Privacy Policy

B2B Communication and Texting Policy

Terms and Conditions

Text Messaging Compliance

Master License Agreement (United States)

Master License Agreement (Canada)

Previous Master License Agreements (United States)

Previous Master License Agreements (Canada)

Kaarya, LLC d/b/a myKaarma(R) (“myKaarma”, “We” or “Us”) agrees to provide, and Dealer agrees to obtain, subject to the requirements set forth herein, the items identified on the Product Order Form(s), including any Schedule(s) thereto. The contract between myKaarma and Dealer shall consist of the Product Order Form(s), the Schedule(s), this Master License Agreement, the Terms & Conditions of Use, the API Terms & conditions of Use, if applicable, and any subsequent Product Order Forms or Schedules and addenda, if any (collectively “the Agreement”). The Activation Date for the Agreement shall be the date on which the Products ordered by the Dealer on the Schedule(s) are first activated for the Dealer’s use.

In the event of a dispute concerning the Activation Date then the Parties agree that myKaarma shall be exclusively entitled to establish the Activation Date.

1. License: Subject to the provisions of the Product Order Form, Dealer’s payment of the Fees set forth on the Schedule(s) and the requirements of the Agreement, myKaarma hereby provides Dealer with a limited, non-exclusive, non-transferable, non-sublicensable, and terminable license to access and use, and to have its employees, agents, operatives, representatives and those contractors specifically approved in writing by myKaarma (“Authorized Users”) access and use, the software, hardware, application programming interface (“API”), technology, information, know-how, and documentation specified in the Product Order Form and the applicable Schedule(s) (collectively, the “myKaarma System” hereafter). Dealer agrees that myKaarma may refuse to permit any contractor(s) access to and/or use of the myKaarma system for any reason.  However, myKaarma agrees that it shall not unreasonably withhold such access and/or use from the Dealer’s contractors.  Dealer agrees that myKaarma may exercise its right to restrict access to and/or use of the myKaarma System by Dealer’s contractors at any point in time during the term of this Agreement.  The Parties agree that the myKaarma System necessarily includes any software or hardware on which the myKaarma System operates or which may be made available to the Dealer through its use of the myKaarma System, including without limitation myKaarma’s API and proprietary software.  Dealer may access and use the myKaarma System solely for its internal business operations during the Term.  Authorized Users may use the myKaarma System subject to the provisions of the Terms and Conditions of Use.  The terms of this Agreement shall also apply to: (1) any modules or features that myKaarma subsequently develops or the Dealer subsequently utilizes; (2) any modules or features that augment or enhance the myKaarma System; and (3) any “read-only” services hereafter acquired; and (4) Dealer’s use of myKaarma’s API  Dealer agrees that installing and using the myKaarma System indicates that Dealer has read and accepts the provisions of this agreement and all agreements incorporated by reference herein
2. Internet-based Services/License: Dealer understands and acknowledges that the myKaarma System is made available on a hosted basis over the Internet, that by using the myKaarma System Dealer’s computer systems must send information in a secure manner using SSL over the Internet, and that Dealer consents to such transmission. Dealer and its Authorized Users remain solely responsible to obtain and maintain Internet connectivity and for the acquisition, maintenance, and security of any computer hardware or software required for accessing and using the myKaarma System.  myKaarma may update, enhance, add to, suspend, or otherwise change the features, functionality, and user interface of the myKaarma System from time to time at its sole discretion and without notice.  If myKaarma makes such a change then it is the Dealer’s sole responsibility to obtain the necessary computer hardware or software required for the operation of the myKaarma System.  In order to obtain the functionality of the myKaarma System, Dealer hereby expressly grants a royalty-free license to access and extract data residing on Dealer’s computer systems, including without limitation its local area network, dealer management system, customer relationship management system and/or data archiving system, if any (“Dealer’s computer systems” hereafter).  myKaarma and Dealer understand and agree that the data access and extraction rights granted hereunder are intended to ensure that the myKaarma System performs optimally.  myKaarma and Dealer further understand and agree that these rights are granted for the enhancement and improvement of the myKaarma System.  Subject to the terms of the license granted hereunder, myKaarma understands and agrees that the Dealer reserves all ownership rights in extracted data.  In order to receive the benefits of the myKaarma System, the Dealer warrants and represents that it owns the data residing on the Dealer’s computer systems, has obtained the necessary consent(s) to share the data residing on Dealer’s computer system and is conveying to myKaarma the right to access and extract such data.  Dealer understands and agrees that it shall defend, indemnify and hold myKaarma harmless for any claim(s) arising from or involving Dealer’s failure to obtain the consent(s) required to share its data.  Dealer further understands and agrees that under no circumstances shall myKaarma bear any liability to Dealer or any third party(ies) for accessing or extracting the data residing on Dealer’s computer systems.
3. Restrictions: Dealer’s access to and use of the myKaarma system is licensed, not sold.  This Agreement gives Dealer only limited permission to use the myKaarma System and the intellectual property rights embodied therein.  myKaarma reserves all other rights. Dealers may use the myKaarma System only as expressly permitted in this Agreement. In doing so, the Dealer must comply with any technical limitations in the myKaarma System. Without limiting the foregoing, Dealer understands and agrees that it may not allow any Authorized User or third party to: 

• Workaround any technical limitations in the myKaarma System;
• Reverse engineer, decompile or disassemble the myKaarma System or any part thereof, or otherwise attempt to discover any source code, modify the myKaarma System in any manner or form, or use unauthorized modified versions of the myKaarma System, including (without limitation) for the purpose of building a similar or competitive product or service or for the purpose of obtaining unauthorized access to the myKaarma System;
• Publish the myKaarma System for others to copy or use;
• Rent, lease, lend, or outsource the myKaarma System or make it available on a service bureau or time-share basis;
• Reproduce, duplicate, copy, sell, trade, or resell the myKaarma System for any purpose; or
• “spoof” myKaarma’s identity and/or utilize the myKaarma System (or a derivative or component thereof) through the utilization of a communication tool, e.g., a telephone number and/or email address, registered to and/or employed by myKaarma or the Dealer.

Dealer is expressly prohibited from sublicensing the use of the myKaarma System to any third parties. Dealer shall not take any action to interfere with the myKaarma System or any other user’s use of the myKaarma System or permit a third party to access or utilize the myKaarma system (or a derivative or component thereof), including, without limitation, via means of overloading, “flooding”, “mailbombing” “spoofing” or “crashing” the myKaarma System, or circumvent or disable any security or other technological features or measures of the myKaarma System. Dealer will take reasonable efforts to ensure that the Authorized Users comply with the terms of this Agreement.  Dealer will also help monitor, administer and manage the use of the myKaarma System by Authorized Users, and will be responsible for its Authorized Users’ violations of the terms of this Agreement.  

If MyKaarma believes, in its sole discretion, that Dealer has violated or attempted to violate any term, condition or the spirit of this Agreement, the license afforded Dealer pursuant to this Agreement may be temporarily or permanently revoked, with or without notice to Dealer.

