TEXT2DRIVE Software Subscription Agreement Terms & Conditions

1. TEXT2DRIVE shall grant and issue to the contracting party, hereinafter referred to as CUSTOMER, a license to utilize the Text2Drive Communications Platform.


2. CUSTOMER hereby grants TEXT2DRIVE the right to publish the data CUSTOMER submits on behalf of CUSTOMER. CUSTOMER shall defend and indemnify us from any claim relating to the unauthorized use of data, as well as data that is provided which is incorrect and/or negligently provided by CUSTOMER to TEXT2DRIVE.


3. CUSTOMER is obtaining a license for use of TEXT2DRIVE’s Service Platform and CUSTOMER shall also provide TEXT2DRIVE access to the CUSTOMER’s DMS on a daily basis. TEXT2DRIVE will ‘poll’ data from the CUSTOMER’s DMS to obtain certain data which shall include, but not limited to Appointment Information, Repair Order Information, Vehicle Information, Parts Information and Service Customer Information.



The TEXT2DRIVE service platform also provides the following:

• Text communication with Sales, Service & Parts Customers
• Instant Messaging among employees and customers
• Sharing photos & videos from Tech to Advisor to Customer
• Detailed data management and storage
• Texting utilizing mobile, tablet and desktop interfaces
• Management is able to view all text communications between customer and advisors
• Data management includes group roll up so dealer groups can analyze multiple stores, employees and customers


4. TEXT2DRIVE assumes no liability in any way for data feeds that are incorrect or not current. It is CUSTOMER’s responsibility to ensure that data feeds are sent and delivered to TEXT2DRIVE on the submission periods agreed upon in this Agreement.


5. CUSTOMER shall also assign at least one individual who will act as Setup Coordinator for the purpose of creating ‘templates,’ communicating with TEXT2DRIVE’s implementation/training team, adding and deactivating employees after the initial set up of the dealership by TEXT2DRIVE and generally managing the platform on behalf of CUSTOMER.


6. Neither TEXT2DRIVE nor any of its licensors of information or software included in the platform warrants the adequacy or accuracy thereof. TEXT2DRIVE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE APPLICATION OR THE RESULTS TO BE OBTAINED FROM THE USE THEREOF.


7. Neither this Agreement, nor the TEXT2DRIVE mobile platform, may be assigned or otherwise transferred by CUSTOMER, in whole or in part, without the prior written consent of TEXT2DRIVE, which shall not be unreasonably withheld, and any such attempted assignment in violation of such restriction shall be null and void. TEXT2DRIVE may assign this Agreement, in whole or in part, to any affiliate of TEXT2DRIVE or to any successor by acquisition or merger of TEXT2DRIVE. The parties’ rights and obligations under this Agreement will bind and inure to the benefit of their permitted successors and assigns.


8. Monthly Recurring Platform Subscription Fee shall include unlimited transactional and/or informational text messages and unlimited users.


• The Subscription Fee for the first Subscription Period of the term of this Agreement shall be paid ten (10) days after CUSTOMER’S DMS data has been acquired and uploaded into the TEXT2DRIVE platform. The Subscription Fee for all subsequent Subscription Periods of the term of this Agreement shall be paid to TEXT2DRIVE on the first day of each subsequent Subscription Period.


• The amount of the Subscription Fee does not include any applicable taxes. CUSTOMER is responsible for any and all applicable taxes.


• Any additional payment terms and or custom messaging requests such as recalls, multi-notifications and any other non-transactional or non-informational messages between TEXT2DRIVE and CUSTOMER shall be agreed to in writing and set forth in an invoice, billing agreement, or other written document.


9. The term and pricing for this agreement shall be contained within the Software Subscription Agreement. This agreement shall also automatically renew for the same term as contained within the Software Subscription Agreement unless either party gives written notice to the other party of its intent not to renew the Agreement at least 30 days prior to the end of the then current term.


10. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Illinois, excluding any choice-of-law rules that would require the application of the laws of any other Jurisdiction.


11. This Agreement is the final expression of the entire agreement of the parties regarding the subject matter of this Agreement. This Agreement supersedes all prior agreements and understandings between the parties regarding the subject matter of this Agreement. No amendment of this Agreement will be effective unless it is in writing and signed by both parties.

TCPA/FCC COMPLIANCE ADDENDUM

1. TEXT2DRIVE maintains and requires complete compliance and adherence to the Telephone Consumer Protection Act of December 1991 and effective December 1992 and recently amended by the FCC on July 1, 2015 (the “TCPA”). TEXT2DRIVE’s platform automatically inserts the ‘opt out’ language into any and all automated messages sent from TEXT2DRIVE.


2. Any and all messages sent from the TEXT2DRIVE platform must be ‘transactional’ or ‘informational’ in nature only. Any text message sent from TEXT2DRIVE that contains, even a portion of ‘marketing’ style language or phrases, is in direct violation of the TCPA and the FCC. TEXT2DRIVE will assume absolutely no liability for any messages authored by CUSTOMER, which have not been pre-approved by TEXT2DRIVE’s legal department.


3. Clients or customers of CUSTOMER will receive an approved method to ‘opt out’ of receiving any text message from CUSTOMER. If a client or customer of CUSTOMER replies ‘STOP’ to any text message they may receive from CUSTOMER, that client or customer will electronically be blocked from receiving any additional text messages from CUSTOMER. CUSTOMER shall have real time access to a report that will indicate which clients or customers of CUSTOMER have chosen to ‘opt out’ of receiving text messages from CUSTOMER. TEXT2DRIVE has provided a button within the user interface that allows an employee of CUSTOMER to opt any customer out at any time. The selection is made, the client or customer’s cell number is entered and the OPT OUT button is pressed. This client or customer can no longer receive text messaging from CUSTOMER.


4. TEXT2DRIVE cannot control or manage ‘opt outs’ from clients or customers of CUSTOMER who may request to ‘opt out’ of receiving text messages from CUSTOMER and send that request to CUSTOMER using email, or clients or customers who call CUSTOMER on the telephone and ask to ‘opt out’ or clients or customers who tell a CUSTOMER’s employee to ‘opt’ them out. CUSTOMER shall take full responsibility for clients or customers who request to ‘opt out’ and the failure of any employee of CUSTOMER to engage the mechanism provided by TEXT2DRIVE to ‘opt out’ clients or customers.


5. All templated and/or automated text messages that are authored or created by CUSTOMER shall be submitted to TEXT2DRIVE for written approval via email. TEXT2DRIVE will review the submitted messages and then either make necessary modifications or notify CUSTOMER that the proposed templates or automated messages are in compliance with the TCPA and FCC. Approval by TEXT2DRIVE to CUSTOMER for submitted or proposed text messages shall be provided within forty-eight (48) hours of receipt by TEXT2DRIVE via email. TEXT2DRIVE will not be responsible if any cause of action is initiated by any text recipient of any text message sent by CUSTOMER to any of their customers.


6. CUSTOMER agrees to indemnify, defend and hold harmless TEXT2DRIVE for any claims, causes of action, damages, costs or expenses (including, without limitation, reasonable attorneys’ fees) that are brought against TEXT2DRIVE by any text recipient who receives a ‘marketing, solicitation, or advertising style text message authored by CUSTOMER, or any agent or affiliate of CUSTOMER, and the text message or text messages results in a cause of action being filed against TEXT2DRIVE by that person or any persons who receive marketing, solicitation, or advertising style text message authored by CUSTOMER, or any agent or affiliate of CUSTOMER.


7. CUSTOMER shall include within any and all repair order forms presented to any customer of CUSTOMER the following language:


8. “I consent to the receipt of service updates, reminders, promotions and other information related to my vehicle or any future vehicle I may purchase at [DEALER NAME] via text messaging. This cell phone is my phone. I can opt out from receiving text messages by replying STOP to Opt Out.”


