Terms of Service

1. Agreement to terms

These Terms of Service ("Terms") govern access to and use of the DealerFlow dealership operations platform (the "Service") provided by Proud Stars Inc. ("Proud Stars," "we," "us"). By creating an account, signing an order form, or using the Service, the dealership entering into this agreement ("Customer," "you") agrees to these Terms. If you are accepting on behalf of an organization, you represent that you have authority to bind that organization.

2. The Service

DealerFlow tracks a vehicle deal from the point of sale through funding and physical delivery, including funding stips and documents, delivery scheduling and readiness, promised items and we-owes, exceptions, and related notifications and reporting.

3. Accounts

• Customer is responsible for the accuracy of information entered into the Service and for maintaining the confidentiality of its users' login credentials.
• Customer is responsible for all activity that occurs under its account, including actions taken by its authorized users.
• Customer will promptly notify us of any unauthorized access or use of its account.

4. Subscription & fees

Fees, billing frequency, and payment terms are as set out in the applicable order form or pilot agreement signed by Customer. Unless stated otherwise, fees are quoted in Canadian dollars, exclusive of applicable taxes, and are non-refundable except as required by law or expressly stated in the order form. We may change our fees on renewal with at least 30 days' notice.

5. Customer data

As between the parties, Customer owns all data it submits to the Service, including deal, customer, and delivery records ("Customer Data"). Customer grants Proud Stars a limited license to host, process, and display Customer Data solely to provide and support the Service. Proud Stars acts as a service provider with respect to personal information contained in Customer Data, consistent with our Privacy Policy. Customer is responsible for ensuring it has the necessary rights and consents to submit personal information (including its own customers' information) to the Service.

6. Acceptable use

Customer will not, and will not permit its users to:

• Use the Service to store or transmit unlawful, infringing, or fraudulent material;
• Attempt to gain unauthorized access to the Service, other tenants' data, or underlying infrastructure;
• Reverse engineer, decompile, or attempt to extract the source code of the Service, except as permitted by law;
• Use the Service to build a competing product; or
• Interfere with or disrupt the integrity or performance of the Service.

7. Availability

We will use commercially reasonable efforts to keep the Service available and to provide advance notice of planned maintenance where practical. The Service is provided on an "as available" basis; any specific uptime commitment applies only if expressly stated in a signed order form or service-level agreement.

8. Intellectual property

Proud Stars and its licensors retain all right, title, and interest in and to the Service, including all software, design, and underlying technology. These Terms grant Customer no rights to our intellectual property except the limited right to use the Service as set out here.

9. Confidentiality

Each party will protect the other's confidential information with at least the same degree of care it uses for its own confidential information of a similar nature, and will use it only as necessary to perform under these Terms.

10. Disclaimer of warranties

Except as expressly stated in these Terms or a signed order form, the Service is provided "as is" without warranties of any kind, whether express, implied, or statutory, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement.

11. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for loss of profits or revenue, arising out of or related to these Terms or the Service. Each party's total liability arising out of or related to these Terms will not exceed the fees paid or payable by Customer to Proud Stars in the 12 months preceding the event giving rise to the claim.

12. Indemnification

Customer will indemnify and hold Proud Stars harmless from third-party claims arising from Customer's misuse of the Service, its violation of these Terms, or its violation of applicable law, including in connection with the personal information it submits to the Service.

13. Term & termination

These Terms remain in effect for as long as Customer has an active subscription. Either party may terminate for the other's uncured material breach on 30 days' written notice. On termination, Customer's right to access the Service ends, and data is handled as described in our Privacy Policy.

14. Governing law

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-law principles. The parties submit to the exclusive jurisdiction of the courts located in Ontario, Canada.

15. Changes to these Terms

We may update these Terms from time to time. We will post the revised Terms here with an updated "Last updated" date and, for material changes, notify Customer's account administrators directly.

16. Contact

Questions about these Terms can be sent to hello@proudstars.com.

Proud Stars Inc.
Ontario, Canada