Terms of Service

REVMARQ TOOLS — TERMS OF SERVICE

Version 2.0 · Effective September 7, 2026 · Replaces the version dated June 11, 2026

PLEASE READ CAREFULLY. THESE TERMS CONTAIN A BINDING ARBITRATION CLAUSE AND CLASS-ACTION WAIVER (SECTION 17), A DISCLAIMER OF WARRANTIES (SECTION 11), A LIMITATION OF REVMARQ'S LIABILITY (SECTION 12) AND AN INDEMNIFICATION AND HOLD-HARMLESS OBLIGATION OF THE DEALERSHIP THAT EXPRESSLY COVERS CLAIMS ARISING FROM REVMARQ'S OWN NEGLIGENCE (SECTION 13). BY CLICKING "I AGREE," CREATING OR USING AN ACCOUNT, OR PAYING FOR A SUBSCRIPTION, THE DEALERSHIP AGREES TO THESE TERMS.

1. The parties and the agreement

1.1 Parties. This Terms of Service agreement (the "Agreement") is between REVMARQ Tools, a Florida limited liability company with its principal place of business in Orlando, Florida ("REVMARQ," "we," "us"); REVMARQ's registered name and registered agent are on file with the Florida Department of State, Division of Corporations, and the retail automotive dealership, dealer group or other business entity identified in the account ("Dealership," "you"). The Agreement governs every account, workspace, plan, tool, page, export, print output, API, email and support service REVMARQ makes available at revmarqtools.com or its subdomains (together, the "Service").

1.2 Business use only; authority. The Service is offered exclusively to businesses for use by their personnel in the business of selling, financing and servicing motor vehicles. It is not offered to consumers. The individual who accepts this Agreement represents and warrants that he or she is at least 18 years old, is an owner, officer, general manager or other person authorized to bind the Dealership, and is accepting on the Dealership's behalf. If that individual lacks authority, the individual is personally bound.

1.3 Order of precedence. The Agreement consists of these Terms, the Data Protection Addendum in Exhibit A, the Acceptable Use Policy in Exhibit B, any written order form, quote or plan confirmation signed or accepted by both parties (an "Order"), and the Privacy Policy. In a conflict, an Order controls over these Terms only where the Order expressly says so; Exhibit A controls over these Terms as to Dealer Data; otherwise these Terms control.

1.4 Changes. REVMARQ may update these Terms. We will post the new version with a new version number and effective date, and for material changes we will give at least thirty (30) days' notice by email to the Dealership's administrators and by an in-product notice, and require re-acceptance at next sign-in. Continued use after the effective date is acceptance. If the Dealership objects to a material change it may terminate under Section 8.3 before the effective date and receive a pro-rated refund of prepaid fees for the unused period.

2. Accounts, users and security

2.1 Workspace. REVMARQ provisions a workspace for each Dealership (and, for groups, each rooftop). The Dealership designates one or more administrators who control seats, roles, permissions, stores and settings. Everything an administrator can see, enable, disable or export is the Dealership's responsibility.

2.2 Users. Each seat is for one named individual employee or contractor of the Dealership ("User"). Credentials may not be shared. The Dealership is responsible for every act and omission of its Users and of anyone using its credentials, whether or not authorized, until the Dealership disables the seat or notifies REVMARQ.

2.3 Roles and permissions. The Service offers role-based access and per-permission overrides. The Dealership alone decides who receives which role and permission, and is solely responsible for granting access consistent with its own policies and with law (including the Safeguards Rule's access-control requirements).

2.4 Security duties of the Dealership. The Dealership will (a) keep credentials confidential and use strong, unique passwords, (b) enable multi-factor authentication where offered and require it for Users who access customer information, (c) promptly disable Users who leave, (d) keep its own devices, networks and browsers secure, and (e) notify REVMARQ at security@revmarqtools.com within 24 hours of learning of any unauthorized use of its accounts. REVMARQ is not liable for any loss arising from the Dealership's failure to do so.

2.5 Sign-in through third parties. If a User signs in with Google or another identity provider, that provider's terms govern the provider's service. REVMARQ receives only the name, email address and profile picture needed to create and secure the account.

3. The Service; what it is and is not

3.1 License. Subject to the Agreement and payment of fees, REVMARQ grants the Dealership a limited, non-exclusive, non-transferable, non-sublicensable right during the Term to access and use the Service for the Dealership's internal business operations at the rooftops covered by its plan.

3.2 Estimates and tools, not advice. THE SERVICE PRODUCES ESTIMATES, RANKINGS, INDICATORS AND WORKING DOCUMENTS FROM DATA AND SETTINGS THE DEALERSHIP SUPPLIES. IT IS AN OPERATING TOOL FOR THE DEALERSHIP'S OWN JUDGMENT. REVMARQ IS NOT A LENDER, CREDITOR, BROKER, DEALER, CONSUMER REPORTING AGENCY, ACCOUNTANT, ATTORNEY, COMPLIANCE CONSULTANT OR INSURER, AND NOTHING IN THE SERVICE IS LEGAL, TAX, ACCOUNTING, LENDING, CREDIT, INSURANCE, COMPLIANCE, VALUATION OR INVESTMENT ADVICE. Every pricing decision, deal structure, lender submission, consumer disclosure, advertisement, document, rotation decision, hiring decision and compliance determination is made by the Dealership alone. The Dealership will independently verify any output before relying on it in a transaction with a consumer, lender, manufacturer, regulator or other third party.

