IS AT YOUR SOLE RISK.

9. INDEMNIFICATION

Customer will defend, indemnify, and hold harmless Daylight Technologies Inc., its affiliates, and their respective officers, directors, contractors, and employees against and from any and all third-party claims, regulatory fines, demands, actions, losses, or damages arising out of or in connection with: (a) Customer's breach of any privacy laws or data protection requirements; (b) Provider's authorized access to or extraction of Dealership Data via credentials provided by Customer; or (c) Any unauthorized consumer outreach or messaging executed by AI agents or platform automations on behalf of the Customer. This Section will survive the termination of this Agreement indefinitely.

10. LIMITATIONS OF LIABILITY

10.1 Exclusion of Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, AND EXCEPT AS OTHERWISE PROVIDED IN SECTION 10.3 (EXCEPTIONS), IN NO EVENT WILL PROVIDER HAVE ANY LIABILITY TO ANY OTHER PARTY FOR ANY INCIDENTAL, PUNITIVE, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOST SAVINGS, LOST OPPORTUNITY COSTS OR OTHER SIMILAR PECUNIARY LOSS), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

10.2 Cap on Monetary Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, AND EXCEPT AS OTHERWISE PROVIDED IN SECTION 10.3 (EXCEPTIONS), IN NO EVENT WILL THE AGGREGATE LIABILITY OF PROVIDER ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNTS PAID TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

10.3 Exceptions. THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION DO NOT APPLY TO LIABILITY FOR PROVIDER'S GROSS NEGLIGENCE OR WILFUL MISCONDUCT.

11. MISCELLANEOUS

11.1 Entire Agreement. This Agreement, which includes the Security Addendum and any and all Order Forms, constitutes the sole and entire agreement of the Parties with respect to the subject matter herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency or conflict between the terms and provisions of this Agreement and those of the Security Addendum and/or any Order Forms, the following order of precedence will govern: (a) first, this Agreement; (b) second, the Security Addendum; and (c) third, the Order Forms.

11.2 Governing Law. This Agreement is governed by and construed in accordance with the Laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction.

11.3 Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party will have authority to contract for or bind the other Party in any manner whatsoever.

11.4 Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

11.5 Interpretation. For purposes of this Agreement: (a) the words "include", "includes", and "including" are deemed to be followed by the words "without limitation"; (b) the words "herein", "hereof", "hereby", "hereto", and "hereunder" refer to this Agreement as a whole; (c) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (d) words denoting any gender include all genders. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

11.6 Assignment. This Agreement will not be assigned by either Party, whether voluntarily or involuntarily or by operation of law, in whole or in part, to any other entity without the prior written consent of the other Party. Notwithstanding the foregoing, upon written notice to the other Party, either Party may assign this Agreement to a successor in interest upon a merger, acquisition, reorganization, change of control, or sale of all or virtually all of the assets of such Party, and any such assignment will not require the consent of the other Party. Any assignment in violation of this Section will be null and void from the beginning and will be deemed a breach of this Agreement.

11.7 Successors and Assigns. This Agreement will be binding upon and enure to the benefit of the parties hereto and their respective permitted successors and permitted assigns.

11.8 Amendments. Provider may update these terms from time to time by posting the updated version at this page with a revised "Last updated" date; continued access to or use of the Services after such posting constitutes acceptance of the updated terms. Any other amendment must be in writing and signed by each Party.

11.9 Waiver. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

11.10 Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction by a court of competent jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. To the maximum extent permitted by applicable law, any such impugned provision(s) will be deemed to be amended such that they fulfill their original intent as closely as possible while remaining compliant with applicable law.

11.11 Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 6 (Confidentiality) or, in the case of Customer, Section 2 (Use Restrictions), or Section 3.2 (Customer Control and Responsibility) would cause the other Party irreparable harm for which monetary damages may not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the non-breaching Party will be entitled to seek equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

11.12 Independent Legal Advice. Each Party agrees that: (a) they have been afforded the opportunity to obtain independent legal advice, and that they have either done so or waived their right to do so; and (b) this Agreement constitutes a binding legal obligation and that they are estopped from raising any claim on the basis that they have not obtained such advice.

12. DEFINITIONS

"Access Credentials" means any user name, identification number, password, or other security code, method, technology, or device, used alone or in combination, to verify an individual's identity and authorization to access and use the Services.

"Aggregated Statistics" means data and information related to Customer's and its Authorized Users' use of the Services that is used by Provider in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.

"Authorized Users" means Customer's employees, consultants, contractors, and agents: (a) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement; and (b) for whom access to the Services has been purchased hereunder.

"Confidential Information" means information that is not generally known to the public or that otherwise constitutes a trade secret under applicable law, including without limitation, technical information, know-how, technology, software applications and code, prototypes, ideas, inventions, methods, improvements, data, files, information relating to client identities and other client information; provided that, Confidential Information does not include any of the foregoing information that Receiving Party can demonstrate: (a) has entered into the public domain through no wrongful act or breach of any obligation of confidentiality by the Receiving Party; (b) was in the lawful knowledge and possession of, or was independently developed by, the Receiving Party prior to the time it was disclosed to, or learned by, the Receiving Party hereunder as evidenced by written records; (c) was rightfully received by Receiving Party from a third party without a breach of such third party's obligations of confidentiality; or (d) was approved in writing for release by the Disclosing Party.

