Terms & Conditions

1. Acceptance of Terms

By accessing or using SideKick360 (the “Platform”), operated by 9DATA9 LLC d/b/a SideKick360 (“Company,” “we,” “us,” or “our”), you agree to be bound by these Terms and Conditions (“Terms”). If you do not agree to these Terms, you may not access or use the Platform.

These Terms constitute a legally binding agreement between you and the Company. By creating an account, accessing the Platform, or using any of our services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy.

Optional AI and MCP connections require separate, explicit acceptance of the updated Terms presented when connecting and authorization of the named third-party service. General use of the Platform, acceptance of earlier Terms, or connection of a shop management system does not constitute that authorization. See Section 27.

2. Definitions

• “Platform” refers to the SideKick360 web application, APIs, and all related services.
• “User” refers to any individual or entity that creates an account or accesses the Platform.
• “Shop Data” refers to all data imported from or related to the User’s shop management system, including but not limited to repair orders, customer records, vehicle information, and financial data.
• “Shop Management System” or “SMS” refers to third-party software used by the User to manage their automotive repair business operations.
• “Content” refers to all information, data, text, analyses, reports, and other materials generated or displayed through the Platform.
• “Order Form” refers to any ordering document, statement of work, or subscription agreement executed between the User and the Company that references these Terms.

3. Eligibility

You must be at least 18 years old and have the legal authority to enter into these Terms. If you are using the Platform on behalf of a business entity, you represent and warrant that you have the authority to bind that entity to these Terms.

4. Account Registration and Security

To access the Platform, you must create an account and provide accurate, current, and complete information. You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Notifying us immediately of any unauthorized access or security breach
• Ensuring that all users within your organization who access the Platform comply with these Terms

We reserve the right to suspend or terminate accounts that we reasonably believe have been compromised or are being used in violation of these Terms.

5. Platform Description

SideKick360 is a shop performance analytics platform that integrates with third-party shop management systems to provide:

• Operational analytics and reporting
• Maintenance Hunter — a maintenance scheduling tool that uses published manufacturer maintenance schedules to identify services that are due or overdue
• Revenue visibility and tracking
• Technician and advisor performance metrics
• Deferred work tracking
• Automated report generation
• AI-assisted chatbot support (public website)

The Platform connects to your existing shop management system through authorized API integrations or data import methods to analyze and present your shop data in actionable formats.

Maintenance Hunter applies manufacturer maintenance schedule intervals deterministically as static reference values. It does not use artificial intelligence or machine learning to process, train on, or infer from third-party OE maintenance data. Where AI or machine learning is used within the Platform, it is described in Section 8 below.

6. Data Integration and SMS Connectivity

The Platform integrates with various shop management systems, including but not limited to Mitchell1, NAPA TRACS, Tekmetric, Shop-Ware, Protractor, and R.O. Writer. By connecting your SMS to SideKick360, you:

• Authorize us to access and retrieve your Shop Data through available APIs or data export methods
• Acknowledge that the availability and scope of data may vary depending on your SMS provider’s API capabilities
• Understand that we are not responsible for data accuracy issues originating from your SMS
• Agree that integration functionality may change if the third-party SMS provider modifies their API or data access policies

For the complete and most current list of supported shop management systems, visit sidekick360.app/integrations.

7. Data Ownership and Usage

You retain all ownership rights to your Shop Data. By using the Platform, you grant us a limited, non-exclusive license to:

• Access, process, and analyze your Shop Data solely for the purpose of providing the Platform’s services to you
• Generate anonymized, aggregated insights from your data for the purpose of improving our services, provided such data cannot be used to identify you, your business, or your customers
• Store your data securely in accordance with our Privacy Policy and applicable data protection regulations

We will never sell your Shop Data to third parties. We will not share your identifiable data with competitors or use it for purposes outside the scope of providing and improving our services.

Only after you expressly accept the updated Terms in the MCP connection flow and authorize the named service do you instruct SideKick360 to return the requested Shop Data to that service within your account permissions. This limited authorization does not transfer ownership of your Shop Data, permit its sale, or grant another shop access.

8. Automated and AI Features

The Platform includes a combination of deterministic (rules-based) automated features and machine learning features. To provide transparency about where artificial intelligence is and is not applied, these features are described separately below.

