Terms of Service

1. Agreement and definitions

These Terms of Service (the "Terms") are a binding agreement between DriveUpSales INC ("DriveUpSales.ai," "we," "us") and the business that subscribes to the Services ("Customer," "you"). By signing an order form, service agreement or quote that references these Terms, by creating an account, or by using the Services, you accept these Terms on behalf of that business and confirm you are authorized to do so.

If a signed service agreement, order form or master agreement between us (each an "Order") conflicts with these Terms, the Order controls for the conflicting term only.

In these Terms:

• "Services" means the DriveUpSales.ai platform, including provisioned telephone numbers, inbound and outbound call routing, call recording, transcription, AI-generated call scoring, summaries and coaching output, lead and inventory matching, the web application, APIs and any related support we provide.
• "Customer Data" means all data you or your Authorized Users submit to the Services, plus data the Services capture or generate on your behalf, including call audio, transcripts, call metadata, CRM and DMS records you connect, customer contact details, inventory data and the analysis we derive from them.
• "Authorized User" means an individual you permit to access the Services under your account — typically your employees, contractors and managers.
• "Call Participant" means any person on a call carried, routed or recorded through the Services, including your staff and the consumers who contact your dealership.

2. The Services

Subject to these Terms and your payment of fees, we grant you a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during your subscription term, solely for your own internal business operations at the locations identified in your Order.

You will not, and will not permit anyone to:

• resell, sublicense, rent or otherwise make the Services available to any third party that is not an Authorized User;
• copy, modify, translate or create derivative works of the Services, or reverse engineer, decompile or attempt to derive source code, models or model weights from them;
• access the Services to build or train a competing product, benchmark them for publication without our written consent, or scrape them by automated means outside our documented APIs;
• remove or obscure any proprietary notice, or circumvent any access control, rate limit or usage restriction.

What we are not

We are a software and analytics provider that works with licensed carriers. We are not a telecommunications carrier, a regulated telephone company, or a substitute for your primary business phone service.

3. Accounts and authorized users

You are responsible for everything that happens under your account. You will keep credentials confidential, require unique logins per Authorized User, promptly deactivate users who leave, and notify us at carson@driveupsales.ai as soon as you suspect unauthorized access.

You are responsible for your Authorized Users' and affiliates' compliance with these Terms, and their acts and omissions are treated as yours. Access to Customer Data through the Services requires an account in good standing; we may restrict access to historical data during a period of non-payment as described in Section 12.

4. Phone numbers and telephony

Telephone numbers provisioned for you through the Services are provisioned from our carrier partners and assigned to your dealership for use with the Services. Subject to carrier rules and applicable law, you may port an assigned number to another provider at the end of your term, provided your account is current and the number is not identified in your Order as non-portable or shared. We will not unreasonably withhold cooperation with a valid port-out request.

Call routing behavior — which department a number rings, the escalation ladder, overflow targets, ring duration and voicemail treatment — is configured by you or at your direction. You are responsible for the accuracy of the destination numbers you supply, and for the carrier, per-minute, messaging and regulatory charges attributable to your usage, together with all applicable taxes, surcharges and regulatory fees.

Call delivery depends on public telephone networks, carrier partners and third-party infrastructure we do not control. Calls may be delayed, degraded, misrouted or dropped, and recordings may be incomplete or fail to capture, for reasons outside our control.

5. Recording, disclosure and your compliance obligations

Call recording is regulated by federal and state law. Some states require the consent of every party to a call before it may be recorded. Other laws govern automated dialing, prerecorded messages, calls to wireless numbers, do-not-call registries, text messaging and the collection of biometric identifiers.

You are solely responsible for obtaining and documenting any notice, consent or authorization the law requires from Call Participants, and for honoring any objection, revocation or opt-out request they make. You will maintain a written policy governing recording and consent, train your staff on it, and not use the Services in any jurisdiction or manner in which doing so would be unlawful.

Tools we provide

To help you meet those obligations, the Services play an automated recording disclosure to the caller at the start of inbound calls before any recording begins, and support per-department and per-number configuration of whether recording is enabled at all. You may request that we disable recording for specific numbers, departments or locations.

These are configuration tools, not legal advice or a compliance guarantee. Whether the default disclosure is sufficient in a given jurisdiction, for a given call type, is a determination you must make — with your own counsel — and you are responsible for reviewing the disclosure text, requesting changes, and confirming that your configuration matches the law where you operate. If a Call Participant objects to being recorded, your staff must end the recording or the call as your policy requires.