"Customer Data" means information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, from Customer or an Authorized User by or through the Services. For the avoidance of doubt, Customer Data does not include Aggregated Statistics or any other information reflecting the access or use of the Services by or on behalf of Customer or any Authorized User.

"Customer Systems" means the Customer's information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services.

"Disclosing Party" means the Party who discloses or otherwise divulges Confidential Information to the other Party.

"Documentation" means any manuals, instructions, or other documents or materials that Provider may provide or make available to Customer from time to time in any form or medium and which describe the functionality, components, features, or requirements of the Services or Provider Materials, including any aspect of the operation, use, support, or maintenance thereof.

"Governmental Authority" means any federal, provincial, territorial, municipal, or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations, or orders of such organization or authority have the force of law), or any arbitrator, court, or tribunal of competent jurisdiction.

"Governmental Order" means any order, writ, judgment, injunction, decree, stipulation, award, or determination entered by or with any Governmental Authority.

"Harmful Code" means any software, hardware, or other technology, device, or means, including any virus, trojan horse, worm, backdoor, malware, or other malicious computer code, the purpose or effect of which is to: (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any: (i) computer, software, firmware, hardware, system, or network; or (ii) application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data Processed thereby; or (b) prevent Customer or any Authorized User from accessing or using the Services or Provider Systems as intended by this Agreement.

"IP Rights" means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

"Order Form" means: (a) any written agreement that is signed by Provider and Customer in connection with this Agreement; or (b) any other written agreement (e-mail to suffice) between the Parties that is expressly approved by Provider; in each case, pursuant to which Provider and Customer identify and agree on additional commercial details applicable to the provision of the Services to the Customer hereunder (e.g., the applicable Fees).

"Person" means an individual, corporation, partnership, joint venture, limited liability entity, Governmental Authority, unincorporated organization, trust, association, or other entity.

"Process" means to take any action or perform any operation or set of operations that the Services are capable of taking or performing on any data, information, or other content. "Processing" and "Processed" have correlative meanings.

"Provider Materials" means the Services, Documentation and Provider Systems and any and all other information, data, documents, materials, works and other content, devices, methods, processes, hardware, software, and other technologies, and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by Provider or any Provider Personnel in connection with the Services or otherwise comprise or relate to the Services or Provider Systems. For the avoidance of doubt, Provider Materials include Aggregated Statistics and any information, data, or other content derived from Provider's monitoring of Customer's and its Authorized Users' access to or use of the Services, but do not include Customer Data.

"Provider Personnel" means all individuals involved in the performance of Services as employees, agents, or independent contractors of Provider, including any Subcontractor.

"Provider Systems" means the information technology infrastructure used by or on behalf of Provider in performing the Services, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Provider or through the use of third-party services.

"Receiving Party" means the party who receives or otherwise obtains Confidential Information from the Disclosing Party.

"Representatives" means, with respect to a Party, that Party's employees, contractors, officers, directors, agents, and legal advisors.

"Services" means the Provider's Idealride CRM software-as-a-service offering that facilitates centralized communication, data management, AI-driven sales automation, and operations for automotive dealerships.

"Subcontractor" has the meaning set forth in Section 1.4 (Subcontractors).

"Term" has the meaning set forth in Section 7.1 (Term).

"Third-Party Materials" means materials and information, in any form or medium, including any open-source or other software, APIs, documents, data, content, specifications, products, equipment, or components of or relating to the Services that are not proprietary to Provider.

SCHEDULE A — SECURITY ADDENDUM

This Security Addendum (the "Security Addendum") is incorporated into the Terms of Service between Daylight Technologies Inc. ("Provider") and the Customer (the "Agreement"), and is effective as of the Effective Date set forth in the Agreement. Any capitalized terms used but not defined herein will have the meanings set forth in the Agreement.

A1. Personal Information Processing. The Parties agree and acknowledge that the Agreement and Services thereunder will require the Provider to process Personal Information provided by the Customer. The Customer discloses Personal Information to the Provider only for the limited and specified Business Purposes. Each Party is responsible for its compliance obligations under the applicable Privacy and Data Protection Requirements.

A2. Provider's Obligations. The Provider will only process the Personal Information to the extent, and in such a manner, as is necessary for the Business Purposes. The Provider will not process the Personal Information for any other purpose or in a way that does not comply with this Security Addendum or the Privacy and Data Protection Requirements. The Provider will maintain the confidentiality of all Personal Information and will not disclose Personal Information to third parties unless: (a) it is necessary for the provision of the Services and fulfillment of the Provider's other obligations under the Agreement; (b) the Customer or this Security Addendum specifically authorizes the disclosure in compliance with Privacy and Data Protection Requirements; or (c) as otherwise required by applicable law. If a law requires the Provider to process or disclose Personal Information, the Provider must first inform the Customer of the legal requirement and give the Customer an opportunity to object or challenge the requirement, unless the law prohibits such notice. The Provider will reasonably assist the Customer with meeting the Customer's compliance obligations under the Privacy and Data Protection Requirements, considering the nature of the Provider's processing and the information available to the Provider. The Customer acknowledges that the Provider is under no duty to investigate the completeness, accuracy, or sufficiency of any specific Customer instructions or the Personal Information other than as required under the Privacy and Data Protection Requirements.

