Terms of Use

MyDealXP

Effective Date: [INSERT DATE BEFORE PUBLISHING]

These Terms of Use ("Terms") are a binding agreement between you and Advanced Auto Dealers, Inc., a Nebraska corporation ("Advanced Auto Dealers," "MyDealXP," "we," "us," or "our"). These Terms govern your access to and use of the MyDealXP mobile application, websites, software, features, communications, and related services (collectively, the "Services").

PLEASE READ THESE TERMS CAREFULLY. BY CREATING AN ACCOUNT, CLICKING TO ACCEPT, PURCHASING A SUBSCRIPTION, OR ACCESSING OR USING THE SERVICES, YOU AGREE TO THESE TERMS AND ACKNOWLEDGE OUR PRIVACY POLICY. IF YOU DO NOT AGREE, DO NOT USE THE SERVICES.

1. Eligibility and authority

You must be at least 18 years old and legally capable of entering into a binding contract to use the Services. By using the Services, you represent and warrant that you meet these requirements.

If you use the Services for or on behalf of a dealership, employer, business, or other organization, you represent that you have authority to bind that organization to these Terms. In that case, "you" includes both you and the organization, except where the context requires otherwise. Separate organization, dealer-sponsored, or enterprise terms may apply to certain accounts and will control if they expressly conflict with these Terms.

2. The MyDealXP platform

MyDealXP provides tools that help users connect, communicate, share information and opportunities, exchange messages and media, manage relationship-related details, and use other features we may offer. Features may differ based on account type, role, subscription status, invitation status, organization access, device, location, or release stage.

MyDealXP is a communications and information-sharing technology platform only. Unless we expressly agree otherwise in a separate written contract, Advanced Auto Dealers:

• is not a buyer, seller, motor vehicle dealer, broker, agent, auctioneer, lender, loan broker, insurer, escrow provider, title service, or party to any vehicle or other transaction between users;

• does not own, inspect, price, certify, warrant, finance, insure, deliver, or transfer title to vehicles or other property described through the Services;

• does not guarantee any user's identity, authority, licensing, employment, inventory, statements, offers, conduct, creditworthiness, or performance; and

• does not provide legal, tax, financial, credit, insurance, mechanical, safety, valuation, or professional advice.

You are solely responsible for evaluating other users, verifying information, obtaining appropriate inspections and records, complying with applicable laws, and deciding whether and how to proceed with any communication or transaction.

3. Accounts and account security

You must provide accurate, current, and complete information and keep it updated. You may not impersonate another person or organization, misrepresent your affiliation or authority, or create an account for someone else without authorization.

You are responsible for safeguarding your credentials and devices and for activity occurring through your account, except to the extent caused by our failure to use reasonable security. Promptly notify us if you suspect unauthorized access. We may require identity, role, employment, licensing, or organization verification and may refuse, limit, suspend, or revoke access when verification is incomplete or unreliable.

Accounts are personal and may not be sold, transferred, shared, or assigned without our written permission. You may not use another person's account or allow another person to use yours in a manner that defeats account, role, subscription, security, or access controls.

4. Connections, invitations, and communications

The Services may allow users to invite, connect with, message, or share content with other users. You are responsible for ensuring you have a lawful basis and any required permission to contact or invite another person, including when using an email address, telephone number, invite link, code, or QR code.

A connection does not create employment, agency, fiduciary, partnership, brokerage, or other legal duties between MyDealXP and any user, or between users. A user's role, relationship label, profile, badge, or organization association is informational and is not a warranty or endorsement by MyDealXP.

You control the content you send and the people with whom you share it, subject to available settings and feature behavior. Recipients may save, copy, forward, photograph, or otherwise use information they receive. Do not send information you are not authorized or willing to share.

5. User content

"User Content" means messages, text, profile information, listings, deal information, photos, videos, documents, notes, feedback, and other material that you submit, upload, transmit, or make available through the Services.