We may suspend recording or other features for your account if we reasonably believe continued operation would violate applicable law or a carrier requirement, or expose us or a Call Participant to material risk.

6. Voice characteristics and speaker identification

To tell your staff apart from customers on a recording, attribute speech to the right person and enable coaching by rep, the Services may generate a mathematical representation of a speaker's voice from recorded audio (a "voice template"). Depending on the jurisdiction, a voice template may be a biometric identifier.

We use voice templates only to provide and support the Services for you. We do not sell, lease, trade or otherwise profit from them, and we do not disclose them except as permitted in our Privacy Policy. We store them under our security program and retain them no longer than the underlying recordings, and delete them on the schedule in Section 8 unless law requires otherwise.

Because your staff and your customers are the individuals whose voices are captured, you are responsible for providing any biometric notice and obtaining any written release that applicable law requires — including under the Illinois Biometric Information Privacy Act, the Texas Capture or Use of Biometric Identifier Act and comparable statutes — before those calls are processed. Tell us in writing if you do not want voice templates generated for your account and we will disable the feature.

7. Customer Data and ownership

You retain all right, title and interest in Customer Data. You grant us a worldwide, royalty-free license to host, copy, transmit, process, analyze and display Customer Data, and to create derived output from it, solely as needed to provide, secure, support and improve the Services for you and to comply with law.

You represent that you have the rights and permissions necessary to provide Customer Data to us and to have it processed as described in these Terms and our Privacy Policy.

We may generate and use aggregated, de-identified statistics and insights derived from use of the Services — for example, benchmark answer rates, model quality metrics and product analytics. Aggregated data will not identify you, any Authorized User, any Call Participant or any individual dealership, and we will not attempt to re-identify it.

We do not use your call audio, transcripts or Customer Data to train general-purpose or third-party foundation models. Our model providers are engaged under terms that prohibit them from training their models on your content. See our Privacy Policy for detail on subprocessors and data flows.

8. Storage and retention of recordings

We retain call audio, transcripts, call metadata and derived analysis for as long as your subscription is active. We do not age recordings out on a rolling schedule, so your call history stays available to you throughout your term.

When your subscription ends, we delete Customer Data — including call audio, transcripts and derived analysis — within thirty (30) days of termination. That same thirty-day window is your opportunity to export anything you need to keep, as described in Section 12. Once it closes, treat the data as gone.

Earlier deletion of specific recordings, shorter retention, or a longer post-termination window can be arranged in writing. If a law, regulation, litigation hold or lawful request requires us to retain data longer, we will do so for as long as required, and deleted data may persist briefly in encrypted backups before those backups age out. You are responsible for determining what retention period your own legal and regulatory obligations require, and for exporting anything they require you to keep.

9. AI output is advisory

The Services use automated speech recognition and generative AI to produce transcripts, call scores, summaries, sentiment and intent signals, suggested next steps, lead scores and inventory matches ("AI Output"). AI Output is probabilistic. Transcripts will contain errors. Scores and summaries may mischaracterize a conversation, and matches may be wrong or incomplete.

AI Output is provided for informational purposes only. It is not legal, employment, financial, credit or compliance advice. You are responsible for reviewing AI Output before acting on it, and for any decision you make with it — including personnel decisions, compensation, discipline, termination, and any decision affecting a consumer. You will not use AI Output as the sole basis for a decision that has a legal or similarly significant effect on an individual, and you will comply with all laws governing automated decision-making, employee monitoring and adverse action notices.

10. Acceptable use

You will not use the Services to:

• record or intercept any communication without the notice and consent applicable law requires;
• place unlawful telemarketing, autodialed, prerecorded or artificial-voice calls or texts, or contact numbers on an applicable do-not-call or internal suppression list;
• transmit unlawful, harassing, defamatory, fraudulent or deliberately misleading content, or spoof caller identification unlawfully;
• upload malware, probe or attack the Services or our infrastructure, or interfere with any other customer's use;
• submit data that you lack the right to submit, or submit special categories of data — including payment card numbers, Social Security numbers, government identification numbers, protected health information, or consumer report information — into free-text fields, call notes or any part of the Services not expressly designed for it;
• use the Services in violation of any carrier requirement, export control or sanctions law.

We may investigate suspected violations and may remove or disable content or access that we reasonably believe violates this Section, applicable law or a third party's rights.

