Cloud Service Agreement
The terms of service for our hosted software and the end-user license for the application, in one contract between Asset Pilot LLC and your dealership.
Before you accept: This Agreement is a binding contract between Asset Pilot LLC, a Colorado limited liability company with its principal place of business at 7090 Quitman Ct, Colorado Springs, CO 80923, and the dealership or other business entity that accepts it. You agree to it by creating an account or by using the Service. The individual accepting on behalf of a business represents that they have authority to bind that business. The Service is offered to businesses only; it is not intended for personal, family, or household use.
1Definitions
- “Service”: the cloud-hosted application EZ Track-Auto, made available as a progressive web app at eztrackauto.com and associated domains, including its AI Features, integrations, documentation, and any updates we provide.
- “AI Features”: the Service’s machine-learning-assisted capabilities, including voice commands, audio transcription, note summarization, repair-order auto-fill, and the flow advisor.
- “Authorized User”: an individual (e.g., dealership staff: admins, sales, technicians, recon personnel) whom Customer authorizes to use the Service under Customer’s account.
- “Customer Data”: all data, content, and materials submitted to the Service by or for Customer, including vehicle and VIN records, photos and media, repair orders, notes, voice recordings, title records, and funding records.
- “Rooftop”: a single dealership location operating under Customer’s account. Subscription fees are charged per Rooftop.
- “Order”: the subscription plan, pricing, and Rooftop count Customer selects at checkout (via Stripe) or in a written order form.
2The Service
2.1Provision. Subject to this Agreement and payment of applicable fees, the Company will make the Service available to Customer during the subscription term. The Service is a dealership inventory and reconditioning-operations management tool, including recon workflow boards, garage-bay management, service ticketing, title tracking, funding tracking, reporting, and team/role management, delivered as a hosted, multi-tenant cloud application.
2.2Updates. We may improve, modify, or update the Service at any time. We will not materially reduce the core functionality of the plan Customer has paid for during a paid term without notice and, where the reduction is material, a pro-rata refund option.
2.3Support. We provide support via [email protected]. Service-level commitments, if any, are stated in the Order.
3License and Restrictions
3.1License grant. The Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term for its Authorized Users to access and use the Service (including the installable web app) solely for Customer’s internal business operations, in accordance with this Agreement and the applicable Order.
3.2Restrictions. Customer will not, and will not permit anyone to:
- (a) copy, modify, translate, or create derivative works of the Service;
- (b) reverse engineer, decompile, or otherwise attempt to derive the Service’s source code, except to the extent such restriction is prohibited by law;
- (c) rent, lease, sell, resell, sublicense, or otherwise make the Service available to any third party (including other dealerships not covered by Customer’s Order);
- (d) access the Service to build a competing product, or perform competitive benchmarking for publication;
- (e) scrape, crawl, or use automated means to extract data from the Service other than through interfaces we provide;
- (f) circumvent usage limits, security controls, or access restrictions; or
- (g) use the Service to violate law or third-party rights.
3.3Reservation. The Service, its software, design, and all associated intellectual property are and remain the exclusive property of the Company and its licensors. No rights are granted except as expressly stated in this Agreement.
4Accounts and Customer Responsibilities
4.1Account administration. Customer designates one or more administrators who manage Authorized Users, roles, and permissions for Customer’s organization. Customer is responsible for the acts and omissions of its Authorized Users as if they were Customer’s own.
4.2Credentials. Customer and its Authorized Users must keep credentials confidential, must not share them with unauthorized third parties, and must notify us promptly at [email protected] of any suspected unauthorized access. Each Authorized User must be at least 18 years old.
4.3Accuracy and lawfulness of data. Customer is responsible for the accuracy, quality, and lawfulness of Customer Data and for having all rights and consents needed to submit it to the Service, including any consents required to record or transcribe voice audio of its personnel and any notices required for data about its own customers.
4.4Individual acceptance. Each Authorized User must accept this Agreement (or the then-current version) on first use of the Service. Acceptance by an Authorized User within Customer’s organization does not create an individual consumer relationship; each Authorized User uses the Service on Customer’s behalf.