You retain ownership of your User Content. You grant Advanced Auto Dealers a worldwide, nonexclusive, royalty-free license to host, store, reproduce, process, transmit, display, format, adapt, and otherwise use User Content only as reasonably necessary to operate, secure, support, improve, and provide the Services; comply with law; enforce these Terms; and honor your sharing choices. This license lasts for as long as necessary for those purposes, including reasonable backup, legal, safety, and record-retention periods.

You represent and warrant that you own or have all rights, permissions, and lawful bases needed to submit and use your User Content as contemplated by the Services and these Terms, and that your User Content does not violate law or another person's rights. You are responsible for the accuracy, legality, and consequences of your User Content.

We do not claim a duty to monitor all User Content. We may review, restrict, preserve, disclose, or remove User Content when we reasonably believe it violates these Terms, poses a risk, infringes rights, is unlawful, or must be handled to operate or protect the Services. Our handling of personal information is described in our Privacy Policy.

6. Acceptable use

You may not use the Services to:

• violate any law, regulation, court order, licensing requirement, contractual duty, or third-party right;

• harass, threaten, stalk, exploit, discriminate against, defame, or harm another person;

• send spam, deceptive solicitations, unlawful marketing, or communications without required consent;

• post or transmit fraudulent, misleading, counterfeit, stolen, infringing, obscene, or unlawful content or offers;

• collect, scrape, harvest, sell, or misuse personal information or User Content, including through automated means;

• probe, scan, disrupt, overload, reverse engineer, bypass, or interfere with the Services or their security, access, billing, rate, or technical controls, except where applicable law expressly permits and cannot be waived;

• introduce malware, harmful code, or content intended to damage, monitor, or gain unauthorized access to systems or data;

• use bots, scripts, crawlers, or automated systems without our written permission;

• use the Services to train, develop, or benchmark a competing product or artificial intelligence model without our written permission; or

• assist, encourage, or attempt any prohibited conduct.

We may investigate suspected violations and cooperate with lawful requests from authorities. Reporting tools are for good-faith safety and policy concerns and may not be used to retaliate against or silence lawful criticism.

7. Vehicle and other user-to-user transactions

All negotiations, representations, inspections, disclosures, financing, payments, taxes, fees, title work, registration, delivery, warranties, returns, and disputes relating to a transaction are solely between the applicable users and service providers. Users are responsible for complying with federal, state, and local laws, including dealer, advertising, consumer-protection, credit, privacy, communications, and motor-vehicle requirements.

Information shown through the Services may be incomplete, outdated, unavailable, or supplied by other users or third parties. Availability, status, price, incentives, terms, and eligibility may change without notice. You should independently verify all material information before relying on it.

8. Subscriptions, billing, cancellation, and refunds

Some features require a paid subscription or other purchase. Before you buy, we will present the price, billing frequency, renewal terms, included features, trial or promotional terms (if any), and other material purchase terms. By purchasing, you authorize us and our payment processor to charge your selected payment method for the disclosed amount and applicable taxes.

Unless disclosed otherwise at purchase, paid subscriptions automatically renew for successive periods of the same length until canceled. We will obtain your affirmative consent to recurring charges. You must keep your billing information current. If payment fails, we may retry the charge and may limit, suspend, or end paid features, including after any stated grace period.

You may cancel at any time using the cancellation method made available in your account or purchase flow, or by contacting us as stated in Section 21. Cancellation stops future renewal charges and takes effect at the end of the then-current paid billing period unless applicable law requires otherwise. You will generally retain access to paid features through that period.

Except where required by law or expressly stated in the purchase terms, fees are nonrefundable and we do not provide prorated refunds or credits for partially used billing periods, unused features, account changes, or early cancellation. We may issue a refund or credit at our discretion, but doing so once does not obligate us to do so again.

We may change subscription prices or features prospectively. We will provide legally required notice before a price change applies to your next renewal and will obtain additional consent when required. Taxes and third-party charges, such as carrier or data charges, may apply.

