Dealer Terms of Service

1. Agreement, Acceptance, and Order of Precedence

1.1 These Instant Car Bid Dealer Terms of Service (this "Agreement") are a binding agreement between ICB Tech Solutions LLC, a Texas limited liability company ("ICB Tech"), and the dealership, dealer group, or other business that registers for, is onboarded to, or uses the Service ("Subscriber" or "Dealer"). You accept this Agreement by checking an acceptance box, signing an onboarding or order form that references it, paying any fee, or using the Service.

1.2 The individual accepting this Agreement represents that he or she is at least 18 years old and authorized to bind Subscriber. Electronic acceptance (including a typed name) is Subscriber's signature under the federal E-SIGN Act and the Texas Uniform Electronic Transactions Act, and ICB Tech's record of that acceptance, including date, time, name, IP address, and version, is admissible evidence of it.

1.3 Order of precedence. If ICB Tech and Subscriber sign a separate written agreement relating to the Service (such as a master subscription agreement or data processing agreement) (a "Separate Written Agreement"), it controls over this Agreement to the extent of any conflict. An onboarding form, quote, or order form (an "Order Form") controls only as to pricing, products, term, and scope.

2. The Service

2.1 The Service. "Service" means Instant Car Bid: the consumer vehicle-offer websites, lead-intake and appraisal tools, dealer portal, notifications, text-messaging features operated on Dealer's behalf, and related data, software, and support.

2.2 Technology provider only. ICB Tech provides technology that connects consumers who want to sell a vehicle with participating dealers. ICB Tech is not a dealer, broker, agent, or party to any vehicle transaction, does not purchase vehicles, and does not make, guarantee, or fund offers, payoffs, or payments. Every offer, inspection, purchase, title transfer, payoff, and payment is made by and is the sole responsibility of Dealer.

2.3 No lead guarantee. ICB Tech does not guarantee the number, quality, accuracy, conversion, or exclusivity of leads, appointments, or transactions. Information submitted by consumers is provided as received and is not verified by ICB Tech. Leads are non-exclusive unless an Order Form states otherwise.

2.4 Changes and beta features. ICB Tech may modify, add, or remove features, provided it will not materially reduce the core functionality of the Service during a paid term. Features labeled beta, pilot, or preview are provided as is, without warranty or support commitment.

3. Accounts, Security, and Authorized Users

3.1 Subscriber will provide accurate information and keep it current. Each login is personal to one individual and may not be shared. Subscriber is responsible for all activity under its accounts and for the acts and omissions of its employees, contractors, and agents who use the Service ("Authorized Users") as if they were its own.

3.2 The Service may require multi-factor authentication. Users may not share verification codes or attempt to bypass any authentication or access control. Subscriber must promptly remove access for anyone who leaves its organization and must notify ICB Tech at [email protected] of any suspected unauthorized access.

4. Subscriber Responsibilities

4.1 Subscriber represents and warrants that it holds, and will maintain, every license, bond, registration, and permit required to conduct its business, including any state motor vehicle dealer license required to purchase vehicles from consumers, and that it will use the Service only in compliance with all applicable laws, including consumer-protection, advertising, privacy, anti-discrimination, and telemarketing laws.

4.2 Consumer program terms. For every consumer lead Dealer accepts, contacts, or bids on, Dealer agrees to honor the consumer-facing program terms published at https://instantcarbid.com/terms as they apply to Dealer's transactions, including offer, inspection, payoff-timing, and any price-match commitments, and to perform all title, registration, lien-payoff, and tax obligations. Dealer is solely responsible for any offer it makes and for any difference between a preliminary estimate and its final offer.

4.3 Use of consumer information. Dealer will use consumer information delivered through the Service only to evaluate, communicate about, and complete the consumer's requested vehicle transaction, will not sell, share, or resell it, and will protect it with reasonable safeguards.

4.4 Dealer content. Dealer is responsible for its name, logos, offer language, disclosures, privacy-policy and terms links, and any other content it provides for use in the Service, and represents that ICB Tech's use of them as directed by Dealer will not infringe any third-party right.

5. Fees, Payment, and Cancellation

5.1 Fees are stated in the Order Form, are due in advance (unless the Order Form states otherwise), and exclude taxes, which Subscriber will pay (other than taxes on ICB Tech's income). Subscriber authorizes ICB Tech to charge its designated payment method. Paid subscriptions renew automatically for the same period unless cancelled before renewal.