In the event Dealer elects to use myKaarma’s API then, in addition to the foregoing, Dealer shall adhere to these additional restrictions:

1. Dealer must comply with all restrictions set forth in this Agreement, myKaarma’s API Terms & Conditions (https://api.mykaarma.com/terms), and all other documents incorporated by reference herein.
2. In order to use and access the API, Dealer must obtain API credentials (a “Token”) from myKaarma via apisupport@mykaarma.com. Dealer may not share its Token with any third party, shall keep such Token and all login information secure, and shall use the Token as Dealer’s sole means of accessing the API.
3. Dealer shall not, under any circumstances, repackage or license, rent, lease or sell access to or use of the API to third parties that compete with myKaarma’s products or services, or any part thereof.  Dealer shall not use or assist a third party in using the API to circumvent applicable restrictions. Dealer may develop Applications that replicate myKaarma’s products or services for Dealer’s internal business purposes in accordance with this Agreement.
4. Dealer’s Applications shall not use or access the API in order to monitor the availability, performance, or functionality of myKaarma’s products or services or for any similar benchmarking purposes.
5. Dealer shall not use the API in any manner that does or could potentially undermine the security of the API or data or information stored or transmitted using the API.  Dealer shall not attempt to: (a) interfere with, modify or disable any features, functionality or security controls of the API, (b) defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms for the API, or (c) reverse engineer, decompile, disassemble or derive source code, underlying ideas, algorithms, structure or organizational form from the API.
6. Dealer acknowledges that Dealer is solely responsible, and that myKaarma has no responsibility or liability of any kind, for the content, development, operation, support or maintenance of Dealer’s Applications. Without limiting the foregoing, Dealer will be solely responsible for (a) the technical installation and operation of its Applications; (b) creating and displaying information and content on, through or within its Applications; (c) ensuring that its Applications do not violate or infringe the Intellectual Property Rights of any third party; (d) ensuring that Applications are not offensive, profane, obscene, libelous or otherwise illegal; (e) ensuring that its Applications do not contain or introduce Malicious Software into the API, any data accessed through the API or stored within the API; (f) ensuring that its Applications are not designed to or utilized for the purpose of spamming any myKaarma client, subscriber, Agents or End-Users; and (g) ensuring that its Applications do not violate any applicable law or third party right.
7. Dealer will respect and comply with the technical and policy-implemented limitations of the API and the restrictions of this Agreement in designing and implementing Applications. Without limiting the foregoing, Dealer shall not violate any explicit rate limitations on calling or otherwise utilizing an API.
8. Dealer shall not make any modifications to any data accessed through the API, other than as reasonably necessary to modify the formatting of such data in order to display it in a manner appropriate for the pertinent Applications. Dealer shall not take any action to interfere with the operation of the API or other Dealers use of the API.  

In the course of using the myKaarma System, the Dealer will transmit data about its customers, including without limitation names, addresses, email addresses, and transaction data (“Customer Data”), to servers and networks owned and/or operated by or on behalf of myKaarma.

myKaarma is committed to protecting the security of Customer Data and other data transmitted by Dealer. myKaarma acknowledges that the Dealer is subject to the requirements of the Gramm-Leach-Bliley Act of 1999 and its implementing regulations (collectively “the Safeguards Rule”). myKaarma and its designated 3rd party providers and affiliates shall comply with all applicable laws, rules, and regulations, whether federal or state, in relation to its handling, processing, storage and use of Dealer’s and/or Customer Data entered into, collected, received or stored via the myKaarma System. myKaarma shall take commercially reasonable physical, electronic, and procedural safeguards to protect the confidentiality of Customer Data and to prevent unauthorized access, loss, and use of such data. Dealer acknowledges and agrees that it is solely responsible for its own compliance with the Safeguards Rule and that no provision of this agreement is intended to constitute a guarantee or representation that myKaarma and/or the myKaarma System will bring Dealer into compliance with the Safeguards Rule. At all times, the Dealer maintains the responsibility to comply with the Safeguards Rule with respect to its computing devices and its facilities.

Dealer acknowledges and agrees that it is Dealer’s sole responsibility to protect the security of its and its employees’ access credentials to the myKaarma System. Access Credentials should not be shared. On a shared computer, users should always log out to prevent unauthorized access to Customer Data.

myKaarma agrees that it will not distribute, share, disclose, or use Customer Data for any reason without the prior written consent of the Dealer, except to: (1) ensure the proper functioning of the myKaarma System; or (2) improve the current and future functionality of the myKaarma System (3) provide insights that are actionable to Dealer.

In addition to the foregoing, Dealer authorizes myKaarma to share Customer Data and Analyses (as defined herein and pertaining to the Dealer’s operations) with the Original Equipment Manufacturer(s) (“OEM”) who have issued a franchise agreement(s) to Dealer. In addition, Dealer authorizes myKaarma to share Customer Data and Analyses with Dealer’s parent, subsidiary and affiliated corporations. In exchange for myKaarma’s provision of Customer Data and/or Analyses to an OEM or Dealer’s parent, subsidiary and affiliated corporations, Dealer agrees to indemnify, defend and hold myKaarma harmless from and against any and all Losses arising out of the provision of Customer Data and/or Analyses. For the purposes of this Agreement, the term “Losses” shall mean any and all losses, damages, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of any kind, including attorney’s fees and/or the cost of enforcing myKaarma’s right to indemnity.

As between myKaarma and Dealer, Dealer shall own all such Customer Data, including any reports or compilations thereof. Dealer agrees that myKaarma shall have the right to analyze, manipulate and retain Customer Data, in anonymous, de-identified, and/or aggregate form, and that myKaarma shall have the right to analyze, manipulate and retain any reports, compilations, or analyses that it creates (collectively “Analyses”). Nothing in this Agreement shall grant or transfer to Dealer any right, title, license, or interest to any works (including software, algorithms, data structures, and schema used to analyze and manipulate data) that belonged to myKaarma prior to the date of this Agreement or that myKaarma creates during the term of this Agreement. Dealer acknowledges and agrees that myKaarma shall have sole and exclusive ownership of such works and all Analyses, provided the data has been de-identified. During the term of this Agreement, myKaarma shall have the right to use Customer Data to improve the design, functionality, and performance of the myKaarma System, including, from time to time, to survey the opinions of Dealer’s customers regarding myKaarma’s services and their preferences.

1. Confidential Information:

1. The parties agree that during the course of performance under this Agreement, each party may disclose to the other party certain technical and/or non-technical information, which is either (i) marked confidential, restricted, or proprietary by the disclosing party or (ii) is treated as confidential by disclosing party owner and would reasonably be understood to be confidential, whether or not so marked of such disclosing party (collectively, the “Confidential Information”).  The myKaarma System, the software and technology underlying it, the pricing information, the Product Order Forms, the Schedule(s), and this Master License Agreement, the Terms & Conditions of Use, and any addenda shall be deemed Confidential Information of myKaarma.  Customer Data and individually identifiable transaction data shall be deemed Confidential Information of Dealer. Notwithstanding any other provision of this Agreement, Confidential Information does not include information, technical data or know-how that (i) is in the possession of the receiving party at the time of disclosure as shown by the receiving party’s files and records immediately prior to the time of disclosure; or (ii) prior or after the time of disclosure becomes part of the public knowledge or literature, not as a result of any inaction or action of the receiving party, or (iii) is approved for release by the disclosing party, or (iv) is independently developed by the receiving party without the use of any Confidential Information of the disclosing party
2. myKaarma is committed to protecting the privacy of the personal information stored by Dealer’s computer systems.  myKaarma’s policies and procedures are designed to protect the security and confidentiality of such personal information.  myKaarma uses good faith efforts to keep its policies and procedures up to date with developments in technology and in the applicable law.