3.3 Dealership settings drive results. Outputs depend on the rule books, thresholds, fee tables, lender rules, ceilings, dates and other settings the Dealership enters and on the accuracy, completeness and timeliness of the data it uploads. REVMARQ does not verify Dealership settings or data. Defaults are placeholders, not recommendations.

3.4 Regulatory responsibility. The Dealership is solely responsible for its compliance with all laws and rules that apply to its business and its use of the Service, including federal and state consumer-credit, truth-in-lending, equal-credit-opportunity, fair-credit-reporting, advertising, unfair-and-deceptive-practices, privacy, data-security (including the FTC Safeguards and Privacy Rules and the Florida Information Protection Act), telemarketing, e-mail, employment, wage-and-hour, tax, titling and licensing laws, and every lender, manufacturer and floor-plan agreement it is party to. REVMARQ's tools do not make the Dealership compliant with anything.

3.5 Third-party data and systems. The Service may accept files exported from, or reference figures published by, third parties (inventory systems, lenders, rate sheets, market sources). REVMARQ does not control and does not warrant third-party data, its timing or its continued availability, and may display freshness indicators only as a courtesy.

3.6 Availability; changes to the Service. REVMARQ will use commercially reasonable efforts to keep the Service available, excluding scheduled maintenance, emergency maintenance, and events outside its reasonable control. REVMARQ may add, modify, suspend or retire features, tools, plans and integrations at any time. If REVMARQ retires a tool that is material to the Dealership's plan and does not replace it with substantially similar functionality, the Dealership's remedy is termination under Section 8.3 and a pro-rated refund of prepaid fees for the retired tool's share of the plan for the unused period. No other service level, uptime commitment or service credit is offered unless stated in an Order.

3.7 Beta, preview and demonstration features. Features labeled beta, preview, early access, experimental, demo or sample are provided as-is, may be withdrawn at any time, and are excluded from any warranty or obligation. Demonstration workspaces contain fictional data and must not be relied on for any purpose.

3.8 Support. Support is provided by email at support@revmarqtools.com during REVMARQ's business hours (Eastern Time), with effort proportionate to the plan. Support does not include training, data entry, data cleaning, custom development, compliance review or legal analysis unless purchased under an Order.

4. Dealer Data

4.1 Definition. "Dealer Data" means all data, files, records, documents, settings, images and other content the Dealership or its Users upload to, enter in, or generate through the Service, including inventory records, deal records, customer and prospect records, employee records, rule books, fee tables, lender rules, documents stored in the compliance vault, and printed or exported outputs derived from them.

4.2 Ownership. As between the parties, the Dealership owns Dealer Data. The Dealership grants REVMARQ a non-exclusive, worldwide, royalty-free license to host, store, copy, process, transmit, display, back up and otherwise use Dealer Data solely to provide, secure, support and improve the Service for the Dealership, to comply with law, and as otherwise permitted by Exhibit A.

4.3 Dealership warranties about Dealer Data. The Dealership represents and warrants that (a) it has all rights, consents, notices and authorizations required by law and by its own privacy notices to collect Dealer Data and to provide it to REVMARQ for processing as described in the Agreement; (b) Dealer Data does not infringe or misappropriate any third-party right and is not unlawful, defamatory or fraudulent; (c) it will not upload Social Security numbers, driver's-license numbers, full payment-card numbers, bank-account numbers, credit reports, credit scores, medical information, biometric identifiers, or passwords except into a field the Service expressly designs for that data type, and will not upload any data the Service is not designed to hold; and (d) the personnel it lists in the Service are its employees or contractors who have been told their names, activity and performance metrics will be visible to the Dealership's managers and administrators.

4.4 Accuracy. The Dealership is solely responsible for the accuracy, quality, integrity and legality of Dealer Data and for the means by which it acquired it. REVMARQ has no duty to review, correct, verify or monitor Dealer Data, although it may remove or quarantine content that it reasonably believes violates the Agreement or law.

4.5 Back-ups and export. The Dealership will maintain its own copies of Dealer Data and its systems of record. The Service offers exports; the Dealership should export regularly. REVMARQ's back-ups are for disaster recovery of the Service as a whole, not a substitute for the Dealership's own records.

4.6 Usage Data. REVMARQ owns all data about the operation, performance and use of the Service (logs, metrics, telemetry, error reports, feature usage) ("Usage Data"), and may use it for any lawful purpose. REVMARQ may also create and use aggregated and de-identified data derived from Dealer Data (for example, aggregate aging or turn statistics across many dealerships) for benchmarking, product improvement, research and marketing, provided the data does not identify the Dealership, any rooftop, any consumer, any employee, or any deal, and cannot reasonably be re-identified. REVMARQ will not sell personal information in Dealer Data.