5.2 ICB Tech may change pricing on at least thirty (30) days' notice, effective at the next renewal.

5.3 Subscriber may cancel at any time by notice to [email protected]; access continues through the end of the paid billing period. EXCEPT AS EXPRESSLY PROVIDED IN SECTIONS 14, 17.4, AND 19.3, FEES ARE NON-REFUNDABLE, and there are no refunds or credits for partial periods, non-use, or cancellation by Subscriber.

5.4 ICB Tech may suspend the Service for non-payment. Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum rate allowed by law, and Subscriber will pay reasonable collection costs.

6. License, Restrictions, and Intellectual Property

6.1 Subject to this Agreement, ICB Tech grants Subscriber a limited, non-exclusive, non-transferable, non-sublicensable, revocable license for its Authorized Users to access and use the Service for Subscriber's internal business purposes during the term.

6.2 Subscriber shall not: (a) copy, modify, resell, sublicense, or provide the Service to any third party; (b) reverse engineer or attempt to derive the source code, data, models, algorithms, or methods of the Service; (c) use bots, scrapers, or automation to access the Service except through an API licensed to it; (d) use the Service or its output to build or improve a competing product; (e) probe or test the Service's security without written permission; or (f) use the Service for any unlawful purpose.

6.3 The Service, all software, models, algorithms, designs, documentation, output (other than Customer Data), Aggregated Data, and all improvements are owned by ICB Tech or its licensors. "ICB Tech Solutions," "Instant Car Bid," and ICB Tech's other product names and logos are its trademarks. ICB Tech may use any feedback without obligation.

7. Artificial Intelligence and Automated Outputs

7.1 Certain features of the Service use statistical models, machine learning, or generative artificial intelligence ("AI Features"), including features that estimate values or price ranges, select comparable vehicles, summarize information, or draft text.

7.2 Output of AI Features is probabilistic. It may be incomplete, inaccurate, out of date, or inconsistent between similar inputs, and it is Generated Content subject to Section 13. AI Features do not provide appraisals, legal, tax, credit, or financial advice.

7.3 You are solely responsible for reviewing Generated Content before relying on it, and for every price, offer, appraisal, representation, advertisement, or message that you or your Authorized Users make to any customer or other third party, whether or not it was suggested, drafted, or calculated by the Service. ICB Tech does not make offers, set prices, or communicate with your customers on your behalf unless a Separate Written Agreement expressly provides otherwise.

7.4 You will not use the Service as the sole basis for any decision that produces legal or similarly significant effects on a consumer, including decisions about credit or financing eligibility, without meaningful human review, and you will comply with all laws that apply to automated decision-making.

8. Support, Maintenance, Onboarding, and Acceptance

8.1 Support. ICB Tech provides support by email at [email protected] from 8:00 a.m. to 6:00 p.m. Central Time, Monday through Friday, excluding U.S. federal holidays. ICB Tech will use commercially reasonable efforts to respond to critical issues (the Service is unavailable to all of Subscriber's users, or a suspected security incident) within four (4) business hours and to all other issues within one (1) business day. Response times are targets, not guarantees, and missing a target is not a breach of this Agreement.

8.2 Maintenance and changes. ICB Tech may maintain, update, and improve the Service, including by adding, modifying, or removing features, provided that ICB Tech will not materially reduce the core functionality of Subscriber's license during a paid term.

8.3 Onboarding and acceptance. ICB Tech will confirm to Subscriber when its account and configuration are live. Subscriber will notify ICB Tech in writing, within ten (10) days after its account is activated ("Go-Live"), of any material failure of the Service to conform to the Order Form. If Subscriber does not do so, the Service is deemed accepted. ICB Tech's sole obligation for a timely reported non-conformity is set out in Section 14.

8.4 Subscriber responsibilities. Subscriber is responsible for providing accurate information, reasonable cooperation, supported browsers and devices, and its own internet access, and for the acts of its Authorized Users.

9. Customer Data, Data Protection, and Security

9.1 Customer Data. "Customer Data" means data that Subscriber or its Authorized Users submit to the Service, including any information relating to an identified or identifiable individual ("Personal Data"). As between the parties, Subscriber owns Customer Data. Subscriber grants ICB Tech a non-exclusive license to host, copy, process, transmit, and display Customer Data as needed to provide, secure, support, and improve the Service and as otherwise permitted by this Agreement.

9.2 Aggregated Data. ICB Tech may create de-identified and aggregated data derived from Customer Data and from use of the Service ("Aggregated Data"). ICB Tech owns Aggregated Data and may use it for any lawful purpose, provided that Aggregated Data does not identify Subscriber or any individual.