5Subscription, Fees, and Billing
5.1Fees. Customer pays the subscription fees stated in its Order, charged per Rooftop and processed through our payment provider (Stripe). Fees are billed monthly or, where the Order states an annual plan, annually in advance for a 12-month term. All fees are in U.S. dollars and exclusive of taxes; Customer is responsible for applicable sales and use taxes (excluding taxes on our income).
5.2Monthly plans — auto-renewal; no long-term commitment. Monthly subscriptions renew automatically each month until cancelled and require no long-term contract. Customer may cancel at any time via the billing portal; cancellation takes effect at the end of the current billing period. Annual plans are governed by Section 5.6. Except as stated in Section 6 (Trial and Refund Rights) or Section 2.2, fees already paid are non-refundable.
5.3Founding-rate lock. If Customer’s Order states a founding-cohort rate, that monthly rate is locked for the covered Rooftop for one (1) year from the start date of that Rooftop’s founding subscription (the “Rate-Lock Period”), provided the subscription for that Rooftop remains continuously active and in good standing. For a founding subscription that started before September 11, 2026, the Rate-Lock Period stated in the version of this Agreement in effect on that start date continues to apply. A lapse in subscription of more than 30 days ends the rate lock. After the Rate-Lock Period, the then-current standard price for the plan applies from the next renewal, subject to the notice in Section 5.4. Referral credits, if offered, are governed by the then-current referral program terms and will not reduce the effective monthly fee below the program’s stated floor.
5.4Price changes. For standard (non-rate-locked) plans, we may change prices with at least 30 days’ notice, effective at the next renewal. Continued use after the effective date constitutes acceptance of the new price.
5.5Non-payment. If a payment fails and is not cured within 10 days of notice, we may suspend access to the Service until payment is made. Suspension does not relieve Customer of amounts owed.
5.6Annual plans — 12-month prepaid term; auto-renewal. If Customer’s Order states an annual plan, the subscription fee for the covered Rooftop is charged in full at the start of a 12-month term. At the end of each 12-month term the subscription renews automatically for a successive 12-month term at the then-current price for the plan (subject to Section 5.4), and the renewal fee is charged at the start of the renewed term, unless Customer cancels before the renewal date. Customer may cancel at any time via the billing portal or by written notice to [email protected]; cancellation takes effect at the end of the then-current 12-month term, and access continues until then. Except as stated in Section 6.2 (the 14-day refund window for a Rooftop’s first Core subscription) or Section 2.2, no prorated or partial refund is given for the unused portion of an annual term.
5.7Annual renewal reminder. For each annual plan, the Company will send a renewal reminder by email to the account administrator’s email on file (or the billing email on the Order) no fewer than 25 days and no more than 45 days before each renewal date. The reminder will state that the subscription will renew automatically unless cancelled, the renewal date, the amount that will be charged, and how to cancel. The Company provides this reminder in accordance with Colorado’s automatic-renewal notice requirements, and Customer agrees that email to the address on file is a sufficient means of delivering it. Customer is responsible for keeping that email address current.
6Trial and Refund Rights
What Customer receives depends on the plan stated in its Order.
6.1Founding cohort — 30-day head-to-head trial. If Customer’s Order states a founding-cohort plan, the first 30 days of a new Rooftop’s initial subscription are provided at no charge. Customer provides a payment method at checkout, but no subscription fee is charged for that Rooftop until day 31. Customer may run the Service head-to-head against its incumbent reconditioning software during that period and may cancel at any time before the first charge — through the billing portal or by written notice to [email protected] — in which case Customer pays nothing for the Service. If Customer does not cancel before day 31, the subscription begins charging at the rate stated in the Order. This trial is a free trial, not a refund right: because no fee is charged during the 30-day period, there is nothing to refund.
6.2Core plan — 14-day refund window. Core subscriptions (monthly or annual) are charged at the start of each billing period, with no free trial. For a new Rooftop’s first Core subscription, Customer may cancel within 14 days of the initial charge and receive a full refund of that charge — including, for an annual plan, the full annual fee. The request must be made in writing to [email protected] within that 14-day window, and Customer must cancel the subscription for that Rooftop. Refunds are issued to the original payment method within 30 days. After the 14-day window no refund, prorated or otherwise, is available, and cancellation takes effect at the end of the current billing period or annual term (Sections 5.2 and 5.6). This refund window applies to the Core plan only; it does not apply to founding-cohort subscriptions, which receive the free trial in Section 6.1 instead.
