DLRBoost Dealer Agreement

1. Parties and Acceptance

This Agreement is entered into between DLRBoost LLC, a Colorado limited liability company (“DLRBoost”), and the dealership, dealer group, automotive retailer, or other business entity identified in an applicable order form, subscription checkout, invoice, pilot agreement, or account registration (“Dealer”).

The person accepting this Agreement for Dealer represents that the person has authority to bind Dealer to this Agreement.

Dealer accepts this Agreement by signing an order form or pilot agreement, completing a DLRBoost subscription checkout, checking an acceptance box, accessing a paid DLRBoost account, or otherwise using the Services after receiving notice of this Agreement.

2. Definitions

3. Services

DLRBoost provides software and workflow tools designed to assist Dealer with post-sale customer follow-up relating to Dealer Products.

Depending on Dealer’s plan and configuration, the Services may include:

• Dealer account, branding, product, user, and workflow configuration.
• Import of dealership customer records through CSV, XLSX, scheduled CRM reports, or approved integrations.
• Product matching and exclusion based on information contained in Dealer-provided reports.
• Customer offer pages and follow-up email campaigns.
• Historical customer-recovery workflows.
• Customer product selections, acknowledgements, and odometer-evidence submission.
• Finance-manager review, approval, and contracting workflow notifications.
• Stripe-hosted or third-party-hosted payment links.
• Dashboard, activity, import, customer, payment, and workflow reporting.

DLRBoost may improve, update, replace, or modify features from time to time, provided that DLRBoost does not materially reduce the core paid functionality during an active committed term without providing a reasonable substitute or remedy.

4. Order Forms and Controlling Terms

Each Order Form may identify:

• Dealer’s selected subscription plan.
• Launch or implementation fees.
• Monthly subscription fees.
• Initial term and renewal terms.
• Included products, users, locations, and imports.
• Historical import window.
• Implementation assumptions.
• Special pilot or founding-dealer terms.

5. Plans, Pricing, and Included Scope

The prices above are standard published prices. Dealer’s actual fees are the fees stated in the applicable Order Form, invoice, written offer, or checkout session.

Any discounted, reduced, or waived setup fee must be approved by DLRBoost in writing or made available through an approved DLRBoost checkout link. A setup-fee discount or waiver does not reduce, waive, or modify Dealer’s monthly subscription fees, initial term, renewal terms, or other payment obligations unless expressly stated in the applicable written offer or Order Form.

Dealer is responsible for applicable sales, use, excise, or similar taxes associated with the Services, excluding taxes based on DLRBoost’s net income.

6. Launch Fees and Implementation

Unless an Order Form states otherwise, the applicable launch or setup fee is due when Dealer accepts the Order Form, completes checkout, receives an invoice, or before DLRBoost begins dealership-specific implementation work.

Launch and implementation work may include:

• Creating and configuring Dealer’s account.
• Adding Dealer branding and contact information.
• Creating Dealer users and finance-manager access.
• Creating Dealer Product records and aliases.
• Assisting with historical customer imports.
• Configuring recurring CRM report delivery.
• Configuring Dealer’s Stripe connected account.
• Testing emails, customer submissions, and payments.
• Providing launch and workflow training.

Launch fees become non-refundable once DLRBoost begins dealership-specific implementation work.

7. Implementation Dependencies and Dealer Delays

Dealer will timely provide all information and cooperation reasonably required to implement the Services, including:

• Accurate Dealer legal and business information.
• Dealer branding, contact information, and logo.
• Authorized-user names and email addresses.
• Dealer Product names, pricing, descriptions, and rules.
• CRM reports and report-field information.
• Historical customer data in an approved format.
• Stripe onboarding, bank, tax, and verification information.
• DNS access if Dealer-domain email authentication is requested.
• Timely testing and approval decisions.

Any launch date, implementation schedule, or service milestone will be extended to account for delays caused by Dealer, Dealer’s vendors, Dealer’s CRM, Dealer’s DNS administrator, incomplete Stripe onboarding, inaccurate data, missing product configuration, or other matters outside DLRBoost’s reasonable control.