9.3 Service-provider role. To the extent Customer Data contains Personal Data of consumers, ICB Tech processes it as Subscriber's service provider (processor) on Subscriber's instructions, which are this Agreement and Subscriber's use of the Service. ICB Tech will not sell that Personal Data or use it for targeted advertising, and will not retain, use, or disclose it outside the direct business relationship with Subscriber except as permitted by applicable law. Where Subscriber is a "financial institution" under the Gramm-Leach-Bliley Act, ICB Tech maintains safeguards consistent with those the FTC Safeguards Rule (16 C.F.R. Part 314) requires of service providers.

9.4 Security. ICB Tech maintains a written information security program with administrative, technical, and physical safeguards appropriate to the nature of the data, including encryption in transit, role-based access controls, multi-factor authentication for administrative access, audit logging, malware protection, and backups. ICB Tech may update its safeguards from time to time, provided the overall level of protection is not materially reduced. No system is completely secure, and ICB Tech does not warrant that the Service is free of vulnerabilities.

9.5 Subprocessors. Subscriber authorizes ICB Tech to engage third-party subprocessors (for example, hosting, communications, email, payment, artificial-intelligence, and backup providers) to process Customer Data, provided each is bound by written data-protection obligations appropriate to its services. A current list is available on request to [email protected]. ICB Tech remains responsible for its subprocessors' performance to the same extent it would be for its own, subject to Section 15.

9.6 Security incidents. ICB Tech will notify Subscriber without undue delay, and in any event within seventy-two (72) hours, after confirming unauthorized access to or acquisition of Subscriber's Personal Data in ICB Tech's systems (a "Security Incident"), and will provide the information reasonably available to it and reasonable cooperation. ICB Tech's notification of or response to a Security Incident is not an admission of fault or liability.

9.7 Subscriber responsibilities. Subscriber is responsible for (a) having all notices, consents, and lawful bases required to submit Customer Data and to have ICB Tech process it; (b) the security of its own devices, networks, credentials, and Authorized User accounts; and (c) not submitting Social Security numbers, driver's license or government identification numbers, payment card numbers, financial account numbers, or health information unless the Service is expressly designed to collect them ("Prohibited Data"). ICB Tech has no liability for Prohibited Data submitted in breach of this Section.

9.8 Data processing agreement. If Subscriber requires a data processing agreement, ICB Tech's data processing agreement, once signed by both parties, is incorporated into this Agreement and controls as to the processing of Personal Data.

9.9 Retention. ICB Tech retains Customer Data in accordance with Section 17 and its data retention schedule. Copies in backups are deleted in the ordinary course of backup rotation.

10. Communications Consent, SMS, and Consumer-Contact Compliance

10.1 Messages to you. By providing your mobile phone number, you consent to receive SMS text messages from ICB Tech Solutions at that number, including one-time verification and sign-in passcodes, security alerts, and account notifications. Message frequency varies with your account activity. Message and data rates may apply. Reply STOP to opt out or HELP for help. Opting out of verification messages may prevent you from signing in. Consent to marketing messages is not a condition of purchase. You also consent to receive account, security, service, and transactional communications by email and telephone.

10.2 Messages you send to consumers. If you use any feature of the Service to contact a consumer or other third party, including by sharing an evaluation, sending a link, or sending a text message, email, or call, you are the sender and initiator of that communication. You are solely responsible for complying with the Telephone Consumer Protection Act, the Telemarketing Sales Rule, the CAN-SPAM Act, state telemarketing and "mini-TCPA" laws, do-not-call rules, and carrier and messaging-registration requirements, including obtaining and keeping records of any required prior express (written) consent and honoring opt-out requests.

10.3 Messaging on Dealer's behalf. Dealer authorizes ICB Tech to register text-messaging campaigns with mobile carriers and messaging providers on Dealer's behalf and to send messages to consumers who submitted a request through the Service. Dealer is the sender of those messages. Dealer will ensure that its own messages, calls, and follow-up (including any sent outside the Service) comply with the laws in Section 10.2 and with the consent the consumer gave, and will promptly honor opt-out requests it receives.

10.4 ICB Tech may block, throttle, or suspend any message, number, or campaign that it reasonably believes violates law, carrier rules, or this Agreement, and doing so is not a breach of this Agreement.

