ANSCRIPT Dealer Solutions – Terms and Conditions

Effective Date: September 28, 2026

Proprietary Rights and Anti-Copying Notice

PLEASE READ THIS NOTICE FIRST. IT APPLIES TO EVERYONE WHO ACCESSES THE PLATFORM OR WEBSITE, WHETHER OR NOT THEY CREATE AN ACCOUNT.

A. Ownership. ANSCRIPT Solutions LLC, a limited liability company based in Illinois ("ANSCRIPT," "Company," "we," "us," or "our"), owns ANSCRIPT Dealer Solutions, including its platform, tools, websites, domain names, and all related intellectual property. This includes source and object code, software architecture, databases and data structures, APIs, algorithms and models, workflows, business rules and logic, user interface designs, screen layouts, look and feel, trade dress, text, graphics, photographs, documentation, and the names "ANSCRIPT," "ANSCRIPT Solutions," and "ANSCRIPT Dealer Solutions," the tool names used in the Platform, and all logos, slogans, and other brand elements, including all common-law rights in them, whether or not registered (together, the "Proprietary Materials"). The Proprietary Materials are protected by U.S. copyright, trademark, unfair competition, patent, and trade secret laws, including the Illinois Trade Secrets Act (765 ILCS 1065) and the federal Defend Trade Secrets Act. All rights not expressly granted are reserved.

B. No copying or cloning. No person may, directly or through others:

1. copy, reproduce, modify, translate, or create derivative works of any Proprietary Materials;
2. reverse engineer, decompile, disassemble, or attempt to derive the source code, data models, or underlying logic of the Platform;
3. replicate, imitate, or build a product, website, or service with substantially similar features, workflows, screens, or look and feel, using knowledge gained from accessing the Proprietary Materials;
4. scrape, crawl, harvest, or use bots, scripts, or automated tools to extract content, data, or designs from the Platform or website;
5. record, screenshot, or describe the Platform, its beta features, or its documentation in order to share them with a competitor or to help build a competing product;
6. use any Proprietary Materials to train, fine-tune, or prompt an artificial intelligence or machine learning model;
7. use the ANSCRIPT names, logos, or other brand elements, or any confusingly similar name, logo, domain name, or social media handle, without ANSCRIPT's prior written consent, or suggest that ANSCRIPT sponsors or endorses anything.

C. Competitors prohibited. Developers, vendors, or providers of parts tracking, repair order, service scheduling, rental car, dealer management, or other dealership or service-center software, and anyone acting for them, may not access the Platform or non-public areas of the website without ANSCRIPT's prior written consent.

D. Confidentiality of non-public features. The Platform's unreleased and beta features, designs, performance, pricing plans, roadmap, and non-public documentation are ANSCRIPT's Confidential Information. Users may not publish or disclose them without written consent.

E. Remedies. Any violation of this Notice will cause ANSCRIPT irreparable harm. ANSCRIPT may seek an immediate injunction in any court of competent jurisdiction, without posting a bond to the extent permitted by law, in addition to damages and all other remedies. Unauthorized access may also violate the federal Computer Fraud and Abuse Act and Illinois computer crime laws (720 ILCS 5/17-50 et seq.). The violating party will pay ANSCRIPT's reasonable attorneys' fees and costs of enforcement. ANSCRIPT may terminate access immediately upon any suspected violation. This Notice survives termination, and the liability limits in Section 16 do not apply to violations of it.

1. Acceptance of These Terms

1.1 Agreement. These Terms and Conditions (the "Terms"), together with the Data Processing Addendum (Exhibit A), the Service Level Schedule (Exhibit B), any online registration, order form, or Statement of Work (each an "Order"), and, for a Customer enrolled in a beta test, the Beta Testing Agreement described in Section 5, form a binding agreement (the "Agreement") between ANSCRIPT Solutions LLC and the dealer group, dealership, repair chain, or shop identified when the account was created ("Customer," "you"). Individual staff who sign in do so on the Customer's behalf and are bound by Sections 4, 6, and 13 and the Proprietary Rights and Anti-Copying Notice.

1.2 Click-through acceptance. By checking the acceptance box, clicking "I Agree," accepting an invitation, or accessing ANSCRIPT Dealer Solutions and its tools and website (together, the "Platform"), you accept the Agreement. If you do not agree, do not use the Platform.

1.3 Authority. The individual accepting these Terms represents that they are at least 18 years old and have authority to bind the Customer and every Store on the account. If that person lacks authority, that person is personally bound by these Terms.

1.4 Business use only. The Platform is sold to businesses only. It is not a consumer product, and consumer protection laws that apply only to consumer purchases do not apply to this Agreement.

1.5 Electronic agreement. The parties agree that this Agreement, and any Order or notice under it, may be accepted and signed electronically, including by clicking to accept, and that an electronic record and electronic signature have the same effect as paper and ink, as the Illinois Electronic Commerce Security Act (5 ILCS 175) and the federal E-SIGN Act allow.

1.6 Order of precedence. If documents conflict, this order controls: (a) a signed Order that expressly overrides these Terms; (b) for matters of a beta test only, the Beta Testing Agreement; (c) Exhibit A (for data protection matters only); (d) these Terms; (e) Exhibit B; (f) online documentation.

