This Master Subscription Agreement (“MSA”) is between No Rest for the Wicked LLC (doing business as DealerMap; “Provider”) and the customer identified on an executed Order Form (“Customer”). It governs Customer's organization/enterprise subscription to the DealerMap Service. Capitalized terms not defined here have the meanings in the Terms of Service, which apply to each user's access to the Service except where this MSA expressly states otherwise.

1. Order Forms

Each mutually executed order form, quote, or invoice referencing this MSA (an “Order Form”) identifies the subscription plan, seat count, fees, subscription term, and any service-level commitments. Order Forms are governed by this MSA; in a conflict, the Order Form controls, then this MSA, then the Terms of Service.

2. Subscription

Provider grants Customer a non-exclusive, non-transferable right for the users authorized under its Order Form to access and use the Service and the DealerMap dealer database for Customer's internal business purposes during the subscription term, subject to the Terms of Service (including the acceptable-use and dealer-database restrictions) and this MSA. Seats are per named user and may be reassigned to replacement personnel.

3. Fees & payment

• Customer pays the fees on the Order Form. Except as expressly stated, fees are non-cancelable and non-refundable, and seat counts may be increased mid-term (prorated) but not decreased until renewal.
• Invoices are due net 30 from the invoice date. Late amounts accrue interest at 1.5% per month (or the legal maximum, if lower), and Provider may suspend the subscription for accounts more than 30 days past due after notice.
• Fees exclude taxes; Customer is responsible for all applicable taxes other than Provider's income taxes.
• Provider may update pricing effective at the next renewal with at least 30 days' notice.

4. Term & renewal

This MSA starts on the first Order Form's effective date and continues while any Order Form is active. Subscription terms auto-renew for successive periods equal to the initial term unless either party gives at least 30 days' notice of non-renewal before the end of the then-current term.

5. Service levels

If — and only if — the Order Form includes a service-level commitment, Provider will target the stated monthly uptime, and Customer's sole and exclusive remedy for any miss is the service credit stated there, capped at 10% of the affected month's fees, claimed within 30 days. Downtime excludes planned maintenance, force majeure, third-party infrastructure failures, and issues caused by Customer. Absent such a commitment on the Order Form, the Service is provided without an SLA, per the Terms.

6. Data

• Customer Content ownership, Provider's operating license, aggregated/de-identified data, and the dealer-database license follow Sections 4–5 of the Terms of Service.
• The Data Processing Addendum is incorporated where Provider processes personal data on Customer's behalf.
• Customer may export its organization data at any time via the Service's export tools, and for 30 days after termination on written request.

7. Confidentiality & publicity

The confidentiality obligations of Section 12 of the Terms apply between Provider and Customer. Provider may identify Customer by name and logo as a customer per Section 13 of the Terms unless the Order Form states otherwise.

8. Warranties; disclaimer

Each party warrants it has the authority to enter this MSA. Provider warrants it provides the Service with commercially reasonable skill and care. OTHERWISE, THE DISCLAIMERS IN THE TERMS OF SERVICE APPLY, INCLUDING AS TO DEALER-DATABASE ACCURACY AND BUSINESS OUTCOMES.

9. Limitation of liability

THE EXCLUSIONS IN THE TERMS OF SERVICE APPLY. PROVIDER'S TOTAL COMBINED LIABILITY UNDER THIS MSA WILL NOT EXCEED THE FEES CUSTOMER PAID IN THE THREE (3) MONTHS BEFORE THE EVENT GIVING RISE TO THE FIRST CLAIM. CLAIMS MUST BE FILED WITHIN ONE (1) YEAR OF ACCRUAL.

10. Indemnification

Customer's indemnity in the Terms applies. In addition, Provider will defend Customer against third-party claims that the Service, as provided and used as authorized, infringes a U.S. copyright or trademark, and will pay resulting settlements approved by Provider or final awards — provided Customer gives prompt notice and control of the defense. Provider may modify or replace infringing elements or, if neither is practicable, terminate the affected Order Form and refund prepaid unused fees. This is Customer's exclusive remedy for infringement claims.

11. Termination

Either party may terminate this MSA or an Order Form for the other's material breach not cured within 30 days of written notice, or immediately on the other's insolvency. On termination, Customer's subscription access ends, data export and custody follow Section 6 and the Terms, and accrued fees remain payable. Sections that by nature survive (fees accrued, data licenses, confidentiality, disclaimers, liability limits, disputes) survive.

12. General

Governing law, the mandatory-arbitration and class-waiver provisions, and venue follow Section 20 of the Terms of Service. Notices to Provider go to support@dealermap.app; notices to Customer go to the contact on the Order Form. Neither party may assign this MSA without consent, except to an affiliate or successor in a merger or asset sale. This MSA plus its Order Forms, the incorporated Terms, Privacy Policy, and DPA are the entire agreement for Customer's subscription.