End-User License Agreement

1. License Grant

Axiom Dealer Intelligence (“Company”, “we”, “us”) grants you (“Customer”, “you”) a limited, non-exclusive, non-transferable, revocable license to access and use the Software for your internal business operations during an active subscription term.

2. Subscription, Fees, and Billing

Use of the Software requires an active paid subscription. Fees are billed according to your selected plan and any applicable add-ons or usage charges. Non-payment may result in suspension or termination.

3. Acceptable Use

You agree not to:

• Reverse engineer, copy, modify, distribute, sell, or sublicense the Software except as permitted by law.
• Use the Software for unlawful purposes or in violation of applicable laws (including messaging/anti-spam rules).
• Interfere with system security, availability, or integrity, including transmitting malware or abusing APIs.
• Attempt to access data or accounts not authorized for your role.

4. Third-Party Services and Integrations

The Software may integrate with third-party services including (but not limited to) QuickBooks Online, Twilio, Postmark, and other providers. Third-party services are governed by their own terms and policies. We are not responsible for third-party outages, policy changes, rate changes, or service interruptions.

5. Data Ownership

You retain ownership of your dealership business data and content you submit to the Software. Company retains all rights, title, and interest in the Software, including intellectual property, designs, and underlying code.

6. Confidentiality

Each party may receive confidential information from the other. You agree to protect confidential information using reasonable safeguards and not disclose it except as required to operate the Software or as permitted by law.

7. Disclaimer of Warranties

The Software is provided on an “as is” and “as available” basis. To the maximum extent permitted by law, Company disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.

8. Limitation of Liability

To the maximum extent permitted by law, Company will not be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost revenue, business interruption, or data loss arising from your use of the Software or any third-party integration.

Company’s total liability for all claims arising in connection with the Software will not exceed the fees paid by Customer to Company in the three (3) months immediately preceding the event giving rise to the claim.

9. Termination

Company may suspend or terminate your access if you breach this Agreement, fail to pay fees, or use the Software unlawfully. Upon termination, your license ends immediately.

10. Governing Law

This Agreement is governed by the laws of Ontario, Canada, without regard to conflict-of-laws principles, unless otherwise required by applicable jurisdiction.

11. Changes to this Agreement

We may update this Agreement from time to time. Continued use of the Software after changes become effective constitutes acceptance of the revised terms.