AutoAp Legal Agreement

AUTOAP LEGAL AGREEMENT

This AutoAp Legal Agreement ("Agreement") is made and entered into as of Month Day Year , by and between Party A: , an entity with principal place of business at , and Party B: , an entity with principal place of business at .

RECITALS

WHEREAS, Party A represents that it operates or licenses the AutoAp platform, composed of software, documentation, and related services intended to facilitate automotive appointment scheduling, transactional processing, and related integrations; and

WHEREAS, Party B desires to obtain from Party A certain access to and use of the AutoAp platform, and Party A is willing to provide such access and related services to Party B on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth the respective rights and obligations concerning services, fees, data security, confidentiality, intellectual property, liability, and termination.

NOW THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the access to and use of the AutoAp platform, software updates, support services, and any professional services expressly set forth in a Statement of Work executed by the parties. 1.2 "Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential given its nature. 1.3 Terms used in these definitions shall have the meanings ascribed to them elsewhere in this Agreement where applicable.

2. SCOPE OF SERVICES

2.1 Provision. Party A shall provide the Services described in an attached or contemporaneous Statement of Work. Party A will use commercially reasonable efforts to make the platform available in accordance with applicable service levels specified in such Statement of Work.

3. FEES AND PAYMENT

3.1 Fees. Party B shall pay Party A the fees set forth in a Statement of Work. Fees are due in accordance with the invoice terms. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4. DATA SECURITY AND PRIVACY

4.1 Security. Each party shall implement and maintain administrative, technical and physical safeguards appropriate to the size and complexity of its operations to protect the confidentiality, integrity and availability of data processed under this Agreement. 4.2 Data Use. Party A may process data as necessary to provide the Services and shall not use Party B data for purposes unrelated to performance of the Services except with Party B's prior written consent.

5. TERM AND TERMINATION

5.1 Term. The Agreement commences on the Effective Date and shall continue for the initial term specified in the Statement of Work, unless earlier terminated in accordance with this Section. 5.2 Termination for Cause. Either party may terminate for material breach that remains uncured for thirty (30) days following written notice. 5.3 Effect of Termination. Upon termination, Party B shall pay for all Services performed through the effective date of termination and any fees specified as non‑refundable.

6. REPRESENTATIONS AND WARRANTIES

6.1 Mutual Representations. Each party represents that it has full power and authority to enter into this Agreement and to perform its obligations. 6.2 Party A Warranty. Party A warrants that the Services will be performed materially in accordance with the applicable Statement of Work. EXCEPT AS EXPRESSLY SET FORTH, PARTY A DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

7. CONFIDENTIALITY

7.1 Protection. Each receiving party shall hold Confidential Information in confidence and shall not disclose it to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. 7.2 Compelled Disclosure. If a receiving party is compelled to disclose Confidential Information by law, it shall provide prompt notice to the disclosing party and cooperate to obtain protective relief.

8. INTELLECTUAL PROPERTY

8.1 Ownership. Except for the limited rights expressly granted herein, each party retains all right, title and interest in and to its preexisting intellectual property. Party A retains all rights in the AutoAp platform, including modifications and improvements, and grants Party B a limited, non-exclusive, non-transferable license to use the platform during the Term solely for its internal business purposes.

9. INDEMNIFICATION

9.1 By Party A. Party A shall indemnify and defend Party B from third-party claims alleging that the Services as provided infringe a third party's U.S. patent, copyright, or trade secret, and shall pay damages finally awarded or settlements within the limits set forth in this Agreement. 9.2 By Party B. Party B shall indemnify and defend Party A from claims arising from Party B's misuse of the Services or Party B's content. Indemnification obligations are subject to the indemnified party's prompt notice and reasonable cooperation.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR A PARTY'S BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY PARTY B TO PARTY A UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11. INSURANCE

Each party shall maintain insurance coverage reasonably appropriate to its obligations under this Agreement, including commercial general liability and professional liability where applicable, and shall provide certificates evidencing such coverage upon reasonable request.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, courier, or overnight delivery and shall be effective upon receipt.

13. AMENDMENTS AND WAIVER

Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties. No waiver of any provision shall be effective unless in writing and signed by the waiving party; no waiver of any breach shall constitute a waiver of any subsequent breach.

14. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be binding.

15. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflict of laws principles.

16. ENTIRE AGREEMENT

This Agreement, together with all Statements of Work and schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral.

17. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and such provision shall be replaced by a valid provision that most closely reflects the parties' intent.

ADDITIONAL PROVISIONS

The parties acknowledge that they have had the opportunity to consult with counsel and that the terms of this Agreement are the product of negotiation and shall not be construed against either party as the drafter.

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