Legal

Subscription Terms and Conditions

Effective Date: June 25, 2026 · Version 3.0 · [email protected]

These Subscription Terms and Conditions (the “Agreement”) constitute a legally binding agreement between Aspen AI (“Company,” “we,” “us,” or “our”) and the individual or business entity subscribing to the Aspen AI platform (“Subscriber,” “you,” or “your”). By activating a subscription, clicking “I Agree,” or otherwise accessing the Aspen AI platform, you agree to be bound by this Agreement in its entirety.

If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to this Agreement. If you lack such authority, you must not accept this Agreement or use the platform.

1.DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

“Platform”— the Aspen AI software-as-a-service application, including all features, APIs, dashboards, data integrations, and updates provided by the Company.

“Subscription”— the right to access and use the Platform during a paid subscription term.

“Subscriber Data”— all data, records, files, and information submitted to or processed through the Platform by or on behalf of the Subscriber.

“Authorized User”— any individual permitted by Subscriber to access the Platform under Subscriber's account.

“Third-Party Services”— any external software, platforms, APIs, or service providers that Subscriber connects to or integrates with the Platform, including but not limited to dealership management systems (DMS), GPS tracking providers, payment processors, CRM systems, and lead management platforms.

“Third-Party Fees”— any subscription fees, usage fees, setup fees, overage charges, or other costs charged by Third-Party Service providers directly to Subscriber in connection with Subscriber's use of those services.

“Confidential Information”— any non-public information disclosed by either party that is marked confidential or that a reasonable person would consider confidential given the nature of the disclosure.

2.SUBSCRIPTION & ACCESS

2.1 Subscription Grant

Subject to payment of applicable fees and compliance with this Agreement, the Company grants Subscriber a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for Subscriber's internal business operations during the subscription term.

2.2 Subscription Term

This Agreement commences on the Effective Date and continues on a month-to-month basis until terminated by either party in accordance with Section 7. There is no minimum commitment period. Subscriber may cancel at any time with thirty (30) days' written notice.

2.3 Automatic Renewal

The Subscription renews automatically on a monthly basis on the same day each month unless either party provides written notice of cancellation at least thirty (30) days prior to the next renewal date. Notice of cancellation must be sent to [email protected] or submitted through the account settings within the Platform.

2.4 Authorized Users

Subscriber is responsible for all Authorized Users accessing the Platform under Subscriber's account. Subscriber shall ensure that Authorized Users comply with this Agreement and shall be liable for any breach of this Agreement by any Authorized User.

2.5 Account Security

Subscriber is responsible for maintaining the confidentiality of login credentials and for all activities conducted under its account. Subscriber shall notify the Company immediately of any unauthorized use or suspected security breach at [email protected].

2.6 Restrictions

Subscriber shall not, and shall not permit any third party to:

Sublicense, sell, resell, transfer, or otherwise make the Platform available to any third party;
Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Platform;
Modify, translate, or create derivative works based on the Platform;
Access the Platform to build a competing product or service;
Use the Platform in any manner that violates applicable laws or regulations;
Remove or obscure any proprietary notices or labels on the Platform.

3.THIRD-PARTY SERVICES & API REQUIREMENTS

3.1 Subscriber's Responsibility to Obtain Third-Party Access

The Platform is designed to integrate with various Third-Party Services commonly used in dealership operations. SUBSCRIBER IS SOLELY RESPONSIBLE FOR OBTAINING, MAINTAINING, AND PAYING FOR ALL THIRD-PARTY SERVICES AND API ACCESS REQUIRED FOR THEIR INTENDED USE OF THE PLATFORM. This includes, without limitation:

Dealership Management System (DMS) API access and credentials;
GPS tracking and fleet management platform API access;
Payment processing and collections platform API access;
CRM, lending, and lead management platform API access;
Website and digital advertising platform API access;
Any other third-party integration required by Subscriber's operations.

Subscriber must obtain all required Third-Party API access and credentials prior to or at the time of signing up for the Platform. The Company will not be held responsible for any delays in onboarding, loss of functionality, or service limitations resulting from Subscriber's failure to obtain the necessary Third-Party access in advance.

3.2 Third-Party Fees Are Subscriber's Sole Responsibility

ALL THIRD-PARTY FEES ARE THE SOLE AND EXCLUSIVE RESPONSIBILITY OF SUBSCRIBER. The Company has no involvement in, control over, or responsibility for any fees, charges, rate changes, or billing disputes between Subscriber and any Third-Party Service provider. This includes but is not limited to:

Monthly or annual subscription fees charged by Third-Party Service providers;
One-time setup, onboarding, or activation fees charged by Third-Party Service providers;
Usage-based, overage, or per-transaction fees charged by Third-Party Service providers;
Any price increases implemented by Third-Party Service providers;
Fees resulting from Subscriber exceeding usage limits set by Third-Party Service providers.

