Terms and Conditions & Service Level Agreement

TERMS AND CONDITIONS & SERVICE LEVEL AGREEMENT

Last Updated: January 10, 2024

1. Preamble

These Terms and Conditions (the “Terms”) govern your relationship with the SideKick360 application (the “Service”) operated by 9DATA9 LLC (“we,” “us,” or “our”). The Service is accessible at app.sidekick360.com.

Please read these Terms carefully before using the Service. Your access to and use of the Service is contingent on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users, and others who access or use the Service. By accessing or using the Service—or by signing, clicking to accept, or otherwise agreeing to any Subscription Documentation referencing these Terms—you indicate acceptance of and agreement to be bound by these Terms, including 9DATA9 LLC’s Privacy Policy (together, this “Agreement”). If you do not agree with any part of these Terms, please do not use the Service.

This Agreement includes and incorporates by reference any Subscription Documentation executed between you and 9DATA9 LLC, as well as any policies, exhibits, or schedules linked to or referenced herein. If you have entered into a separate written agreement with 9DATA9 LLC concerning specific Services, that separate agreement will govern if there is a conflict with these Terms.

2. Payments

1. Set-Up Fee & Subscription Commitment

• You agree that 9DATA9 LLC will charge your credit card immediately for the non-refundable set-up fee upon contract signing.

• By signing up, you commit to a 12-month subscription, with automatic monthly or annual credit card billing.

2. Pro-Rated First Month

• The set-up fee and a pro-rated first-month subscription fee (based on the remaining days in the month less four days) will be charged within 48 hours of contract signing.

3. Recurring Billing

• The monthly subscription fee will subsequently be charged on the 1st of each month and will auto-renew unless canceled by the cardholder.

4. Taxes

• All fees are subject to any applicable taxes, which may be charged in addition to the amounts owed.

3. Subscriptions

1. Billing Cycle

• Certain parts of the Service are billed on a subscription basis (“Subscription(s)”). You will be billed in advance on a recurring and periodic basis (“Billing Cycle”), set either monthly or annually, depending on your chosen plan.

2. Automatic Renewal

• At the end of each Billing Cycle, your Subscription automatically renews under the same terms unless canceled by you or 9DATA9 LLC.

3. Subscription Cancellation

• You may cancel your Subscription renewal through your online account management page or by emailing support@sidekick360.com.

4. Payment Method

• You must provide a valid payment method (e.g., credit card). You authorize 9DATA9 LLC to charge all Subscription fees to this payment method.

• If an automatic billing attempt fails, 9DATA9 LLC will issue an electronic invoice requiring manual payment by a stated deadline.

4. Free Trial & Free Tier

1. Initial Free Trial

• At its sole discretion, 9DATA9 LLC may offer a free trial (“Free Trial”) for a limited period.

• You may be asked to enter billing information when signing up for the Free Trial, but your card will not be charged until the Free Trial ends.

2. Conversion to Paid Subscription

• On the last day of the Free Trial, unless you cancel, you will automatically be charged the applicable Subscription fee for the selected plan.

3. Free Tier

• If you choose not to transition to a paid Subscription after the Free Trial, you may be placed on a “Free Tier.” Under this Free Tier, you will continue to receive nightly benchmark reporting texts at no cost.

• Data Sharing Requirement: In exchange for ongoing access to the Free Tier, you agree to share VIN-specific repair data. This data is used to enhance SideKick360’s data lake, which powers our Maintenance Hunter feature.

• Opt-Out: You can opt out of the Free Tier at any time by emailing support@sidekick360.com. Upon opting out, you will no longer receive nightly benchmark texts, and your Free Tier access may be revoked.

• Termination for Non-Compliance: If you discontinue providing VIN-specific repair data or otherwise breach these Terms, SideKick360 may suspend or terminate your Free Tier access.

4. Modification or Cancellation of Free Trial/Tier

• 9DATA9 LLC reserves the right to modify or cancel the Free Trial or Free Tier at any time without prior notice.

5. Fee Changes

1. Subscription Fee Modifications

• 9DATA9 LLC, in its sole discretion, may change Subscription fees. Any changes will take effect at the end of your current Billing Cycle.

2. Notification

• You will receive reasonable notice of any fee changes so you can terminate your Subscription before they become effective.

3. No Guarantee

• While 9DATA9 LLC strives for high availability, it does not guarantee uninterrupted access. Scheduled maintenance or unforeseen technical issues may cause downtime.

4. Right to Charge

• 9DATA9 LLC reserves the right to charge fees for services to consumers and vendor partners in the future.

6. Refunds

Refund requests may be considered by 9DATA9 LLC on a case-by-case basis and granted at its sole discretion. The set-up fee is non-refundable.