2. Non-Disclosure and Non-Use of Confidential Information: Each of the parties agrees not to use the Confidential Information disclosed to it by the other party except as expressly permitted by this Agreement or as necessary for the performance of its obligations under this Agreement.  Except as set forth herein, neither party may disclose the Confidential Information of the other party to third parties without the written permission of the other.  Each party agrees that it will avoid the disclosure of Confidential Information of the other party and prevent it from falling into the public domain or the possession of unauthorized persons.  Each party agrees to promptly notify the other in writing if it learns of any misuse or misappropriation of Confidential Information of the other party.  This provision shall survive the termination of this Agreement.
3. Publicity: 

1. Neither party may make any public statement regarding the relationship arising out of or contemplated by this Agreement without the other’s prior written approval.
2. Dealer understands and acknowledges that the transmission of data or information (including communications by email) over the Internet or other publicly accessible networks cannot be guaranteed to be secure and is subject to possible loss, interception, or alteration while in transit. myKaarma shall be obligated to take commercially reasonable measures to protect the security of the myKaarma System and data transmitted or stored through it.  Because no system can be 100% secure, myKaarma does not guarantee that the myKaarma system or data stored or transmitted through it will not be accessed by unauthorized third parties and it disclaims all warranties regarding the security of the myKaarma system.

1. Compliance: It shall be the responsibility of Dealer and any of its third-party vendors and affiliates (with the exception of myKaarma whose responsibility is limited as stated in this subsection) to comply with all applicable laws and regulations, including those that apply to communicating with Dealer’s customers or other third parties through any medium, including but not limited to the Telephone Consumer Protection Act, the Telemarketing and Consumer Fraud and Abuse Prevention Act, the Telemarketing Sales Rule, the Do-Not-Call Implementation Act, the Controlling the Assault on Non-Solicited Pornography and Marketing Act (CAN-SPAM), and their respective federal implementing regulations, and applicable state laws and regulations.  Dealer accepts the ultimate responsibility to direct, control and initiate any and all communications using the myKaarma System and any resulting liability for any communications sent utilizing the myKaarma System as stated below.  Notwithstanding the foregoing, myKaarma  shall be responsible for all  automated system messages where such messages are: (1) originated by myKaarma; and (2)  have not been modified in any way by the Dealer or its third-party vendors and affiliates.
2. Content: Dealer understands and agrees that it has the sole responsibility and liability for the content of all communications sent by Dealer or on behalf of Dealer through or utilizing the myKaarma System.  Dealer further understands and agrees that it has sole responsibility and liability for the content of all communications sent by Dealer through any third party system(s).  Dealer agrees that it has the sole responsibility and liability for the use of any tools, utilities, or systems developed by myKaarma to facilitate communications from Dealer to one or more customers, individuals, or businesses including obtaining and maintaining records of any consent or opt-in necessary for compliance with any and all regulations governing the communication. Dealer shall, at all times, be responsible to obtain written consent, when required by law, from its customers or other third parties, including before sending via text or email or phone calls to customers or other third-party communications that include advertising or telemarketing, including but not limited to “Buy Now – Pay Later” offers, financing offers or other promotions. Dealer further agrees that nothing in this Agreement requires myKaarma to obtain or maintain consent from Dealer’s customers or third party recipients of communications sent via the myKaarma System or any third party application/system.
3. Accuracy: Dealer understands and agrees that it has the sole responsibility and liability for the accuracy of the contact information for all recipients contacted through or by utilization of the myKaarma System, including contact information obtained from the Dealer’s dealership management system by the myKaarma system. Dealer understands and agrees that although the myKaarma system provides tools and utilities for recognizing customer or communication consent revocations or opt-outs, Dealer has the sole responsibility and liability for recognizing and honoring a consent revocation or opt-out to receive further communications.
4. Indemnification: Dealer agrees to indemnify, defend and hold harmless myKaarma, including its affiliates, directors, officers, employees and agents, for any claims alleged against Dealer, myKaarma, or any third party affiliated with Dealer  for any loss, claim, penalty, damage, or expense (including reasonable attorneys’ fees and costs) of any kind or nature in connection with, related to or arising out of (i) use by Dealer, including, but not limited to, via its Authorized Users, or on Dealer’s behalf of the myKaarma System, including, without limitation, processing of Customer Data or (ii) any and all communications, including without limitation, any notice or message, sent by Dealer or on Dealer’s behalf through or utilizing the myKaarma System (or a derivative or component thereof), including, but not limited to, claims. brought under the Telephone Consumer Protection Act (TCPA), the Telemarketing and Consumer Fraud and Abuse Prevention Act, the Telemarketing Sales Rule, the Do-Not-Call Implementation Act, the Controlling the Assault on Non-Solicited Pornography and Marketing Act (CAN-SPAM), and their respective federal implementing regulations, and applicable state laws and regulations, as well as any other applicable law governing communications.    

1. Fees: Dealer shall pay the fees as set forth in the Product Order Form and Schedule(s) (the “Fees”). In the event myKaarma voids the Agreement under the conditions set by the Product Order Form pertaining to the installation of the myKaarma System then Dealer shall not be entitled to any form of refund for fees previously paid.
2. Non-Electronic Invoices / Non-Payment: If Dealer requires non-electronic invoices, myKaarma will provide that service for an additional monthly fee of $100.  In the event of any nonpayment, Dealer will reimburse all costs or expenses (including, but not limited to, reasonable attorneys’ fees and costs) that myKaarma incurs in collecting any amount that is not paid when due.
3. Taxes: The Fees do not include any taxes that may be applicable. Dealer assumes the obligation for and shall pay when due all present and future taxes, excluding any taxes on or measured by myKaarma’s net income.  Notwithstanding the foregoing, if myKaarma is required to pay any tax or other charge that is Dealer’s obligation, Dealer shall reimburse myKaarma promptly upon myKaarma’s demand.
4. Billing Disputes: In the event that Dealer in good faith disputes the Fees then Dealer shall promptly notify myKaarma in writing of the amounts in dispute and the reasons for the dispute.  Thereafter, Dealer shall work in good faith with myKaarma to resolve the dispute promptly.  Notwithstanding any such dispute, Dealer shall timely pay all undisputed amounts.  If no disputes are so identified within thirty (30) days of the date of the invoice then the invoice shall be final and conclusive.  In the event a billing dispute cannot be resolved within thirty (30) days then Dealer shall be obligated to pay the full amount of the invoice provided that Dealer may seek to recover the disputed amount pursuant to the dispute resolution procedures set forth herein.
5. Default: If Dealer fails to pay any amount of money due hereunder, or defaults in the performance of the other obligations set forth herein, or becomes insolvent or is the subject of a bankruptcy proceeding as a debtor or have the majority of its assets become subject to levy, seizure, assignment by a creditor or a governmental agency then myKaarma may, upon thirty (30) days written notice, terminate this agreement, declare all amounts due hereunder to be immediately due and owing and cease performance of this agreement.  In the event myKaarma is forced to terminate this agreement then Dealer agrees to reimburse myKaarma for any and all expenses myKaarma incurs in declaring a termination and obtaining a recovery, to include reasonable attorneys’ fees, arbitration costs and/or costs of court.
6. Service Charge / Interest: Dealer agrees to pay a 3% per month service charge on the balance owed on any overdue invoice.  In the event it becomes necessary for myKaarma  to invoke the Dispute Resolution procedures set forth herein to collect payment of an overdue invoice(s) then Dealer agrees to pay and myKaarma shall be entitled to seek all costs and expenses incurred in connection with myKaarma’s collection efforts, including but not limited to court and arbitration costs, filing and service fees, attorneys’ fees, paralegal fees, and expert fees and interest at the rate of eighteen percent (18%) per annum or at the maximum rate allowed by law, whichever is less.