2. Definitions

• "Authorized User" means an individual employee or contractor of a Store to whom Customer (or its manager) gives a unique login.
• "Customer Data" means data Customer or its Authorized Users submit to the Platform, including parts orders, repair order (RO) numbers, technician names, rotations, service rental car appointments and check-ins, vehicle identification numbers (VINs), stock numbers, mileage, photographs, notes, and End Customer contact details.
• "Dealer Group" means the Customer and each affiliate listed on the account. An "affiliate" is an entity that controls, is controlled by, or is under common control with the Customer, where "control" means more than 50% voting ownership.
• "End Customer" means a consumer or business that buys vehicles, parts, or service from, or rents a vehicle from, a Store.
• "Customer Information" or "NPI" means nonpublic personal information about End Customers, as defined under the Gramm-Leach-Bliley Act (GLBA) and the FTC Safeguards Rule (16 C.F.R. Part 314), contained in Customer Data.
• "Store" means a single physical dealership or shop location, with its own street address and (where applicable) its own OEM dealer code, that is listed on the account under an Order. Each Store is a "location" in the Platform. Customer Data is kept separately for each Store and is not shared between Stores or between Customers.
• "Platform Data" means data generated by the Platform about its own operation, such as usage logs, performance metrics, and system configurations, excluding Customer Data in identifiable form.
• "Aggregated Data" means statistical information about the operation and use of the Platform that has been de-identified and combined across customers so that it does not identify Customer, any Store, any Authorized User, or any End Customer, and that is not derived from the content of Customer Data records (for example, counts, timings, and error rates).
• "Third-Party Service" means any software, service, or data source not owned by ANSCRIPT, including sign-in, hosting, database, file storage, email, web search, GroupMe, government data services, dealer management systems (DMS), OEM parts catalogs and portals, and suppliers.
• "Custom Work" means any configuration, integration, workflow, report, script, connector, or interface change that ANSCRIPT builds or modifies at Customer's request.

3. The Platform and License Scope

3.1 The Platform. ANSCRIPT Dealer Solutions is a suite of quality-of-life and tracking tools for service centers. Tools currently include the Parts Order Tracker (with its part-number lookup), the Master RO Log & Shop Rotation, and the SRC Scheduler, which includes SRC Check-In (recording a service rental car's return with photographs). ANSCRIPT may add, change, or retire tools and features (see Section 5.1), and each Customer's account may have only some tools switched on.

3.2 License grant. Subject to these Terms, ANSCRIPT grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the term to allow Authorized Users to access and use the Platform, through a web browser, solely for the internal operations of the Stores listed on the account. The Platform is licensed, not sold.

3.3 Scope. Each Order states its scope. If none is stated, the scope is the Stores listed on the account.

3.4 Adding Stores. Customer must have ANSCRIPT add each new, acquired, or relocated location to the account before any Authorized User uses the Platform for it. There is no charge to add Stores during a beta test or free period. Afterward, new Stores are billed at the then-current rate.

3.5 Divestitures and mergers. If a Store is sold or leaves the Dealer Group, its license ends on the closing date. The buyer gains no rights under this Agreement unless it accepts these Terms under its own account. A Store's Customer Data may be transferred to the buyer only on Customer's written instruction and at Customer's responsibility for the transfer's legality.

3.6 Shared staff. Some roles (for example, BDC staff and directors) may work across a chosen set of Stores within the same Dealer Group. An individual may not use the Platform for any location that is not a listed Store.

3.7 Restrictions. Customer will not, and will not permit anyone to:

1. use the Platform for any location, branch, or affiliated business not listed on the account;
2. share, resell, sublicense, or provide access to any entity outside the Dealer Group, including separately owned dealerships, even if they share an owner, a manager, or a building;
3. use the Platform as a service bureau or to provide services to third parties;
4. reverse engineer, decompile, scrape, or copy the Platform, except as applicable law expressly permits;
5. use the Platform to build a competing product, or benchmark it for publication without our consent;
6. exceed usage limits, rate limits, or seat counts in the Order or the Platform.

3.8 Verification. On 15 days' written notice, no more than once per year, ANSCRIPT may verify compliance with this Section using account logs and reasonable records. If use exceeds the licensed scope, ANSCRIPT may suspend the excess use and, once paid pricing is in effect, charge for the excess at the then-current list price, back-dated to when it began.

4. Accounts, Users, and Sign-In Security

4.1 Invitation only. Accounts are created and removed only by ANSCRIPT. Staff logins are created by invitation from ANSCRIPT. Managers, directors, and group administrators manage their staff's roles and Store access only through the Platform's own workflows and within the rights it gives them, and access is given only to the Stores and tools each person needs.

4.2 One person, one login. Each login is for one named individual. Credentials may not be shared, pooled, or rotated among people, and generic logins such as "counter" or "partsdesk" are prohibited.

4.3 Two-step verification. Sign-in requires two-step verification (by text message or authenticator app) while ANSCRIPT has it switched on. Customer will not attempt to bypass it.

4.4 Inactivity and shared computers. The Platform signs a person out after a period of inactivity, unless they mark a browser as their own computer. Customer is responsible for ensuring that its staff use that option only on a computer that only they use, and never on a shared counter or lot computer.

4.5 Customer responsibility. Customer is responsible for all activity under its accounts, for keeping credentials confidential, for giving roles and Store access that match each person's job, and for removing access within one business day after a person leaves or changes roles.

4.6 Suspected misuse. Customer must notify us at anicolussi@anscriptsolutions.com promptly after learning of lost credentials or unauthorized access. We may suspend any login that we reasonably believe is shared or compromised.

4.7 ANSCRIPT access. ANSCRIPT personnel may access a Customer's account and Customer Data only as needed to provide, support, secure, and improve the Platform, to investigate misuse, or as the law requires. Access to another Customer's data is logged. ANSCRIPT personnel may use a feature that shows the Platform as a given role would see it, for support and testing.

5. Beta Testing, Free Access, and Fees

5.1 Pre-release status. Parts of the Platform, and the Platform itself, may be provided as a pre-release beta. Beta features may contain errors and incomplete functionality and may be slower or less reliable than a finished product. ANSCRIPT may add, change, limit, or remove any feature, or suspend or discontinue any tool or the Platform, at any time, with or without notice, subject to Section 17.

5.2 Beta testing program. A Customer may be enrolled by ANSCRIPT Solutions LLC in a beta test of ANSCRIPT Dealer Solutions. A Customer that is enrolled in a beta test of ANSCRIPT Dealer Solutions with ANSCRIPT Solutions LLC will not be charged for the Platform during the beta test period, subject to the terms of the Beta Testing Agreement. The Beta Testing Agreement is a separate document between ANSCRIPT and the Customer. It sets out the beta test period, the tools and Stores included, feedback and confidentiality duties, and how the beta test ends. If the Customer does not have a signed or accepted Beta Testing Agreement, it is not enrolled in a beta test, and this Section 5.2 gives it no right to free access.