Subscriber acknowledges and agrees that the Company is not a party to any agreement between Subscriber and any Third-Party Service provider, and that any disputes regarding Third-Party Fees must be resolved directly between Subscriber and the applicable Third-Party Service provider.

3.3 Additional Integration Fees

If Subscriber requests integration with a Third-Party Service for which access or credentials were not provided at the time of onboarding, the Company reserves the right to charge an additional integration or configuration fee. The Company will notify Subscriber in writing of any such fee before commencing the work. Subscriber's written approval is required before any additional integration fees are incurred.

3.4 Data Integration & Onboarding

The Company will work with Subscriber to integrate Subscriber's Third-Party Services into the Platform, provided that Subscriber has obtained the necessary access and credentials. Subscriber agrees to:

Provide all required API credentials, access tokens, and system cooperation during the onboarding process;
Designate an internal point of contact responsible for onboarding coordination;
Complete required configuration steps within a reasonable timeframe to avoid delays in service delivery.

The Company shall not be liable for delays in service delivery, incomplete data, or reduced platform functionality caused by Subscriber's failure to provide required Third-Party access, credentials, or cooperation.

3.5 Third-Party Service Disruptions

The Company does not guarantee the availability, accuracy, or continuity of data sourced from Third-Party Services. If a Third-Party Service becomes unavailable, changes its API, or discontinues service, the Company will make reasonable efforts to maintain Platform functionality but shall not be liable for any resulting service degradation, data gaps, or additional costs incurred by Subscriber.

4.SUBSCRIPTION FEES & BILLING TERMS

4.1 Setup Fee

Subscriber agrees to pay the Company a one-time, non-refundable setup fee of $999.00 (the “Setup Fee”) upon execution of this Agreement. The Setup Fee covers onboarding, data integration configuration, and platform setup. The Setup Fee is due and payable before access to the Platform is provisioned. The Setup Fee does not include any Third-Party Fees as described in Section 3.

4.2 Monthly Service Fee

Subscriber agrees to pay the Company a recurring monthly service fee of $999.00 (the “Service Fee”). All Fees are stated in U.S. dollars and are exclusive of applicable taxes. The Service Fee covers access to the Platform only and does not include any Third-Party Fees.

4.3 Billing Cycle

The Service Fee is due and payable on the first (1st) day of each month via automatic payment (ACH or credit card). Subscriber must enroll in automatic payment upon execution of this Agreement. Fees for partial months at commencement are prorated.

4.4 Payment Method

Subscriber authorizes the Company to charge all Fees to the credit card, ACH, or other payment method provided. Subscriber must keep payment information current. The Company is not responsible for any fees charged by Subscriber's financial institution.

4.5 Late Payments

Invoices unpaid after fifteen (15) days of the due date may result in suspension of access to the Platform. The Company will provide written notice before suspending service. Reinstatement of a suspended account requires payment of all outstanding balances. Accounts suspended for more than thirty (30) days may be subject to termination under Section 7.

4.6 Fee Adjustments

The Company may adjust the Service Fee upon sixty (60) days' advance written notice to Subscriber. If Subscriber does not agree to the adjusted fee, Subscriber may terminate this Agreement as provided in Section 7 prior to the fee adjustment taking effect. Continued use of the Platform after the effective date of a fee adjustment constitutes acceptance of the new fees.

4.7 Taxes

Subscriber is responsible for all applicable sales, use, value-added, or other taxes associated with the Subscription, excluding taxes on the Company's net income. If the Company is required to collect such taxes, they will be added to the invoice.

5.DATA PRIVACY & CONFIDENTIALITY

5.1 Subscriber Data Ownership

Subscriber retains all right, title, and interest in and to Subscriber Data. The Company claims no ownership over Subscriber Data and uses it solely to provide and improve the Platform in accordance with this Agreement.

5.2 Company's Use of Subscriber Data

The Company will process Subscriber Data only as necessary to:

Deliver, maintain, and support the Platform;
Comply with applicable laws and legal obligations;
Protect the rights, property, or safety of the Company, Subscribers, or others.

The Company will not sell, rent, or share Subscriber Data with third parties for marketing or advertising purposes.

5.3 Security Measures

The Company maintains reasonable administrative, technical, and physical safeguards designed to protect Subscriber Data against unauthorized access, disclosure, alteration, or destruction. These measures include, but are not limited to, encryption in transit and at rest, access controls, and regular security assessments.