11. Fees, billing and taxes

You will pay the fees in your Order, including subscription fees, usage-based charges, and any overage for minutes, numbers, seats or storage beyond your plan's included volume. Unless your Order says otherwise, fees are invoiced monthly in advance, usage and overage are invoiced in arrears, and payment is due within thirty (30) days of the invoice date. All fees are stated in U.S. dollars and are non-refundable except as expressly provided in these Terms.

Fees exclude taxes. You are responsible for all sales, use, excise, telecommunications, universal service and similar taxes, surcharges and regulatory fees, other than taxes on our net income.

Past-due amounts accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, and you will reimburse our reasonable costs of collection.

Billing disputes. You must dispute an invoice in writing within sixty (60) days of its date, identifying the specific charges and the reason. Charges not disputed within that period are deemed accepted and waived. You will pay all undisputed amounts while a dispute is pending, and we will not suspend the Services for a good-faith dispute raised on time.

We may change our fees on renewal by giving you at least thirty (30) days' written notice before the end of your then-current term.

12. Term, suspension and termination

Your subscription runs for the term stated in your Order and renews as that Order provides. Either party may terminate for material breach that remains uncured thirty (30) days after written notice.

We may suspend or limit the Services immediately, with notice as soon as practicable, if your account is more than thirty (30) days past due, if your use presents a security risk or threatens the integrity of the Services, if we are required to do so by law or a carrier, or if we reasonably believe your use violates Section 5 or Section 10.

We may modify or discontinue a feature, number, or the Services as a whole. Except where a carrier action, legal requirement, security incident or emergency requires faster action, we will give you at least thirty (30) days' notice before discontinuing the Services or a material feature you rely on.

On termination, your right to access the Services ends. For thirty (30) days after termination we will, on your written request, make Customer Data available for export in a machine-readable format. At the end of that thirty-day window we delete Customer Data as described in Section 8, subject to our backup cycles and any legal hold. Provisions that by their nature should survive — including Sections 5 through 7 and 13 through 22 — survive termination.

13. Confidentiality

Each party may receive information the other treats as confidential, including Customer Data, call content, pricing, product roadmaps and non-public technical information. The receiving party will protect it with at least reasonable care, use it only to perform under these Terms, and disclose it only to employees, affiliates and service providers who need it and are bound by confidentiality obligations at least as protective as these.

These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already known to it without a duty of confidence, or is independently developed without reference to the disclosing party's information. A party may disclose confidential information when legally compelled, and will, where permitted, give the other party prompt notice and reasonable cooperation to seek protective treatment.

14. Intellectual property and feedback

We and our licensors own all right, title and interest in the Services, including the software, models, prompts, scoring methodology, user interfaces, documentation, trademarks and all improvements to them. Except for the limited access right in Section 2, no license is granted to you, by implication, estoppel or otherwise.

If you send us suggestions, feature requests or other feedback, you grant us a perpetual, irrevocable, royalty-free license to use it without restriction or obligation to you. Feedback must not include your confidential information.

Neither party may use the other's name, logo or trademarks in publicity without prior written consent, except that we may identify you as a customer in a factual list of customers.

15. Third-party services

The Services interoperate with third-party products — carriers, cloud infrastructure and AI providers, and the CRM, DMS, inventory and communication systems you choose to connect. When you enable an integration, you authorize us to access and exchange data with that system on your behalf using the credentials or authorization you supply, and you confirm you have the right to grant that access.

Third-party products are governed by their own terms and privacy practices, and we are not responsible for their availability, security, accuracy or acts and omissions. A third-party provider's change to its product, terms or pricing may require us to modify or discontinue the corresponding integration.

16. Disclaimers

We warrant that we will provide the Services in a professional and workmanlike manner consistent with generally accepted industry standards.

Except for that warranty, the Services and all AI Output are provided "AS IS" and "AS AVAILABLE," and we disclaim all other warranties, express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranty arising from course of dealing or usage of trade.

Without limiting the foregoing, we do not warrant that the Services will be uninterrupted, error-free or secure against every threat; that every call will connect, route or record; that transcripts, scores, summaries or matches will be accurate or complete; or that the Services, or your use of them, will satisfy any legal or regulatory obligation that applies to you. You are responsible for obtaining your own legal advice on recording, consent, contact and employment-law compliance.

17. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost sales, lost or corrupted data, business interruption, or the cost of substitute services, even if advised of the possibility.

Each party's total aggregate liability arising out of or relating to these Terms will not exceed the total fees you paid us for the Services in the twelve (12) months immediately preceding the event giving rise to the claim.