5.3 What the free period is and isn't. The absence of charges during a beta test period is a condition of the beta test, not a promise that any tool or feature will remain free, available, or unchanged afterward. Free access ends when the beta test period ends, when the Beta Testing Agreement ends or is terminated, or when the Customer stops complying with it. Free access does not include third-party charges described in Section 5.6.

5.4 Pricing after the beta test. ANSCRIPT will give Customer at least 30 days' written notice of the pricing that will apply after the beta test period. Customer will not be charged unless it affirmatively accepts that pricing, such as by accepting an Order or entering payment details. If Customer does not accept, its access ends when the beta test period ends, and Customer may obtain its data as provided in Section 17.5.

5.5 Beta limits on commitments. During a beta test and any other free period, the uptime commitment and Service Credits in Section 12 and the performance warranty in Section 14.2 do not apply. Customer should keep its own copies of any records it needs, because data loss or corruption may occur in pre-release software. Customer's DMS and other systems of record remain its official records.

5.6 Third-party charges. Charges imposed by Third-Party Services (for example, a DMS, an OEM portal, a phone carrier, or a messaging provider) are Customer's responsibility, whether or not the Platform is free (see Section 7).

5.7 Paid subscriptions. After Customer accepts paid pricing: (a) fees are stated in the Order, in U.S. dollars, and are non-refundable except as this Agreement expressly says; (b) invoices are due within 30 days; (c) fees exclude sales, use, and similar taxes, which Customer pays, other than taxes on ANSCRIPT's income; (d) overdue amounts bear interest at the lesser of 1% per month or the highest rate Illinois law allows; (e) ANSCRIPT may suspend the account for non-payment after 10 days' notice; and (f) ANSCRIPT may change prices for a later term on at least 30 days' notice before that term starts.

6. Acceptable Use

6.1 Rules. Customer and its Authorized Users will not, and will not attempt to:

1. violate any law, regulation, third-party right, or contract in using the Platform;
2. access, view, or change another Customer's or Store's data, or bypass any access, role, or Store restriction, rate limit, security control, or two-step verification;
3. probe, scan, or test the Platform's security, or run load or penetration tests, without ANSCRIPT's written permission;
4. introduce malware, or interfere with or overload the Platform, its network, or its providers;
5. send spam or unlawful, deceptive, harassing, or infringing content through the Platform;
6. upload data the Platform is not designed to hold (see Section 9.7), or content that Customer has no right to upload;
7. use the Platform's outputs, including looked-up part information, to make or support a safety-critical decision without independent verification;
8. access the Platform by any means other than the interfaces ANSCRIPT provides, including by automated tools;
9. remove or hide any proprietary notice, or misrepresent its affiliation with ANSCRIPT.

6.2 Enforcement. ANSCRIPT may investigate suspected violations, remove content, and suspend or end access under Section 17. Customer is responsible for violations by its Authorized Users.

7. Third-Party Services and Integrations

7.1 Services the Platform uses. The Platform runs on and connects to Third-Party Services, including Netlify (hosting and file storage), MongoDB Atlas on Amazon Web Services (database), Clerk and Google (sign-in), Cloudflare (sign-up security check), Resend (email delivery), GroupMe (posts to a Store's group, if the Store sets it up), Brave Search (part-number lookup), and the U.S. National Highway Traffic Safety Administration's public VIN service. ANSCRIPT may change these providers, and Customer's use of them through the Platform is also subject to their terms.

7.2 No control. ANSCRIPT does not own or control Third-Party Services and is not responsible or liable for:

1. outages, delays, errors, or changes by a Third-Party Service, including a provider changing, restricting, limiting, or ending its service or terms;
2. a provider blocking, suspending, or charging for access;
3. fees a provider charges Customer or ANSCRIPT for Customer's use or connection;
4. the accuracy, completeness, or timeliness of information a Third-Party Service supplies, including part names, numbers, supersessions, prices, availability, fitment, VIN decoding, and web search results.

7.3 Customer authorization. If Customer connects a DMS, CRM, OEM portal, GroupMe group, or other Third-Party Service to the Platform, Customer authorizes ANSCRIPT to exchange data with it as the feature requires, and represents that it has every right, license, and consent needed under its contracts with that provider and that ANSCRIPT's access will not breach them.

7.4 Reasonable efforts. When a provider changes its interface, ANSCRIPT will use commercially reasonable efforts to restore an affected feature but does not guarantee that any integration will remain available. Loss of an integration is not a breach of this Agreement, and downtime caused by a Third-Party Service does not count against any uptime commitment.

7.5 Verify before relying. The Platform is a tracking and workflow tool. Customer must review parts orders, part information, prices, returns, ROs, and rental records before relying on them for purchasing, pricing End Customers, OEM warranty claims, parts returns, or rental-agreement and damage decisions, and must keep them consistent with its official systems of record.

8. Data Ownership and Use

8.1 Customer owns Customer Data. As between the parties, Customer owns all Customer Data. Customer grants ANSCRIPT a non-exclusive, worldwide, royalty-free license during the term to host, process, transmit, display, and back up Customer Data as needed to provide, secure, support, and improve the Platform for Customer and as Customer directs, and as Section 17.5 describes afterward.

8.2 ANSCRIPT owns Platform Data. ANSCRIPT owns all Platform Data, including logs, performance metrics, and derived analytics, excluding Customer Data in identifiable form.

8.3 Aggregated Data. ANSCRIPT may create, use, and disclose Aggregated Data for any lawful purpose, including improving the Platform and developing its products. Aggregated Data will not identify, and ANSCRIPT will not attempt to re-identify, Customer, any Store, any Authorized User, or any End Customer, and will never contain NPI, End Customer names or contact details, VINs, photographs, or notes.

8.4 No AI training on Customer Data. ANSCRIPT will not use the content of Customer Data to train or fine-tune an artificial intelligence or machine learning model.

8.5 No sale of personal information. ANSCRIPT will not sell or share End Customer personal information, as those terms are defined under applicable state privacy laws, and will act as Customer's service provider or processor for that information.

8.6 Data kept separately. ANSCRIPT designs the Platform so that Customer Data is kept separate by Customer and by Store, and is available only to people whose role and Store access allow it. Customer is responsible for assigning those roles and access correctly.

8.7 Feedback. If Customer or its Authorized Users send suggestions or feedback about the Platform, ANSCRIPT may use them without restriction, payment, or attribution.