Dealer delays do not eliminate fees already earned or implementation work already performed.

8. Subscription Term and Renewal

Dealer’s initial subscription term is the term stated in the applicable Order Form, invoice, written offer, or checkout session.

Unless otherwise stated in an applicable Order Form, invoice, written offer, or checkout session:

• Standard subscriptions have a six-month initial term.
• Subscription fees are billed monthly in advance.
• The monthly billing schedule does not reduce or eliminate Dealer’s payment obligation for the full committed initial term.
• After the initial term, the subscription continues month-to-month until cancelled in accordance with this Agreement.

Dealer’s subscription begins on the billing-start date stated in the applicable Order Form, invoice, written offer, or checkout session. If no separate billing-start date is stated, billing begins when Dealer completes subscription checkout.

Any pilot term, shorter initial term, discounted setup fee, waived setup fee, or other founding-dealer term applies only if expressly approved by DLRBoost in an applicable written offer, Order Form, invoice, or approved checkout link.

9. Cancellation and Non-Renewal

Dealer may cancel renewal by providing at least 30 days’ written notice to support@dlrboost.com , unless an Order Form states a different notice period.

Cancellation during an active committed initial term does not immediately end Dealer’s payment obligation. Dealer remains responsible for all monthly subscription fees owed through the remainder of the committed initial term, even if Dealer stops using the Services before the end of that term.

After the committed initial term, cancellation becomes effective at the end of the then-current monthly billing period that follows the required 30-day written notice period, unless DLRBoost confirms a different effective date in writing.

The Stripe customer billing portal may allow Dealer to update payment methods, view invoices, or manage billing information. Unless DLRBoost expressly enables cancellation through the portal, portal access does not replace the written cancellation notice required by this Agreement.

Cancellation does not relieve Dealer of fees incurred before the effective cancellation date, fees owed through the remainder of a committed initial term, chargebacks, disputes, unpaid invoices, or other amounts owed under this Agreement.

DLRBoost may suspend or terminate access for:

• Failed or overdue payment.
• Material breach of this Agreement.
• Unlawful or unauthorized use.
• Security risk or suspected fraud.
• Misuse of customer information.
• Conduct that threatens the Services or another customer.
• Use that creates material legal or regulatory risk.

When reasonably practicable, DLRBoost will provide Dealer notice and an opportunity to cure before terminating for breach. DLRBoost may suspend immediately when necessary to protect customers, data, payments, the Services, or third parties.

10. Refunds

Except as required by law or expressly stated in an Order Form:

• Launch and setup fees are non-refundable once work begins.
• Monthly subscription fees are non-refundable.
• No credits are issued for partial months.
• No refunds are issued for unused records, users, features, or campaigns.
• No refund is based solely on customer nonresponse or lack of sales.
• No refund is issued because Dealer stops using the Services before the end of a committed initial term.

An Order Form may provide a limited implementation remedy if DLRBoost is unable to launch the agreed workflow solely because of a material DLRBoost technical failure. Any such remedy must be stated expressly in the Order Form.

11. Dealer Ownership of Customer Data

As between Dealer and DLRBoost, Dealer retains its rights in Customer Data.

Dealer authorizes DLRBoost to host, copy, transmit, organize, match, display, analyze, and otherwise process Customer Data only as reasonably necessary to:

• Provide and secure the Services.
• Perform Dealer’s documented instructions.
• Provide support and troubleshoot errors.
• Prevent fraud, misuse, and security incidents.
• Comply with applicable law and legal process.
• Create aggregated or de-identified operational statistics.

DLRBoost will not sell Customer Data as that term is defined by applicable privacy law.

12. Dealer Instructions and Data-Processing Roles

To the extent applicable privacy law distinguishes between a controller or business and a processor or service provider:

• Dealer acts as the controller, business, or party determining the purposes and means of processing Customer Data.
• DLRBoost acts as Dealer’s processor or service provider for Customer Data processed through the Services.

