This Master Subscription Agreement (this “Agreement”) is entered into between MakeMyMonth (“MakeMyMonth,” “we,” “us”) and the dealership, dealer group, or other entity identified on an Order Form (“Customer,” “you”). It takes effect on the date of the first Order Form signed by both parties (the “Effective Date”).
Document set. This Agreement incorporates by reference: each Order Form (Exhibit A), the Data Processing Addendum, and the Security Overview. The User Terms govern each individual user’s use of the app. If a conflict arises, the order of precedence is: Order Form, then this Agreement, then the DPA, then the User Terms — except that the DPA controls on any question of personal data processing.
Subject to this Agreement and payment of fees, we grant Customer a non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Service for Customer’s internal business purposes, for up to the number of Authorized Users specified on the Order Form.
Restrictions. Customer will not, and will not permit any Authorized User or third party to: (a) resell, sublicense, or provide the Service to a third party; (b) reverse engineer, decompile, or attempt to derive the Service’s source code, calculation methods, or coaching logic; (c) use the Service to build a competing product; (d) circumvent access controls or access another dealership’s data; (e) submit malicious code or conduct penetration testing without our prior written consent; or (f) use the Service in violation of law.
Customer is responsible for its Authorized Users’ compliance with this Agreement and the User Terms, and specifically for the following:
We provide email support at support@makemymonth.com during normal business hours, with a target initial response of one business day. Support is included in the subscription fee at no additional charge.
We will use commercially reasonable efforts to make the Service available 99.5% of the time each calendar month, excluding: (a) scheduled maintenance for which we give at least 24 hours’ notice; (b) emergency maintenance; (c) failures of Customer’s equipment, network, or internet access; (d) force majeure events; and (e) outages caused by our infrastructure providers where we are pursuing resolution diligently.
If monthly availability falls below the commitment, Customer’s sole and exclusive remedy is a service credit, requested in writing within 30 days of the affected month:
| Monthly availability | Service credit |
|---|---|
| 99.0% to < 99.5% | 5% of that month’s fees |
| 95.0% to < 99.0% | 10% of that month’s fees |
| < 95.0% | 25% of that month’s fees |
Credits are applied against future fees and will not exceed the fees paid for the affected month. The Service is a planning tool, not an operationally critical system; downtime does not interrupt Customer’s ability to sell vehicles.
7.1 Term. The initial Subscription Term is stated on the Order Form. It renews automatically for successive periods of equal length unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term.
7.2 Termination for cause. Either party may terminate for the other’s material breach on 30 days’ written notice if the breach is not cured within that period. We may suspend or terminate immediately if Customer’s use creates a security risk, violates Section 2 or 3, or exposes us to legal liability.
7.3 Effect. On termination, Customer’s access ends. If we terminate without cause or Customer terminates for our uncured material breach, we will refund prepaid fees for the unused remainder of the term. No refund is due if we terminate for Customer’s breach.
7.4 Data on exit. For 30 days after termination, Customer may request an export of Customer Data in a machine-readable format. After that period, we will delete or de-identify Customer Data within 90 days, subject to the DPA and to backup retention cycles.
Each party may receive the other’s non-public information (“Confidential Information”). The receiving party will use it only to perform under this Agreement, protect it with at least reasonable care, and not disclose it except to personnel and advisors with a need to know who are bound by comparable obligations. Confidential Information excludes information that is public through no fault of the receiving party, independently developed, or rightfully received from a third party. Disclosure compelled by law is permitted with prompt notice where legally allowed. Our calculation methods, coaching logic, and pricing are our Confidential Information. Customer Data is Customer’s Confidential Information.
9.1 Ours. We own all right, title, and interest in the Service, including its software, interfaces, design, brand, and the methods it uses to compute goals, activity targets, appointment plans, and coaching signals. No rights are granted except those expressly stated.
9.2 Customer’s. Customer owns Customer Data. Customer grants us a non-exclusive, worldwide license to host, process, transmit, display, and back up Customer Data solely to provide and support the Service and as permitted by the DPA.
9.3 Aggregated data. We may create and use aggregated, de-identified data derived from use of the Service — data that does not identify Customer, any Authorized User, or any individual and cannot reasonably be used to do so — to operate, improve, and benchmark the Service. We will not disclose Customer’s identity or store-level figures to any third party without Customer’s written consent.
9.4 Feedback. If Customer gives us suggestions, we may use them without restriction or obligation.
Our processing of personal data is governed by the Data Processing Addendum, which is incorporated into this Agreement. We will maintain administrative, technical, and physical safeguards designed to protect Customer Data, as described in the Security Overview. We will not materially reduce the overall security of the Service during the Subscription Term.