8.8 Privacy Policy. ANSCRIPT's handling of personal information is also described in its Privacy Policy. As to End Customer data, ANSCRIPT acts for Customer as described in Section 9.1 and Exhibit A, and Customer, not ANSCRIPT, is responsible for its own privacy notices to End Customers.

9. Data Security and Regulatory Compliance

9.1 Roles. A Customer that is a motor vehicle dealer is a "financial institution" under the GLBA and the FTC Safeguards Rule, 16 C.F.R. Part 314. ANSCRIPT acts as Customer's "service provider" under 16 C.F.R. § 314.4(f) and processes Customer Information only on Customer's behalf and instructions. ANSCRIPT is also a data collector that maintains, but does not own, personal information under the Illinois Personal Information Protection Act, 815 ILCS 530 ("PIPA"). Customer remains responsible for its own information security program, including its oversight of service providers.

9.2 ANSCRIPT's safeguards. ANSCRIPT will maintain administrative, technical, and physical safeguards that are reasonable for the sensitivity of the information, consistent with PIPA's reasonable-security standard (815 ILCS 530/45). Those safeguards include:

1. encryption of data in transit and at rest;
2. sign-in through an established identity provider, with two-step verification for all logins while switched on (Section 4.3);
3. role-based access that limits each person to the Stores and tools assigned, and separation of each Customer's data from every other Customer's;
4. a log of significant changes and of ANSCRIPT staff access across Customers;
5. limits on how often customer emails can be sent, and secure (https) links only in customer emails;
6. keeping stored photographs private, so they can be viewed only through the Platform by people allowed to see the record;
7. periodic security review, and equivalent safeguards required of subprocessors.

9.3 GLBA use and disclosure limits. ANSCRIPT will not use or disclose Customer Information except to perform the Agreement, as Customer directs, as required by law, or as this Agreement permits for Aggregated Data, consistent with the reuse and redisclosure limits of the GLBA Privacy Rule (Regulation P, 12 C.F.R. Part 1016).

9.4 Shared responsibility. ANSCRIPT's security responsibility ends at the Platform's application and hosting boundary. Customer is responsible for everything on its side of that boundary.

9.5 Security Incidents. ANSCRIPT will notify Customer without unreasonable delay, as PIPA requires (815 ILCS 530/10(b)), and where practicable within 72 hours, after confirming unauthorized acquisition of, or access to, unencrypted Customer Information or personal information in ANSCRIPT's systems (a "Security Incident"). ANSCRIPT will cooperate with Customer and give it the information it reasonably needs to meet its own obligations, including notice to the FTC under 16 C.F.R. § 314.4(j), notice to affected Illinois residents and, where required, the Illinois Attorney General under PIPA, and notices under other state laws. Customer decides whether and how to notify End Customers and regulators, unless the law requires ANSCRIPT to do so.

9.6 Incidents caused by Customer. ANSCRIPT is not responsible for Security Incidents caused by compromised Customer credentials, a Customer's failure to complete two-step verification, misuse of the "own computer" option, Customer's devices or networks, or Customer's Third-Party Services. Customer will reimburse ANSCRIPT's reasonable costs of investigating and responding to those incidents.

9.7 No prohibited data. The Platform is not designed to hold Social Security numbers, driver's license or state ID numbers (including photographs of them), credit applications, credit reports, bank or card account numbers, health information, or biometric identifiers or biometric information as defined in the Illinois Biometric Information Privacy Act, 740 ILCS 14 ("BIPA"), such as fingerprints, face geometry, or voiceprints. Customer will not upload such data into free-text fields, notes, photos, or attachments, and will not use the Platform's photo features to photograph people. ANSCRIPT does not collect, capture, or use biometric data and has no liability for prohibited data uploaded in breach of this Section.

9.8 Compliance documentation. On request, no more than once per year, ANSCRIPT will provide a summary of its security program and responses to a reasonable security questionnaire, to support Customer's oversight of service providers.

10. Email, GroupMe, and Messaging

10.1 Customer is the sender. When Customer uses the Platform to send an email or other message to an End Customer (such as a parts-arrival notice) or to post to a GroupMe group, Customer is the sender and initiator of the message. ANSCRIPT provides the technology only and does not choose recipients, timing, or content, except for the fixed wording of a template. The Platform currently sends email and GroupMe posts only. If text messaging is added later, this Section applies to it.

10.2 Customer's compliance obligations. Customer is solely responsible for complying with all laws that govern its messages, including the CAN-SPAM Act, the Telephone Consumer Protection Act (TCPA) and FCC rules, the Illinois Electronic Mail Act (815 ILCS 511), the Illinois Telephone Solicitations Act (815 ILCS 413), the Illinois Automatic Telephone Dialers Act (815 ILCS 305), and Do-Not-Call rules. Customer will:

1. obtain and keep records of the consent each law requires before messaging an End Customer;
2. send only transactional messages (such as "your part has arrived") through the Platform, and not marketing;
3. honor opt-out and consent-revocation requests within the time the law requires;
4. include required sender identification and opt-out information, and a valid physical postal address where the law requires one;
5. use only End Customer contact details that the End Customer gave it, and never purchased, rented, or scraped lists.

10.3 Templates. Any message template ANSCRIPT supplies is a sample only. Customer is responsible for reviewing and approving the content and reply addresses it uses, including the reply addresses set in Store settings.

10.4 Limits and controls. ANSCRIPT limits how many customer emails the Platform will send, including one arrival email per order each day and daily caps per Store and per person, and may adjust those limits. ANSCRIPT may suspend messaging if it reasonably suspects a violation of law or provider rules, or if a provider flags Customer's traffic. These tools do not shift compliance responsibility to ANSCRIPT. Messages are sent through a third-party email provider, and delivery is not guaranteed.

10.5 GroupMe. Each Store's managers set that Store's GroupMe bot. Customer is responsible for confirming that the bot posts only to a group whose members are authorized to see what is posted (for each SRC check-in: stock number, VIN, fuel, mileage, who checked it in, and when), for removing people who should no longer see it, and for the security of its GroupMe account. GroupMe is a Third-Party Service under Section 7. ANSCRIPT does not send photographs to GroupMe and does not keep any GroupMe account token. A post's outcome (sent, failed, or unsure) is shown on the check-in, and a failed or unsure post never prevents the check-in from being saved.