8.1 Maintenance Hunter — OE Schedule Application (Deterministic)

Maintenance Hunter applies published manufacturer maintenance schedule intervals (mileage and time-based) as static reference values against a vehicle’s recorded service history. This portion of the feature is deterministic and rules-based:

• It does not use artificial intelligence or machine learning to process, train on, or infer from OE maintenance data
• Manufacturer maintenance schedule intervals are applied as published, without modification, inference, or generative processing
• Outputs (service due, overdue, or not yet due) are deterministic and based solely on published maintenance intervals and the repair order records in your Shop Data

8.2 Maintenance Hunter — Service History Analysis (Machine Learning on Shop Data)

To determine whether a scheduled service has previously been performed on a given vehicle, SideKick360 applies machine learning techniques to your shop’s own repair order and service history data. This analysis:

• Standardizes variable service descriptions within your Shop Data (for example, recognizing that “LOF,” “Oil Service,” and “Full Synthetic Oil Change” represent the same underlying service category)
• Identifies prior service events from your own repair order records so they can be compared against published maintenance intervals
• Is applied exclusively to Shop Data owned by you; it does not process, train on, or infer from third-party OE maintenance data, manufacturer repair information, or other licensed third-party content

8.3 AI Chatbot Assistant

SideKick360 offers an AI-powered chatbot assistant on the public website using a general-purpose conversational AI model. The chatbot:

• Is intended to provide general product information and sales assistance
• Does not access, process, or make vehicle maintenance recommendations based on OE maintenance data
• Does not constitute professional automotive, legal, or financial advice

8.4 General Disclaimers

For all automated, rules-based, and AI-assisted features described above:

• Outputs are provided as decision-support information and should not replace professional judgment
• The accuracy of outputs depends on the completeness and accuracy of the underlying Shop Data and, where applicable, the published manufacturer maintenance schedules
• We do not warrant that any automated or AI-assisted feature will be free from errors or omissions
• Final decisions regarding vehicle maintenance recommendations, business operations, and customer communications remain your sole responsibility

9. Service Availability and SLA

We strive to maintain high availability of the Platform but do not guarantee uninterrupted access. The Platform may be temporarily unavailable due to:

• Scheduled maintenance (with reasonable advance notice provided when possible)
• Emergency maintenance required to protect the integrity of the Platform or its data
• Third-party service provider outages, including SMS API downtime
• Circumstances beyond our reasonable control

We will make commercially reasonable efforts to provide at least 99.5% monthly uptime for the Platform’s core features, measured as the percentage of minutes in a calendar month during which the Platform is available.

Enterprise customers may negotiate custom service level agreements with service credits through an Order Form. Standard SLA terms apply unless expressly superseded by a signed Order Form.

10. Payment Terms

By subscribing to the Platform, you agree to pay all applicable fees as described in your selected subscription plan or Order Form. Payment terms include:

• Fees are billed in advance on a monthly or annual basis, depending on the subscription plan selected
• All fees are non-refundable except as expressly stated in these Terms or required by applicable law
• We reserve the right to change pricing with 30 days’ written notice; changes take effect at the start of your next billing cycle
• Failed payments may result in temporary suspension of access after a 7-day grace period
• You are responsible for all applicable taxes, duties, and levies associated with your subscription

We may offer free trials or promotional pricing at our discretion. At the end of any trial period, you will be automatically enrolled in your selected paid plan unless you cancel before the trial expires.

11. Termination

Either party may terminate this agreement:

• With 30 days’ written notice for any reason
• Immediately, if the other party materially breaches these Terms and fails to cure the breach within 15 days of written notice
• Immediately, if the other party becomes insolvent, files for bankruptcy, or ceases operations

Upon termination:

• Your access to the Platform will be deactivated at the end of the current billing period (or immediately in the case of breach termination)
• You may request an export of your Shop Data in CSV or JSON format within 30 days of the termination effective date; after 30 days, we may delete your data in accordance with our data retention policy
• Any outstanding fees or charges will remain due and payable
• Provisions that by their nature should survive termination (including Sections 7, 13, 14, 15, 20, 21, and 22) shall survive

Data export fees, if any, will be disclosed in your Order Form. Standard data exports are provided at no additional charge.