7. Accounts

1. Accuracy of Information

• You must provide accurate, complete, and current information when creating an account. Failure to do so is a breach of these Terms and may result in immediate termination of your account.

2. Security

• You are responsible for safeguarding the password used to access the Service. You must notify us immediately of any unauthorized use or security breach.

3. Username Restrictions

• You may not use a username that infringes on others’ rights or is offensive, vulgar, or obscene.

4. Prohibited Activities

• You agree not to:

1. Violate any laws or regulations.

2. Post unlawful, harassing, libelous, or otherwise objectionable content.

3. Infringe on third-party intellectual property rights.

4. Upload viruses or malicious code.

5. Access non-public areas without authorization.

6. Harvest data for spam or unsolicited messages.

7. Post false or misleading information.

8. “Frame” or link to the Service without permission.

9. Impersonate or misrepresent affiliation with any entity.

8. Intellectual Property

All contents of the Service (text, images, code, etc.) are the property of 9DATA9 LLC and protected by intellectual property laws. You may display or print material for non-commercial use only. These Terms do not grant you a license to use 9DATA9 LLC’s trademarks or other proprietary marks.

9. Integration Data

1. Data Access

• 9DATA9 LLC may install connectors or software to integrate with your Shop Management System (SMS) or Dealer Management System (DMS) to provide the Services.

2. Data Sensitivity

• We understand that VIN-specific repair data, customer vehicle information, etc., are sensitive. SideKick360 never requests nor records customer payment information.

3. Ownership & Usage

• Your data remains your property. 9DATA9 LLC does not claim ownership of your underlying business records. However, 9DATA9 LLC may use aggregated or de-identified data to improve its services.

4. No Resale

• 9DATA9 LLC will not sell or transfer your data to third parties without your consent, except as required by law or outlined in these Terms (e.g., CARFAX integration).

5. Cessation of Use

• Upon written request, 9DATA9 LLC will cease using your data. However, already aggregated or de-identified data may remain part of our data lake.

6. Third-Party Aggregators

• Any third-party aggregator working on behalf of 9DATA9 LLC must comply with these data handling restrictions.

10. User Data

1. Uploaded Content

• You retain ownership of any content you upload. 9DATA9 LLC does not claim ownership of your content.

2. Representation and Warranty

• You warrant that you own the rights or have permission to upload your content and that it is not unlawful, defamatory, or otherwise objectionable.

3. License Grant

• By uploading content, you grant 9DATA9 LLC a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, and display the content solely for operating or improving the Service.

4. Removal of Content

• 9DATA9 LLC reserves the right to remove content that violates these Terms or is otherwise objectionable.

5. Copyright Infringement

• If you believe your copyrighted work is being infringed, contact support@sidekick360.com.

11. CARFAX SERVICE HISTORY CHECK INTEGRATION

1. Overview

• Maintenance Hunter by SideKick360 can integrate with CARFAX Service History Check (“CARFAX Integration”) to merge external CARFAX service records with your shop’s local data.

2. Key Features & Benefits

• Holistic Vehicle Histories: Instantly consolidate shop records with CARFAX’s extensive repair database, improving the accuracy and speed of service recommendations.

• Time Savings: Reduce a potential 10-20 minute manual process to seconds at the counter.

3. Opt-In & Data Sharing

• Activation: Your shop can opt in to enable CARFAX Integration. By doing so, you agree to CARFAX Service History Check Terms of Service.

• Data Shared: SideKick360 may share VIN-specific repair data (e.g., VIN, date of service, services performed) with CARFAX. Customer payment or financial data is not shared.

• Data Lake Contribution: This data will also be incorporated into SideKick360’s data lake to enhance Maintenance Hunter.

4. Opt-Out

• Deactivation: You can disable the CARFAX Integration at any time by emailing support@sidekick360.com with “CARFAX Opt-Out” or through your SideKick360 dashboard.

• Effect: Disabling the integration stops future data sharing with CARFAX but does not remove previously shared data.

5. No Guarantee

• While we strive to ensure seamless integration, 9DATA9 LLC does not guarantee uninterrupted availability of CARFAX or its data.

6. CarFax Contact

• Phone: 800-964-5872

• Email: servicenetworksupport@carfax.com

12. Privacy

9DATA9 LLC’s Privacy Policy (available at app.sidekick360.com/privacy or a similar link) applies to all data collection, use, and sharing under these Terms. By using the Service, you consent to the practices outlined in our Privacy Policy.

13. Links to Other Websites

Our Service may contain links to third-party websites or services not owned or controlled by 9DATA9 LLC. We assume no responsibility for their content, privacy policies, or practices. You acknowledge that 9DATA9 LLC is not liable for any damage or loss caused by your use of such websites or services.