These limits do not apply to your obligation to pay fees, to either party's indemnification obligations under Section 18, or to liability that cannot be limited under applicable law. These limitations apply even if a limited remedy fails of its essential purpose, and reflect an allocation of risk that is a fundamental basis of the bargain between us.

18. Indemnification

By you. You will defend, indemnify and hold harmless DriveUpSales.ai, its affiliates and their respective officers, directors, employees and agents from and against any third-party claim, demand, proceeding or governmental action, and all resulting damages, penalties, settlements, costs and reasonable attorneys' fees, arising out of or relating to: (a) Customer Data or your submission of it; (b) any recording, call, message or contact made through the Services, including any claim under a wiretap, two-party consent, biometric privacy, telemarketing, do-not-call or consumer privacy law; (c) your or an Authorized User's breach of these Terms or violation of law; or (d) any decision you make in reliance on AI Output.

By us. We will defend, indemnify and hold you harmless from any third-party claim alleging that the Services, as provided by us and used in accordance with these Terms, infringe a U.S. patent, copyright, trademark or trade secret. This obligation does not apply to claims arising from Customer Data, your configuration, a modification we did not make, or use of the Services in combination with anything we did not supply. If such a claim arises, we may modify the Services to be non-infringing, procure the necessary rights, or terminate the affected Services and refund prepaid, unused fees.

The indemnified party will give prompt notice of the claim, allow the indemnifying party to control the defense, and provide reasonable cooperation. No settlement that imposes an obligation on the indemnified party may be made without its consent.

19. Force majeure

Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, fire, flood, severe weather, labor disputes, war, terrorism, civil unrest, epidemic, governmental action, internet or telecommunications outages, carrier failures, cloud provider outages, power failures and denial-of-service attacks.

20. Arbitration and governing law

These Terms are governed by the laws of the State of Wisconsin, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties will first attempt in good faith to resolve any dispute through discussion between representatives with authority to settle, within thirty (30) days of written notice of the dispute.

Binding arbitration. Any dispute not resolved that way will be settled by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Walworth County, Wisconsin. Judgment on the award may be entered in any court of competent jurisdiction. Each party will bear its own costs and an equal share of the arbitrator's fees unless the arbitrator allocates them otherwise.

No class actions. Disputes will be arbitrated only on an individual basis. The parties waive any right to bring or participate in a class, collective, consolidated or representative proceeding.

Exceptions. Either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or confidential information, and either party may bring an individual claim in small claims court if it qualifies.

21. Changes to these Terms

We may update these Terms from time to time. We will post the revised Terms with a new "Last updated" date and, for changes that materially and adversely affect you, give notice by email to your account contact or in the application at least thirty (30) days before they take effect. Continued use of the Services after the effective date constitutes acceptance. If you do not agree to a material change, you may terminate the affected Services before it takes effect and receive a pro-rated refund of prepaid, unused fees.

22. General

Notices. Legal notices to us must be in writing and sent to carson@driveupsales.ai, with a copy by certified mail or nationally recognized overnight courier to DriveUpSales INC, N7176 Lakeshore Ave, Elkhorn, WI 53121. Notices to you may be sent to the account contact and address in your Order or given in the application. Notice is effective on receipt, or on the second business day after deposit with a courier.

Assignment. You may not assign these Terms, by operation of law or otherwise, without our prior written consent, except to a successor to substantially all of your business that is not a competitor of ours and assumes these Terms in writing. We may assign these Terms to an affiliate or in connection with a merger, acquisition or sale of assets. These Terms bind permitted successors and assigns.

Independent parties. The parties are independent contractors. These Terms create no partnership, joint venture, franchise, employment or agency relationship, and neither party may bind the other.

No third-party beneficiaries. These Terms are for the benefit of the parties only.

Severability and waiver. If a provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed if it cannot be, and the remainder stays in force. A failure to enforce a provision is not a waiver of it.

Entire agreement. These Terms, together with your Order and our Privacy Policy, are the entire agreement between the parties on this subject and supersede all prior or contemporaneous proposals, representations and agreements. Any purchase order or vendor terms you issue are for administrative convenience only, and conflicting or additional terms in them have no effect. Amendments must be in writing, except as permitted by Section 21.

23. Contact

Questions about these Terms, support requests and security reports all reach us at carson@driveupsales.ai.

DriveUpSales INC
N7176 Lakeshore Ave, Elkhorn, WI 53121