4.7 Retention after termination. For thirty (30) days after the Term ends, the Dealership may export Dealer Data through the Service on request. After that period REVMARQ may delete or de-identify Dealer Data in the ordinary course, subject to Exhibit A §A7, legal holds and residual copies in encrypted back-ups that are overwritten on the back-up schedule.

5. Confidentiality and REVMARQ's proprietary information

5.1 Mutual confidentiality. Each party will protect the other's Confidential Information with at least the care it uses for its own confidential information and no less than reasonable care, use it only to perform the Agreement, and disclose it only to personnel and advisors who need it and are bound by confidentiality obligations at least as protective. "Confidential Information" means non-public information disclosed by a party that is marked confidential or that a reasonable person would understand to be confidential, and includes Dealer Data (the Dealership's) and the REVMARQ Materials (REVMARQ's). It excludes information that is or becomes public without breach, was already known to the recipient, is independently developed, or is rightfully received from a third party. A party may disclose Confidential Information when required by law after giving prompt notice (where lawful) and cooperating to limit the disclosure.

5.2 REVMARQ Materials. The Service and everything in it other than Dealer Data — including the software, user interfaces, layouts, designs, tool names, calculation methods, rule and threshold logic, ranking and scoring approaches, default settings, workflows, form designs, templates, print packs, sample and demonstration data, documentation, benchmarks, training materials, pricing, and all improvements — are REVMARQ's confidential and proprietary information and trade secrets ("REVMARQ Materials"). REVMARQ and its licensors own all right, title and interest, including all intellectual-property rights, in the REVMARQ Materials. No rights are granted except the license in Section 3.1.

5.3 Restrictions. The Dealership will not, and will not permit anyone to: (a) copy, modify, translate, or create derivative works of the REVMARQ Materials; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, methods, thresholds, rules, formulas, models or data structures; (c) scrape, crawl, harvest, bulk-download or systematically extract content; (d) use the Service to build, train, benchmark or improve a competing product, or disclose results of any benchmark or comparison; (e) sell, resell, rent, lease, sublicense, time-share or provide the Service to any third party, or use it for the benefit of any entity other than the Dealership's covered rooftops; (f) remove or alter any notice of ownership; (g) use any REVMARQ trademark, tool name or design without written permission; or (h) access the Service to monitor its availability, performance or functionality for competitive purposes. Any person who is employed by, contracted to, or holds an interest in a competitor of REVMARQ may not access the Service.

5.4 Feedback. Ideas, suggestions and feedback the Dealership or its Users provide about the Service become REVMARQ's property, and the Dealership assigns all rights in them to REVMARQ, without compensation or attribution.

5.5 Injunctive relief. A breach of this Section 5 would cause REVMARQ irreparable harm for which money damages are inadequate. REVMARQ is entitled to injunctive and other equitable relief, without posting bond and in addition to every other remedy, in any court of competent jurisdiction notwithstanding Section 17.

6. Plans, fees and payment

6.1 Plans. Plans, the rooftops and seats they cover, and their monthly or annual fees are set out on the pricing page at the time of purchase or in the Order. REVMARQ assigns the plan and may adjust seats and rooftops on request.

6.2 Fees; taxes. Fees are stated and payable in U.S. dollars, are exclusive of taxes, and are non-refundable except as expressly stated in the Agreement. The Dealership is responsible for all sales, use, excise, VAT and similar taxes (other than taxes on REVMARQ's net income). If REVMARQ or its payment partner is required to collect tax, it will be added to the invoice.

6.3 Renewal; price changes. Plans renew automatically for successive terms equal to the initial term (monthly or annual) unless either party gives notice of non-renewal at least fifteen (15) days before the end of the then-current term (monthly) or thirty (30) days before (annual). For annual terms REVMARQ will send a renewal reminder to the Dealership's billing contact between 30 and 60 days before the renewal date. REVMARQ may change fees for a renewal term on at least thirty (30) days' notice before the renewal date.

6.4 Payment method; payment partner. Where the Dealership pays by card or bank debit on file, the Dealership authorizes REVMARQ and its payment partner to charge the payment method for all fees when due, including renewals, and to retry failed charges. Card-on-file charges are processed by Paddle (Paddle.com Market Ltd. or Paddle, Inc., as shown at checkout) as REVMARQ's merchant of record under Paddle's own checkout terms (https://www.paddle.com/legal/checkout-buyer-terms), which govern the payment transaction; REVMARQ never stores full card numbers. Where the Dealership is invoiced, invoices are due net thirty (30) days.

6.5 Late payment; suspension. Amounts unpaid when due accrue interest at the lesser of 1.5 % per month or the maximum rate permitted by law, plus REVMARQ's reasonable costs of collection including attorneys' fees. If any amount is more than ten (10) days past due REVMARQ may, after email notice to the Dealership's administrators, suspend access to the Service until paid in full. Suspension does not relieve the Dealership of its payment obligations.

6.6 Upgrades and downgrades. Upgrades take effect immediately and are pro-rated for the remainder of the term. Downgrades take effect at the next renewal. Reduced seats or rooftops do not create a refund or credit for the current term.

