DLRBoost Dealer Agreement

1. Parties and Acceptance

This Dealer Agreement (“Agreement”) is between DLRBoost LLC, a Colorado limited liability company (“DLRBoost”), and the legal dealership entity identified in an accepted Order Form or checkout (“Dealer”). The individual accepting represents that they have authority to bind Dealer. Acceptance occurs through an authorized electronic acceptance, signed Order Form, or other affirmative agreement. Merely receiving a proposal or invoice does not constitute acceptance.

2. Definitions

“Order Form” means a signed or affirmatively accepted checkout summary or other written commercial agreement specifying Dealer’s subscription and purchased services. “Customer Data” means customer, vehicle, transaction, product, offer, and workflow information processed on Dealer’s behalf. “Dealer Products” means F&I, service, maintenance, protection, and related products sold or fulfilled by Dealer. “Historical Opportunity Activation” means the separately purchased, one-time processing and activation of eligible historical customer opportunities within a selected volume tier. “Ongoing Imports” means routine imports of newly completed transactions during an active subscription using supported methods. “Authorized User” means a person authorized by Dealer to access its account.

3. Description of Services

DLRBoost supplies post-sale customer follow-up and recovery software, not Dealer Products. The single standard subscription includes all supported F&I product campaigns, configured follow-up stages at approximately days 5, 14, 28, 60, 120, and 180, dealer-branded customer offer pages, supported checkout links, recovery and profit reporting, dealership branding, team access, standard support, and supported Ongoing Imports. No Starter/Pro feature-tier distinction applies to new standard subscriptions. Actual campaigns depend on account configuration, eligibility, data quality, and applicable law. Historical Opportunity Activation is optional and separately charged.

4. Order Forms and Document Priority

An accepted Order Form should identify the legal Dealer entity, monthly subscription price, onboarding price, any promotional discount, selected Historical Opportunity Activation tier and fee, initial term, billing-start date, and any negotiated exceptions. If documents conflict, the accepted Order Form controls expressly agreed commercial terms, this Agreement controls Dealer-specific obligations, and the Terms of Service govern remaining platform matters. The Privacy Policy describes data practices and does not change prices. Marketing illustrations and estimated returns are not binding promises.

5. Standard Subscription and Pricing

The standard platform subscription costs $499 per month, billed monthly in advance, unless an accepted Order Form expressly provides a different rate. All subscribing dealerships receive the same core feature set, subject to technical restrictions and agreed configurations. The subscription includes supported Ongoing Imports of newly completed sales; it does not include one-time Historical Opportunity Activation unless the Order Form explicitly states otherwise. The monthly subscription price does not change solely because Dealer purchases or declines a historical activation package.

6. Onboarding and Founding-Dealer Promotion

The standard one-time onboarding fee is $795. DLRBoost may offer eligible founding dealerships a discounted $395 onboarding fee, but the discount applies only if expressly displayed in an accepted Order Form or approved checkout. The standard fee may apply to future dealerships without amending this Agreement. Onboarding covers reasonable account creation, branding, product and user configuration, supported ongoing-import setup, email and payment-workflow testing, and go-live assistance. Historical Opportunity Activation fees are additional to onboarding and subscription fees. The onboarding fee is due as shown at checkout and generally becomes nonrefundable once dealership-specific work begins, except as required by law or expressly agreed otherwise.

7. Optional Historical Opportunity Activation

Dealer may select no historical activation for $0, or purchase one of the following one-time packages in addition to onboarding and subscription fees:

A package is a maximum-volume allowance, not a guarantee of available or contactable opportunities. For pricing and volume, an accepted eligible opportunity means a distinct historical customer/vehicle transaction record that passes DLRBoost’s reasonable validation and deduplication requirements and is accepted into the historical recovery workflow. Uploaded rows, duplicates, incomplete or invalid records, and records excluded before acceptance are not automatically counted as activated opportunities. Dealer will have an opportunity to review the selected package and any material scope change before processing. Records that are later suppressed, unsubscribed, found ineligible for a specific product, or do not convert do not create a refund or replacement entitlement solely for that reason. Additional historical activations require a new purchase or written quote; a custom tier is not charged until separately accepted.