10.5 Electronic signature and records. You agree that clicking "I Agree" (together with typing your name, where requested) is your electronic signature and has the same legal effect as a handwritten signature, and that this Agreement and all notices and records relating to it may be provided and kept electronically. ICB Tech keeps a permanent record of your acceptance, including the date and time, the version of this Agreement, your name and email address, and technical information such as your IP address and browser user agent.

11. Confidentiality

11.1 "Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential. ICB Tech's Confidential Information includes the non-public aspects of the Service, its software, algorithms, valuation methods, data sources, pricing, and roadmap. Subscriber's Confidential Information includes Customer Data.

11.2 The receiving party will use the other party's Confidential Information only to perform or exercise its rights under this Agreement, will not disclose it except to its employees, contractors, and advisors who need to know it and are bound by confidentiality obligations at least as protective, and will protect it with at least reasonable care.

11.3 These obligations do not apply to information that is or becomes public through no fault of the receiving party, was known to it without restriction before receipt, is independently developed without use of the other party's Confidential Information, or is rightfully received from a third party without restriction. A party may disclose Confidential Information when required by law or legal process, after giving reasonable advance notice where legally permitted.

11.4 Any breach of this Section or of the license restrictions in this Agreement may cause irreparable harm, and the non-breaching party may seek injunctive relief in any court of competent jurisdiction in addition to any other remedy.

12. Third-Party Services

The Service relies on third-party providers (for example, hosting, telecommunications carriers, messaging and email providers, data providers, and payment processors). ICB Tech is not responsible for their acts, omissions, availability, or accuracy, and their failures are not a breach by ICB Tech. Subscriber's use of third-party services is subject to their terms.

13. Disclaimer of Warranties

13.1 THE SERVICE, ALL OUTPUT, AND ALL DATA ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY.

13.2 ICB TECH DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT MESSAGES OR LEADS WILL BE DELIVERED OR DELIVERED ON TIME, THAT DATA, ESTIMATES, OR OUTPUT WILL BE ACCURATE OR COMPLETE, OR THAT USE OF THE SERVICE WILL PRODUCE ANY PARTICULAR RESULT. Subscriber is solely responsible for independently verifying any data, estimate, or output, including by physically inspecting any vehicle, before relying on it.

14. Exclusive Remedies

14.1 Subscriber's sole and exclusive remedy, and ICB Tech's entire liability, for any failure of the Service to perform as described, any defect, error, or inaccuracy in the Service or Generated Content, or any unavailability of the Service, is for ICB Tech to use commercially reasonable efforts to correct the problem or re-perform the affected service. If ICB Tech cannot do so within a reasonable time, either party may terminate the affected subscription on written notice, and ICB Tech will refund any prepaid fees for the unused remainder of the then-current billing period.

14.2 This Section does not limit ICB Tech's obligations under Section 9.6 (Security Incidents), and it is subject to Section 15.

15. Limitation of Liability

15.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, ICB TECH AND ITS OFFICERS, MANAGERS, MEMBERS, EMPLOYEES, AGENTS, LICENSORS, AND SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, USE, OR DATA, OR ANY COST OF SUBSTITUTE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 ICB TECH'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE, INCLUDING CLAIMS RELATING TO SECURITY INCIDENTS OR PERSONAL DATA, SHALL NOT EXCEED THE GREATER OF (A) THE FEES ACTUALLY PAID BY SUBSCRIBER TO ICB TECH FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, OR (B) ONE HUNDRED DOLLARS ($100.00).

15.3 These limitations apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, statute, or otherwise, and even if any limited remedy fails of its essential purpose. The parties agree that these limitations reflect a reasonable allocation of risk and are an essential basis of the bargain, without which ICB Tech would not provide the Service at the fees charged.

15.4 Time to bring claims. Any claim arising out of or relating to this Agreement or the Service must be brought within one (1) year after the claim arises, or it is permanently barred, to the extent permitted by law.

16. Indemnification

Subscriber will indemnify, defend, and hold harmless ICB Tech and its officers, managers, members, employees, agents, licensors, and affiliates from and against all claims, liabilities, damages, losses, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• your access to or use of the Service or breach of this Agreement or any law;
• any communication you send or initiate, or that ICB Tech sends at your direction or on your behalf, including claims under the Telephone Consumer Protection Act or similar laws;
• Customer Data and any content you provide, including any claim that you lacked the notices, consents, or rights needed to provide it, and any Prohibited Data;
• any offer, inspection, purchase, title transfer, lien payoff, payment, price-match commitment, or other transaction or dealing between you and any consumer, and any claim by a consumer arising from it;
• any act or omission of your Authorized Users.