6.7 Disputes. The Dealership must dispute an invoice in writing within thirty (30) days of the invoice date, stating the basis; undisputed amounts remain payable. Charges not disputed within that period are accepted.

7. Acceptable use

The Dealership and its Users will comply with the Acceptable Use Policy in Exhibit B, which is part of the Agreement. REVMARQ may investigate suspected violations and may suspend or terminate access, remove content, and notify law enforcement, in its reasonable discretion.

8. Term, suspension and termination

8.1 Term. The Agreement begins on acceptance and continues until every plan has ended and all fees are paid (the "Term").

8.2 Suspension. In addition to Section 6.5, REVMARQ may suspend the Service or any User immediately, with notice as soon as practicable, if (a) REVMARQ reasonably believes the Dealership or a User has breached Sections 4.3, 5 or 7 or Exhibit B; (b) the Dealership's use poses a security, legal or operational risk to REVMARQ, the Service or any third party; (c) required by law or a governmental authority; or (d) the Dealership becomes insolvent or subject to bankruptcy, receivership or assignment for the benefit of creditors. REVMARQ will limit the suspension to what is reasonably necessary and lift it when the cause is cured.

8.3 Termination by the Dealership. The Dealership may terminate for convenience at the end of the current term by giving notice under Section 6.3, and may terminate under Sections 1.4 or 3.6. The Dealership may also terminate for REVMARQ's material breach that remains uncured thirty (30) days after written notice describing the breach.

8.4 Termination by REVMARQ. REVMARQ may terminate the Agreement or any plan (a) for the Dealership's material breach that remains uncured fifteen (15) days after written notice (no cure period for breaches of Sections 4.3, 5 or 7 or Exhibit B); (b) immediately for a Section 8.2(b)–(d) event; or (c) for convenience at the end of the current term on thirty (30) days' notice. REVMARQ may also end the Service generally on ninety (90) days' notice to all customers, refunding prepaid fees for the unused period.

8.5 Effect. On termination the license ends, the Dealership must stop using the Service and pay all fees accrued, and Section 4.7 applies to Dealer Data. Sections 3.2–3.5, 4.2 (as needed for Section 4.7), 4.3, 4.6, 4.7, 5, 6 (as to amounts owed), 8.5, 9.3, 11, 12, 13, 14, 15, 17 and 18 and Exhibit A §A7 survive.

9. Third-party services, links and integrations

9.1 The Service may link to or interoperate with third-party products (identity providers, payment partners, email, document tools, inventory or lender systems). Those products are governed by their own terms and privacy policies; REVMARQ is not responsible for them and their availability may change.

9.2 If the Dealership enables an integration or grants a third party access to Dealer Data, it does so at its own risk and instructs REVMARQ to transmit Dealer Data accordingly.

9.3 The Dealership is responsible for its own agreements with inventory-system vendors, lenders, manufacturers and data providers, including any restriction on exporting or sharing their data with REVMARQ, and warrants that its use of the Service does not breach them.

10. REVMARQ's limited warranty

REVMARQ warrants to the Dealership that, during the Term, the Service will perform materially in accordance with its then-current published documentation, and that REVMARQ will not materially decrease the overall security safeguards described in Exhibit A. The Dealership's sole and exclusive remedy, and REVMARQ's entire liability, for breach of this warranty is for REVMARQ to use commercially reasonable efforts to correct the non-conformity and, if REVMARQ cannot do so within thirty (30) days after written notice, for the Dealership to terminate the affected plan and receive a pro-rated refund of prepaid fees for the unused period.

11. DISCLAIMER OF WARRANTIES

EXCEPT FOR THE LIMITED WARRANTY IN SECTION 10, THE SERVICE, THE REVMARQ MATERIALS, ALL OUTPUTS, ESTIMATES, INDICATORS, DOCUMENTS, DEMONSTRATION DATA, SUPPORT AND ANY THIRD-PARTY DATA ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, REVMARQ AND ITS AFFILIATES, LICENSORS, SUPPLIERS AND PAYMENT PARTNERS DISCLAIM ALL WARRANTIES, CONDITIONS AND REPRESENTATIONS OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, TIMELINESS, RELIABILITY, QUIET ENJOYMENT, OR THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY OUTPUT WILL RESULT IN A PARTICULAR SALE, PROFIT, FINANCING APPROVAL, RETAIL PRICE, COMPLIANCE RESULT OR BUSINESS OUTCOME. REVMARQ DOES NOT WARRANT THAT THE SERVICE OR ITS DEFAULTS SATISFY ANY LAW, REGULATION, LENDER PROGRAM, MANUFACTURER PROGRAM OR INDUSTRY STANDARD. THE DEALERSHIP ASSUMES ALL RISK OF USING THE SERVICE AND ITS OUTPUTS IN ITS BUSINESS. NO ORAL OR WRITTEN INFORMATION OR ADVICE FROM REVMARQ CREATES A WARRANTY.