9. Trials and promotions

Trial and promotional offers may be subject to additional terms and eligibility limits. Unless the offer states otherwise, a trial that requires a payment method may convert to a paid, automatically renewing subscription at the disclosed price when the trial ends unless you cancel before the stated deadline. We may modify, suspend, or withdraw an offer as permitted by law, but will not change material terms retroactively after you accept an offer.

10. Third-party services

The Services may rely on or link to third-party services, including payment processing, hosting, communications, mapping, analytics, identity, app stores, and external websites. Third parties may apply their own terms and privacy policies. We do not control and are not responsible for third-party services, content, availability, security, or practices. Stripe or another disclosed payment processor may process payment information; we do not receive or store complete payment-card numbers except as specifically described in our Privacy Policy.

11. Privacy

Our Privacy Policy explains how we collect, use, disclose, retain, and protect personal information. It is incorporated into these Terms by reference for notice purposes, but a conflict about personal-information practices will be resolved in favor of the Privacy Policy unless applicable law requires otherwise. You are responsible for obtaining any notices or consents required for personal information you provide about another person.

12. Ownership of the Services

The Services, including their software, design, interfaces, text, graphics, logos, trademarks, databases, compilation, and other content supplied by us, are owned by Advanced Auto Dealers or our licensors and are protected by intellectual-property and other laws. Subject to these Terms, we grant you a limited, personal, revocable, nonexclusive, nontransferable, nonsublicensable license to access and use the Services for their intended purposes.

Except for User Content and rights expressly granted here, no rights are transferred to you. You may not copy, modify, distribute, sell, lease, sublicense, publicly display, create derivative works from, or exploit the Services without our written permission, except where applicable law expressly permits and cannot be waived. MyDealXP and associated marks may not be used without our permission.

13. Feedback

If you submit ideas, suggestions, or feedback about the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free, transferable, sublicensable right to use and commercialize that feedback without restriction or compensation. This does not give us ownership of personal information or other User Content merely because it contains feedback.

14. Service changes and availability

We may add, modify, suspend, or discontinue features or the Services. We do not guarantee that the Services will always be available, uninterrupted, secure, error-free, or compatible with every device or network. Maintenance, testing, security events, third-party failures, legal requirements, and events beyond our reasonable control may affect availability. Where reasonably practicable, we will provide notice of material changes that significantly reduce paid functionality.

Beta, alpha, preview, development, or test features may be incomplete, unstable, changed without notice, and subject to additional restrictions. Do not rely on test features for critical, regulated, or irreplaceable information.

15. Suspension and termination

You may stop using the Services at any time and may request account deletion as described in the Services or Privacy Policy. Deleting an app does not automatically cancel a paid subscription.

We may restrict, suspend, or terminate access; remove content; or take other reasonable action if we believe you violated these Terms, failed to pay, created legal or security risk, harmed users or the Services, or if required by law. When appropriate, we may provide notice and an opportunity to correct the issue, but immediate action may be necessary for safety, fraud, security, legal compliance, or serious violations.

Upon termination, your license to use the Services ends. Provisions that by their nature should survive will survive, including provisions concerning ownership, payment obligations, feedback, disclaimers, limitations of liability, indemnity, disputes, and general terms. Account termination may affect access to User Content, subject to our Privacy Policy, legal duties, backup practices, and features that allow other users to retain content they received.

16. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." ADVANCED AUTO DEALERS AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SERVICE PROVIDERS DISCLAIM ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, SECURITY, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT OR GUARANTEE ANY USER, CONNECTION, VEHICLE, OFFER, DEAL, MESSAGE, CONTENT, TRANSACTION, RESULT, RESPONSE, SAVINGS, REVENUE, EMPLOYMENT, LICENSING STATUS, OR BUSINESS OUTCOME. SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTY DISCLAIMERS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

17. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ADVANCED AUTO DEALERS AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; LOST PROFITS, REVENUE, BUSINESS, OPPORTUNITIES, GOODWILL, USE, OR DATA; OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID DIRECTLY TO ADVANCED AUTO DEALERS FOR THE SERVICES DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM OR (B) ONE HUNDRED U.S. DOLLARS (US $100).