9. If CUSTOMER desires to send a custom text message campaign, either informational text messages or 'marketing/advertising text messages to consumers, then CUSTOMER shall be invoiced twenty cents (20¢) per text message sent to a customer of CUSTOMER.



TEXT2DRIVE will only transmit text messages which are ‘marketing’ or ‘advertising’ in nature if the CUSTOMER can evidence that CUSTOMER has received the legally required written authorizations from customers of CUSTOMER and that those written authorizations demonstrate clearly that those customers of CUSTOMER have agreed to receive marketing type text messages or if CUSTOMER has obtained the required text message ‘double opt-in’ from customers to express their desire to receive text marketing messages.




Text2Drive does not warrant or guarantee that any recipient of CUSTOMER text messages, whether transactional, informational or marketing, will not institute a cause of action naming CUSTOMER as a defendant claiming violations of the Telephone Consumer Protection Act. Text2Drive can only suggest certain procedures and processes which CUSTOMER can put in place to minimize the possibility of any legal action initiated by any text recipient.




TEXT2DRIVE assumes no responsibility and shall be held harmless and totally indemnified if any text message is sent to any recipient by CUSTOMER and is adjudicated to be non-compliant by any legal entity within the United States.





PRIVACY & CONFIDENTIALITY AGREEMENT

This Agreement entered into by and between TEXT2DRIVE and the contracting party, hereinafter referred to as “CUSTOMER,” is for the purpose of maintaining the privacy, security and ownership rights of CUSTOMER’s data and information needed for TEXT2DRIVE to provide its services on behalf of CUSTOMER.




TEXT2DRIVE is very aware of the sensitivity of the data contained within an auto dealership’s DMS system. This data is extremely valuable to CUSTOMER and TEXT2DRIVE will provide a secure and private method of transmitting certain data from the CUSTOMER’s DMS to the TEXT2DRIVE platform. In order to preserve and protect the confidentiality and privacy of any and all of data utilized, TEXT2DRIVE agrees as follows:



1. TEXT2DRIVE requires certain information from CUSTOMER’s DMS to provide its service to CUSTOMER, such as email addresses, cell phone numbers and CUSTOMER’S customer vehicle information. The specific fields required by TEXT2DRIVE are attached hereto and made a part of this agreement. (Exhibit A)


2. TEXT2DRIVE acknowledges that all CUSTOMER information and data is and shall remain the property of CUSTOMER. TEXT2DRIVE obtains no interest, right, title or ownership in CUSTOMER’s data.


3. TEXT2DRIVE shall not use CUSTOMER’s data for any reason other than to provide services to CUSTOMER and shall not disclose or permit access to CUSTOMER’s data without prior written approval by CUSTOMER, unless required by law.


4. TEXT2DRIVE will not sell, transfer, deliver to or make the CUSTOMER’s data available for use by any other party without first obtaining the express written consent of CUSTOMER.


5. TEXT2DRIVE will immediately cease all use of the CUSTOMER data upon CUSTOMER’s written request.


6. As part of its service, TEXT2DRIVE collects phone numbers of prospective buyers that are used to access information via text messaging (SMS).


7. The phone numbers collected by a CUSTOMER’S use of the TEXT2DRIVE shall never be shared or distributed to other users of the TEXT2DRIVE platform.


8. Cell phone numbers, as well as any and all client data and information, shall not be distributed for any reason to anyone other than CUSTOMER, unless required by law.


9. Additionally, any and all information, which is obtained by way of data integration by any third party data aggregator, acting on behalf of TEXT2DRIVE, shall not be disclosed, disseminated or in any way distributed to anyone or any entity other than the CUSTOMER, unless required by law.



This Agreement shall be governed by and interpreted in accordance with the laws of the State of Illinois, excluding any choice-of-law rules that would require the application of the laws of any other jurisdiction.