12. LIMITATION OF LIABILITY

12.1 EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL REVMARQ OR ITS AFFILIATES, OWNERS, OFFICERS, EMPLOYEES, CONTRACTORS, LICENSORS, SUPPLIERS OR PAYMENT PARTNERS (THE "REVMARQ PARTIES") BE LIABLE TO THE DEALERSHIP OR ANY THIRD PARTY UNDER OR IN CONNECTION WITH THE AGREEMENT OR THE SERVICE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, SALES, GROSS, FRONT-END OR BACK-END PROFIT, FINANCING RESERVE, FLOOR-PLAN COST, HOLDING COST, INVENTORY VALUE, GOODWILL, BUSINESS OPPORTUNITY, DATA, OR USE, OR FOR THE COST OF SUBSTITUTE SERVICES, OR FOR ANY REGULATORY FINE, PENALTY, CHARGEBACK, LENDER OR MANUFACTURER CHARGEBACK, BUY-BACK, AUDIT ADJUSTMENT, OR CONSUMER CLAIM, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY, STATUTE OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 CAP. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL CUMULATIVE LIABILITY OF THE REVMARQ PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SERVICE, UNDER ANY THEORY, WILL NOT EXCEED THE GREATER OF (A) THE FEES ACTUALLY PAID BY THE DEALERSHIP TO REVMARQ FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE EVENT FIRST GIVING RISE TO LIABILITY, OR (B) ONE THOUSAND U.S. DOLLARS (US $1,000). MULTIPLE CLAIMS DO NOT ENLARGE THIS CAP.

12.3 SCOPE. THE EXCLUSIONS AND CAP IN THIS SECTION 12 APPLY TO CLAIMS ARISING FROM REVMARQ'S OWN NEGLIGENCE, AND TO THE FULLEST EXTENT THE LAW ALLOWS. THEY DO NOT APPLY TO (I) LIABILITY THAT CANNOT BE LIMITED BY LAW, (II) A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD, OR (III) THE DEALERSHIP'S PAYMENT OBLIGATIONS, ITS BREACH OF SECTION 5, OR ITS INDEMNIFICATION OBLIGATIONS UNDER SECTION 13.

12.4 BASIS OF THE BARGAIN. THE DEALERSHIP ACKNOWLEDGES THAT THE FEES REFLECT THIS ALLOCATION OF RISK, THAT REVMARQ WOULD NOT PROVIDE THE SERVICE AT THESE FEES WITHOUT IT, THAT THE DEALERSHIP HAS HAD THE OPPORTUNITY TO OBTAIN ITS OWN INSURANCE AGAINST THE RISKS OF ITS BUSINESS, AND THAT THIS SECTION 12 APPLIES EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

13. INDEMNIFICATION AND HOLD HARMLESS BY THE DEALERSHIP

13.1 OBLIGATION. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE DEALERSHIP WILL DEFEND, INDEMNIFY AND HOLD HARMLESS THE REVMARQ PARTIES FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, SUITS, PROCEEDINGS, INVESTIGATIONS, LOSSES, LIABILITIES, DAMAGES, JUDGMENTS, SETTLEMENTS, FINES, PENALTIES, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES, EXPERT FEES AND COSTS OF INVESTIGATION, AT TRIAL AND ON APPEAL) ("LOSSES") ARISING OUT OF OR RELATING TO:

(a) DEALER DATA — ITS COLLECTION, CONTENT, ACCURACY, LEGALITY, OR THE DEALERSHIP'S PROVISION OF IT TO REVMARQ, INCLUDING ANY CLAIM THAT DEALER DATA OR ITS PROCESSING AS INSTRUCTED BY THE DEALERSHIP VIOLATES ANY LAW, PRIVACY NOTICE, CONSENT REQUIREMENT OR THIRD-PARTY RIGHT;

(b) THE DEALERSHIP'S OR ITS USERS' USE OF THE SERVICE OR ANY OUTPUT, INCLUDING ANY PRICING, DEAL STRUCTURE, FINANCING SUBMISSION, DISCLOSURE, ADVERTISEMENT, DOCUMENT, FORM, ROTATION, STAFFING, PAY-PLAN OR COMPLIANCE DECISION MADE WITH OR WITHOUT REFERENCE TO THE SERVICE;

(c) ANY TRANSACTION, DISPUTE OR RELATIONSHIP BETWEEN THE DEALERSHIP AND ANY CONSUMER, EMPLOYEE, CONTRACTOR, LENDER, MANUFACTURER, FLOOR-PLAN SOURCE, DATA PROVIDER, REGULATOR OR OTHER THIRD PARTY;

(d) THE DEALERSHIP'S OR ITS USERS' BREACH OF THE AGREEMENT, EXHIBIT A OR EXHIBIT B, OR VIOLATION OF ANY LAW;

(e) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SERVICE THROUGH THE DEALERSHIP'S ACCOUNTS, CREDENTIALS, DEVICES OR NETWORKS; OR

(f) THE DEALERSHIP'S NEGLIGENCE OR WILLFUL MISCONDUCT.

