Dealership Advantage Professional Services Terms

The following Professional Services Terms are intended to add supplemental details regarding Dealership Advantage’s provision of certain service packages ordered by you, a customer of Dealership Advantage, pursuant to an order form delivered by you, which incorporates by reference your existing customer agreement with Dealership Advantage (the order form and customer agreement, collectively, the “Agreement”). Except as expressly stated in these Professional Services Terms, the Agreement and its terms shall govern the conduct of the service packages described here.

If there are a specific number of hours included in the purchased services, those hours expire as indicated below. The expiration period begins upon purchase.

For packages that include deliverables, it is estimated that the deliverables will be complete in the Delivery Period described below. If the deliverables are not complete due to your failure to make resources available or otherwise perform your agreed upon obligations, Dealership Advantage will consider the services complete at the end of the Delivery Period. If the deliverables are not complete due to our failure to make resources available to you or to otherwise perform our obligations, the sole remedy will be that the Delivery Period will be extended to allow for Dealership Advantage to exercise commercially reasonable efforts towards the completion of or re-performing of agreed to services. Notwithstanding anything to the contrary in the Agreement, all right, title and interest in and to the deliverables, including all intellectual property rights therein and created in the course of developing such deliverables, are and will remain with Dealership Advantage, and you have no right, license or authorization with respect to such deliverables except for the limited license right to use such deliverables in accordance with the usage terms for Dealership Advantage’s software and services, as further set forth in the Agreement.

We may choose to change any personnel assigned to your account for the delivery of Dealership Advantage Professional Services at any time for any or no reason. Unless otherwise agreed or specified in the applicable description, all services are performed remotely. For services performed onsite, (i) you will reimburse us our reasonable cost for all expenses incurred in connection with the services engagement and (ii) we may update the date and/or location at any time, regardless of whether a date and/or location is specified in our Agreement. If we update the date and/or location after purchase, we will notify you.

Payment terms for all Dealership Advantage Professional Services are set forth in the Agreement. Dealership Advantage Professional Services are non-cancellable and non-refundable. For all hourly-based agreements, Dealership Advantage will be responsible for documenting work hours and sharing that information upon request.

ALL DEALERSHIP ADVANTAGE PROFESSIONAL SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, DEALERSHIP ADVANTAGE HEREBY DISCLAIMS ALL WARRANTIES RELATED TO SUCH DEALERSHIP ADVANTAGE PROFESSIONAL SERVICES AND DELIVERABLES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.