10.6 Messaging indemnity. Customer will defend, indemnify, and hold harmless ANSCRIPT and its members, managers, officers, employees, and agents from all claims, class actions, regulatory investigations, fines, penalties, provider fees, settlements, judgments, and reasonable attorneys' fees arising from messages sent through Customer's account, including claims under the TCPA, CAN-SPAM, or any state messaging law, that arise from Customer's (a) message content or reply addresses, (b) contact details or consent records, (c) failure to honor opt-outs, or (d) other breach of this Section 10. This indemnity is not subject to the limitation of liability in Section 16.

11. Tool-Specific Terms

11.1 Parts Order Tracker and part-number lookup. The lookup finds a part's name from a part number by searching the web and public manufacturer documents. Results are automated suggestions, may be wrong, incomplete, or out of date, and are not a parts catalog, fitment guide, or price quote. Customer will confirm each part with the manufacturer or its official parts catalog before ordering or installing it. ANSCRIPT is not responsible for wrong parts, returns, restocking fees, delays, or repairs resulting from part information, from an order status shown in the Platform, or from an arrival email sent or not sent.

11.2 Master RO Log & Shop Rotation. Rotations, job types, and assignments follow the rules each Store or group has set, or ANSCRIPT's defaults. They are a scheduling aid. Customer is solely responsible for its rules, for technician pay and assignment decisions, for its labor and wage-and-hour obligations, and for RO accuracy, and the Platform is not a payroll, timekeeping, or accounting system.

11.3 SRC Scheduler and SRC Check-In. These tools help a Store schedule service rental cars (SRCs) and record their return: stock number, VIN, fuel level, mileage, and required photographs of the vehicle. Customer alone is responsible for its rental agreements, insurance, damage and fuel charges, and claims, for complying with the Illinois Vehicle Code and other laws on rented and loaned vehicles, and for deciding whether a vehicle is damaged. A photograph or record in the Platform is a convenience and is not a legally binding inspection report or evidence guaranteed to be accepted by an insurer, court, or End Customer.

11.4 Photographs. Customer grants ANSCRIPT the license in Section 8.1 for photographs it uploads. Customer will photograph only vehicles and their parts (corners, odometer, stock tag, damage), will avoid capturing people, license plates of unrelated vehicles, documents, and personal belongings, and will not use the photo features for any other purpose. Photographs are stored privately and are served only to people with access to that Store's records. After a check-in is deleted, its photographs are erased 30 days later, and until then the deletion can be undone by ANSCRIPT. Customer must download or copy any records it needs to keep, using a manager's "Download records" feature, before it deletes them or the Agreement ends.

11.5 Stores' rules. Limits, closed days, rental car counts, job types, and similar settings in the Platform are set per Store. Customer is responsible for those settings and the consequences of them. The tool rules that a manager may change depend on the rights given them in Manage staff.

12. Service Levels and Support

12.1 Beta and free period: no uptime commitment. During a beta test or any other free period, ANSCRIPT aims for high availability but makes no uptime commitment and issues no Service Credits. Customer's sole and exclusive remedy for any outage or failure during that time is to stop using the Platform.

12.2 After paid pricing begins. Once Customer accepts paid pricing under Section 5.4, ANSCRIPT will make the Platform available at least 99.9% of each calendar month, measured as described in Exhibit B (the "Uptime Commitment"). If ANSCRIPT misses it, Customer is eligible for a credit against the next billing cycle's fees for the affected Stores, in the amounts set out in Exhibit B ("Service Credits"). Service Credits have no cash value, are not refundable, and cannot be transferred.

12.3 Claims. To receive a Service Credit, Customer must send a claim to anicolussi@anscriptsolutions.com within 30 days after the end of the month in which the downtime occurred, listing the dates, times, and affected Stores. ANSCRIPT's system logs control the calculation.

12.4 Sole and exclusive remedy. THE REMEDIES IN SECTIONS 12.1 AND 12.2 ARE CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES FOR ANY UNAVAILABILITY, OUTAGE, SLOWNESS, OR FAILURE OF THE PLATFORM. ANSCRIPT IS NOT LIABLE FOR LOST VEHICLE OR PARTS SALES, LOST SERVICE OR REPAIR ORDER REVENUE, IDLE TECHNICIAN TIME, LOST CUSTOMERS, OR ANY OTHER DAMAGES CAUSED BY DOWNTIME, WHENEVER IT OCCURS, INCLUDING DURING PEAK SALES OR SERVICE PERIODS.

12.5 Chronic failure (paid subscriptions only). If availability falls below 99.0% in any three consecutive paid months, Customer may terminate the affected Store subscriptions by written notice within 30 days after the third month and receive a refund of prepaid fees for the unused portion of the term.

12.6 Exclusions. Downtime does not include unavailability caused by: (a) scheduled maintenance announced at least 48 hours in advance and performed, where practical, between 10:00 p.m. and 6:00 a.m. U.S. Central Time; (b) emergency security maintenance; (c) Third-Party Services, including outages of ANSCRIPT's hosting, database, sign-in, and email providers that affect their customers generally; (d) Customer's equipment, networks, or misuse; (e) suspension under these Terms; or (f) events beyond ANSCRIPT's reasonable control under Section 18.6.

12.7 Support. ANSCRIPT provides email and in-app support on a reasonable-efforts basis. After paid pricing begins, support is provided during the business hours ANSCRIPT publishes.

13. Intellectual Property, Branding, and Custom Work

13.1 ANSCRIPT owns the Platform. ANSCRIPT and its licensors own all rights, title, and interest in the Platform, its documentation, Platform Data, Aggregated Data, the Proprietary Materials, and all improvements and derivatives of them. No rights are granted except those expressly stated in these Terms.

