This Master Subscription Agreement (“Agreement”) is entered into by and between Carketa, Inc., a Delaware corporation with its principal office at 3400 Ashton Blvd, Suite 450, Lehi, UT 84043 (“Carketa”), and the dealership entity accessing or using the AmpliFI services (“Customer”). This Agreement is effective as of the date Customer first clicks “I accept,” signs an Order Form, or otherwise accesses the Service (the “Effective Date”).
1.1. Provision of Service. AmpliFI is a dealer-facing, web-based SaaS platform (the “Service”) designed to facilitate the presentation and processing of F&I products. Customer acknowledges that Carketa acts solely as a Technology Facilitator. Carketa does not sell insurance, underwrite risk, or provide financial, legal, or tax advice.
1.2. Data Capture and DMS Interaction. The Service utilizes proprietary artificial intelligence and automated data capture techniques, including browser extensions and screen scraping (“Data Capture Tools”), to extract deal information from Customer’s existing software interfaces, such as a Dealer Management System (“DMS”).
1.3. Administrator System Integration. The Service interoperates with third-party vehicle service contract administrators and insurers (“Administrators”). The Service pulls real-time product data (rates, terms) from Administrator systems and pushes completed contracts back to those systems. Carketa is not responsible for the accuracy of data provided by Administrators or for the uptime of Administrator systems.
1.4. Service Levels. Carketa will use commercially reasonable efforts to make the Service available with a Monthly Uptime Percentage of at least 99.5%, excluding downtime for (a) scheduled maintenance; (b) Customer’s acts/omissions; (c) issues with third-party DMS or Administrator systems; or (d) Force Majeure.
1.5. Beta Services. Carketa may offer “Beta Services” at no charge. Beta Services are provided “AS IS” without warranty and may be terminated by Carketa at any time.
2.1. Usage Limits. Access is limited to the number of Users or “Rooftops” specified in an Order Form. Customer is responsible for all activity under its User accounts and shall not permit “credential sharing.”
2.2. Prohibited Acts. Customer shall not: (a) reverse engineer or decompile the Service; (b) use the Service for competitive analysis; (c) bypass any security or Data Capture Tool limitations; or (d) use the Service to violate any consumer protection law.
2.3. Customer Responsibilities. Customer is solely responsible for its internal business decisions. Carketa facilitates the generation of documents; however, the final adjudication of a deal and the choice of product terms rests entirely with Customer’s personnel.
3.1. Fee Structure. Customer shall pay fees as specified in an Order Form, which may include periodic subscription fees (per-seat/per-rooftop) or per-transaction/per-contract fees.
3.2. Payment Terms. All fees are quoted in USD and are non-refundable. Overdue payments accrue interest at 1.5% per month. Carketa may suspend Service for payments more than 15 days past due.
3.3. Taxes. Customer is responsible for all taxes (sales, use, VAT) associated with its purchase, excluding taxes on Carketa’s net income.
4.1. Carketa Ownership. Carketa retains all right, title, and interest in and to the Service, Data Capture Tools, and all related intellectual property.
4.2. Aggregated Data. Carketa owns all rights to “Aggregated Data” (data de-identified and combined with other customers’ data) and may use it for benchmarking, analytics, or other commercial purposes.
4.3. Feedback. Customer grants Carketa a royalty-free, perpetual license to use any suggestions or feedback provided by Customer without restriction.
5.1. Carketa Role. With respect to consumer personal information (name, address, VIN, deal terms) (“Consumer PII”), Customer is the “Data Controller” and Carketa is the “Service Provider/Processor.”
5.2. Use Limitations. Carketa will only process Consumer PII to provide the Service. Carketa will not “sell” Consumer PII or retain it for any purpose other than facilitating Customer’s transactions.
5.3. Compliance Warranties. Customer represents and warrants that it has obtained all legally required consents from consumers prior to extraction via Data Capture Tools, including consents required under GLBA, CCPA, and the FTC Safeguards Rule.
5.4. Security. Carketa will maintain reasonable administrative, technical, and physical safeguards. Carketa will notify Customer within 72 hours of discovering any unauthorized access to Customer’s Consumer PII.
6.1. Mandatory Sharing. Customer expressly consents to Carketa sharing “Dealer Performance Data” (penetration rates, product mix, revenue metrics) with: (a) the F&I agency or administrator assigned to Customer’s account via the VelociFI platform; and (b) Carketa-affiliated platforms. This sharing is a core function of the Service and is non-waivable.
6.2. Commercial Use. Carketa will not sell individual Dealer Performance Data to unaffiliated third parties for their independent commercial use.
7.1. No Product Liability. Carketa is not a party to any VSC, GAP, or ancillary product contract. All product obligations exist solely between Customer, the consumer, and the Administrator. Carketa is not liable for the rejection of any contract or the denial of any claim by an Administrator.
7.2. Pricing Accuracy. Carketa makes no representation regarding the availability or pricing of F&I products, which are determined solely by the Administrator.
7.3. Licensing. Customer is responsible for maintaining all required state dealer and F&I product sales licenses.
8.1. Mutual Warranties. Each party represents it has the legal authority to enter this Agreement.
8.2. DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE IS PROVIDED “AS IS.” CARKETA DISCLAIMS ALL WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CARKETA DOES NOT WARRANT THAT DATA CAPTURE WILL BE 100% ACCURATE OR THAT THE SERVICE WILL PREVENT REGULATORY NON-COMPLIANCE BY CUSTOMER.
9.1. Mutual Indemnity. Each party shall defend and indemnify the other against third-party claims arising from the indemnifying party’s gross negligence or willful misconduct.
9.2. Customer-Specific Indemnity. Customer shall defend and indemnify Carketa against any claims arising from: (a) Customer’s use of the Service to finalize a consumer transaction; (b) Customer’s failure to verify the accuracy of captured data; (c) Customer’s breach of GLBA/CCPA obligations; or (d) disputes between Customer and an Administrator.
10.1. WAIVER OF INDIRECT DAMAGES. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES.
10.2. LIABILITY CAP. CARKETA’S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
10.3. ASSUMPTION OF RISK. CUSTOMER ASSUMES ALL RISK FOR BUSINESS DECISIONS MADE THROUGH THE SERVICE. CARKETA HAS NO LIABILITY FOR FINANCIAL LOSSES INCURRED BY CUSTOMER DUE TO INCORRECT DATA POPULATION OR USER ERROR.
11.1. Term. This Agreement continues until all subscriptions expire or are terminated.
11.2. Termination for Cause. Either party may terminate upon 30 days’ notice of a material breach.
11.3. Data Return. Customer has 30 days post-termination to export Consumer PII. Thereafter, Carketa will delete it per its retention policy.
12.1. Governing Law. Governed by Utah law; exclusive jurisdiction in Salt Lake County, Utah.
12.2. JURY TRIAL WAIVER. THE PARTIES EXPRESSLY WAIVE ANY RIGHT TO A TRIAL BY JURY.
12.3. Publicity. Carketa may use Customer’s name and logo to identify them as a customer on Carketa websites and marketing materials.
12.4. Amendment. Carketa may amend this Agreement by URL update with 30 days’ notice to Customer.
APPENDIX 1: DEFINITIONS