myKaarma is PCI compliant, and it uses its best efforts to achieve, demonstrate, and maintain Payment Card Industry (“PCI”) compliance throughout the annual validation/assessment cycle and across all systems and processes.

Dealer shall be responsible for establishing and maintaining compliance with PCI data security standards and for otherwise ensuring the security of customer financial information from access by unauthorized persons, including without limitation ensuring that credit card swipers are protected from tampering.  Dealer agrees to protect and maintain all payment and PIN devices purchased or otherwise obtained from myKaarma in accordance with the merchant Payment Card Industry (PCI) requirements, and according to guidelines and reference materials provided by myKaarma (link to document – https://goo.gl/8J9li9), in support of the dealership compliance and security.  Dealer also agrees to perform periodic inspections based on the document link provided above (at a minimum quarterly) of the payment devices for tampering and to check that the serial numbers of the devices match those provided to Dealer. Suspected tampering or otherwise failed inspections need to be reported to myKaarma.  Dealer, and not myKaarma, shall be liable for any losses that result from failure to maintain such security.  In addition, Dealer will not knowingly introduce (or allow to be introduced by dealer’s employees, vendors, affiliates, or contractors), and will take reasonable steps to prevent the introduction of a computer virus, malicious software code or other harmful components into the myKaarma’s System in connection with this Agreement.  Dealer agrees that it will defend, indemnify, and hold myKaarma harmless against any loss, claim, damage, or expense (including reasonable attorneys’ fees and costs) that arises from or relates to Dealer’s breach of its obligations under this section.  

Dealer acknowledges and agrees that myKaarma owns and shall own, solely and exclusively, all rights, title, and interest in and to the myKaarma System and all software, hardware, technology, information, know-how and documentation used in providing the myKaarma System to Dealer, to include all of the intellectual property embodied therein, as well as any Confidential Information of myKaarma (collectively, the “myKaarma Technology”).  Dealer understands that the myKaarma Technology is protected by patent, copyright, trademark, and/or trade secret laws of the United States and their foreign equivalents.  Except as expressly provided in this Agreement, the license granted to Dealer does not convey any rights in the myKaarma Technology, express or implied, or ownership in the myKaarma Technology or any intellectual property rights thereto.  Any rights not expressly granted herein are reserved by myKaarma.

EXCEPT AS EXPRESSLY STATED HEREIN, THE MYKAARMA SYSTEM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, OR ANY WARRANTIES ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR TRADE USAGE.  MYKAARMA DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.

WITHOUT LIMITING THE FOREGOING, MYKAARMA MAKES NO WARRANTIES THAT THE OPERATION OF THE SERVICE OR ACCESS TO THE MYKAARMA SYSTEM WILL BE UNINTERRUPTED OR ERROR-FREE OR REGARDING THE SECURITY, ACCURACY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE MYKAARMA SYSTEM.  MYKAARMA MAKES NO WARRANTY ABOUT THE SUITABILITY OF THE MYKAARMA SYSTEM OR CONTENT FOR ANY PURPOSE AND DOES NOT WARRANT THAT THE MYKAARMA SYSTEM WILL MEET DEALER’s REQUIREMENTS.

MYKAARMA EXPRESSLY DISCLAIMS THAT USE OF THE MYKAARMA SYSTEM WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATION OR WILL ASSIST WITH, GUARANTEE OR OTHERWISE ENSURE COMPLIANCE WITH ANY STATE, FEDERAL OR INTERNATIONAL LAW OR REGULATION.  DEALER UNDERSTANDS AND AGREES THAT IT IS SOLELY RESPONSIBLE FOR ENSURING THAT ITS USE OF THE MYKAARMA SYSTEM IS IN ACCORDANCE WITH APPLICABLE LAW.

NEITHER MYKAARMA NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THE MYKAARMA SYSTEM SHALL BE LIABLE, IN ANY CIRCUMSTANCES OR UNDER ANY THEORY, FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE (WHETHER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE MYKAARMA SYSTEM) EVEN IF MYKAARMA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

HARDWARE PURCHASED FROM MYKAARMA IS WARRANTED AGAINST MANUFACTURER’S DEFECTS BY MYKAARMA FOR ONE YEAR FROM THE DATE OF PURCHASE.

Dealer acknowledges and accepts the risks related to the use of the myKaarma System including delays, bugs and lapses in Internet connectivity and that delivery of content or data may be slow, interrupted, and subject to failures and/or crashes.

MYKAARMA’S SOLE LIABILITY UNDER THIS AGREEMENT AND DEALER’S SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AGGREGATE AMOUNT DEALER PAID FOR ACCESS TO AND USE OF THE MYKAARMA SYSTEM DURING THE SIX-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THAT MYKAARMA RECEIVES NOTICE OF A CLAIM BY DEALER.  THE PARTIES AGREE THAT THIS LIMITATION REPRESENTS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE PARTIES’ BARGAIN, A REASONABLE ALLOCATION OF THE RISK UNDER THIS AGREEMENT, AND THAT BUT FOR THIS LIMITATION OF LIABILITY MYKAARMA WOULD NOT PROVIDE DEALER WITH A LICENSE TO USE THE MYKAARMA SYSTEM.

NEITHER MYKAARMA NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THE MYKAARMA SYSTEM SHALL BE LIABLE, IN ANY CIRCUMSTANCES OR UNDER ANY THEORY, FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE (WHETHER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE MYKAARMA SYSTEM) EVEN IF MYKAARMA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

LIMITATIONS ON CELLULAR AND GPS TECHNOLOGIES: THE MYKAARMA FLEET SOFTWARE, WHICH IS POWERED BY EMBEDDED LOGITRAC SOFTWARE, RELIES ON CELLULAR AND GPS TECHNOLOGIES. THESE SYSTEMS ARE LIMITED BY AVAILABLE TECHNOLOGY AND MAY NOT BE USABLE FROM TIME TO TIME DUE TO FACTORS INCLUDING BUT NOT LIMITED TO SYSTEM OUTAGES, LIMITED CELLULAR OR GPS COVERAGE, DEVICE MALFUNCTIONS, AND POWER OUTAGES. MYKAARMA IS NOT RESPONSIBLE FOR SYSTEM FAILURES, INTERRUPTIONS, OR INABILITY TO USE THE MYKAARMA FLEET SOFTWARE DUE TO THESE LIMITATIONS.