11.1 Mutual. Each party warrants that it has the authority to enter into this Agreement.
11.2 Service warranty. We warrant that the Service will perform materially in accordance with the Documentation. Our sole obligation, and Customer’s exclusive remedy for breach of this warranty, is for us to use commercially reasonable efforts to correct the non-conformity, and if we cannot do so within 30 days of written notice, to terminate the affected subscription and refund prepaid fees for the unused remainder of the term.
11.3 No warranty as to outputs. We do not warrant the accuracy of any figure, goal, projection, or coaching signal produced by the Service, all of which are derived from data that Authorized Users enter themselves.
EXCEPT AS EXPRESSLY STATED IN SECTION 11, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. THE SERVICE IS NOT A PAYROLL, TIMEKEEPING, HUMAN RESOURCES, OR RECORDKEEPING SYSTEM, AND IS NOT A SUBSTITUTE FOR CUSTOMER’S OWN RECORDS OR JUDGMENT.
NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST COMMISSIONS, LOST REVENUE, OR LOST DATA, EVEN IF ADVISED OF THE POSSIBILITY.
EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
These limitations do not apply to: (a) Customer’s payment obligations; (b) either party’s indemnification obligations under Section 14; (c) Customer’s breach of Section 2 (Restrictions); or (d) either party’s gross negligence, willful misconduct, or fraud.
14.1 By us. We will defend Customer against any third-party claim alleging that the Service, as provided by us and used in accordance with this Agreement, infringes a U.S. patent, copyright, trademark, or trade secret, and will pay damages finally awarded or amounts we agree in settlement. If the Service becomes subject to such a claim, we may procure the right to continue using it, modify it to be non-infringing, or terminate the affected subscription and refund prepaid unused fees. We have no obligation for claims arising from Customer Data, use in violation of this Agreement, or combination with items not supplied by us.
14.2 By Customer. Customer will defend us against any third-party claim arising from: (a) Customer Data; (b) Customer’s enrollment of Authorized Users or failure to give employees required notice; (c) Customer’s use of the Service’s outputs in any employment, compensation, or disciplinary decision; (d) submission of prohibited data under Section 3; or (e) Customer’s breach of this Agreement, and will pay damages finally awarded or amounts Customer agrees in settlement.
14.3 Process. The indemnified party will give prompt written notice, allow the indemnifying party to control the defense, and provide reasonable cooperation. No settlement imposing liability or admission on the indemnified party may be made without its consent.
Neither party will use the other’s name or logo in marketing materials, press releases, or customer lists without prior written consent, which may be given by email and may be revoked on 30 days’ notice.
This Agreement is governed by the laws of the State of Florida, without regard to conflict of laws rules. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in Pinellas County, Florida. The parties will first attempt to resolve any dispute through good-faith discussion between senior representatives for 30 days. The prevailing party in any action is entitled to recover reasonable attorneys’ fees and costs.
17.1 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, excluding payment obligations.
17.2 Assignment. Neither party may assign this Agreement without the other’s consent, except to a successor in a merger, acquisition, or sale of substantially all assets, with notice.
17.3 Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship.
17.4 Notices. Notices must be in writing and are effective on receipt. Notices to us go to support@makemymonth.com and to our address of record. Notices to Customer go to the contacts on the Order Form. Email is sufficient for routine notices; notices of breach, termination, or indemnification must also be sent by a nationally recognized courier.
17.5 Amendment and waiver. Amendments must be in writing and signed by both parties. Failure to enforce a provision is not a waiver.
17.6 Severability. If a provision is unenforceable, it will be modified to the minimum extent necessary and the remainder stays in effect.
17.7 Survival. Sections 3, 7.3, 7.4, 8, 9, 12, 13, 14, 16, and 17 survive termination.
17.8 Entire agreement. This Agreement, its Order Forms, the DPA, and the Security Overview are the entire agreement and supersede all prior proposals and discussions. Terms in a Customer purchase order or vendor portal are void and of no effect.
| MakeMyMonth legal entity | |
| Customer legal name | |
| Dealership location(s) covered | |
| Billing contact / email | |
| Administrator contact / email | |
| Subscribed seats | |
| Fee per seat per month | |
| Billing frequency | Annual in advance, net 30 (unless stated otherwise) |
| Initial Subscription Term | 12 months from the Effective Date (unless stated otherwise) |
| Renewal | Auto-renews for successive 12-month terms; 30 days’ notice to cancel |
| Special terms |
By signing below, each party agrees to this Order Form and to the Master Subscription Agreement it incorporates.