13.2 Trademarks and brand. "ANSCRIPT," "ANSCRIPT Solutions," "ANSCRIPT Dealer Solutions," the Platform's tool names, and its logos and trade dress are trademarks of ANSCRIPT Solutions LLC, used and protected whether or not registered. Customer may state truthfully that it uses the Platform, but may not use ANSCRIPT's marks in any way that suggests sponsorship, endorsement, or affiliation, may not register or use any confusingly similar name, mark, domain name, or social handle, and must follow any brand guidelines ANSCRIPT gives. All goodwill from use of ANSCRIPT's marks belongs to ANSCRIPT.

13.3 Screens, design, and look and feel. The Platform's screens, layouts, design, workflows, and look and feel are protected works and trade dress. Customer may share screenshots internally for its own training, and may not publish or provide them to anyone outside the Dealer Group, or use them to build, or to help build, another product or website.

13.4 ANSCRIPT owns Custom Work. All Custom Work, including custom workflows, connectors, reports, dashboards, rules, and interface changes, is ANSCRIPT's exclusive intellectual property, even if Customer requested, specified, or paid for it. To the extent Customer or its personnel acquire any right in Custom Work, Customer assigns that right to ANSCRIPT and will sign documents reasonably needed to confirm the assignment.

13.5 No work for hire. Custom Work is not "work made for hire" for Customer. Any fees paid for Custom Work buy access to it as part of the Platform during the term, not ownership.

13.6 ANSCRIPT may reuse. ANSCRIPT may incorporate Custom Work into the Platform and offer it to any other customer, without payment or attribution. ANSCRIPT will not disclose Customer's Customer Data or Confidential Information in doing so.

13.7 Customer materials. Customer keeps ownership of its own names, logos, trademarks, and pre-existing business documents it provides ("Customer Materials"). Customer grants ANSCRIPT a license to use Customer Materials only to provide the Platform and Custom Work to Customer, and to show Customer's name and logo as described in Section 18.8.

13.8 Statements of Work. Custom Work is performed under an Order or Statement of Work that states the scope, fees, and schedule. Delivery dates are estimates unless the Order states otherwise. Work outside the stated scope is billed at ANSCRIPT's then-current rates.

13.9 Confidentiality. Each party will protect the other's non-public business, technical, and pricing information ("Confidential Information") with at least reasonable care, use it only to perform this Agreement, and disclose it only to personnel and advisors who need to know it and are bound by similar duties. These duties last for the term and three years after, and indefinitely for trade secrets and Customer Information. Confidential Information does not include information that is or becomes public through no fault of the recipient, was already known to it, was independently developed, or was rightfully received from a third party. A recipient may disclose Confidential Information if the law requires it, after giving prompt notice where lawful.

13.10 Infringement reports. Anyone who believes content in the Platform infringes their rights may write to ANSCRIPT at the address in Section 18.4. ANSCRIPT may remove content and end the access of repeat infringers.

14. Warranties and Disclaimers

14.1 Mutual. Each party represents that it is validly organized and has authority to enter this Agreement.

14.2 ANSCRIPT (paid subscriptions only). This warranty does not apply during a beta test or any free period. After Customer accepts paid pricing, ANSCRIPT warrants that the Platform will perform materially as described in its documentation. Customer's sole remedy for breach of this warranty is for ANSCRIPT to correct the non-conformity or, if it cannot do so within 30 days of written notice, for Customer to terminate the affected subscription and receive a refund of prepaid fees for the unused term.

14.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE PLATFORM (INCLUDING ALL BETA FEATURES), CUSTOM WORK, AND ALL DATA, LOOKUPS, AND OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." ANSCRIPT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTY THAT THE PLATFORM WILL BE ERROR-FREE, SECURE AGAINST ALL THREATS, OR UNINTERRUPTED.

14.4 No professional or safety advice. The Platform does not provide legal, compliance, tax, accounting, insurance, or employment advice. It is not a system of record for OEM warranty claims, parts returns, safety recalls, rental agreements, or regulatory compliance, and Customer must verify those matters with the OEM and its own advisors.

15. Indemnification

15.1 By ANSCRIPT. ANSCRIPT will defend Customer against any third-party claim alleging that the Platform, as provided by ANSCRIPT, infringes a U.S. patent, copyright, or trademark or misappropriates a trade secret, and will pay damages finally awarded or agreed in settlement. ANSCRIPT has no obligation for claims arising from Customer Data, Customer Materials, Third-Party Services, combinations with items not provided by ANSCRIPT, or use in breach of this Agreement. If the Platform is or may become subject to such a claim, ANSCRIPT may modify it, obtain a license, or terminate the affected subscription and refund prepaid fees for the unused term. This Section 15.1 is ANSCRIPT's entire liability for infringement claims. During a beta test or any free period, ANSCRIPT's obligations under this Section 15.1 do not apply.

15.2 By Customer. In addition to Section 10.6, Customer will defend, indemnify, and hold harmless ANSCRIPT and its members, managers, officers, employees, and agents from all third-party claims, regulatory actions, losses, and reasonable attorneys' fees arising from: (a) Customer Data, including Customer's lack of rights or consents to provide it, and any photograph or record of a person or vehicle; (b) Customer's breach of its contracts with any Third-Party Service provider; (c) use of the Platform by any person or location outside the licensed scope in Section 3; (d) Customer's rental, repair, parts, employment, or sales practices, and its violation of law; or (e) Security Incidents described in Section 9.6.

15.3 Process. The indemnified party must give prompt written notice of the claim, allow the indemnifying party to control the defense and settlement, and provide reasonable cooperation at the indemnifying party's expense. The indemnifying party may not settle a claim in a way that admits fault by or imposes obligations on the indemnified party without that party's consent, which may not be unreasonably withheld.

16. Limitation of Liability

16.1 Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANSCRIPT WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST VEHICLE, PARTS, RENTAL, OR SERVICE SALES, LOST GOODWILL, BUSINESS INTERRUPTION, LOST OR CORRUPTED DATA, WRONG OR EXCESS PARTS, OR COST OF SUBSTITUTE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THEIR POSSIBILITY.

16.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANSCRIPT'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE, WILL NOT EXCEED THE GREATER OF (A) THE FEES ACTUALLY PAID BY CUSTOMER TO ANSCRIPT UNDER THIS AGREEMENT DURING THE 12 MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS ($100). SERVICE CREDITS ISSUED COUNT TOWARD THIS CAP.