GPS DEVICE USAGE:  THE MYKAARMA FLEET SOFTWARE INCLUDES GPS DEVICE FUNCTIONALITY. DEALER ACKNOWLEDGES THAT USE OF GPS DEVICES IS SUBJECT TO SPECIFIC TERMS AND LIMITATIONS. DEALER IS RESPONSIBLE FOR ENSURING COMPLIANCE WITH ALL APPLICABLE LAWS AND REGULATIONS REGARDING GPS DEVICE USAGE.

The Parties to this Agreement shall mutually defend, hold harmless and indemnify each other (their affiliates, directors, officers, employees, agents and shareholders), against all loss, damage, claims, liabilities, costs, and expenses (including but not limited to reasonable attorneys’ fees) arising out of a judgment rendered by a court of competent jurisdiction obtained by a third-party related to a breach or violation of any provision, obligation or duty under this Agreement or under applicable law.  In addition to the foregoing, Dealer agrees that it shall defend, indemnify, and hold myKaarma harmless from and against any judgment rendered by a court of competent jurisdiction (including reasonable attorneys’ fees and costs awarded therein) arising from or relating to Dealer’s violation of any of the terms and conditions of this Agreement,  or from Dealer’s use or misuse of the myKaarma System.  Further, myKaarma shall defend, hold harmless and indemnify Dealer (its affiliates,  directors,  officers,  employees,  agents, and shareholders),  against all loss, damage claims, liabilities, costs, and expenses (including but not limited to reasonable attorneys’ fees) arising out of a judgment from a court of competent jurisdiction that the myKaarma System or related services and/or software supporting the myKaarma System and services infringes any intellectual property rights of any third party in the United States (“IP Claim”). In the event a Party seeks indemnity then such party shall notify the other of the legal action for which indemnification is sought.  Such notice shall be provided not later than twelve (12) months before the rendition of the judgment.  The failure to give such notice shall relieve the indemnifying party of its obligations hereunder because the indemnifying party shall be deemed to have been materially prejudiced by the failure to give notice.  In the event that a third-party claim is brought and notice is provided then the indemnifying party shall have the right and option to undertake and control (at its expense) the defense of such action with counsel of its choice; provided, however, that the party seeking indemnity may, at its own expense, participate and appear on an equal footing with the indemnifying party in the defense of any such third party claim.  The obligation to provide indemnity by either party shall be activated only after receipt of the written notice set forth herein and the rendition of a judgment of competent jurisdiction against the party seeking indemnity.  The party responsible for providing indemnity shall be required to provide such indemnity unless its indemnity obligation is terminated in accordance with the Dispute Resolution procedures set forth herein.  

Dealer agrees that it shall use the myKaarma System only for lawful purposes and in accordance with this Agreement.  Without limiting the preceding sentence, Dealer agrees that it shall not use the myKaarma System, and shall not permit or allow any Authorized User to use the myKaarma System:

• In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
• For activities that are unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, tortious, obscene, offensive, profane, or invasive of another’s privacy.
• To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter”, “spoof” solicitation and/or communication or “spam” or any other similar solicitation.
• In a manner that violated myKaarma’s Terms & Conditions of Use.  

Additionally, Dealer agrees that it shall not:

• Use the myKaarma System in any manner that could disable, overburden, damage, or impair it or interfere with any other party’s use of the myKaarma System, including their ability to engage in real-time activities through the myKaarma System (including, without limitation, through a denial-of-service attack or a distributed denial-of-service attack.)
• Use any robot, spider or other automatic devices, process, or means to access the myKaarma System for any purpose, including monitoring or copying any of the information or content on the myKaarma System.
• Authorize and/or give access to a third party to the myKaarma System for the purpose of replicating, impersonating and/or “spoofing” myKaarma or perpetrating a “spoof” upon Dealer’s clientele and/or the general public.
• Use any manual process to monitor or copy any of the information or content on the myKaarma System or for any other unauthorized purpose without our prior written consent.
• Use any device, software, or routine that interferes with the proper working of the myKaarma System.
• Introduce any viruses, Trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the myKaarma System, the server on which the myKaarma System is hosted, or any server, computer or database connected to the myKaarma System.
• Otherwise, interfere or attempt to interfere with the proper working of the myKaarma System.

Neither party shall be held liable for any delay or failure in performance of its obligations under this Agreement (other than the payment of any amounts due) that results directly from any cause beyond its reasonable control and without its fault or negligence, including, but not limited to, acts of God, acts of civil or military authority, epidemics, terrorist acts, riots, insurrections, fires, explosions, nuclear accidents, power blackouts affecting facilities, unusually severe weather conditions, inability to secure products or services of other persons or transportation facilities, acts or omissions of transportation carriers, or delays associated with visa, immigration and/or custom problems, unavailability of or interruption or delay in telecommunications or third party services (including wireless services), virus attacks or hackers, failure of third party software (a “Force Majeure Event”).  The parties agree that the party whose performance is affected shall use commercially reasonable efforts to minimize the delay caused by the Force Majeure Event and recommence the affected performance.  If the period of non-performance exceeds sixty (60) days from the receipt of notice of the Force Majeure Event, the Party whose performance has not been so affected may, by giving written notice, terminate this Agreement without any further liability.

1. The Term of the Agreement shall be as set forth in the Product Order Form(s).  Non-subscription items are licensed and/or purchased on a one-time only basis.  Dealer and myKaarma understand and agree that this Agreement shall be signed electronically under the provisions of the Electronic Signatures in Global and National Commerce Act (“ESIGN Act”), 15 USC 96, et seq.  Dealer and myKaarma hereby affirm that they intend to conduct business electronically and each party consents to the use of electronic signatures.  Dealer represents and warrants that this Agreement shall be signed by an authorized representative of Dealer who has the authority to bind the Dealer to the terms of set forth herein.    
2. The Agreement may be terminated as follows: (i) If the Agreement reverts to a month-to-month term, either Party may terminate the Agreement for any reason or no reason upon sixty (60) days’ written notice; (ii) if either Party materially breaches any of the terms or conditions of this Agreement, including but not limited to the payment of any Fees, then the non-breaching party may terminate this Agreement by giving written notice to the defaulting party identifying the breach; if the default is not cured within thirty (30) days (or ten (10) days if the breach is non-payment of Fees), then the Agreement will be terminated upon written notice; (iii) without notice, (a) if insolvency, receivership, or bankruptcy proceedings or any other proceedings for the settlement of Dealer’s debts, are initiated by or against Dealer; (b) if Dealer makes an assignment for the benefit of creditors, or (c) if Dealer dissolves, sells all or a partial interest in the operating dealership entity or otherwise ceases to do business  Immediately upon any termination, all licenses granted under this Agreement shall terminate.
3. Effect of termination.  Immediately upon any termination, all licenses granted under this Agreement shall terminate. Sections 1.c., 2, 3, 6, 7, 8, 9, 10, 12, 13, 15, and 16 and all payment obligations shall survive the expiration or termination of this Agreement for any reason.  Upon termination, Dealer shall lose access to the myKaarma system and transaction history made available therein. Dealer may maintain access to the transaction history for a monthly access fee of $200. If Dealer does not opt to maintain access and requests access to the transaction history then a $500 connection fee will be charged in addition to the monthly access fee.
4. Leased equipment must be returned if replaced. Any leased equipment not returned within 30 days of cancellation notice is subject to a fee of $300 per device.