Dealer instructs DLRBoost to process Customer Data for the following purposes:

• Importing and organizing Dealer customer records.
• Matching Dealer Products to eligible customers.
• Sending Dealer-authorized customer communications.
• Displaying Dealer-authorized customer offer pages.
• Receiving customer selections and uploaded evidence.
• Routing workflow notifications to Dealer personnel.
• Creating third-party payment links.
• Maintaining records, logs, and security controls.

DLRBoost will process Customer Data only under Dealer’s documented instructions, this Agreement, and applicable law, unless another use is required by law.

DLRBoost will ensure that personnel authorized to process Customer Data are subject to appropriate confidentiality obligations.

13. Subprocessors and Service Providers

Dealer authorizes DLRBoost to use third-party subprocessors and infrastructure providers as reasonably necessary to provide the Services.

Current or anticipated providers may include:

• Stripe for subscription billing, connected accounts, payment processing, payment links, and payouts.
• SendGrid for customer and account email delivery.
• Render for application hosting and related infrastructure.
• Supabase for database, storage, or related infrastructure.
• Google Workspace for business email and administrative communications.
• Other hosting, security, monitoring, support, analytics, video-hosting, and infrastructure providers reasonably necessary to operate the Services.

DLRBoost may replace a provider with another provider offering substantially similar functionality or safeguards.

DLRBoost will require subprocessors that process Customer Data to protect that data through contractual or other legally appropriate obligations.

14. Dealer Responsibilities

Dealer is solely responsible for:

• Having a lawful basis and all necessary rights, notices, permissions, and authorizations to collect, use, upload, import, disclose, and process Customer Data.
• Determining whether and how customers may lawfully be contacted about Dealer Products.
• Maintaining accurate Dealer, customer, vehicle, transaction, product, and employee information.
• Reviewing imported records and correcting report, mapping, assignment, or product-matching errors.
• Establishing Dealer Product pricing, coverage, eligibility, terms, deductibles, exclusions, disclosures, and descriptions.
• Determining whether each customer and vehicle is eligible for each Dealer Product.
• Reviewing and approving customer submissions before sending payment links.
• Preparing, rating, generating, delivering, and retaining all Dealer Product contracts, disclosures, forms, and e-signature records.
• Complying with automotive, insurance, warranty, lending, privacy, consumer-protection, advertising, tax, email, and other applicable laws.
• Handling Dealer Product claims, administration, cancellations, refunds, chargebacks, complaints, and customer support.
• Honoring unsubscribe, opt-out, deletion, correction, and other legally required customer requests.
• Limiting access to Authorized Users with a legitimate business need.
• Promptly disabling accounts for personnel who no longer require access.

15. Account Security

Dealer is responsible for:

• Protecting usernames, passwords, and access links.
• Using unique passwords and secure devices.
• Preventing unauthorized account sharing.
• Maintaining appropriate employee access controls.
• Promptly reporting suspected unauthorized access.
• Ensuring Authorized Users comply with this Agreement.

Dealer will notify DLRBoost promptly at support@dlrboost.com if Dealer suspects account compromise, unauthorized access, improper disclosure, or misuse of Customer Data.

16. DLRBoost Security Responsibilities

DLRBoost will maintain reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, acquisition, destruction, use, modification, or disclosure.

Such safeguards may include, as appropriate:

• Access controls and authentication.
• Private storage for sensitive uploaded evidence.
• Encrypted network transmission.
• Environment-secret management.
• Logging and monitoring.
• Software updates and vulnerability remediation.
• Backup and recovery controls.
• Vendor and subprocessor oversight.
• Incident-response procedures.

No system, network, or method of storage is guaranteed to be completely secure. DLRBoost does not promise absolute security or uninterrupted operation.

17. Security Incidents

If DLRBoost confirms a security incident involving unauthorized access to Customer Data, DLRBoost will notify Dealer without undue delay after obtaining sufficient information to determine that notification is appropriate.

DLRBoost’s notice may include, to the extent known and legally permitted:

• The nature of the incident.
• The categories of Customer Data involved.
• Known or reasonably anticipated effects.
• Containment and remediation measures.
• Information reasonably needed for Dealer’s response.

Dealer is responsible for determining whether Dealer must notify customers, regulators, law enforcement, product providers, insurers, or other parties. DLRBoost will provide reasonable cooperation with Dealer’s legally required response.