14. Termination

1. Immediate Termination

• We may terminate or suspend your access to the Service immediately, without prior notice or liability, if you breach these Terms or for any other reason at our sole discretion.

2. Survival

• Provisions that by their nature should survive termination (e.g., intellectual property, indemnification, limitation of liability) will remain in effect.

3. Discontinuation of Use

• Upon termination, your right to use the Service ceases. You may terminate your account at any time by discontinuing use of the Service.

15. Indemnification

You agree to indemnify and hold harmless 9DATA9 LLC, its principals, officers, directors, employees, contractors, licensors, licensees, suppliers, and agents from any claims, losses, damages, or liabilities arising from:

1. Your use of the Service;

2. Your breach of these Terms;

3. Content posted or uploaded by you;

4. Any negligent or unlawful conduct by you or anyone accessing the Service using your account.

16. Limitation of Liability

9DATA9 LLC, its officers, directors, employees, partners, agents, suppliers, or affiliates shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to economic loss, damage to data, goodwill, or other intangible losses arising from:

1. Your access to or use of the Service;

2. Your inability to access or use the Service;

3. Content of any third party;

4. Unauthorized access or use of your data;

5. Any conduct or content on the Service.

These limitations apply whether based on warranty, contract, tort, or other legal theory—even if 9DATA9 LLC has been advised of the possibility of such damages. Some jurisdictions do not allow the exclusion or limitation of certain damages, so these provisions may not apply to you.

17. Disclaimer and Non-Waiver of Rights

1. “AS IS” Basis

• The Service is provided “AS IS” and “AS AVAILABLE.” 9DATA9 LLC disclaims all warranties of any kind, express or implied, including warranties of merchantability or fitness for a particular purpose.

2. No Waiver

• If 9DATA9 LLC fails to enforce any right or provision of these Terms, that does not constitute a waiver of future enforcement of that right or provision.

18. Exclusions

Some jurisdictions do not allow the exclusion of certain warranties or limitations of liability for consequential or incidental damages. Where these laws apply, the disclaimers or limitations in these Terms may not apply to you to the extent prohibited by law.

19. Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Arizona, without regard to conflict-of-law principles. You agree that any dispute arising out of these Terms shall be resolved in the state or federal courts located in Maricopa County, Arizona.

If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in effect. These Terms constitute the entire agreement regarding the Service and supersede any prior agreements.

20. Changes

We reserve the right to modify or replace these Terms at any time. We will make reasonable efforts to provide at least 30 days’ notice prior to any material changes taking effect. By continuing to use the Service after revisions become effective, you agree to be bound by the revised Terms. If you do not agree, discontinue use of the Service.

21. Contact Us

If you have any questions about these Terms, please email support@sidekick360.com or call (480) 463-4226.

SERVICE LEVEL AGREEMENT (SLA)

for SideKick360 Business Intelligence Software Tools

1. Definitions

• Services: The Business Intelligence software provided by SideKick360.

• Customer: The company or individual receiving the Services.

• Service Availability: The percentage of a month the Services are available to the Customer, excluding Maintenance Time.

2. Service Commitment

SideKick360 will use commercially reasonable efforts to ensure 99.9% Service Availability in each monthly billing cycle.

3. Maintenance

1. Scheduled Maintenance

• SideKick360 will provide at least 48 hours’ notice before any scheduled maintenance. Such maintenance will not exceed 8 hours per month.

2. Emergency Maintenance

• For critical patches or emergency maintenance, SideKick360 will attempt to provide at least 2 hours’ notice.

4. Customer Support

1. Support Channels

• Email: support@sidekick360.com

• Phone: (480) 463-4226

• Hours: 9 AM – 5 PM MST, Monday through Friday

2. Response Time

• SideKick360 will acknowledge support requests within 4 business hours (during business hours).

5. Data Security

SideKick360 implements industry-standard security measures to protect Customer data. For more details, see our Privacy Policy or contact us.

6. Service Credits

If Service Availability falls below 99.9% in a given month, the Customer may be eligible for the following service credits, calculated against the monthly fee:

• 99.0% – 99.9%: 5% service credit

• 98.0% – 99.0%: 10% service credit

• Below 98.0%: 20% service credit

7. Termination

Either party may terminate this SLA with written notice, subject to the terms of the Master Services Agreement or Subscription Documentation.

8. CARFAX Integration

Maintenance Hunter may supplement service histories using CARFAX Service History Check.

1. Data Sharing

• If enabled, VIN-specific repair data (e.g., VIN, service performed) may be shared with CARFAX. Payment information is not shared.

2. Purpose

• This integration adds external service history to your local records, improving overall data accuracy.

3. Consent

• The shop must provide express consent to enable CARFAX integration. Disabling it reverts the platform to using only local service data.