13.2 EXPRESS COVERAGE OF REVMARQ'S OWN NEGLIGENCE. THE DEALERSHIP'S OBLIGATIONS UNDER SECTION 13.1 APPLY EVEN IF THE LOSSES ARE CAUSED OR ALLEGED TO BE CAUSED IN WHOLE OR IN PART BY THE ORDINARY NEGLIGENCE (ACTIVE OR PASSIVE), STRICT LIABILITY OR BREACH OF CONTRACT OF ANY REVMARQ PARTY. THE PARTIES INTEND THIS SENTENCE TO BE THE CLEAR AND UNEQUIVOCAL EXPRESSION REQUIRED BY FLORIDA LAW. THE DEALERSHIP'S OBLIGATIONS DO NOT EXTEND TO LOSSES TO THE EXTENT FINALLY DETERMINED BY A COURT OR ARBITRATOR TO HAVE BEEN CAUSED BY A REVMARQ PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD.

13.3 Procedure. REVMARQ will give the Dealership prompt written notice of a claim (delay relieves the Dealership only to the extent it is prejudiced). REVMARQ may, at its election, control the defense with counsel of its choice at the Dealership's expense, or tender the defense to the Dealership, in which case the Dealership will retain counsel reasonably acceptable to REVMARQ, keep REVMARQ informed, and will not settle any claim without REVMARQ's prior written consent unless the settlement unconditionally releases the REVMARQ Parties, involves only money paid by the Dealership, and includes no admission of fault. REVMARQ may participate with its own counsel at its own expense. The Dealership will advance defense costs as incurred.

13.4 Independent obligation; insurance. Section 13 is independent of, and is not limited by, Section 12 or any insurance. The Dealership will maintain commercial general liability, garage liability, cyber-liability and errors-and-omissions insurance customary for a dealership of its size and, on request, provide certificates naming REVMARQ as an additional insured to the extent of the obligations in this Section 13.

13.5 REVMARQ's IP indemnity. REVMARQ will defend the Dealership against any third-party claim that the Service, as provided by REVMARQ and used in accordance with the Agreement, infringes a United States patent, copyright or trademark or misappropriates a trade secret, and will pay the damages finally awarded or agreed in settlement, provided the Dealership gives prompt notice, sole control of the defense and settlement, and reasonable cooperation. REVMARQ has no obligation for claims arising from Dealer Data, third-party products, combinations not supplied by REVMARQ, modifications not made by REVMARQ, use after notice to stop, or use in breach of the Agreement. If the Service becomes or is likely to become the subject of such a claim, REVMARQ may procure the right to continue, modify or replace it, or terminate the affected plan and refund prepaid fees for the unused period. This Section 13.5 states REVMARQ's entire liability and the Dealership's exclusive remedy for infringement claims, and is subject to Section 12.

14. Publicity, non-solicitation and audit

14.1 Publicity. REVMARQ may identify the Dealership as a customer by name and logo in customer lists and on its website unless the Dealership opts out by email to legal@revmarqtools.com. Any case study, quotation or endorsement requires the Dealership's written approval.

14.2 No exclusivity. Nothing prevents REVMARQ from providing the Service to any other dealership, including the Dealership's competitors.

14.3 Compliance audit. Not more than once per year, on thirty (30) days' notice, REVMARQ may verify the Dealership's compliance with Sections 2, 5 and 7 through the Service's own records; the Dealership will cooperate reasonably.

14.4 Non-solicitation of employees. During the Term and for twelve (12) months after, neither party will directly solicit for employment any employee of the other with whom it had material contact through the Agreement, except through general advertisements not targeted at the other party's employees. The parties agree this restriction is reasonable and protects legitimate business interests under Fla. Stat. § 542.335.

15. Notices

Email is the designated channel for notices to REVMARQ: notices must be sent to legal@revmarqtools.com and are effective on receipt; formal service of process is made on REVMARQ's registered agent as listed with the Florida Department of State, Division of Corporations, and a postal address for other correspondence is supplied on request to legal@revmarqtools.com. Notices to the Dealership may be sent by email to any administrator or billing contact on the account, or by in-product notice, and are effective when sent. Each party will keep its contact information current.

16. General

16.1 Governing law. The Agreement and any dispute arising out of or relating to it or the Service are governed by the laws of the State of Florida and applicable federal law, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply.

16.2 Assignment. The Dealership may not assign or transfer the Agreement or any plan, by operation of law, change of control or otherwise, without REVMARQ's prior written consent; any attempt is void. REVMARQ may assign the Agreement to an affiliate or to a successor in a merger, acquisition or sale of substantially all its assets or of the Service, and may subcontract performance while remaining responsible for it.

16.3 Force majeure. Neither party is liable for delay or failure (other than payment) caused by events beyond its reasonable control, including acts of God, hurricane, flood, fire, epidemic, labor dispute, war, terrorism, civil unrest, governmental action, utility or internet failure, denial-of-service attack, or failure of a third-party service provider.

16.4 Independent contractors; no third-party beneficiaries. The parties are independent contractors. Except for the REVMARQ Parties under Sections 12 and 13, there are no third-party beneficiaries.

16.5 Entire agreement; waiver; severability. The Agreement is the entire agreement between the parties about its subject and supersedes all prior or contemporaneous proposals, quotes, demonstrations, representations and agreements, written or oral. Terms in any Dealership purchase order, vendor form, portal or "vendor onboarding" document are rejected and void even if signed or acknowledged by REVMARQ. No waiver is effective unless in writing, and no failure or delay is a waiver. If any provision is held unenforceable it will be enforced to the maximum extent permitted and the rest of the Agreement stays in effect; the parties intend the limitations and indemnities in Sections 12 and 13 to be enforced to the greatest extent the law allows, and a court or arbitrator may modify them to that extent rather than strike them.