A3. Provider's Employees. The Provider will limit Personal Information access to: (a) those employees who require Personal Information access to meet the Provider's obligations under this Security Addendum and the Agreement; and (b) the part or parts of the Personal Information that those employees require for the performance of their duties. The Provider will ensure that all employees: are informed of the Personal Information's confidential nature and use restrictions; have undertaken training on the Privacy and Data Protection Requirements relating to handling Personal Information and how it applies to their particular duties; and are aware both of the Provider's duties and their personal duties and obligations under the Privacy and Data Protection Requirements and this Security Addendum. The Provider will take reasonable steps to ensure the reliability, integrity, and trustworthiness of all of the Provider's employees with access to the Personal Information.

A4. Security. Taking into account industry standards for similarly positioned businesses, the costs of implementation, and the nature, scope, context and purposes of Processing, as well as the risk of varying likelihood and severity for the rights and freedoms of individuals, without prejudice to any other security standards agreed upon by the Parties, the Provider must at all times implement appropriate technical and organizational measures designed to safeguard Personal Information against unauthorized or unlawful processing, access, copying, modification, storage, reproduction, display, or distribution, and against accidental loss, destruction or damage. The Provider will notify the Customer without undue delay if it receives a request from a Data Subject for access to their Personal Information or a request to correct, delete, or withdraw its consent from any use by Customer or Provider of same. The Provider must take reasonable precautions to preserve the integrity of any Personal Information it processes and to prevent any corruption or loss of the Personal Information.

A5. Security Breaches. The Provider will promptly notify the Customer if it becomes aware that any Personal Information is lost or destroyed or becomes damaged, corrupted, or unusable, or of: (a) any unauthorized or unlawful processing of the Personal Information; or (b) any Security Breach. Immediately following any unauthorized or unlawful Personal Information processing or Security Breach, the Parties will co-ordinate with each other to investigate the matter, and the Provider will reasonably co-operate with the Customer in the Customer's handling of the matter. The Provider agrees that the Customer has the sole right to determine: (a) whether to provide notice of the Security Breach to any Data Subjects, regulators, law enforcement agencies or others, as required by Privacy and Data Protection Requirements or other laws or regulations, or at the Customer's discretion, including the contents and delivery method of the notice; and (b) whether to offer any type of remedy to affected Data Subjects, including the nature and extent of such remedy.

A6. Cross-Border Personal Information Transfers. The Parties will only effect a cross-border transfer of Personal Information in accordance with Privacy and Data Protection Requirements. If any Personal Information transfer between the Provider and the Customer requires execution of Standard Contractual Clauses to comply with the Privacy and Data Protection Requirements, the Parties will complete all relevant details in, and execute, the Standard Contractual Clauses and take all other actions required to legitimize the transfer.

A7. Subcontractors. Provider has Customer's general authorization for Provider to engage Subcontractors in connection with the Services, subject to these terms and provided that each Subcontractor is bound by security obligations and responsibilities no less protective of Personal Information than those in this Security Addendum to the extent applicable to the nature of the services provided by such Subcontractor. Provider will be responsible for obligations subcontracted to any Subcontractor as if such obligations had been performed by Provider.

A8. Term and Termination. This Security Addendum will remain in full force and effect until the later of the following: (a) the Agreement remains in effect; or (b) the Provider retains any Personal Information related to the Agreement in its possession or control. Upon termination of the Agreement for any reason, the Provider will securely destroy or, if directed in writing by the Customer, return and not retain, all or any Personal Information related to this Security Addendum in its possession or control.

A9. Definitions. "Business Purpose" means the services described in the Agreement, and any other purpose set forth in the Agreement or otherwise agreed by the Parties. "Data Subject" means an individual who is the subject of Personal Information. "Personal Information" means any information the Provider collects, uses, processes or maintains for the Customer that: (a) relates to an identifiable individual and identifies or can be used to identify that individual, directly or indirectly, either alone or in combination with other personal or identifying information that is or can be associated with that specific individual; or (b) the relevant Privacy and Data Protection Requirements otherwise define as protected personal information. "Privacy and Data Protection Requirements" means all applicable laws and regulations relating to the processing, protection, or privacy of Personal Information. "Security Breach" means any act or omission that compromises the security, confidentiality, or integrity of Personal Information or the physical, technical, administrative, or organizational safeguards put in place to protect it. "Standard Contractual Clauses (SCC)" means the European Commission's Standard Contractual Clauses for the transfer of Personal Information from the European Union to processors established in third countries. In the case of conflict or ambiguity between any of the provisions of this Security Addendum and the provisions of the Agreement, the provisions of the Agreement will prevail; and between any of the provisions of this Security Addendum and any executed Standard Contractual Clauses, the provisions of the executed Standard Contractual Clauses will prevail.