THE LIMITATIONS IN THIS SECTION APPLY TO ALL THEORIES OF LIABILITY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THEY DO NOT LIMIT LIABILITY THAT CANNOT LAWFULLY BE LIMITED, INCLUDING LIABILITY TO THE EXTENT CAUSED BY FRAUD, WILLFUL MISCONDUCT, OR OTHER CONDUCT FOR WHICH APPLICABLE LAW PROHIBITS LIMITATION.

18. Indemnification

To the extent permitted by law, you will defend, indemnify, and hold harmless Advanced Auto Dealers and its affiliates, officers, directors, employees, agents, licensors, and service providers from claims, losses, liabilities, damages, judgments, penalties, fines, costs, and reasonable attorneys' fees arising out of or relating to: (a) your User Content; (b) your use or misuse of the Services; (c) your violation of these Terms or law; (d) your infringement or violation of another person's rights; or (e) your communications, offers, transactions, or disputes with another user. We may control the defense of a covered matter, and you will reasonably cooperate. You may not settle a matter imposing liability, admission, or obligation on us without our written consent.

19. Governing law and Nebraska courts

These Terms and any dispute arising out of or relating to these Terms or the Services are governed by the laws of the State of Nebraska, without regard to conflict-of-laws principles, except to the extent federal law applies.

You and Advanced Auto Dealers agree that any lawsuit or court proceeding arising out of or relating to these Terms or the Services must be brought exclusively in the state courts located in Gage County, Nebraska, or, if federal subject-matter jurisdiction exists, the United States District Court for the District of Nebraska. You and Advanced Auto Dealers consent to personal jurisdiction and venue in those courts and waive objections based on inconvenient forum, except where applicable consumer law does not permit this choice.

Before filing a claim, each party agrees to send written notice describing the dispute and requested relief and to make a good-faith effort for at least 30 days to resolve it informally. This requirement does not prevent either party from seeking urgent injunctive or equitable relief or filing in small claims court when eligible, and it does not extend an applicable limitations period unless the law permits.

20. Changes to these Terms

We may update these Terms from time to time. We will post the updated Terms and revise the effective or last-updated date. If changes are material, we will provide additional notice as required by law, such as through the Services or by email. Changes apply prospectively from their effective date. If applicable law requires your consent to a change, we will request it. Your continued use after an update becomes effective constitutes acceptance where permitted by law; otherwise, you must stop using the Services.

21. Notices and contact information

Questions about these Terms, subscription cancellation requests when in-app cancellation is unavailable, and informal dispute notices may be sent to:

Advanced Auto Dealers, Inc.
Attn: MyDealXP Legal
321 N 9th St
Beatrice, NE 68310
Email: privacy@mydealxp.com

Notices to you may be provided through the Services, to the email address or contact information associated with your account, or by other lawful means. You are responsible for keeping your contact information current.

22. General terms

These Terms, the Privacy Policy, purchase disclosures, and any additional terms expressly presented for a feature or account constitute the entire agreement between you and Advanced Auto Dealers concerning the Services and supersede prior or contemporaneous agreements on that subject. If additional terms conflict with these Terms, the additional terms control only for the applicable feature or account.

If any provision is held unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will remain in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our written consent; we may assign them in connection with a merger, acquisition, reorganization, sale of assets, financing, or by operation of law. No third party is a beneficiary of these Terms unless expressly stated. Section headings are for convenience only. The words "including" and "such as" mean "including without limitation."

Neither party is liable for delay or failure caused by events beyond its reasonable control, except that this does not excuse payment obligations already incurred. These Terms may be accepted electronically and retained in electronic form.