17. Term, Termination, Discontinuation, and Data Export

17.1 This Agreement is effective when you accept it and continues until your access to the Service ends.

17.2 By Subscriber. Subscriber may cancel its subscription as provided in Section 5.

17.3 By ICB Tech for cause. ICB Tech may suspend or terminate access immediately, without prior notice or liability, if Subscriber or any Authorized User breaches this Agreement, fails to pay, or uses the Service in a way that ICB Tech reasonably believes creates legal, security, regulatory, or reputational risk to ICB Tech, its customers, or consumers, or upon the end of a promotional, trial, or evaluation license. No refund is owed on termination for cause.

17.4 By ICB Tech for convenience; discontinuation. ICB Tech may terminate a paid subscription for convenience, or discontinue the Service or a material feature, on at least sixty (60) days' notice (or thirty (30) days' notice for a monthly subscription). In that case, ICB Tech will refund any prepaid fees for the unused remainder of the then-current billing period, which is Subscriber's sole remedy.

17.5 Data export. For thirty (30) days after termination or expiration, provided Subscriber's account is paid in full, ICB Tech will, on Subscriber's written request, make Subscriber's Customer Data available for export in a commercially reasonable machine-readable format. After that period, ICB Tech has no obligation to retain Customer Data and may delete it, except as required by law or retained in backups until they rotate. Generated Content and Aggregated Data are not Customer Data.

17.6 Upon termination, all rights and licenses granted to you end and you must stop using the Service. Sections 4.3, 5 (as to amounts owed), 6.2, 6.3, 9.2, 9.9, 10.5, 11, 13 through 16, 17.5, 18, and 19, and any other provisions that by their nature should survive, survive termination.

18. Dispute Resolution

18.1 Before starting arbitration, a party must send the other a written description of the dispute, and the parties will try in good faith to resolve it for thirty (30) days.

18.2 Except as a Separate Written Agreement provides otherwise, any dispute arising out of or relating to this Agreement or the Service shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules before a single arbitrator in Collin County, Texas. Judgment on the award may be entered in any court of competent jurisdiction. Either party may seek injunctive relief in court to protect its intellectual property or Confidential Information.

18.3 CLASS ACTION WAIVER. EACH PARTY MAY BRING CLAIMS ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

19. General Provisions

19.1 Governing law. This Agreement is governed by Texas law, without regard to conflict-of-law rules. Any action not subject to arbitration shall be brought exclusively in the state or federal courts located in Collin County, Texas.

19.2 Entire agreement. This Agreement, the Order Form, and any Separate Written Agreement are the entire agreement regarding the Service and supersede all prior agreements and understandings. No purchase order or other document Subscriber issues changes this Agreement.

19.3 Modifications. ICB Tech may modify this Agreement. It will publish the new version with a new version date, and for material changes will give at least thirty (30) days' notice by email or in the Service before the change takes effect, except that changes required by law or to address a security or compliance risk may take effect immediately. Changes apply prospectively. Where the Service asks you to accept a new version, you must do so to continue using the Service; otherwise, continued use after the effective date constitutes acceptance. If Subscriber does not agree to a material change, its sole remedy is to cancel before the effective date and receive a refund of prepaid fees for the unused remainder of the then-current billing period. Prior versions, and your acceptances of them, are retained and govern conduct before the new version's effective date.

19.4 Severability; waiver. Unenforceable provisions will be enforced to the maximum extent permitted and the rest remain in effect. Failure to enforce a provision is not a waiver.

19.5 Assignment. Subscriber may not assign this Agreement without ICB Tech's prior written consent. ICB Tech may assign it without restriction, including in a merger, acquisition, or sale of assets.

19.6 Force majeure. ICB Tech is not liable for delay or failure caused by events beyond its reasonable control, including natural disasters, pandemics, war, terrorism, labor disputes, cyberattacks not caused by ICB Tech's failure to maintain the safeguards in Section 9.4, carrier or internet failures, government action, or third-party provider failures.

19.7 Notices. Notices to ICB Tech must be sent to ICB Tech Solutions LLC, 401 Interchange St, McKinney, Texas 75071, with a copy by email to [email protected]. ICB Tech may give notice to the email address on Subscriber's account or through the Service.

19.8 Independent contractors; no third-party beneficiaries. The parties are independent contractors, and there are no third-party beneficiaries.

19.9 Publicity. ICB Tech may identify Subscriber by name and logo as a customer unless Subscriber opts out by email to [email protected].

19.10 Interpretation. Headings are for convenience only. "Including" means "including without limitation."