8. Historical Activation Processing and Refunds

Historical activation fees are due before processing begins unless the Order Form states otherwise. DLRBoost may require Dealer to correct files or provide additional data before processing. Fees become nonrefundable once processing work begins, except as required by law or an accepted Order Form. If DLRBoost cannot perform the purchased service due solely to its material technical failure, the parties will work in good faith on a reasonable re-performance, credit, or refund remedy. No refund is owed merely because activated opportunities do not receive messages, respond, purchase, or generate gross profit. DLRBoost does not guarantee that every uploaded record will qualify for activation.

9. Implementation and Dealer Cooperation

Dealer must promptly supply accurate entity and contact information, authorized users, branding, product descriptions and pricing, supported CRM files, import field mappings, necessary lawful-contact instructions, and any Stripe or email-domain setup information. Launch milestones may be adjusted for Dealer or third-party delays. Unless an accepted Order Form expressly states otherwise, billing begins on the agreed billing-start date even if Dealer-caused delays prevent launch. If a material failure attributable solely to DLRBoost prevents launch of the agreed core workflow, Dealer may request a reasonable remediation plan or a remedy expressly stated in the Order Form.

10. Initial Term and Renewal

Unless an accepted Order Form states otherwise, the initial subscription commitment is six months beginning on the stated billing-start date or, if none is stated, the date of successful subscription checkout. Subscription fees are billed monthly in advance, but monthly billing does not shorten the six-month commitment. After the initial term, the subscription automatically renews month-to-month until cancelled in accordance with this Agreement. Any pilot or shortened term must be explicitly agreed in the accepted Order Form.

11. Cancellation and Nonrenewal

Dealer may request cancellation by written email to support@dlrboost.com with at least 30 days’ notice. Cancellation cannot end the initial six-month payment commitment early unless the parties expressly agree otherwise or applicable law requires it. After the initial term, cancellation takes effect at the end of the first monthly billing period ending at least 30 days after DLRBoost receives valid notice, unless an earlier date is confirmed in writing. For example, notice received 10 days before the next renewal ordinarily results in cancellation at the following renewal, not the upcoming renewal. Dealer remains liable for charges accrued through the effective cancellation date. DLRBoost will confirm receipt and the scheduled effective date. Portal cancellation is effective only if that functionality is explicitly enabled and confirmed.

12. Invoices, Payment Authorization, and Taxes

Dealer authorizes the payment processor to charge agreed recurring subscription fees and accepted one-time fees using the selected payment method. Failed payments may result in retries, reasonable notice, suspension, or collection of outstanding amounts as permitted by law. Dealer is responsible for applicable sales, use, or similar taxes, excluding taxes on DLRBoost’s net income. Additional fees require Dealer’s acceptance or a separately authorized purchase. DLRBoost will not automatically charge a historical activation tier that Dealer has not selected and accepted.

13. Refunds and No Guaranteed Return

Except as required by law or expressly agreed in writing, subscription fees are nonrefundable, no partial-month credits are due, and onboarding fees become nonrefundable once work begins. Historical activation refunds are governed by Section 8. Dealer acknowledges that opens, clicks, replies, payments, product approvals, recovered revenue, and gross profit are not guaranteed. Illustrations assuming a 0.25% conversion rate and $1,000 average dealer gross per recovered transaction are hypothetical examples, not forecasts or warranties.