16.6 Electronic contracting. The parties agree to contract electronically and that clicking "I agree," typing a name, or continuing to use the Service after notice constitutes a signature under the federal E-SIGN Act and Fla. Stat. § 668.50. REVMARQ's records of acceptance (version, time, user, network address) are admissible evidence of the Agreement.

16.7 Export and sanctions. The Dealership will not use or access the Service from any country subject to comprehensive U.S. sanctions, or in violation of U.S. export-control laws, and is not on any U.S. restricted-party list.

16.8 Headings; interpretation. Headings are for convenience. "Including" means "including without limitation." No rule of construction against the drafter applies; each party has had the opportunity to review the Agreement with counsel.

17. DISPUTE RESOLUTION; ARBITRATION; CLASS-ACTION WAIVER; JURY WAIVER

17.1 Informal resolution first. Before starting any proceeding, a party will give the other written notice describing the dispute and the parties' senior representatives will confer in good faith for thirty (30) days. Payment collection and requests for injunctive relief are exempt.

17.2 Binding arbitration. Any dispute, claim or controversy arising out of or relating to the Agreement or the Service, including its formation, validity, enforceability, interpretation, performance, breach or termination, and whether based in contract, tort, statute or any other theory, will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules before one arbitrator seated in Orlando, Orange County, Florida. The Federal Arbitration Act governs this Section. The arbitrator will apply Florida law, will honor Sections 11, 12 and 13, has no authority to award relief inconsistent with them, and will issue a reasoned written award. Judgment may be entered in any court of competent jurisdiction. Either party may bring an individual action in small-claims court, and either party may seek temporary, preliminary or permanent injunctive relief or enforcement of Section 5 in the courts identified in Section 17.3 without waiving arbitration.

17.3 Courts; venue. For any matter not subject to arbitration, the state and federal courts located in Orange County, Florida have exclusive jurisdiction and venue, and each party irrevocably submits to them and waives any objection of inconvenient forum.

17.4 CLASS-ACTION AND REPRESENTATIVE-ACTION WAIVER. EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, COLLECTIVE OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY'S CLAIMS OR PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING. IF THIS WAIVER IS FOUND UNENFORCEABLE AS TO A PARTICULAR CLAIM, THAT CLAIM (AND ONLY THAT CLAIM) WILL PROCEED IN THE COURTS IDENTIFIED IN SECTION 17.3.

17.5 JURY WAIVER. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SERVICE.

17.6 Attorneys' fees. In any proceeding to enforce or interpret the Agreement, the prevailing party is entitled to recover its reasonable attorneys' fees and costs, including on appeal and in any bankruptcy proceeding, from the other party. (Reciprocal by design; see Fla. Stat. § 57.105(7).)

17.7 No shortened limitations period. Nothing in the Agreement shortens any statutory limitations period (Fla. Stat. § 95.03).

18. Contact

REVMARQ Tools · Orlando, Florida · legal@revmarqtools.com (legal) · privacy@revmarqtools.com (privacy) · security@revmarqtools.com (security) · support@revmarqtools.com (support).

EXHIBIT A — DATA PROTECTION AND SERVICE-PROVIDER ADDENDUM

This Exhibit is part of the Agreement and governs REVMARQ's processing of Dealer Data. It is written so a dealership can satisfy the service-provider contract requirement of the FTC Safeguards Rule, 16 CFR 314.4(f), and the service-provider exception of the GLBA Privacy Rule, 16 CFR 313.13, by accepting the Agreement.

A1. Roles. For personal information contained in Dealer Data, the Dealership is the financial institution / covered entity / controller and REVMARQ is its service provider / third-party agent / processor. For account, billing, usage and website data, REVMARQ is the controller and the Privacy Policy applies.

A2. Purpose limitation and confidentiality (GLBA § 313.13). REVMARQ will use, disclose and retain nonpublic personal information and other personal information in Dealer Data solely to provide, secure, support and improve the Service for the Dealership, to comply with law, and as the Dealership instructs through the Service, and for no other purpose. REVMARQ will not sell it, use it for its own marketing, or disclose it to any third party except sub-processors under §A5, REVMARQ personnel bound by confidentiality, and as required by law. REVMARQ will treat it as confidential and will not use it in any manner the Dealership itself could not lawfully use it.

A3. Safeguards (16 CFR 314.4(f)). REVMARQ maintains a written information-security program with administrative, technical and physical safeguards appropriate to the size and complexity of REVMARQ, the nature of the Service and the sensitivity of Dealer Data, including, as of the effective date: encryption of Dealer Data in transit (TLS) and at rest; logical separation of each dealership's data by workspace with database-level access policies; role-based access control with per-permission overrides administered by the Dealership; multi-factor authentication available to every User and required for REVMARQ personnel with production access; REVMARQ staff access to a dealership's workspace only through a logged "managed access" session that is recorded in the Dealership's activity log and visible to the Dealership's administrators; audit logging of security-relevant events; encrypted backups with periodic restore testing; secure software-development practices including change review and automated checks; vulnerability management; secure disposal of data no longer needed; and workforce confidentiality obligations and security training. REVMARQ will not materially reduce these safeguards during the Term.