6.3Limits. Each right in this Section applies once per Rooftop and only to that Rooftop’s first subscription term; neither applies to re-subscriptions, renewals, additional plan upgrades during the period, or Rooftops added under a referral or promotional credit that states otherwise. Companies under common ownership may not claim either right for the same operational rooftop more than once.
6.4Changes to this Section. The Company may change or withdraw the trial and refund terms in this Section for future subscriptions. The terms in effect on the date a Rooftop’s first subscription begins govern that subscription.
7Customer Data
7.1Ownership. As between the parties, Customer owns all Customer Data.
7.2License to the Company. Customer grants the Company a worldwide, non-exclusive license to host, copy, transmit, process, display, and create transient derivative forms of Customer Data solely (a) to provide, secure, and support the Service (including processing through the subprocessors identified in our Privacy Policy, such as AI transcription and summarization providers), (b) to comply with law, and (c) as otherwise instructed by Customer.
7.3Usage data. The Company may collect and use technical and usage data about the operation of the Service (performance, feature usage, error logs) to operate, secure, and improve the Service, provided such data is aggregated or de-identified when used outside of serving Customer’s account.
7.4Export and deletion. During the subscription term, Customer may export Customer Data through the Service’s export features or by written request. After termination or expiration, we will make Customer Data available for export for 30 days, after which we may delete it from production systems, subject to routine backup cycles and legal retention obligations.
7.5Privacy. Our processing of personal data in connection with the Service is described in the EZ Track-Auto Privacy Policy, available on this site’s Privacy Policy page (https://eztrackauto.com/legal/privacy), which is incorporated by reference.
8AI Features and Data Accuracy
8.1Nature of output. The AI Features generate transcriptions, summaries, recommendations, and auto-filled content using machine-learning models, including models operated by third-party providers. Output may be inaccurate, incomplete, or inapplicable. The flow advisor and similar features provide operational suggestions only; they are not business, financial, legal, or mechanical advice.
8.2Human review. Customer is responsible for reviewing AI-generated content (including repair-order auto-fill and note summaries) before relying on it or acting on it, and for all decisions made based on the Service.
8.3Voice recordings. Voice command and transcription features process audio recordings of the speaker. The audio is used only to produce a transcript and is not stored by the Service; only the resulting text is retained. Customer is responsible for ensuring its Authorized Users know their audio is recorded and processed, and for any consent required by applicable law.
8.4Vehicle and title data accuracy. The Service may include features that decode VINs, suggest vehicle information, or display title status. This information is provided "as is" and may not be accurate or complete. Customer should independently verify all vehicle and title information before relying on it for any business decision, transaction, or regulatory compliance.
9Acceptable Use
Customer will not use the Service to store or transmit malicious code; infringe or misappropriate any third party’s rights; harass or harm any person; send spam or unlawful communications; interfere with or disrupt the integrity or performance of the Service or other customers’ data; or store or process sensitive personal information beyond what is necessary for dealership operations (e.g., Social Security numbers or bank account numbers). We may suspend access, with notice where practicable, to prevent material harm to the Service or other customers; we will restore access promptly once the issue is resolved.
10Third-Party Services
The Service is built on and interoperates with third-party services, including payment processing (Stripe), cloud hosting and infrastructure, AI model providers, email delivery, and error monitoring, identified in the Privacy Policy, and optional integrations Customer chooses to connect (e.g., DMS or shop management systems). Third-party services are governed by their own terms; the Company is not responsible for third-party services it does not control, but remains responsible for its subprocessors’ handling of Customer Data as described in the Privacy Policy.
11Confidentiality
Each party will protect the other’s non-public information disclosed in connection with this Agreement with at least reasonable care, use it only to perform under this Agreement, and not disclose it to third parties except to personnel, contractors, and subprocessors bound by obligations at least as protective. Customer Data is Customer’s confidential information; the Service’s software, pricing not publicly listed, and security details are the Company’s. Standard exclusions (public knowledge, independent development, prior possession, compelled disclosure with notice where lawful) apply. This section survives termination for three (3) years; trade secrets are protected for as long as they remain trade secrets.