14. Dealer Ownership and Permitted Processing

As between the parties, Dealer retains its rights in Customer Data. Dealer instructs DLRBoost to process Customer Data only as reasonably necessary to provide and secure the Services, execute documented Dealer instructions, provide support, prevent misuse, comply with law, and create appropriately de-identified or aggregated operational information as permitted by applicable law and agreement. DLRBoost will not sell Dealer Customer Data or use it for unrelated third-party targeted advertising. Dealer grants DLRBoost a limited license to use its branding and product content solely to deliver the Services.

15. Privacy Roles and Data Processing

Where applicable privacy law recognizes controller/processor or business/service-provider roles, Dealer generally determines the purposes of processing Dealer Customer Data, and DLRBoost generally processes that data on Dealer’s documented instructions. DLRBoost will maintain appropriate confidentiality commitments, reasonable security measures, and reasonable assistance with privacy requests and compliance. Where required, the parties will execute an appropriate data processing addendum containing jurisdiction-specific terms, including any required subprocessor, audit, and deletion provisions. DLRBoost may process separate business-account and billing data for its own lawful business purposes as described in the Privacy Policy.

16. Subprocessors

Dealer authorizes reasonable use of service providers such as Stripe, SendGrid, Render, Supabase, Google Workspace, and relevant hosting, security, video, and support vendors. DLRBoost will impose legally appropriate protections on subprocessors handling Customer Data. Where applicable law or a signed data processing addendum requires notice of new subprocessors or objection rights, those requirements control. Payment processors may act in separate legal roles for certain payment data under their own terms.

17. Dealer Data and Contacting Responsibilities

Dealer warrants it has the rights, notices, consents, and other lawful authority required to provide and use Customer Data, including historical records, for the requested activities. Dealer is responsible for the legality of customer outreach; accurate products, prices, eligibility and disclosures; required CAN-SPAM and other marketing compliance; honoring suppression, unsubscribe, correction, and deletion requests; and ensuring excluded customers are not reintroduced through later imports. Dealer must not upload unnecessary Social Security numbers, full card numbers, financial account credentials, driver’s-license images, or other sensitive data not requested for the workflow.

18. Dealer Product Decisions and Fulfillment

Dealer alone determines product eligibility, pricing, contract terms, underwriting or administrator requirements, disclosures, approval, contracting, fulfillment, cancellations, refunds, claims, and remittance. DLRBoost is a workflow and software provider, not the seller, issuer, insurer, administrator, or obligor for Dealer Products. A customer selection or payment alone does not necessarily issue a Dealer Product contract. Dealer must provide and retain all required product documents and records.

19. Email Communications

Dealer authorizes configured customer follow-up messages and is responsible for ensuring recipients may lawfully be contacted. Dealer must provide accurate sender information and appropriate promotional opt-out methods and maintain suppression lists. DLRBoost may process email delivery, bounce, unsubscribe, and engagement events as needed to operate the Services. DLRBoost does not guarantee delivery, inbox placement, opens, replies, or conversions. Operational and transactional communications must be distinguished from promotional messages in accordance with applicable law.

20. Payment Processing and Stripe Connect

DLRBoost may use Stripe to bill Dealer for subscription, onboarding, and historical activation fees. Dealer Product payments may be processed through Stripe Connect or another supported third-party processor, subject to the actual checkout configuration and processor agreements. Dealer must complete applicable connected-account onboarding and verification and is responsible for Dealer Product prices, taxes, contracts, refunds, chargebacks, disputes, negative balances, and customer support. DLRBoost may disable payment links when an account is not permitted to process charges. Any reimbursement or offset for a Dealer transaction is limited to amounts actually attributable to Dealer and permitted by the applicable payment arrangements and law. DLRBoost does not intend to store full card numbers collected by hosted checkout.

21. Account Security and Authorized Users

Dealer must protect passwords and access links, use secure devices, restrict access to appropriate personnel, promptly revoke departed employees’ access, and notify DLRBoost of suspected compromise. DLRBoost will maintain reasonable administrative, technical, and organizational safeguards proportionate to the data and risks, including appropriate authentication, access controls, encrypted transmission, logging, and incident response. Neither party guarantees absolute security.