A4. Data minimization. The Service is designed to operate without Social Security numbers, driver's-license numbers, full payment-card numbers, bank-account numbers, credit reports or scores, or medical information, and the Dealership agrees not to load them except into fields expressly designed for them (Section 4.3). Where the Service offers document storage (compliance vault), the Dealership decides what documents to store and is responsible for their contents.

A5. Sub-processors. REVMARQ uses the following categories of sub-processors, each bound by written terms requiring confidentiality and security no less protective than this Exhibit: cloud database and file-storage hosting (Supabase, Inc.); application hosting and content delivery (Lovable Labs Incorporated and its hosting providers); transactional email delivery (Resend, Inc.); identity provider for optional Google sign-in (Google LLC); payment processing (Paddle — receives billing contact and payment data only, never Dealer Data). The current list is published at https://revmarqtools.com/legal/subprocessors. REVMARQ will give the Dealership's administrators at least fifteen (15) days' email notice before adding a sub-processor that will process Dealer Data; if the Dealership reasonably objects on data-protection grounds and the parties cannot resolve it, the Dealership may terminate the affected plan and receive a pro-rated refund of prepaid fees for the unused period as its sole remedy. REVMARQ remains responsible for its sub-processors' performance.

A6. Security incidents. If REVMARQ determines that there has been unauthorized access to, or acquisition, disclosure or loss of, unencrypted personal information in Dealer Data (a "Security Incident"), REVMARQ will notify the Dealership's administrators by email without undue delay and in any event within ten (10) days of the determination, as Fla. Stat. § 501.171(6) requires of a third-party agent, and will thereafter provide the information reasonably available to REVMARQ that the Dealership needs to meet its own obligations (including notice to individuals within 30 days under § 501.171, notice to the Florida Department of Legal Affairs, and the notification-event report to the FTC within 30 days under 16 CFR 314.4(j)). REVMARQ will take reasonable steps to contain and remediate the incident and cooperate with the Dealership's reasonable requests. Notification is not an admission of fault. The Dealership is responsible for all notices to individuals, regulators and third parties, and their cost, except to the extent the Security Incident is finally determined to have been caused by REVMARQ's breach of §A3, in which case REVMARQ will reimburse the Dealership's reasonable, documented, direct costs of legally required individual notices subject to Section 12.

A7. Retention and deletion. REVMARQ retains Dealer Data for the Term and for thirty (30) days after (the export window), then deletes or de-identifies it within ninety (90) days, except as required by law, legal hold, or for records of the Agreement itself, and except for residual copies in encrypted backups, which are overwritten within the backup rotation period (35 days). Demonstration sandboxes are deleted automatically on their expiry (7 to 30 days) and contain no Dealer Data. Activity and audit logs are retained for 24 months. On written request REVMARQ will confirm deletion.

A8. Assessment and assistance. On the Dealership's reasonable written request, not more than once per year, REVMARQ will complete a reasonable security questionnaire or provide a summary of its security program and most recent third-party assessment (if any) so the Dealership can perform the periodic service-provider assessment the Safeguards Rule requires. REVMARQ will assist the Dealership, at the Dealership's expense for anything beyond the Service's own export and deletion features, with individual privacy requests that concern personal information in Dealer Data.

A9. REVMARQ personnel. REVMARQ limits production access to personnel who need it, binds them to confidentiality, screens them appropriately, and revokes access promptly on role change or departure.

A10. Location. Dealer Data is stored in the United States. REVMARQ will not transfer Dealer Data outside the United States without the Dealership's consent, except for transient access by sub-processor support personnel under confidentiality.

A11. Return of Dealership personnel data. Names, roles, activity and performance metrics of Dealership personnel are Dealer Data; the Dealership is responsible for any notices its own workforce is owed.

EXHIBIT B — ACCEPTABLE USE POLICY

Users of REVMARQ Tools will not: (1) use the Service for any unlawful purpose or in violation of any consumer-protection, credit, privacy, employment or advertising law; (2) upload data they lack the right to upload, or data prohibited by Section 4.3; (3) share credentials or seats, or access another dealership's workspace; (4) attempt to probe, scan, test or breach the security of the Service, bypass access controls, rate limits or permissions, or interfere with other customers' use; (5) upload malicious code, or automate access except through interfaces REVMARQ provides for that purpose; (6) scrape, harvest, bulk-extract or mirror content; (7) use the Service to build or benchmark a competing product; (8) send unsolicited or deceptive communications through the Service, or use its forms or documents to mislead any consumer; (9) impersonate any person or misrepresent affiliation; (10) use demonstration or sample data as if it were real; (11) resell or make the Service available to third parties; or (12) remove notices, or reproduce REVMARQ Materials outside the Service. REVMARQ may suspend or terminate access for violations under Section 8.