12. Prohibited Uses

You agree not to:

• Use the Platform for any illegal purpose or in violation of any applicable laws or regulations
• Attempt to reverse-engineer, decompile, or disassemble any part of the Platform
• Interfere with or disrupt the Platform’s infrastructure, including through denial-of-service attacks, automated scraping, or excessive API calls
• Share your account credentials with unauthorized third parties or allow multiple entities to use a single account
• Use the Platform to mislead customers or generate fraudulent maintenance recommendations
• Resell, sublicense, or redistribute access to the Platform without prior written consent
• Upload malicious code, viruses, or other harmful content to the Platform
• Circumvent or attempt to circumvent any security measures, access controls, or usage limits of the Platform

13. Intellectual Property

All intellectual property rights in the Platform, including but not limited to software, algorithms, machine learning models, user interfaces, designs, trademarks, and documentation, are and shall remain the exclusive property of 9DATA9 LLC d/b/a SideKick360.

Your subscription grants you a limited, non-exclusive, non-transferable, revocable license to use the Platform in accordance with these Terms. This license does not include any right to:

• Modify, adapt, or create derivative works based on the Platform
• Use our trademarks, logos, or branding without prior written consent
• Claim ownership of any reports, analyses, or content generated by the Platform’s AI features (though you retain ownership of the underlying Shop Data)

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
• WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF THE PLATFORM
• OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO US DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM
• WE ARE NOT LIABLE FOR DECISIONS MADE BASED ON AI-GENERATED RECOMMENDATIONS, MAINTENANCE SUGGESTIONS, OR ANY OTHER OUTPUT OF THE PLATFORM

Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for certain types of damages. In such jurisdictions, our liability shall be limited to the greatest extent permitted by applicable law.

15. Indemnification

You agree to indemnify, defend, and hold harmless 9DATA9 LLC d/b/a SideKick360, its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to:

• Your use of the Platform
• Your violation of these Terms
• Your violation of any applicable law or regulation
• Any dispute between you and your customers arising from services recommended through the Platform
• Any third-party claims related to the accuracy or use of your Shop Data

16. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of using or providing the Platform. Confidential information includes, but is not limited to:

• Shop Data and business information
• Platform features, algorithms, and technical specifications not publicly available
• Pricing terms and business arrangements
• Customer lists and contact information

This obligation does not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is independently developed by the receiving party; or (d) is required to be disclosed by law or court order, provided the disclosing party is given reasonable advance notice.

Disclosure of your Shop Data to a specifically authorized AI service under Section 27 is permitted solely within that authorization and does not waive confidentiality obligations for other disclosures or authorize access by other shops.

17. Third-Party Services

The Platform integrates with third-party services, including shop management systems, payment processors, and other service providers. We are not responsible for:

• The availability, accuracy, or performance of third-party services
• Any changes made by third-party providers that affect Platform functionality
• Data handling practices of third-party services (please review their respective privacy policies)
• Any losses or damages resulting from third-party service outages or data discrepancies

Your use of third-party services is governed by their respective terms of service and privacy policies.

Optional AI applications connected through MCP, including OpenAI through ChatGPT or Codex, receive data only under the separate acceptance and authorization requirements in Section 27. Their terms, privacy policies, account settings and applicable agreements govern their handling of data they receive.

18. Compliance

You agree to use the Platform in compliance with all applicable federal, state, and local laws and regulations, including but not limited to:

• Data protection and privacy laws (including applicable provisions of the CCPA, GDPR, and other consumer privacy regulations)
• Consumer protection laws related to automotive repair services
• Anti-spam laws governing electronic communications
• Industry-specific regulations applicable to automotive repair businesses in your jurisdiction

We reserve the right to suspend or terminate your access if we reasonably believe your use of the Platform violates applicable laws or regulations.

19. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict of law provisions. Subject to the dispute resolution provisions in Section 20, any legal action arising out of or related to these Terms shall be brought exclusively in the state or federal courts located in Maricopa County, Arizona, and you consent to the personal jurisdiction of such courts.