myKaarma is committed to assisting Dealer in the operation and maintenance of the myKaarma System.  Dealer understands and agrees that it is primarily responsible for the operation of the myKaarma System and agrees to appoint a System Administrator to monitor the operations of the myKaarma System. myKaarma will provide consulting support services to Dealer and/or Dealer’s System Administrator in the use and operation of the myKaarma System via telephone or other acceptable modes of communication, e.g., email.  myKaarma may provide improvements, enhancements and updates to the myKaarma System on an occasional basis. myKaarma shall assist Dealer in implementing such improvements, enhancements and updates. myKaarma’s support obligations shall terminate when: (1) Dealer fails to timely remit payments due under this agreement; (2) this agreement is terminated, or (3) Dealer is declared to be in breach of this agreement by myKaarma.  

This Agreement shall be governed by and interpreted in accordance with the laws of the State of California without regard to its conflict of law rules. Any dispute or claim arising out of or relating to this Agreement, or its performance or the breach, shall be settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.  The arbitration hearing shall take place in the City of Los Angeles, California before a single arbitrator.  Within thirty (30) days after the close of evidence, the arbitrator shall deliver a written, reasoned award.  The arbitrator is authorized to award reasonable attorneys’ fees and costs to the prevailing party based upon the laws in effect in the State of California at the time the arbitration proceeding is commenced.  In the event a Party commences litigation or invokes arbitration to interpret or enforce the provisions of this Agreement then the prevailing party shall be entitled to recover all costs and expenses associated with the proceeding, including arbitrator compensation, attorneys’ fees, and expert witness compensation which were reasonably incurred in such litigation or arbitration.  In the event of a dispute concerning the amounts owed by Dealer or the obligation to provide indemnity then the arbitrator shall have no more than one hundred and eighty (180) days from the date of his appointment to issue a reasoned award on the financial and/or indemnity obligation(s) owed under this Agreement.  

1. Notices: Any notices required or permitted to be given hereunder shall be given in writing and shall be delivered (i) in person and notice shall be effective upon delivery; (ii) by certified mail, postage prepaid, return receipt requested and notice shall be effective upon delivery or attempted delivery; (iii) by email and notice shall be effective when email is delivered, (iv) by facsimile and notice shall be effective upon delivery as evidenced by sender’s confirmation receipt, or (v) by a commercial overnight courier that guarantees next day delivery and provides a receipt, and notice shall be effective upon delivery or attempted delivery.  All such notices referenced above shall be sent to the address set forth on the Product Order Form or to such other addresses as any party may from time to time specify in writing to the other party.
2. Relationship of the parties: It is the parties’ intention that myKaarma and Dealer shall be independent contractors under the Agreement. The Agreement shall not be construed as a partnership or joint venture between the parties, and neither will be liable for any obligations incurred by the other party, including but not limited to any contract or agreement of employment.  Except upon the prior written consent of the other party, neither party will have any authority to bind or commit the other party in any manner.  Neither party will represent to any person that it is an agent, officer or employee of the other party or, except as provided in the preceding sentence, that it is otherwise authorized to bind the other party to any transaction.
3. Legal Capacity: Each party hereby represents and warrants to the other that (i) it has the right, power and capacity to enter into this Agreement and to fully perform all its obligations hereunder; (ii) the individual signing this Agreement has been duly authorized to do so on behalf of each respective party; (iii) upon execution of the Agreement each party will be fully bound by the terms; and (iv) the making of this Agreement does not violate any agreement existing between such party and any third party.
4. Assignability: This Agreement shall inure to benefit and bind the parties hereto, their successors and assigns, but neither party may assign this Agreement without written consent of the other, which consent shall not be unreasonably withheld. Any assignment in violation of this section is void and of no effect.
5. Entire Agreement/Amendments: This Agreement (including the Product Order Form, Schedule(s), the MLA, the Terms and Conditions of Use and the Addenda, if any) represents the entire agreement of the parties and supersedes any prior discussions, understandings, or agreements relating to the myKaarma System.  No term or condition of this Agreement shall be deemed waived unless such waiver is in writing signed by the party to be charged.  myKaarma may amend the provisions of this Agreement and Dealer shall accept myKaarma’s amendment(s) by continuing to use the myKaarma system. If any provision of this Agreement is held invalid, such ruling shall not affect the remainder of this Agreement, which shall be deemed to remain in full force and effect. By continuing to use myKaarma platform after these Terms have changed, you indicate your acceptance of and agreement to be bound by the revised Terms. If you do not accept and agree to the changes set forth in the most recent version of the MLA, you should object to them in writing and stop using or logging in to the platform.
6. Severability: Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective, valid and enforceable under applicable law, but if any provision of this Agreement shall be prohibited by, or invalid or unenforceable under, applicable law, then (a) the Parties agree that they will amend such provisions by the minimal amount necessary to bring such provisions within the ambit of enforceability, and (b) the court pr presiding arbitrator may, at the request of either Party, revise, reform or reconstruct such provisions in a manner sufficient to cause them to be enforceable.  In no event shall any prohibition against, or the invalidity or unenforceability of, any provision hereof affect the validity or enforceability of any other provision hereof.
7. No Assignment or Delegation: Dealer may not assign any of its rights or delegate any of its obligations hereunder without the prior written consent of myKaarma.
8. Attorney’s Fees and Costs: If either party brings a legal action to enforce or interpret this Agreement, or because of a dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement then the successful or prevailing Party shall be entitled to recover reasonable attorney’s fees and other costs incurred in such action or proceeding, in addition to any remedies to which the prevailing party may be entitled at law or equity.
9. Section Headings: Section headings used in this Agreement are for reference purposes only and shall not affect in any manner the meaning or interpretation of this Agreement.
10. Multiple Counterparts: This Agreement may be executed in multiple counterparts, each of which shall be an original, and all of which together shall constitute but one and the same instrument.  Dealer acknowledges by Dealer’s signature on the Product Order Form he/she has read this Agreement in its entirety and has received a fully executed, duplicate original.
11. Legal Compliance: At all times, Dealer shall be responsible for compliance with all laws and regulations which are applicable to Dealer use of the myKaarma System including, but not limited to, the Gramm-Leach-Bliley Act and Safeguards Rule. myKaarma shall not have any obligation to advise Dealer of its responsibilities in complying with such laws or governmental regulations).
12. Use of Additional Products/Services: In the Event Dealer licenses additional products and/or services from myKaarma then Dealer shall execute the applicable Product Order Form and Schedule(s).  All additional products and/or services obtained from myKaarma (including “read only” products and services), shall be subject to the requirements of this Agreement.
13. Use at Additional Dealer Locations: In the event Dealer wishes to use the myKaarma System at a location(s) which is not identified on the Product Order Form then Dealer shall execute a Product Order Form and applicable Schedule(s) for such additional location(s).  Additional location(s) shall be subject to the requirements of this Agreement.
14. English Language: The parties confirm that it is their wish that this Agreement, as well as other related documents, including notices, have been and shall be drawn in English only.  Les parties aux présentes confirment leur volonté que cette convention de même que tous les documents s’y rattachant, y compris tous avis, soient rédigés en anglais seulement.
15. NOTICE TO NORTH CAROLINA DEALERS: THIS AGREEMENT RELATES TO THE TRANSFER AND ACCESSING OF CONFIDENTIAL INFORMATION AND CONSUMER RELATED DATA.