22. Security Incidents

DLRBoost will notify Dealer of a confirmed qualifying security incident affecting Dealer Customer Data without undue delay and in accordance with applicable law and any controlling data processing addendum. DLRBoost will reasonably cooperate and provide available incident details, affected data categories, and mitigation information. The parties’ respective legal notification duties depend on the circumstances and applicable law. Nothing in this Agreement extends a mandatory statutory deadline.

23. Confidentiality

Each party will use the other’s nonpublic confidential information only for the purposes of this Agreement, protect it with at least reasonable care, and disclose it only to persons with a need to know who are subject to suitable duties or as legally required. Confidential information excludes information lawfully public, previously known without restriction, independently developed, or lawfully received from another source. Legally compelled disclosure is permitted subject to applicable notice restrictions.

24. Acceptable Use

Dealer and Authorized Users may not use the Services for unlawful, deceptive, or fraudulent conduct; upload data without rights; misrepresent product terms; send unlawful communications; access other dealers’ information; bypass security controls; distribute malicious code; scrape or overload the platform; or reverse engineer or resell the software except as expressly permitted by law or written agreement. DLRBoost may reasonably suspend access to address security, legal, or payment risks.

25. Intellectual Property

DLRBoost and its licensors own the software, platform, designs, workflows, documentation, and related intellectual property. Subject to payment and compliance, Dealer receives a limited, nonexclusive, nontransferable right to use the Services for its internal operations during the subscription term. Dealer retains its rights in Customer Data, branding, and Dealer Product content. DLRBoost may use feedback to improve the Services without publicly identifying Dealer without permission.

26. Aggregated and De-Identified Information

DLRBoost may create and use information that does not reasonably identify a person or dealership for service security, reliability, analytics, product improvement, and benchmarking, subject to applicable law and contractual restrictions. DLRBoost will not attempt to reidentify information maintained as de-identified except as permitted by law or reasonably necessary to test safeguards.

27. Support and Maintenance

Standard support is available through support@dlrboost.com. Unless an accepted Order Form specifies otherwise, DLRBoost targets an initial response within one business day for standard requests and within four business hours during normal business hours for urgent login, import, or payment-link problems. These are targets, not guaranteed service levels. DLRBoost may conduct planned or emergency maintenance using commercially reasonable efforts to minimize material disruption.

28. Service Availability and Third Parties

The Services depend on hosting, CRM reports, email, payment, network, database, storage, and other third-party systems. DLRBoost does not guarantee uninterrupted or error-free operation or third-party availability. DLRBoost will use commercially reasonable efforts to address problems within its control and provide a reasonable substitute or remedy if it materially reduces paid core functionality during a committed term.

29. Export, Retention, and Deletion

Dealer may request a reasonable export of available Customer Data in a commonly used format during an active subscription. After termination, DLRBoost may disable access and will follow applicable legal requirements and any agreed offboarding schedule for export and deletion of active Customer Data. Information may be retained where reasonably necessary for legal, security, fraud, tax, payment, audit, or dispute purposes; residual backups may expire under established backup cycles. Dealer is responsible for retaining its product contracts and legally required customer records. Specific export and deletion deadlines should be documented in an applicable data processing addendum or operational schedule that reflects actual system capabilities.

30. Legal Compliance

Each party will comply with laws applicable to its own performance. Dealer remains responsible for automotive retail, insurance and service-contract requirements, customer communications, privacy notices and lawful use of historical records, product advertising, disclosures, taxes, cancellations, and customer support. DLRBoost does not provide legal, tax, accounting, insurance, or regulatory advice.

31. Representations and Warranty Disclaimer

Each party represents it is duly authorized to enter this Agreement. Dealer represents it has the required rights and permissions to supply Customer Data and direct the requested processing. EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND DLRBOOST DISCLAIMS IMPLIED WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY LAW, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND GUARANTEED BUSINESS RESULTS.