Notification of an incident does not constitute an admission of fault or liability.

18. Confidentiality

Each party may receive non-public business, technical, financial, operational, security, customer, or product information from the other party (“Confidential Information”).

The receiving party will:

• Use Confidential Information only to perform or receive services under this Agreement.
• Protect Confidential Information using at least reasonable care.
• Disclose Confidential Information only to personnel, contractors, advisers, and service providers who need it and are subject to appropriate obligations.
• Not disclose Confidential Information to third parties except as authorized or legally required.

Confidential Information does not include information that the receiving party can demonstrate:

• Is or becomes public through no breach.
• Was lawfully known without restriction.
• Was received lawfully from another source.
• Was independently developed without use of the confidential information.

19. Email Delivery and Customer Communications

Customer and account emails may be delivered using SendGrid or another email provider.

Dealer authorizes DLRBoost to send communications configured or approved by Dealer through the Services.

Dealer is responsible for:

• Determining which customers may lawfully be contacted.
• Ensuring sender information and message content are accurate.
• Providing legally required disclosures and contact information.
• Maintaining and honoring suppression and unsubscribe requests.
• Distinguishing promotional communications from transactional communications.

DLRBoost does not guarantee delivery, inbox placement, opens, clicks, responses, customer engagement, or conversion.

20. Payment Processing and Stripe Connect

DLRBoost may use Stripe or another third-party payment processor for subscription billing, connected accounts, Dealer Product payment links, and related payment services.

Dealer subscription fees, launch fees, and other amounts owed to DLRBoost may be processed through DLRBoost’s payment account.

Customer payments for Dealer Products may be processed using Stripe Connect and routed to Dealer’s connected Stripe account.

Dealer is responsible for:

• Creating and maintaining its connected payment account.
• Providing accurate legal, tax, banking, ownership, and representative information.
• Completing verification and underwriting requirements.
• Maintaining charges-enabled and payouts-enabled status.
• Reviewing payment and payout activity.
• Dealer Product pricing, fulfillment, contracts, taxes, refunds, and customer support.
• Disputes, reversals, refunds, chargebacks, reserves, holds, and negative balances.

DLRBoost may prevent or disable checkout links when Dealer’s connected account is not ready, verified, charges-enabled, payouts-enabled, or otherwise permitted to process the applicable transaction.

DLRBoost does not store full payment-card numbers when payment information is collected through a Stripe-hosted checkout page.

DLRBoost is not responsible for payment-processor outages, holds, reserves, account restrictions, underwriting decisions, verification delays, payout timing, or other processor actions outside DLRBoost’s reasonable control.

To the extent a refund, dispute, reversal, chargeback, or processor adjustment creates liability for DLRBoost relating to a Dealer transaction, Dealer authorizes DLRBoost to reverse an associated transfer, offset amounts otherwise payable, or require Dealer to reimburse DLRBoost.

21. Dealer Product Contracts and Fulfillment

A customer’s use of an offer page, selection of a Dealer Product, submission of odometer evidence, or completion of a payment does not by itself create, issue, or finalize a Dealer Product contract unless applicable law and Dealer’s product documents expressly provide otherwise.

Dealer is responsible for:

• Final product eligibility and approval.
• Accurate product rating.
• Contract preparation and execution.
• Required customer disclosures.
• Remittance to administrators or product providers.
• Contract storage and record retention.
• Claims, cancellations, refunds, and product service.

22. Acceptable Use

Dealer and Authorized Users will not:

• Use the Services for unlawful, deceptive, or fraudulent activity.
• Upload data Dealer lacks authority to process.
• Misrepresent Dealer Products, pricing, eligibility, or coverage.
• Send communications in violation of applicable law.
• Attempt to access another dealership’s account or data.
• Probe, scan, disrupt, overload, or circumvent security controls.
• Upload malware, harmful code, or prohibited content.
• Reverse engineer, copy, resell, or commercially exploit the Services except as authorized.
• Use automated scraping or extraction tools without written permission.

