Product Terms – CRM

The below product terms apply to Your use of Tekion CRM. By completing the purchase process, You agree to the below terms.

1. DEFINITIONS
   1. Any capitalized terms not specifically defined here have the same meaning as in the Master Subscription Agreement between You and Us ("Agreement").
   2. Access to Tekion CRM. Subject to the terms and conditions in the Agreement, We will make the Tekion CRM available to You during the term set out in the Order Form.
   3. Term of License for Tekion CRM, The license term for the Tekion CRM shall be as specified in the applicable Order Form.
   4. Restrictions on Specific Types of Use and Content. In addition to the restrictions on use in the Agreement, You will ensure that Customer’s use of the Service complies with applicable requirements of the Payment Card Industry Data Security Standards (PCI DSS) and shall not store or process credit card, bank account, or social security information in the Tekion CRM. You further agree that You shall not use the Tekion CRM to store, maintain, process or transmit any sensitive or special Personal Data that imposes specific data security or data protection obligations on Us other than those expressly provided for in the DPA.
   5. Fees for the Tekion CRM. You will pay Us for use of the Tekion CRM at the rates specified in the applicable Order Form.

Product Terms – Terms and Conditions for Tekion CRM ("Accelerated")

These Terms and Conditions are between Tekion Corp ("We", "Us", "Our") and the above-named customer ("You", "Your") and is effective as of the date it is signed by You ("Effective Date").

1. Service Description: "Accelerated" is a scaled down version of Tekion CRM and is being provided to assist dealerships who require urgent access to a CRM to conduct their business operations with an "Accelerated" launch date. We have expedited the availability of thed service due to these circumstances.
2. Features: "Accelerated" will possess a reduced set of features compared to the Tekion CRM and is designed for use with new data only and will not support historical data or OEM integrations (if there is not an existing certification in place), including any 3rd party integrations. "Accelerated" will support the following minimum features:
   
   • Add leads
   • OEM Leads (Certified Partners: dependent on OEM timelines)
   • 3rd party lead providers
   • Add customers
   • Communication
   • Single-Number Texting
   • E-mail
   • Sources (Standard)
   • Workflows/Processes (Standard)
   • CRM Forms (Standard)
3. Support and Training: Our ability to offer support and training for "Accelerated" may be limited due to the reduced functionality and emergency nature of this provisioning of our core CRM platform. Support and training will be provided at our discretion and availability. You acknowledge and accept the risk associated with using "Accelerated" with potentially limited support and training.
4. No Warranties: "Accelerated" is provided "as is" without any warranties of any kind, either express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. You accept the responsibility of assessing the suitability of "Accelerated" for Your business needs.
5. Data Use and Limitations:
   • You agree to only use new data in connection with "Accelerated" that is input by You into the platform beginning on the effective date of Your Order Form.
   • You acknowledge and agree that You will not attempt to load historical data into "Accelerated".
6. Existing CRM Customers: If You previously signed an order form for the Tekion CRM, You must sign this Order Form to receive access to "Accelerated". If Our implementation schedule permits, We will use reasonable efforts to transition Your access from "Accelerated" to Tekion CRM prior to Your originally scheduled implementation date for Tekion CRM.
7. Transition from "Accelerated" to Tekion CRM: If You sign an Order Form for Tekion CRM prior to the end of Your subscription Term for "Accelerated", We may mutually agree to transition Your access from "Accelerated" to Tekion CRM or continue Your access to "Accelerated" until You launch on Tekion CRM. Any and all launches on Tekion CRM will be subject to our implementation schedule.
8. Implementation Fees: There are no implementation fees associated with Your subscription to "Accelerated" at launch. However, if You choose to sign up for the full version of Tekion CRM, You will be responsible to pay implementation fees. Your implementation fees will be specified on your order form and will be collected at the launch date of Tekion CRM.
9. Compliance with Security Requirements: You expressly warrant and agree that You will comply with all security measures reasonably required by Us. These measures may include adherence to access controls, two-factor authentication, and other measures designed to protect the integrity and confidentiality of data processed by "Accelerated".

Product Terms – PayTek Terms

The following terms and conditions (these "Terms") govern your use of Tekion Corp’s ("we", "our", or "Tekion") payment services ("Services"). By accessing or using our Services or by clicking "accept" or "agree" to these Terms, (1) you acknowledge that you have read, understand, and agree to be bound by these Terms, and (2) you represent and warrant that you are of legal age and not prohibited by law from accessing or using our Services.