SPEED CHECKOUT AGREEMENT




This agreement is entered into by and between Text2Drive/Speed CheckOut, referred to herein as ‘SCO,’ and the contracting party, hereinafter referred to as Dealer. The purpose of this agreement is to define services being provided by SCO to Dealer.




Dealer desires to provide Dealer’s customers the ability to pay their bills or invoices in person or online. Text2Drive shall provide Dealer access to Online Bill Pay and in person payment acceptance (VISA, Mastercard, Discover, American Express, Voyager & Wright Express Fleet, Apple Pay & Samsung Pay) through the SCO interface portion of our platform. Through Online Bill Pay, Dealer has the capability to send a text message to a Dealer’s Customer, which will contain a unique internet hyperlink.




Pressing or activating the delivered hyperlink, shall guide the Dealer’s Customer through specific information screens that customers utilize to obtain a copy of the customer’s repair order and ultimately pay their bill online.




The monthly SCO fee is separate and apart from whatever monthly fee Dealer may be paying to Text2Drive for ‘bi-directional’ text messaging; but, shall be due on the same payment schedule as the agreed upon payment due dates contained within the Dealer’s Text2Drive agreement. The first monthly fee shall be billed within thirty (30) days from the signed date of this agreement. The transactional fees shall begin once SCO goes live and shall be billed on the first day of the subsequent month. SCO is only available to Text2Drive customers. A cancellation of the services provided to Dealer by Text2Drive shall require written notice to the other party of its intent not to renew the Agreement at least 30 days prior to the end of the then current term.




SCO makes no representations or warranties of any kind, express or implied, as to the operation of its software or any internet site used for delivery of Products or Services to Dealer, or the information, content, materials, products (including software) or services included on or otherwise made available to Dealer through SCO or any of its Affiliates, unless specified in writing. Dealer expressly agrees that Dealer’s use of SCO is at Dealer’s sole risk. To the full extent permissible by applicable law, SCO disclaims all warranties, express or implied, including; but, not limited to, implied warranties or merchantability and fitness for a particular purpose.




For Bronze subscriptions, dealer must provide SCO a VAR sheet generated by dealer’s Merchant Services Provider within 14 days of the execution of this agreement.




For Silver or Platinum subscriptions, the dealership must complete the provided Merchant Processing Application & Agreement within 14 days of receipt via email. If dealer fails to execute the emailed agreement for either a Silver or Platinum Subscription, the subscription will be transferred to Bronze & billing will begin at the then current Bronze package price.





VOICE AGREEMENT




It is hereby agreed by and between the contracting party, hereinafter referred to as ‘SUBSCRIBER’, and TEXT2DRIVE hereinafter referred to as ‘T2D’ that T2D shall provide SUBSCRIBER the ability to send and receive voice calls and those voice calls will be recorded and stored within the T2D platform for future review.




SUBSCRIBER agrees to the following conditions contained with this T2D Voice/Call Recording Addendum:



1. LIMITATION OF LIABILITY.

a. SUBSCRIBER expressly acknowledges that, in no event shall T2D be liable for any loss or damage resulting from any act, omission or failure of performance by T2D, its employees, agents, or representatives. Further, T2D shall not be liable for computer error, telephone or system failure, or any loss therefrom.




b. SUBSCRIBER expressly agrees to indemnify and hold harmless T2D, its shareholders, directors, officers, employees, agents, representatives, successors and assigns against any liabilities, demands, claims, actions, assessments, losses, costs, damages or expenses, including reasonable attorneys’ fees arising out of any litigation, claim or liability arising from SUBSCRIBER’s use of the T2D services. This provision will survive ten years beyond the termination or cancellation of this Agreement.