23. Intellectual Property

DLRBoost and its licensors retain all rights in the Services, software, source code, design, documentation, workflows, templates, trademarks, branding, inventions, and related intellectual property.

Subject to Dealer’s payment and compliance with this Agreement, DLRBoost grants Dealer a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term to use the Services for Dealer’s internal business operations.

Dealer grants DLRBoost a limited license to use Dealer’s name, logo, product content, and Customer Data solely to provide the Services.

If Dealer provides suggestions or feedback, Dealer permits DLRBoost to use that feedback without restriction or payment, provided DLRBoost does not publicly identify Dealer without permission.

24. Aggregated and De-Identified Information

DLRBoost may create and use aggregated or de-identified information that does not reasonably identify Dealer or an individual customer for security, analytics, service improvement, benchmarking, and business operations.

DLRBoost will not attempt to re-identify information that has been treated as de-identified except as reasonably necessary to test de-identification methods or as permitted by law.

25. Support and Maintenance

Standard support is available at: support@dlrboost.com .

Unless an Order Form states otherwise:

• Standard requests have a target initial response time of one business day.
• Urgent login, import, or payment-link issues have a target initial response time of four business hours during normal business hours.
• Response times are targets and not guaranteed service levels.

DLRBoost may perform scheduled or emergency maintenance. DLRBoost will use commercially reasonable efforts to reduce material disruption.

26. Availability and Third-Party Dependencies

The Services depend on third-party networks, hosting, email, payment, database, storage, CRM, DNS, and other systems.

DLRBoost does not guarantee uninterrupted or error-free availability and is not responsible for downtime or errors caused by:

• Dealer’s systems, devices, internet, or personnel.
• Dealer’s CRM or report configuration.
• Stripe, SendGrid, Render, Supabase, DNS, email, or other providers.
• Internet or telecommunications failures.
• Events outside DLRBoost’s reasonable control.

27. No Guarantee of Results

DLRBoost provides tools and workflows but does not guarantee:

• Recovered revenue or gross profit.
• Any particular number of Dealer Product sales.
• Customer opens, clicks, selections, or responses.
• Customer eligibility or product approval.
• Payment completion.
• Email delivery or inbox placement.
• Employee participation or follow-through.
• Any particular financial or operational result.

28. Data Export, Retention, and Deletion

During an active subscription, Dealer may request a reasonable export of available Customer Data in a commonly used format, subject to technical limitations.

Following termination:

• DLRBoost may disable Dealer access on the effective termination date.
• Dealer should request any desired export before termination or promptly afterward.
• DLRBoost may delete active Customer Data after a commercially reasonable offboarding period.
• Residual copies may remain temporarily in backups until overwritten through normal backup cycles.
• DLRBoost may retain information required for legal, security, fraud-prevention, accounting, tax, dispute, payment, audit, or enforcement purposes.

Dealer remains responsible for retaining product contracts, customer disclosures, payment records, regulatory records, and other documents Dealer is legally required to maintain.

29. Legal Compliance

Each party will comply with laws applicable to its performance under this Agreement.

Dealer is responsible for laws and regulations applicable to Dealer’s:

• Automotive sales and finance operations.
• Dealer Product offerings.
• Customer communications.
• Customer-data collection and use.
• Contracts and disclosures.
• Taxes, refunds, cancellations, and claims.
• Consumer privacy requests.

DLRBoost does not provide legal, tax, accounting, insurance, regulatory, or compliance advice.

30. Representations and Warranties

Each party represents that:

• It is validly organized and authorized to enter this Agreement.
• Its performance will not knowingly violate another binding agreement.
• It will comply with applicable law in performing its obligations.

Dealer additionally represents that it has all rights and permissions necessary for DLRBoost to process Customer Data under Dealer’s instructions.

31. Disclaimer of Warranties

Except as expressly stated in this Agreement, the Services are provided “as is” and “as available.”

To the maximum extent permitted by law, DLRBoost disclaims all implied warranties, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, uninterrupted operation, and results.