5.4 Data Breach Notification

In the event of a confirmed breach involving Subscriber Data, the Company will notify Subscriber without undue delay and, in any case, within seventy-two (72) hours of becoming aware of the breach, providing details sufficient to allow Subscriber to assess its obligations under applicable law.

5.5 Confidentiality Obligations

Each party agrees to hold the other party's Confidential Information in strict confidence and not to disclose it to any third party without prior written consent, except to employees, agents, or contractors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein. This obligation survives termination of this Agreement for a period of three (3) years.

5.6 Exclusions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was already known to the receiving party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is required to be disclosed by law, regulation, or court order, provided the receiving party gives prompt written notice to the disclosing party.

5.7 Privacy Policy

The Company's Privacy Policy, available at aspen-ai.io/privacy, is incorporated into this Agreement by reference and governs the collection, use, and disclosure of personal information.

6.ACCEPTABLE USE & RESTRICTIONS

6.1 Permitted Use

The Platform is made available exclusively for Subscriber's internal dealership operations, including but not limited to: collections management, accounts receivable reporting, inventory tracking, GPS fleet monitoring, and marketing analytics.

6.2 Prohibited Activities

Subscriber agrees not to use the Platform to:

Transmit, upload, or store any data that infringes, misappropriates, or violates any third party's intellectual property or privacy rights;
Distribute malware, viruses, or any other harmful or disruptive code;
Conduct unauthorized penetration testing, vulnerability scanning, or denial-of-service attacks;
Violate any applicable federal, state, or local law, including consumer protection, lending, or credit reporting laws;
Circumvent or attempt to circumvent any security feature of the Platform;
Use automated scripts or bots to scrape, crawl, or extract data from the Platform without express written consent;
Impersonate any person or entity or misrepresent your affiliation with any person or entity.

6.3 Compliance with Laws

Subscriber represents and warrants that its use of the Platform and any Subscriber Data complies with all applicable laws and regulations, including but not limited to the Fair Credit Reporting Act (FCRA), the Gramm-Leach-Bliley Act (GLBA), the Texas Privacy Protection Act, and any applicable state motor vehicle dealer regulations.

6.4 Monitoring

The Company reserves the right, but not the obligation, to monitor use of the Platform to ensure compliance with this Agreement. The Company may investigate and take appropriate action, including suspension or termination of access, in response to suspected violations.

7.TERMINATION & CANCELLATION

7.1 Termination by Subscriber

Subscriber may cancel its Subscription at any time by providing thirty (30) days' written notice to the Company at [email protected] or through the account settings within the Platform. There is no lock-in period or early termination penalty. Cancellation takes effect at the end of the then-current billing period following the 30-day notice window.

7.2 Termination by Company for Cause

The Company may terminate this Agreement immediately upon written notice if Subscriber: (a) materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days of receiving written notice; (b) becomes insolvent, files for bankruptcy, or ceases normal business operations; or (c) violates Section 6 (Acceptable Use) or engages in fraudulent, abusive, or illegal conduct.

7.3 Termination by Company for Convenience

The Company may terminate this Agreement for any reason upon thirty (30) days' written notice to Subscriber. In such event, the Company will refund any prepaid Service Fees attributable to the period after the termination date.

7.4 Effect of Termination

Upon termination or expiration of this Agreement:

Subscriber's access to the Platform will be discontinued within five (5) business days;
All licenses granted herein will terminate immediately;
Subscriber shall pay all outstanding Service Fees through the termination date;
The Company will provide Subscriber with a final data export in a standard format within five (5) business days of termination;
Subscriber Data will be retained for thirty (30) days following termination, after which the Company may delete Subscriber Data in accordance with its data retention policy.

7.5 No Refunds

Except as expressly provided in Section 7.3, Service Fees are non-refundable. Termination does not relieve Subscriber of payment obligations for services provided prior to the termination date. The Setup Fee is non-refundable under all circumstances.

7.6 Survival

The following sections survive termination: Section 1 (Definitions), Section 3 (Third-Party Services), Section 4 (Fees, with respect to amounts accrued), Section 5 (Data Privacy & Confidentiality), Section 8 (Intellectual Property), Section 9 (Warranties & Disclaimers), Section 10 (Limitation of Liability), and Section 11 (General Provisions).

8.INTELLECTUAL PROPERTY

The Platform, including all underlying software, algorithms, interfaces, documentation, and content developed by the Company, is and remains the exclusive property of the Company and its licensors. This Agreement does not transfer any ownership rights in the Platform to Subscriber.