myKaarma makes its API available to the Dealer at an additional cost.  Dealer may elect to use (or not use) myKaarma’s API. In the event Dealer elects to use myKaarma’s API then, in all matters pertaining to myKaarma’s API, Dealer agrees to the following additional terms and conditions.

1. Definitions: As they pertain to Dealer’s access and use of myKaarma’s API, the following terms shall have the following meanings:

1. “API” means an API and any accompanying or related documentation, source code, SDKs, executable applications and other materials made available by myKaarma to Dealer for its use.
2. “Dealer’s Applications” means the software services or applications developed by Dealer that: (1) utilize or interact with the API; and/or (2) are licensed for use by Dealer or its end- users.
3. “Intellectual Property Rights” means patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights.
4. “Internal Use” means the use of the Dealer’s use of the API for its internal business operations.
5. “API Terms & Conditions” means the terms and conditions found at https://api.mykaarma.com/terms.

2. API License: myKaarma grants to Dealer a non-exclusive, non-transferable, non-sublicensable, USA-wide, revocable license during the term of this Agreement to access, use and make data calls through myKaarma’s API for the development of Dealer’s Applications.  Dealer may access and use the API for the purpose of its legitimate business operations. In exchange for this limited, revocable license, Dealer hereby grants to myKaarma, a royalty-free, fully paid-up, USA-wide, transferable, sub-licensable, irrevocable and perpetual license to implement, use, modify, commercially exploit and incorporate into any of myKaarma’s products or services (including the API) and/or otherwise use in any manner any suggestions, enhancement requests, recommendations or other feedback myKaarma receives from Dealer.
3. Dealer’s Warranties and Security Disclaimer: In addition to any warranties, warranty limitations, or indemnifications provided for by any license or other terms incorporated by reference into this agreement Dealer agrees that:

1. Dealer has obtained or will obtain all necessary consents, permissions, releases, or clearances to access and use the API and the data obtained through it.
2. myKaarma is not responsible for the privacy, security or integrity of data after it is extracted by Dealer through the API.
3. Dealer bears the sole responsibility to properly secure all data obtained through the use of the API and shall maintain and handle all data in accordance with privacy and security measures reasonably adequate to preserve the confidentiality and security of such data.
4. Dealer shall comply with all applicable privacy laws and regulations and shall enact security protocols that comply with the measures and policies set forth in myKaarma’s API Terms & Conditions (https://api.mykaarma.com/terms).
5. Dealer’s Applications do not and will not violate, misappropriate or infringe upon the Intellectual Property Rights of any third party.
6. Dealer shall include a set of mandatory terms of service for its end users.  The mandatory service terms shall govern the use of Dealer’s Applications.  At a minimum, Dealer’s mandatory service terms shall:

1. Grant each end-user/subscriber a non-exclusive, non-transferable and non-sublicensable license to access and use Dealer’s Applications.
2. Prohibit end-users from modifying, reverse engineering, decompiling or disassembling Dealer’s Applications in whole or in part, or creating derivative works from or sublicensing any rights in the Application, unless otherwise expressly authorized in writing by Dealer.
3. Require the end users to maintain all rights, title and interest in and to all of Dealer’s respective patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, “IP Rights”). The rights granted to end-users of Dealer’s Application shall not convey any right, title or interest in and to the Dealer’s Applications and all rights, save and except for the limited, revocable right to use the Applications, shall belong exclusively to the Dealer.

4. Support: This Agreement does not entitle Dealer to any support for the API unless Dealer makes separate arrangements with myKaarma for such support. Dealer is solely responsible for providing all support and technical assistance to the end-users of its Applications.   Dealer acknowledges and agrees that myKaarma has no obligation to provide support or technical assistance to the users of Applications and Dealer shall not represent to any such users that myKaarma is available to provide such support. Dealer agrees to use commercially reasonable efforts to provide reasonable support to the end-users of its Applications.
5. Security Disclaimer: DEALER ACKNOWLEDGES AND AGREES THAT DEALER IS SOLELY AND EXCLUSIVELY RESPONSIBLE FOR THE CONTROL, OPERATION AND SECURITY OF TRANSACTIONS AND COMMUNICATIONS MADE THROUGH ITS ACCESS TO OR USE OF THE API AND THE DATA ACCESSED THEREBY (INCLUDING CONFIDENTIAL INFORMATION, PERSONALLY IDENTIFIABLE INFORMATION AND PROPRIETARY INFORMATION). DEALER ACKNOWLEDGES THAT THERE ARE RISKS ASSOCIATED WITH UTILIZING AN INTERNET-BASED SYSTEM INCLUDING, BUT NOT LIMITED TO, THE FAILURE OF HARDWARE, SOFTWARE, AND INTERNET CONNECTIONS. DEALER ACKNOWLEDGES THAT MYKAARMA DOES NOT CONTROL SIGNAL POWER, ITS RECEPTION OR ROUTING VIA THE INTERNET, CONFIGURATION OF DEALER’S EQUIPMENT OR RELIABILITY OF ITS CONNECTION, AND MYKAARMA SHALL NOT BE RESPONSIBLE FOR ANY DATA SECURITY BREACHES, COMMUNICATION FAILURES, DISRUPTIONS, ERRORS, DISTORTIONS OR DELAYS DEALER MAY EXPERIENCE WHEN USING THE INTERNET OR THE API.
6. API Expenses and Taxes: Dealer agrees to reimburse myKaarma for all reasonable expenses incurred by myKaarma, which are necessary to enable Dealer’s use of myKaarma’s API, which shall include, but are not limited to, travel and lodging expenses, communication charges, and computer time and supplies. Expenses will be reimbursed after they have been incurred and invoiced to Dealer. myKaarma agrees to submit verification of such expenses as Dealer may reasonably require. Dealer shall be solely responsible for any sales, use, property, excise, value added, gross receipts, or other taxes, or any import or export duties, which arise through Dealer’s use of myKaarma’s API.
7. Copyright, Clearances, and Ownership: In addition to any intellectual property terms previously agreed to by the parties or incorporated by reference in this agreement, the parties agree as follows:

1. myKaarma retains all ownership and intellectual property rights to the API and associated programs, materials, services, and additional myKaarma resources (collectively referred to as the “Proprietary Information”).
2. Dealer shall not use or duplicate the Proprietary Information provided to or accessed by Dealer through myKaarma’s API or any myKaarma license incorporated by reference herein for any purpose other than as specified in this agreement or any license or terms incorporated by reference into this agreement or make the Proprietary Information available to unauthorized third parties. Dealer shall not (1) use the Proprietary Information for Dealer’s own external business operations, or for use in any third party’s business operations; (2) use the Proprietary Information to provide third party training on the content and/or functionality of the programs, except for training Dealer’s employees and end users as provided under this agreement; (3) use the Proprietary Information for commercial timesharing, rental, or service bureau use; (4) use the Proprietary Information in a manner that misrepresents Dealer’s relationship with myKaarma or is otherwise misleading or that reflects negatively on myKaarma; (5) cause or permit reverse engineering or decompilation of the Proprietary Information, unless required for interoperability or to the extent that the foregoing restriction is expressly prohibited by law; (6) remove or modify any program markings or any notice of myKaarma’s proprietary rights.
3. If Dealer desires to use any Proprietary Information for any use other than the development or demonstration use allowed under this agreement, Dealer must enter into an appropriate agreement with myKaarma to acquire the required rights.
4. Each party will own any and all intellectual property respectively developed by that party.
5. Each party is solely and exclusively responsible for obtaining necessary clearances, releases, or permissions necessary to complete the activities outlined in this agreement.

8. Cumulative Liability for API Use and Access: In addition to any limitations of liability and disclaimers herein or otherwise incorporated into this Agreement, the parties understand and agree as follows: MYKAARMA’S TOTAL CUMULATIVE LIABILITY TO DEALER FOR ANY LOSS, COSTS, CLAIM OR DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO DEALER’S ACCESS TO OR USE OF MYKAARMA’S API WILL NOT EXCEED THE AMOUNT OF ANY LICENSE FEES PAID BY DEALER TO MYKAARMA UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE UPON WHICH SUCH CAUSE OF ACTION FIRST AROSE. THIS LIMITATION ON LIABILITY WAS AND IS AN EXPRESS PART OF THE BARGAIN BETWEEN MYKAARMA AND DEALER AND WAS A CONTROLLING FACTOR IN THE SETTING OF THE FEES PAYABLE MYKAARMA UNDER THIS AGREEMENT.
9. Insurance: In the event Dealer elects to access and use myKaarma’s API then, during the term of this Agreement, Dealer shall maintain the following insurance coverage:

1. A Commercial General Liability policy with $1,000,000 per occurrence and $5,000,000 in aggregate policy limits; and
2. A Cyber Liability Insurance policy with $2,000,000 per occurrence and $5,000,000 in aggregate policy limits with specific coverage for data restoration, loss of income and extra expenses, cyber extortion, notification costs, crisis management: network security, privacy liability and regulatory proceedings.

Upon myKaarma’s request, Dealer shall provide myKaarma with certificates of insurance showing the insurance coverage mandated herein.  In the event Dealer fails to procure the insurance coverage mandated by this agreement then myKaarma shall be authorized to procure such coverage for Dealer and Dealer shall be required to pay all costs associated with this procurement, e.g., policy premiums, reasonable administrative fees, etc.

1. The parties understand and agree that, at times, Dealer may desire to acquire goods and/or services from certain third parties (“Third Party Service Providers” hereafter).  Dealer authorizes  myKaarma to integrate with and share Dealer’s data, including Customer Data and Analyses, with those Third Party Services Providers selected and authorized by Dealer.  Dealer shall consent to sharing data with specified Third Party Service Providers electronically. Dealer may only withdraw its consent in writing by notifying myKaarma via email to apisupport@mykaarma.com with return confirmation provided by myKaarma from apisupport@mykaarma.com. myKaarma shall disable such Third Party Service Provider integration within seventy-two (72) hours of acknowledgement of receipt of Dealer’s written notice.
2. Transportation-related vendors: Dealer may elect to integrate with certain Third Party Service Providers for the provision of various transportation services, such as Pickup and Delivery, valet services, rideshare services, vehicle transportation and passenger transportation. Dealer understands and agrees that myKaarma does not provide any transportation services but merely provides an integration that facilitates  communications between Dealer, the Third Party Service Provider and customers. Dealer understands and agrees that Dealer is responsible for all licensing, permitting, insurance, and compliance with any and all local, state and federal laws and regulations that may apply at Dealer’s location and in Dealer’s jurisdiction.
3. Optional Rideshare Service, limited integration: Dealer acknowledges that myKaarma may provide integration with Third Party Service Provider’s rideshare services, i.e., Uber for Business (“U4B”).  Dealer acknowledges that myKaarma does not provide any rideshare services or passenger transportation services of any kind and does not train, screen, employ or insure drivers or vehicles for such services.   Upon receipt of Dealer’s consent, myKaarma shall facilitate communication between Dealer and the provider of such services, including U4B.   Dealer agrees to be bound by U4B downstream client terms, set forth in a separate document.
4. Dealer-based Pickup and Delivery (vehicle valet) services: Dealer acknowledges that myKaarma may integrate with Third Party Service Providers who provide Pickup and Delivery (vehicle valet)  services,  such as individual dealership pickup and delivery of the customer vehicles and mobile technician service by dealership.  myKaarma does not itself provide any transportation services or mobile technician services.  Dealer understands and agrees that myKaarma provides no aspect of these transportation services and that myKaarma does not employ, train, control or monitor drivers. myKaarma does not provide navigation services for customers or drivers. Any referrals of drivers for the provision of pickup and delivery services are provided to facilitate communication between Dealer and the source of such referral and no warranty is offered or provided as to the qualification, licensing or other qualifications or documentation as may be necessary for such drivers. Dealership acknowledges that it has and maintains all required Federal, State and local permitting and licensing necessary to provide such services to its customers such as vehicle transporter/transportation and vehicle valet services licensing, as may be required at Dealership’s location. Dealership acknowledges that it must also carry all necessary insurance coverage for providing such services to customers, including but not limited to coverage of drivers hired and utilized for such services as well as customer vehicles driven by dealership’s drivers.
5. Liability Limitation and Indemnification: All liability for damages related to the integration of the myKaarma System with all Third Party Service Providers, including pickup and delivery services, shall be borne by Dealer. Dealer agrees to defend, indemnify and hold harmless myKaarma, its Affiliates, Subcontractors, directors, officers, employees, and agents, against any and all claims, liabilities, losses, damages, costs and expenses of any nature (including but not limited to reasonable attorney’s fees and costs of suit), arising out of or related to the Dealer’s decision to integrate the myKaarma System with a Third Party Service Provider(s), including pick-up and delivery services and the actions of any drivers or Dealer’s personnel.