Terms of Service and End User License Agreement

1. DEFINITIONS AND INTERPRETATION

For the purposes of this Agreement, the following capitalized terms shall have the meanings ascribed to them below:

• "Services" shall mean, collectively, the Marketplace QuickPost browser extension, the website located at marketplacequickpost.com, the backend server infrastructure, APIs, and any associated software, documentation, or updates provided by the Company.
• "Inventory Data" shall mean any data, text, images, pricing, mileage, VINs, or other content submitted, processed, synchronized, or uploaded by User to the Services.
• "Third-Party Platforms" shall mean any external websites, platforms, or services with which the Services interact, including but not limited to Meta Platforms, Inc. ("Facebook"), Marketplace providers, Google, Microsoft, and various Dealership Management Systems ("DMS").
• "Intellectual Property Rights" shall mean all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals, and extensions thereof, under the laws of any state, country, territory, or other jurisdiction.

2. GRANT OF LIMITED LICENSE

Subject to your strict and continuous compliance with the terms and conditions of this Agreement, the Company hereby grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to install and use the object code of the Services solely for your internal business operations (the "License").

2.1. Restrictive Covenants. You hereby covenant and agree that you shall not, directly or indirectly:

• (a) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, algorithms, or structure of the Services;
• (b) Modify, translate, or create derivative works based on the Services;
• (c) Rent, lease, distribute, sell, resell, assign, or otherwise transfer rights to the Services to any third party;
• (d) Remove any proprietary notices or labels on the Services; or
• (e) Use the Services in any manner that could damage, disable, overburden, or impair the Company's servers or interfere with any other party's use and enjoyment of the Services.

3. USER REPRESENTATIONS AND WARRANTIES

By utilizing the Services, you hereby represent, warrant, and covenant that:

• 3.1. Authority. You possess the legal authority and capacity to enter into this Agreement. If you are accepting this Agreement on behalf of a corporation, limited liability company, partnership, or other legal entity, you represent and warrant that you are authorized to bind such entity to these terms.
• 3.2. Data Ownership. You possess all necessary rights, licenses, consents, and permissions to access, process, download, and utilize the Inventory Data you process through the Services. You further warrant that your use of third-party data sources (e.g., Marketplace providers public pages) does not violate the terms of service of such third parties.
• 3.3. Compliance with Laws. Your use of the Services, including the posting of advertisements on Third-Party Platforms, shall comply strictly with all applicable federal, state, and local laws, statutes, and regulations, including but not limited to the Texas Deceptive Trade Practices-Consumer Protection Act, the Federal Trade Commission Act, and specific Department of Motor Vehicles (DMV) advertising rules regarding "bait and switch" practices, availability, and fee disclosures.

4. THIRD-PARTY PLATFORM DISCLAIMERS & RISKS

4.1. No Affiliation. You acknowledge and agree that the Company is an independent entity and is not affiliated, associated, authorized, endorsed by, or in any way officially connected with Meta Platforms, Inc. (Facebook), Google, Microsoft,or any other Third-Party Platform.

4.2. Assumption of Risk (Platform Enforcement). You acknowledge that the Services utilize automation technology ("bots") to interact with Third-Party Platforms. You understand that such automation may violate the Terms of Service or Community Standards of said Third-Party Platforms. YOU HEREBY ASSUME ALL RISKS associated with the use of the Services, including but not limited to the risk that your account(s) on Third-Party Platforms may be restricted, "shadow-banned," suspended, or permanently terminated. The Company shall have no liability whatsoever for any such enforcement actions.

4.3. Feed Accuracy. The Services function as a conduit for your Inventory Data. The Company does not verify, audit, or correct Inventory Data. You are solely responsible for ensuring that the price, mileage, and availability of vehicles posted to Facebook match your physical inventory. The Company expressly disclaims liability for any consumer claims arising from discrepancies ("Drift") between your data feed and your posted advertisements.

5. FEES, PAYMENTS, AND TAXES

5.1. Recurring Billing Authorization. By subscribing to the Services, you grant the Company and its third-party payment processors the authority to charge your designated payment method the applicable monthly subscription fee (e.g., $39.00 or $59.00 USD) on a recurring basis until such time as you validly cancel your subscription.

5.2. No Refunds. All fees are non-refundable. There shall be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account.

5.3. Taxes. You are responsible for all applicable sales, use, transfer, or other taxes and all duties, whether international, national, state, or local, however designated, which are levied or imposed by reason of the transaction contemplated by this Agreement, excluding only income taxes on the net profits of the Company.

6. INTELLECTUAL PROPERTY RIGHTS

You acknowledge and agree that the Company retains all right, title, and interest in and to the Services, including all Intellectual Property Rights therein. Nothing in this Agreement shall be construed to convey any ownership interest to you. Any feedback, suggestions, or ideas you provide regarding the Services may be used by the Company without any obligation to compensate you.

7. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees and court costs) arising out of or relating to:

• (a) Your violation of this Agreement;
• (b) Your use of the Services, including but not limited to your Inventory Data and any content posted to Third-Party Platforms;
• (c) Your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property, or privacy right; or
• (d) Any claim that your content caused damage to a third party or violated any consumer protection or advertising law.

8. DISCLAIMER OF WARRANTIES

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND QUIET ENJOYMENT.

WITHOUT LIMITING THE FOREGOING, THE COMPANY DOES NOT WARRANT THAT: (A) THE SERVICES WILL MEET YOUR REQUIREMENTS; (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OR (C) THE RESULTS OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE.

9. LIMITATION OF LIABILITY

IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE COMPANY'S AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO THE COMPANY IN THE THREE (3) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. MODIFICATIONS TO TERMS

The Company reserves the right, at its sole and absolute discretion, to modify or replace this Agreement at any time. If a revision is material, we will provide at least thirty (30) days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Services after those revisions become effective, you agree to be bound by the revised terms.

11. DISPUTE RESOLUTION; BINDING ARBITRATION; CLASS ACTION WAIVER

11.1. Agreement to Arbitrate. You and the Company agree that any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof or the use of the Services (collectively, "Disputes") will be settled by binding arbitration, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's Intellectual Property Rights.

11.2. Class Action Waiver. YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and the Company agree otherwise in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.

11.3. Arbitration Rules and Venue. The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect. The arbitration will be conducted in Dallas County, Texas.

12. GENERAL PROVISIONS

• 12.1. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Texas, without regard to its conflict of law provisions.
• 12.2. Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law.
• 12.3. Entire Agreement. This Agreement constitutes the entire agreement between you and the Company regarding the Services and supersedes all prior and contemporaneous written or oral agreements between you and the Company.
• 12.4. Force Majeure. The Company shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

13. CONTACT INFORMATION

All notices regarding this Agreement shall be directed to:

Dealer Essential
539 W Commerce St, #6554
Dallas, TX 75208
Email: info@dealeressential.com