Subscriber grants the Company a limited, non-exclusive license to use Subscriber Data and any feedback provided by Subscriber solely to provide and improve the Platform. Any suggestions, ideas, or feedback submitted by Subscriber shall be owned by the Company and may be used without restriction.

9.WARRANTIES & DISCLAIMERS

9.1 Provider Warranties

The Company warrants that: (a) it has the right and authority to enter into this Agreement and to provide the Platform and services described herein; (b) the Platform and services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards; and (c) the Platform will materially conform to the description set forth in the applicable order form or service documentation.

9.2 Subscriber Warranties

Subscriber warrants that: (a) it has the authority to enter into this Agreement; (b) its use of the Platform will comply with all applicable laws and regulations; (c) all information provided to the Company in connection with this Agreement is accurate and complete; and (d) Subscriber has obtained or will obtain all necessary Third-Party API access and credentials prior to requesting integration services from the Company.

9.3 Disclaimer of Implied Warranties

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9.1, THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. THE COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ANY DATA OR ANALYTICS PROVIDED ARE ACCURATE OR COMPLETE. THE COMPANY MAKES NO WARRANTIES WHATSOEVER REGARDING ANY THIRD-PARTY SERVICES, AND ANY CLAIMS RELATED TO THIRD-PARTY SERVICES MUST BE DIRECTED TO THE APPLICABLE THIRD-PARTY PROVIDER.

10.LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE COMPANY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY SUBSCRIBER TO THE COMPANY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM GIVING RISE TO LIABILITY.

FOR THE AVOIDANCE OF DOUBT, THE COMPANY SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY THIRD-PARTY FEES, COSTS, OR DAMAGES INCURRED BY SUBSCRIBER IN CONNECTION WITH ANY THIRD-PARTY SERVICE, REGARDLESS OF WHETHER SUCH THIRD-PARTY SERVICE IS INTEGRATED WITH OR USED IN CONJUNCTION WITH THE PLATFORM.

11.SUPPORT & MAINTENANCE

The Company will provide the following support services during the Subscription term:

Email support is available Monday through Friday, 9:00 AM to 5:00 PM Central Time, excluding federal holidays, at [email protected];
Standard support requests will be acknowledged and addressed within two (2) business days;
Critical system issues (platform outages or data access failures) will be prioritized and addressed within four (4) hours during business hours;
Planned maintenance windows will be communicated to Subscriber at least forty-eight (48) hours in advance whenever possible.

Support services cover the Platform only. The Company does not provide support for Third-Party Services. Subscriber must contact the applicable Third-Party Service provider directly for any issues related to those services.

12.GENERAL PROVISIONS

12.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law provisions. Any legal action arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Tarrant County, Texas.

12.2 Dispute Resolution

Before initiating any formal legal proceeding, the parties agree to attempt in good faith to resolve any dispute informally by providing written notice describing the dispute in detail. If the dispute is not resolved within thirty (30) days of such notice, either party may pursue available legal remedies.

12.3 Entire Agreement

This Agreement, together with any order forms, pricing schedules, and the Privacy Policy incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, negotiations, or agreements, whether oral or written.

12.4 Amendments

This Agreement may be amended only by a written instrument signed by authorized representatives of both parties. No unilateral modification by either party shall be effective unless agreed to in writing by the other party.

12.5 Assignment

Neither party may assign or transfer this Agreement or any rights hereunder without the other party's prior written consent, except that the Company may assign this Agreement to a successor entity in connection with a merger, acquisition, or sale of all or substantially all of its assets. This Agreement binds and benefits the parties and their permitted successors and assigns.

12.6 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

12.7 Waiver

No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. No waiver of any breach shall constitute a waiver of any subsequent breach.

12.8 Notices

All notices under this Agreement must be in writing and delivered by email (with confirmation of receipt) or certified mail. Notices to the Company: [email protected]. Notices to Subscriber will be sent to the email address on file in the Subscriber's account.

12.9 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, labor disputes, or government actions, provided the affected party promptly notifies the other party.

13.ACKNOWLEDGMENT & ACCEPTANCE

BY ACTIVATING A SUBSCRIPTION, CLICKING “I AGREE,” OR OTHERWISE ACCESSING THE ASPEN AI PLATFORM, SUBSCRIBER ACKNOWLEDGES THAT IT HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS, INCLUDING THE THIRD-PARTY SERVICES AND API REQUIREMENTS SET FORTH IN SECTION 3.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

Aspen AI · [email protected] · aspen-ai.io