20. Dispute Resolution

The parties agree to attempt to resolve any dispute arising out of or relating to these Terms through good-faith negotiation for a period of at least thirty (30) days before initiating any formal legal proceedings.

Either party may initiate the dispute resolution process by sending a written notice describing the nature of the dispute and the desired resolution to the other party’s designated contact address.

If the parties are unable to resolve the dispute through negotiation within 30 days, either party may pursue resolution through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, or through litigation in the courts specified in Section 19, at the initiating party’s election.

Nothing in this section prevents either party from seeking injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm pending arbitration or litigation.

21. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms (other than payment obligations) to the extent such failure or delay results from circumstances beyond the party’s reasonable control, including but not limited to:

• Natural disasters, acts of God, or severe weather events
• Pandemics, epidemics, or public health emergencies
• Government actions, orders, or regulations
• War, terrorism, civil unrest, or sanctions
• Internet or telecommunications infrastructure failures
• Third-party service provider outages
• Cyberattacks, including distributed denial-of-service attacks

The affected party shall provide prompt written notice of the force majeure event and make commercially reasonable efforts to mitigate its effects. If a force majeure event continues for more than sixty (60) consecutive days, either party may terminate the affected services upon written notice.

22. General Provisions

Entire Agreement. These Terms, together with the Privacy Policy, any applicable Order Form, and any Data Processing Addendum, constitute the entire agreement between you and the Company with respect to the Platform and supersede all prior or contemporaneous agreements, understandings, or representations.

Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent.

Waiver. The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. Any waiver must be in writing and signed by the waiving party.

Assignment. You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets upon reasonable notice to you.

Notices. All notices required or permitted under these Terms shall be in writing and delivered to the contact information provided in your account or the Company’s address on record. Notices are deemed received upon personal delivery, one business day after sending by nationally recognized overnight courier, or three business days after sending by certified mail.

23. Data Processing Addendum

For Users subject to the General Data Protection Regulation (GDPR) or other applicable data protection frameworks that require a data processing agreement, our Data Processing Addendum (DPA) is incorporated by reference into these Terms.

The DPA sets forth the parties’ obligations regarding the processing of personal data, including data security measures, subprocessor management, data subject rights, and cross-border data transfers. A copy of the DPA is available on request at support@sidekick360.com.

In the event of any conflict between the DPA and these Terms with respect to the processing of personal data, the DPA shall prevail.

24. Changes to Terms

We reserve the right to modify these Terms at any time. Material changes will be communicated through the Platform, email notification, or other reasonable means at least 30 days before they take effect.

Your continued use of the Platform after the effective date of any changes constitutes acceptance of the updated Terms. If you do not agree with the updated Terms, you must discontinue use of the Platform before the changes take effect and may request termination in accordance with Section 11.

The continued-use acceptance described above does not authorize optional MCP data sharing. The MCP-specific provisions in Section 27 apply only when you expressly accept the updated Terms presented during connection and authorize the named service. If the applicable MCP terms change, the connection must obtain renewed acceptance before further Shop Data is released under the changed terms. Declining the optional connection does not require you to stop using other Platform features under the terms applicable to those features.

25. Contact Information

If you have questions about these Terms or need to contact us regarding your account, please reach out to:

9DATA9 LLC d/b/a SideKick360

3811 E Gideon Way Gilbert, AZ 85296 United States

Email: support@sidekick360.com

Contact: patrick@sidekick360.com

Website: sidekick360.app

For privacy-related inquiries, please refer to our Privacy Policy at sidekick360.app/privacy-policy.

26. SMS Program Terms — Vehicle Service Updates

This section describes the consumer text messaging program operated by 9DATA9 LLC d/b/a SideKick360 on behalf of participating independent automotive repair shops. It applies to vehicle owners who receive text messages about their service visit.

Program name

SideKick360 Vehicle Service Updates.

Program description

Participating repair shops send text messages to their own customers about that customer's vehicle and service visit. Messages include repair status and completion notices, recommended or declined service follow-ups, appointment reminders, and service reminders based on previous visits. Customers may reply directly to the shop; conversations are two-way. This is a customer care program, not a marketing program.