16.3 Members and personnel. ANSCRIPT's members, managers, officers, employees, and contractors have no personal liability to Customer under this Agreement, and Customer will look only to ANSCRIPT Solutions LLC.

16.4 Customer obligations not capped. The limits in this Section do not apply to Customer's payment obligations, Customer's indemnity obligations under Sections 10.6 and 15.2, Customer's breach of Section 3 (license scope) or Section 6 (acceptable use), or any violation of the Proprietary Rights and Anti-Copying Notice.

16.5 Basis of the bargain. Customer agrees that these limits are a fundamental part of the pricing (including free access), reflect a reasonable allocation of risk between commercial parties, and apply even if a limited remedy fails of its essential purpose.

16.6 Illinois law. Nothing in this Agreement limits or excludes either party's liability for fraud, willful and wanton misconduct, or any other liability that cannot be limited or excluded under Illinois law. In those cases, the limits in this Section apply to the fullest extent Illinois law allows.

17. Term, Suspension, and Termination

17.1 Term. The Agreement starts when Customer accepts these Terms and continues until terminated. Customer may stop using the Platform and ask ANSCRIPT to close its account at any time. ANSCRIPT may end a beta test, discontinue any tool or the Platform, or end free access on notice, in accordance with the Beta Testing Agreement where one applies. If Customer accepts paid pricing, the subscription period and renewal terms are stated in that Order, and the subscription will not renew automatically without Customer's affirmative consent and any notice Illinois law requires.

17.2 Termination for cause. Either party may terminate the Agreement if the other party materially breaches it and fails to cure within 30 days after written notice (10 days for non-payment of fees Customer has agreed to). ANSCRIPT may terminate immediately on notice for a breach of the Proprietary Rights and Anti-Copying Notice, Section 3.7, Section 6, or Section 10.

17.3 Suspension. ANSCRIPT may immediately suspend access, in whole or for a specific Store or user, if it reasonably believes that continued access poses a security risk, violates law or provider rules, breaches Section 3, 6, or 10, or harms other customers. ANSCRIPT will restore access promptly once the issue is resolved. A suspended account can be reactivated only by ANSCRIPT.

17.4 Effect of termination. On termination, Customer's right to use the Platform ends and any unpaid fees Customer agreed to become due.

17.5 Data on termination. Customer should export or download any records it needs before the Agreement ends, using the Platform's export tools. When the Agreement ends, ANSCRIPT will, before deleting Customer Data, email a set of spreadsheet (CSV) files of each Store's current records to that Store's directors and service managers, sent once, and a failed send does not stop deletion. ANSCRIPT will then permanently delete all of Customer's Customer Data, photographs, and staff logins (except for a person who also works for another customer or for ANSCRIPT), generally within 90 days after the Agreement ends. Copies in routine backups are overwritten on their normal cycle, and ANSCRIPT may keep what the law requires. ANSCRIPT keeps only an anonymous record that the account was terminated, showing a reference number, the date, and counts, and not Customer's name or any person's details. Deleted data cannot be recovered.

17.6 Survival. The Proprietary Rights and Anti-Copying Notice and Sections 5.7 (for unpaid amounts), 8, 9.5, 9.6, 10.6, 13, 14.3, 15, 16, 17.5, 18, and 19 survive termination.

18. Disputes and General Terms

18.1 Governing law. The laws of the State of Illinois govern this Agreement, without regard to conflict-of-laws rules, together with applicable U.S. federal law. The UN Convention on Contracts for the International Sale of Goods does not apply.

18.2 Venue and jury waiver. Each party submits to the exclusive jurisdiction of the state and federal courts located in McHenry County, Illinois (or, for federal courts, the federal district that includes it), except that ANSCRIPT may seek injunctive relief under the Proprietary Rights and Anti-Copying Notice in any court of competent jurisdiction. EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL AND TO BRING OR JOIN A CLASS OR REPRESENTATIVE ACTION AGAINST THE OTHER. Any claim against ANSCRIPT must be filed within one year after it arises.

18.3 Changes to these Terms. ANSCRIPT may update these Terms by posting a new version and giving Customer at least 30 days' notice by email or in-app message. Material changes take effect at the next renewal or when an Authorized User with account-owner rights accepts them, whichever comes first. If Customer objects to a material change, Customer may close its account before it takes effect. Changes that the law requires, or that add a feature or make the Platform safer, may take effect sooner. Continuing to use the Platform after a change takes effect is acceptance of it.

18.4 Notices. Legal notices to ANSCRIPT go to ANSCRIPT Solutions LLC, 1018 W Elder Ave, McHenry, IL 60051, with a copy to anicolussi@anscriptsolutions.com. Notices to Customer go to the account owner's email on file. Email notices are effective when sent.

18.5 Assignment. Customer may not assign this Agreement, including by merger, change of control, or sale of a Store, without ANSCRIPT's written consent. ANSCRIPT may assign it, and any rights in the Proprietary Materials, to an affiliate or a successor to its business, without notice or consent.

18.6 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, pandemics, war, terrorism, labor actions, utility or internet failures, cyberattacks on third-party infrastructure, government action, or failures of Third-Party Services or of ANSCRIPT's hosting, database, or cloud providers. This does not excuse payment obligations.

18.7 Relationship. The parties are independent contractors. Nothing in this Agreement creates a partnership, franchise, joint venture, agency, or employment relationship. There are no third-party beneficiaries, except that ANSCRIPT's members, managers, and personnel may rely on Sections 15 and 16.

18.8 Publicity. ANSCRIPT may identify Customer by name and logo as a customer. Customer may opt out by emailing anicolussi@anscriptsolutions.com. ANSCRIPT will not name any individual Authorized User or End Customer.

18.9 United States only; export. The Platform is offered for use in the United States. Customer will not use it in a jurisdiction, or by a person, that U.S. export or sanctions laws prohibit.

18.10 Entire agreement. This Agreement is the entire agreement between the parties on its subject matter and supersedes all prior discussions and earlier versions of these Terms. Any purchase order or other Customer document terms are void. If a provision is unenforceable, it will be limited to the minimum extent needed and the rest stays in effect. A waiver must be in writing. Headings are for convenience only.