32. Indemnification

32.1 Dealer Indemnification

Dealer will defend, indemnify, and hold harmless DLRBoost, its affiliates, and their officers, employees, and agents from third-party claims, damages, penalties, losses, and reasonable legal fees arising from:

• Dealer Products or Dealer’s sale, description, administration, or fulfillment of them.
• Dealer’s contracts, disclosures, advertising, or customer representations.
• Dealer’s Customer Data or instructions.
• Dealer’s unlawful customer communications.
• Dealer’s violation of privacy, automotive, consumer-protection, or other law.
• Dealer’s negligence, fraud, or willful misconduct.
• Dealer’s breach of this Agreement.

32.2 DLRBoost Indemnification

DLRBoost will defend and indemnify Dealer from a third-party claim that Dealer’s authorized use of the unmodified DLRBoost software infringes a United States patent, copyright, or trademark, excluding claims caused by Dealer Data, Dealer Products, third-party services, unauthorized modifications, or use contrary to this Agreement.

32.3 Procedure

The indemnified party will provide prompt notice, reasonable cooperation, and control of the defense to the indemnifying party. No settlement may impose liability, an admission, or a non-monetary obligation on the indemnified party without its consent.

33. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost goodwill, lost opportunity, or business interruption, even if advised that such damages were possible.

To the maximum extent permitted by law, DLRBoost’s total aggregate liability arising out of or relating to the Services or this Agreement will not exceed the fees paid or payable by Dealer to DLRBoost during the six months immediately preceding the event giving rise to the claim.

The limitations in this section do not limit:

• Dealer’s payment obligations.
• Either party’s indemnification obligations, to the extent prohibited from limitation by law.
• Liability for fraud or willful misconduct.
• Liability that cannot lawfully be limited.

34. Insurance

Each party will maintain insurance reasonably appropriate to its business and obligations.

Dealer is responsible for maintaining insurance appropriate to its automotive, payment, customer-data, product, cyber, and consumer-facing operations.

35. Publicity

DLRBoost will not publicly use Dealer’s name or logo as a customer endorsement or case study without Dealer’s permission.

Dealer may permit DLRBoost to identify Dealer as a pilot, founding, or customer dealership through a separate written approval.

36. Governing Law and Venue

This Agreement is governed by the laws of the State of Colorado, without regard to conflict-of-law rules.

The parties consent to exclusive jurisdiction and venue in the state or federal courts located in Colorado for disputes arising from this Agreement, unless an Order Form states otherwise.

37. Notices

Notices to DLRBoost must be sent to:

DLRBoost LLC
Email: support@dlrboost.com

Notices to Dealer may be sent to the administrative, billing, or contact email associated with Dealer’s account.

Routine support requests, cancellation notices, and operational communications may be delivered by email.

38. Changes to This Agreement

DLRBoost may update this Agreement to reflect legal, security, operational, or service changes.

For material changes, DLRBoost will provide reasonable notice through email, the Services, or the website.

Unless immediate changes are required by law, security, or third-party requirements, material changes will apply prospectively.

A separately signed Order Form or agreement continues to control its specific negotiated terms.

39. General Terms

• Entire Agreement: This Agreement, applicable Order Forms, the Privacy Policy, and incorporated policies constitute the agreement between the parties concerning the Services.
• Assignment: Dealer may not assign this Agreement without DLRBoost’s written consent, except in connection with a merger, reorganization, or sale of substantially all relevant assets. DLRBoost may assign this Agreement in connection with a merger, financing, reorganization, sale, or transfer of its business or assets.
• Independent Contractors: The parties are independent contractors. This Agreement does not create a partnership, franchise, agency, fiduciary, employment, or joint venture.
• No Third-Party Beneficiaries: This Agreement does not create rights for third parties.
• Force Majeure: Neither party is liable for delay caused by events beyond its reasonable control, excluding payment obligations.
• Waiver: Failure to enforce a provision is not a waiver.
• Severability: If a provision is unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions will remain effective.
• Electronic Acceptance: Electronic signatures, online checkout, and electronic acceptance have the same effect as an original signature.
• Survival: Payment, confidentiality, data, intellectual-property, indemnity, liability, dispute, and other provisions intended by their nature to survive will survive termination.

40. Contact

Questions about this Agreement may be sent to:

support@dlrboost.com