How customers join

A customer is enrolled when they provide their mobile number to a participating shop at the service counter or on their repair order and agree to receive text updates about their vehicle. Consent is collected by the shop at the point of service and recorded per customer. Phone numbers are never purchased, rented, or obtained from third-party lists.

Message frequency

Message frequency varies and depends on service activity. Customers typically receive between one and five messages during an active service visit, and occasional reminders between visits. This is a recurring program.

Cost

Message and data rates may apply. Neither SideKick360 nor participating shops charge customers for these messages, but the customer's mobile carrier's standard messaging and data rates apply to messages sent and received.

How to stop messages

Reply STOP to any message to cancel. After sending STOP, the customer receives one confirmation message and no further messages from that shop's program. A customer may also ask any participating shop to remove their number. Opt-out requests are honored immediately and apply to every message type in this program.

How to get help

Reply HELP to any message for assistance, or contact the repair shop directly using the phone number on the repair order. Customers may also contact SideKick360 support at support@sidekick360.com.

Carriers and delivery

Carriers are not liable for delayed or undelivered messages. Message delivery is subject to carrier network availability.

Privacy

Information collected through this program is handled as described in our Privacy Policy at sidekick360.app/privacy-policy. Mobile numbers are not sold, and are not shared with third parties for their own marketing purposes.

Eligibility

A customer must be the account holder or have authorization from the account holder for the mobile number provided, and must be at least 18 years old.

27. Optional AI and MCP Connections

You may choose to connect SideKick360 to a third-party AI application using Model Context Protocol (MCP). This is an optional feature, separate from connecting your shop management system or using the public website chatbot.

Separate acceptance and authorization

Before the MCP connection receives Shop Data, you must expressly accept the updated Terms and Conditions presented in the connection flow, acknowledge the Privacy Policy and authorize the named third-party AI service. This acceptance must be an affirmative action, not a preselected option or acceptance inferred from continued use. If you decline, SideKick360 must not release Shop Data through that connection. Existing connections must obtain the applicable updated acceptance before further data access. Acceptance alone does not grant access beyond your SideKick360 account permissions.

Authority and account boundaries

You represent that you are authorized to act for the shop or business and instruct disclosure of its Shop Data, including customer or employee information where applicable. Each shop can access only its own authorized data. Accounts responsible for multiple locations may access only the markets and stores assigned to them. SideKick360 must enforce these limits on every MCP request. Accepting these Terms does not grant access to another shop's data or give another shop access to yours.

Your instruction to disclose requested data

Once you accept and authorize the connection, you instruct SideKick360 to return data for your authorized requests to the connected AI service, such as OpenAI through ChatGPT or Codex. Depending on the tool and permissions, this may include shop financial reports, invoices and line items, employee performance, service and Maintenance Hunter results, missed opportunities, tire information, customer names and contact details, vehicle identifiers and service history, and requested export files or links. The connection must limit results to its supported purpose and permitted account scope. Section 16 of the Privacy Policy describes these categories and purposes.

This authorization does not permit the sale of your Shop Data, cross-shop disclosure, customer marketing messages, or access to data outside your account. It does not authorize release of payment card information, government identity numbers, health information, authentication secrets, or text messaging opt-in records and consent.

Third-party processing and your responsibilities

Review the connected AI provider's terms, privacy policy, account settings and applicable agreement before connecting. Those govern the provider's handling of received data, including retention, deletion and any model-training use. SideKick360 does not control copies retained by that provider. You are responsible for selecting an appropriate AI account or workspace, limiting requests to information you are authorized to disclose, and meeting applicable obligations to your customers and employees. These Terms do not replace those obligations.

Revoking the connection

You may withdraw authorization by disconnecting and revoking the MCP connection, or contact support@sidekick360.com for assistance. Revocation must stop future access through that authorization, including use of its access and refresh tokens. It does not remove information already returned to the AI provider, stored in conversations or exported by an authorized user. Use the provider's controls to manage its copies. Restoring access requires renewed authorization and acceptance of the applicable terms.

Scope of available features

The connection provides only the tools and permissions exposed for your account. Reporting access does not authorize it to send messages, delete records, make payments or perform other unsupported actions. Review AI-generated analyses against source reports before making business decisions.