12Intellectual Property; Feedback
All rights in the Service remain with the Company (Section 3.3). If Customer or its Authorized Users provide suggestions or feedback about the Service, the Company may use them without restriction or obligation, and Customer grants the Company a perpetual, irrevocable, royalty-free license to do so. Feedback does not include Customer Data.
13Warranties and Disclaimers
13.1Company warranty. The Company warrants that it will provide the Service in a professional and workmanlike manner and will not materially degrade the Service’s security practices during a paid term.
14Limitation of Liability
14.3Exceptions. The cap in Section 14.2 does not apply to Customer’s payment obligations, either party’s breach of Section 11 (Confidentiality), Customer’s breach of Section 3.2 (Restrictions), or either party’s indemnification obligations under Section 15. Nothing in this Agreement limits liability that cannot be limited under applicable law.
15Indemnification
15.1By the Company. The Company will defend Customer against third-party claims alleging that the Service, as provided by the Company and used as permitted, infringes a U.S. patent, copyright, or trademark or misappropriates a trade secret, and will pay resulting damages finally awarded or agreed in settlement. If such a claim arises, the Company may modify the Service, procure rights, or terminate the affected subscription with a pro-rata refund. This section does not apply to claims arising from Customer Data, combinations with non-Company products, or use in violation of this Agreement.
15.2By Customer. Customer will defend the Company against third-party claims arising from Customer Data, Customer’s use of the Service in violation of this Agreement or law, or disputes between Customer and its own customers or personnel, and will pay resulting damages finally awarded or agreed in settlement.
15.3Process. The indemnified party must give prompt notice, sole control of the defense to the indemnifying party (with reasonable cooperation), and may participate with its own counsel at its own expense.
16Term, Suspension, and Termination
16.1Term. This Agreement takes effect on acceptance and continues while any Order is active.
16.2Termination for cause. Either party may terminate if the other materially breaches and fails to cure within 30 days of written notice, or immediately upon the other party’s insolvency.
16.3Effect. On termination or expiration: Customer’s access ends, unpaid fees for the period through the effective date become due, and Section 7.4 (export window) applies. Sections 3.3, 7.4, 8, 11 through 15, this Section 16.3, and 18 survive.
17Changes to this Agreement
We may update this Agreement from time to time. For material changes, we will give Customer at least 30 days’ notice (by email to the account administrator and in-app), and Authorized Users will be asked to re-accept the updated version. Material changes take effect at the next renewal after the notice period; continued use after that date constitutes acceptance. Non-material changes (clarifications, new feature descriptions) take effect on posting with an updated “Last updated” date.
18General
18.1Governing law and venue. This Agreement is governed by the laws of the State of Colorado, without regard to conflict-of-laws rules. The state and federal courts located in El Paso County, Colorado have exclusive jurisdiction, and the parties consent to personal jurisdiction there.
18.2Entire agreement; order of precedence. This Agreement, the Order, and the Privacy Policy are the entire agreement regarding the Service and supersede prior discussions. If they conflict, the Order controls over this Agreement.
18.3Assignment. Customer may not assign this Agreement without the Company’s written consent, except to a successor of substantially all its assets with notice. The Company may assign this Agreement to an affiliate or successor.
18.4Notices. Legal notices to the Company go to [email protected] or to Asset Pilot LLC, 7090 Quitman Ct, Colorado Springs, CO 80923; notices to Customer go to the account administrator’s email on file.
18.5Miscellaneous. No waiver is effective unless in writing. If a provision is unenforceable, the remainder stands. Neither party is liable for delay caused by events beyond its reasonable control. The parties are independent contractors.
Acceptance
You accept this Agreement by creating an account or by using the Service. Acceptance is recorded with your account, the document version, and a server timestamp when you sign up or first sign in.
Recorded on acceptance: name, account, version, and timestamp. Who accepts: each Authorized User, on first use (Section 4.4). Questions about these terms: [email protected].