32. Indemnification

Dealer will defend and indemnify DLRBoost against third-party claims to the extent arising from Dealer Products, Dealer-supplied data or unlawful instructions, misleading Dealer communications, Dealer’s breach, or Dealer’s negligence, fraud, or willful misconduct, except to the extent caused by DLRBoost’s own wrongful acts. DLRBoost will defend Dealer against third-party claims that authorized use of unmodified DLRBoost software infringes a U.S. copyright, trademark, or patent, excluding Dealer content, unauthorized modifications, and third-party services. The indemnified party must give prompt notice, reasonable cooperation, and defense control, subject to consent for settlements imposing admissions or nonmonetary obligations. This section should be reviewed by counsel for enforceability and appropriate allocation of risk.

33. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR LOST PROFITS, REVENUE, GOODWILL, OR BUSINESS OPPORTUNITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, DLRBOOST’S TOTAL AGGREGATE LIABILITY ARISING FROM THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY DEALER DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. This cap does not limit Dealer’s payment obligations, fraud, willful misconduct, or liability that cannot legally be limited. The treatment of confidentiality, data-security, and indemnity claims may require a separate negotiated allocation of risk in an accepted Order Form or data processing addendum.

34. Insurance

Each party is responsible for evaluating and maintaining insurance reasonably appropriate to its business and contractual risks. Nothing in this Agreement represents that a particular insurance policy or coverage limit is currently maintained unless separately confirmed in writing.

35. Publicity

DLRBoost will not publicly identify Dealer as a customer, pilot, founding dealership, endorsement, or case study or use Dealer’s logo for promotional purposes without Dealer’s permission. Operational use of Dealer branding within its account and customer offer pages is permitted to provide the Services.

36. Suspension and Termination for Cause

DLRBoost may suspend access for overdue payment, unlawful conduct, material breach, suspected fraud, or material security risk, with advance notice and an opportunity to cure where reasonably practicable. Immediate suspension is permitted when necessary to protect users, data, payments, or the Services. Termination does not waive accrued fees or other surviving obligations. Any statutory or expressly agreed termination remedies remain available.

37. Governing Law and Disputes

Colorado law governs this Agreement without regard to conflicts rules. Subject to mandatory applicable law and any agreed dispute procedure, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in Colorado.

38. Notices

Notices to DLRBoost, including cancellation notices, must be emailed to support@dlrboost.com. Notices to Dealer may be sent to the authorized account administrator or billing contact email on file. Dealer is responsible for maintaining a current contact address. A notice is effective when received, subject to applicable law and any different rule expressly stated in an accepted Order Form.

39. Changes to this Agreement

DLRBoost may update this Agreement prospectively to reflect legal, security, operational, or service changes, with reasonable notice of material changes. No unilateral change will retroactively increase agreed fees or alter a signed initial-term commitment. Material changes that require affirmative consent under applicable law will not take effect without it. An accepted Order Form controls its negotiated terms.

40. General Provisions

This Agreement, accepted Order Forms, applicable Terms of Service, and incorporated data processing documents constitute the parties’ agreement on the Services; the Privacy Policy describes privacy practices. The parties are independent contractors. Dealer may not assign this Agreement without written consent except in connection with a qualifying business transfer; DLRBoost may assign it in connection with a business sale or reorganization subject to applicable law. Failure to enforce is not a waiver. Unenforceable terms will be limited to the minimum necessary. Electronic acceptance is effective. Payment, confidentiality, intellectual property, data handling, indemnification, liability, and dispute provisions survive as appropriate.

41. Contact and Dealer Acknowledgment

For questions, contact support@dlrboost.com. By signing an Order Form or affirmatively accepting at checkout, Dealer confirms that its authorized representative has reviewed and accepted this Agreement, the stated monthly subscription commitment, onboarding charge, and any separately selected historical activation fee.