Trade Agent AI Software as a Service (SaaS) Agreement
This SaaS Agreement (“Agreement”) is entered into between inride LLC (“inride”), with its principal place of business at 3111 Automobile Blvd., Silver Spring, MD 20904, and the subscribing car dealership identified on the associated price quote (“Customer”). By electronically signing and accepting the price quote or otherwise electronically accepting this Agreement, Customer agrees to be bound by its terms as of the date of acceptance (“Effective Date”).
1. Services
Inride provides access to its AI-powered Trade Agent AI SMS agent (“Service”) that enables car dealerships to communicate with their customers regarding trade-ins, sales opportunities, and related automotive services. inride hosts and operates the Service, and Customer subscribes to use the Service subject to this Agreement.
2. Customer Responsibilities
2.1 Opt-In Consent. Customer represents and warrants that it has obtained and will maintain all legally required prior express written consent from its customers before sending any SMS messages through the Service.
2.2 Compliance. Customer is solely responsible for ensuring its use of the Service complies with the Telephone Consumer Protection Act (TCPA), CAN-SPAM, state consumer protection laws, and any carrier or industry guidelines.
3. Fees and Payment
Customer shall pay all subscription fees in accordance with the pricing agreed upon in the applicable online subscription checkout or electronic price quote. Fees are non-refundable unless otherwise required by law.
4. Data Ownership
Customer retains ownership of its customer data. Inride may process such data solely for the purpose of providing the Service, improving functionality, and ensuring compliance with applicable laws.
5. Term and Termination
5.1 Term. This Agreement begins on the Effective Date and continues until terminated.
5.2 Termination for Convenience. Either party may terminate with thirty (30) days’ written notice.
5.3 Termination for Cause. inride may suspend or terminate access to the Service immediately if Customer violates Section 2 (Customer Responsibilities).
6. Data Protection
6.1 Security Measures. Inride will implement and maintain reasonable and appropriate measures to protect Customer Data against unauthorized access, disclosure, alteration, or destruction.
6.2 Data Processing. To the extent Inride processes personal data on behalf of Customer, Inride shall act only as a data processor and in accordance with Customer’s documented instructions, except as required by law.
6.3 Data Breach Notification. Inride will notify Customer without undue delay of any confirmed unauthorized access to Customer Data that compromises its security or confidentiality.
6.4 Customer Responsibilities. Customer is responsible for ensuring all necessary consents and lawful bases exist to transfer personal data to Inride, and for complying with all applicable privacy and consumer protection laws.
7. Indemnification
Customer shall defend, indemnify, and hold harmless Inride, its affiliates, officers, directors, employees, and agents from and against all claims, damages, fines, penalties, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or relating to:
• Customer’s failure to obtain legally valid opt-in consent for SMS communications;
• Customer’s violation of the TCPA, CAN-SPAM, or other applicable law;
• Customer’s use of the Service to send messages to recipients who have not consented.
8. Limitation of Liability
To the maximum extent permitted by law, Inride shall not be liable for any indirect, incidental, special, punitive, or consequential damages. Inride’s total liability for direct damages shall not exceed the fees paid by Customer in the twelve (12) months preceding the claim.
9. Disclaimer of Warranties
The Service is provided “as is” and “as available.” Inride disclaims all warranties, express or implied, including any warranties of merchantability, fitness for a particular purpose, or non-infringement.
10. Confidentiality
Each party agrees to maintain the confidentiality of the other party’s non-public information and use it solely for purposes of performing under this Agreement.
11. General
11.1 Governing Law. This Agreement is governed by the laws of the State of Maryland, without regard to conflicts of laws principles.
11.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior discussions.
11.3 Assignment. Customer may not assign this Agreement without inride’s prior written consent.
11.4 Notices. All notices to inride shall be sent to the addresses listed above with email copy to [email protected], unless updated in writing. All notices to Customer shall be sent to the address listed on the relevant price quote, unless updated in writing by email to [email protected].
Acceptance
By signing and accepting the electronic price quote, Customer acknowledges that it has read, understood, and agrees to be bound by this Agreement.