19. Illinois Provisions

19.1 Personal Information Protection Act. Sections 9.1, 9.2, and 9.5 describe how the parties will meet their duties under PIPA (815 ILCS 530). Customer, as the owner or licensee of personal information in Customer Data, is responsible for its own notices to affected Illinois residents and, where PIPA requires, to the Illinois Attorney General, using the information ANSCRIPT provides.

19.2 Biometric Information Privacy Act. The Platform does not collect, capture, purchase, receive, or use biometric identifiers or biometric information under BIPA (740 ILCS 14). Customer will not use the Platform to do so (Section 9.7). If Customer or ANSCRIPT ever wants to add a feature that would, the parties will first agree in writing to the written policy, notice, and release that BIPA requires.

19.3 Employee information and workplace monitoring. The Platform records who performed actions in it, sign-in times, and, for SRC check-ins, who checked in a vehicle. Customer is responsible for telling its employees about that use as Illinois law, including the Right to Privacy in the Workplace Act (820 ILCS 55), and any other law that applies to its workplace, requires, and for using the records lawfully.

19.4 Names, images, and identity. Customer will not use the Platform to publish or display a person's name, image, or likeness for a commercial purpose, and will ensure it has the permissions the Illinois Right of Publicity Act (765 ILCS 1075) requires for any such use in Customer Data.

19.5 Commercial email and calls. Customer's messages through the Platform must comply with the Illinois Electronic Mail Act, the Illinois Telephone Solicitations Act, and the Illinois Automatic Telephone Dialers Act (Section 10.2).

19.6 Electronic records. Section 1.5 applies the Illinois Electronic Commerce Security Act (5 ILCS 175).

19.7 Business-to-business agreement. The parties are commercial businesses. Section 1.4 applies, and to the extent the Illinois Consumer Fraud and Deceptive Business Practices Act (815 ILCS 505) or any other Illinois law gives Customer rights that cannot lawfully be waived, this Agreement does not waive them.

19.8 Renewals and taxes. Section 17.1 (no automatic renewal without consent) is intended to be consistent with the Illinois Automatic Contract Renewal Act (815 ILCS 601) where it applies. Section 5.7 states that Customer pays applicable Illinois and local taxes on paid subscriptions.

19.9 Limitation period and severability. The one-year period in Section 18.2 applies to the extent Illinois law allows a contract to shorten the period for bringing a claim. If any Illinois law makes a provision of this Agreement unenforceable, only that provision (or the part that is affected) is limited or removed, and the rest of this Agreement continues.

Exhibit A: Data Processing Addendum

This Addendum applies whenever ANSCRIPT processes Customer Information or other End Customer personal information on Customer's behalf. It controls over the Terms on data protection matters.

A.1 Processing details.

A.2 Instructions. ANSCRIPT processes End Customer personal information only on Customer's documented instructions, which are this Agreement and Customer's use of Platform features. ANSCRIPT will tell Customer if it believes an instruction violates law.

A.3 Service provider commitments. Under PIPA, the California Consumer Privacy Act, and similar state privacy laws, ANSCRIPT will not: (a) sell or share End Customer personal information; (b) retain, use, or disclose it for any purpose other than the business purposes in this Agreement; (c) use it outside the direct business relationship with Customer; or (d) combine it with personal information from other sources, except as those laws permit. ANSCRIPT will notify Customer if it can no longer meet these obligations.

A.4 Subprocessors. Customer authorizes ANSCRIPT to use the following subprocessors: Netlify, Inc. (hosting, content delivery, and private photograph storage), MongoDB, Inc. (database, on Amazon Web Services), Clerk, Inc. and Google LLC (sign-in and account management), Cloudflare, Inc. (sign-up security check), Resend (email delivery), Brave Software, Inc. (part-number lookup, which sends only a part number and never an End Customer's details), and the U.S. National Highway Traffic Safety Administration (decoding a VIN entered on a parts order, which sends only the VIN). If a Store sets up GroupMe, GroupMe (Microsoft Corporation) receives the check-in details in Section 10.5 at Customer's direction. ANSCRIPT will give at least 30 days' email notice before adding a new subprocessor that will process Customer Information. Customer may object on reasonable data protection grounds. If the parties cannot resolve the objection, Customer may stop using the affected feature or close its account and receive a refund of any prepaid fees for the unused term. ANSCRIPT will enter into data processing terms with each subprocessor (which may be the subprocessor's standard terms) and remains responsible to Customer for its subprocessors' performance under this Addendum, subject to Section 16.

A.5 Security program. ANSCRIPT's safeguards include those listed in Section 9.2, plus: a designated individual responsible for the security program; periodic risk assessment; an incident response process; change management for its software; secure disposal procedures (including Section 17.5); and monitoring of subprocessors.

A.6 Consumer requests. ANSCRIPT will forward any End Customer privacy request it receives to Customer and will provide reasonable help, using Platform features where possible, so Customer can respond to requests to access, correct, delete, or opt out.

A.7 Assessments. ANSCRIPT will meet Customer's oversight needs through the documentation in Section 9.8. On-site audits are allowed only if required by a regulator or following a Security Incident, on 30 days' notice, during business hours, at Customer's cost, and subject to confidentiality.

A.8 Deletion. At termination, ANSCRIPT will return and delete End Customer personal information as described in Section 17.5.

Exhibit B: Service Level Schedule

This Schedule applies only after Customer accepts paid pricing under Section 5.4. It does not apply during a beta test or any free period.

B.1 Measurement. Monthly Uptime Percentage = (total minutes in the month − Downtime minutes) ÷ total minutes in the month × 100. "Downtime" means minutes during which ANSCRIPT's monitoring confirms that Authorized Users cannot sign in to, or view and save records in, the Platform, excluding the items in Section 12.6. A 99.9% commitment allows about 43 minutes of Downtime in a 30-day month.

B.2 Service Credits. Credits are a percentage of the monthly subscription fees for the affected Stores only.

B.3 Limits. Total Service Credits in any month may not exceed 50% of that month's subscription fees for the affected Stores. Credits are applied to the next invoice. If the Agreement ends before a credit can be applied, the credit expires. Customer is not eligible for credits for any month in which its account is past due.