2. CALL RECORDING RESPONSIBILITY AND INDEMNIFICATION.



a. T2D services optionally include a “virtual tape recorder” capable of recording certain inbound or outbound telephone calls. As with a physical tape recorder, it is the responsibility of the SUBSCRIBER to understand and comply with the consent regulations involved with call recording. Important: Recorded notification of recording is provided for inbound and outbound calls.




b. Because these regulations are complicated and the penalties for infringement are strict, it is important for the SUBSCRIBER to protect its interests. The federal government, state governments, and the FCC all have different regulations that generally include wiretapping and eavesdropping legislation to determine call recording legality. The most common determinant of legality for all of these entities is the presence of consent.




c. The laws and regulations continually change or are amended. Therefore, it is imperative that the SUBSCRIBER apprise itself of the current status of the applicable law and regulations at all times. For example, at present, approximately twelve (12) states require all parties to a call provide informed consent to the recording, while, in other states, only one party to the call must be aware of the call recording, even if that party is the one conducting the recording. The limit and scope of the consent, and applicable exceptions (including, but not limited to obtaining consent, caller notification, inbound versus outbound calls, conflicting state laws when two or more states are involved, etc.) vary from jurisdiction to jurisdiction.




d. For additional information (without vouching for its accuracy), one can review The Reporters Committee for Freedom of the Press, at www.rcfp.org/taping/states.html.




e. Neither T2D nor any of its officers, directors, employees, or agents shall have any liability to SUBSCRIBER or to any third party for any direct, indirect, incidental, special, punitive or consequential losses or damages, statutory fines or penalties, including, without limitation, emotional or mental distress, loss of or injury to reputation, or compensatory losses, attorneys’ fees, or costs resulting directly or indirectly out of or otherwise arising in connection with any allegation, claim, suit or other proceeding arising from improper call recording, including claims or contentions involving wiretapping, eavesdropping, violation of privacy, injury to reputation, infliction of emotional or mental distress, trespass, invasion, or conspiracy to engage in improper call recording or similarly based charges or causes of action, whether under statutory law, case law, administrative law, or otherwise.

f SUBSCRIBER shall defend (with counsel reasonably acceptable to T2D), indemnify and hold harmless T2D and its officers, directors, employees, agents, contractors, and representatives from and against any and all claims and expenses, including attorneys’ fees, costs, and fines and penalties relating to or arising out of SUBSCRIBER’s recording of inbound or outbound telephone calls.




g. SUBSCRIBER agrees to comply with all “Do Not Call List” Regulations.



3. SUBSCRIBER’S OBLIGATIONS.



a. T2D will not resell SUBSCRIBER’s proprietary information. T2D will not reveal SUBSCRIBER’s data to any third party without the express, written consent of the SUBSCRIBER.




b. SUBSCRIBER hereby agrees to notify present and future employees that their conversations may be recorded. SUBSCRIBER acknowledges that this shall be relied upon by T2D and is essential to the ability of T2D to provide the services set forth herein.




c. SUBSCRIBER is responsible to notify T2D of any change of local area code at subscribing site.




d. If SUBSCRIBER chooses a toll-free target number, T2D is not liable for loss of service.




e. SUBSCRIBER acknowledges that, like all phone numbers, T2D tracking numbers may receive unwanted calls due to misdials, solicitations, or various forms of autodialed “hacking” or “spam” calls. SUBSCRIBER agrees to pay for all calls, regardless of their source or nature.




This addendum is executed in and governed by the laws of Illinois and subject to the venue of Cook County, Illinois. In the event any party brings an action to enforce the terms of this agreement or declare rights hereunder, the non-prevailing party agrees to pay the prevailing party or parties costs and reasonable attorneys’ fees incurred in connection therewith. This printed addendum is the complete and final contract between the parties. No modifications of this addendum are valid unless signed by both T2D and SUBSCRIBER. If any of the provisions or portions of this addendum are held unenforceable or invalid by any court of competent jurisdiction, the validity and enforceability of the remaining provisions, or portions thereof, shall not be affected thereby.





Last Updated 04/18/2022