1. Payment Processor. We will designate one or more service providers to process your payments in connection with our Services. Your use of the payment processor will be subject to the payment processor’s terms, conditions and policies, including the processor’s privacy policy. Currently, Stripe Inc. ("Stripe") is our designated payment processor. We are not liable to you for any losses or damages you may incur from the acts or omissions of the payment processor.
2. Use of Payment Data. Stripe will securely store your payment data according to their privacy notice, which is separate and distinct from our privacy notice. We are not responsible for any losses or damages that may arise from Stripe's storage or use of your payment data. By using our Services to make a payment, you acknowledge and accept Stripe's terms governing the storage and use of payment data.
   When you use our Services, we receive a token from Stripe instead of your actual credit or debit card details (e.g., your card number, CVV, and billing information). This token allows us to facilitate your payments without your actual card information.
   We only use your tokenized payment data ("Data") to help facilitate your payments. We will not use your Data for any other purposes without your express consent.
   For more information on other data that we may collect from you through our Services, please see our privacy notice.
3. Privacy and Data Sharing. We will not share your Data with any third parties, except as (i) required by applicable law, (ii) your explicit consent, and (iii) as required by our contractual obligations with our dealership and automotive manufacturer customers. We will only share your Data with trusted partners who are bound by similar confidentiality and security obligations.
   For more information on how we share other data that we may collect from you through our Services (e.g., IP address), please see our privacy notice. Please note that we are a service provider (or, where applicable, a data processor) to our dealership customers. To exercise any privacy rights that you may have under applicable law, please contact the dealership through which you accessed our Services.
4. Data Storage and Security. We will securely store your Data in our database, using appropriate technical and organizational measures designed to protect against unauthorized access, use, disclosure, or destruction.
5. Data Retention. We will retain your Data for only as long as necessary to (i) facilitate transactions that you requested, (ii) to comply with applicable legal and regulatory requirements, and where required, (iii) to comply with our contractual obligations to our dealership and automotive manufacturer customers. Where we keep your Data, we do so in accordance with any limitation periods and records retention obligations that are imposed by applicable law.
   Please see our privacy notice for more information on when and why we retain your personal information and other data.
6. Disclaimer of Warranties. YOU UNDERSTAND THAT USE OF OUR SERVICES IS AT YOUR OWN RISK AND TEKION CANNOT GUARANTEE THAT OUR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.  OUR SERVICES, ALL TEKION CONTENT, AND ANY OTHER INFORMATION, PRODUCTS, AND MATERIALS CONTAINED IN OR ACCESSED THROUGH OUR SERVICES, ARE PROVIDED TO USER ON AN "AS IS" BASIS AND WITHOUT WARRANTY OF ANY KIND. TEKION EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, CONDITIONS, OR INDEMNITIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, OR ANY WARRANTY ARISING FROM A COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. TEKION DOES NOT WARRANT THAT YOUR USE OF OUR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT TEKION WILL REVIEW THE INFORMATION OR MATERIALS MADE AVAILABLE THROUGH OUR SERVICES FOR ACCURACY OR THAT IT WILL PRESERVE OR MAINTAIN ANY SUCH INFORMATION OR MATERIALS WITHOUT LOSS. TEKION SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES, OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF TEKION.
   THE FOREGOING DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
7. Release. The dealership ("Dealers") and/or automotive manufacturers ("Manufacturers") utilizing our Services are solely responsible for their interactions with you and any and all claims, injuries, illnesses, damages, liabilities, and costs ("Claims") suffered by you as a result of your interaction with or visit to any Dealer or Manufacturer or from any promotion, offer, product or service of any Dealer or Manufacturer. You must resolve all disputes directly with the Dealer or Manufacturer. To the maximum extent permitted by applicable law, you hereby release Tekion and its subsidiaries, officers, employees, and affiliates (collectively, the "Tekion Parties") from any and all such Claims. IN CONNECTION WITH THE FOREGOING, IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." You hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to the release of any unknown or unsuspected claims you may have against the Tekion Parties pertaining to the subject matter of this Section. This release shall not apply to any damage arising from our willful misconduct or gross negligence, nor shall it apply to damage from injury to life, body, or health.
8. Indemnification. You agree to indemnify and hold us and our affiliates, employees, officers, directors, agents and contractors harmless from any and all Claims, including reasonable attorneys’ fees, that arise from any third-party claim due to or arising out of: (i) your use of our Services, including any claims related to the storage and use of your Data, (ii) your breach or alleged breach of these Terms, (iii) your violation of applicable law, including but not limited to, infringement of third-party intellectual property rights, (iv) any action we take pursuant to your instructions, or (v) your other actions or omissions that result in liability to us. We reserve the right, at your expense, to assume the exclusive defense and control for any matter for which you are required to indemnify us under these Terms, and you agree to cooperate with our defense of these claims.
9. Limitation of Liability. EXCEPT AS EXPRESSLY SPECIFIED HEREIN, IN NO EVENT SHALL THE TEKION PARTIES BE LIABLE FOR ANY INJURIES, LOSSES, CLAIMS, OR DIRECT DAMAGES OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER BASED IN CONTRACT, TORT, OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARISE OUT OF OR ARE ANY WAY CONNECTED WITH (1) THIS AGREEMENT (INCLUDING ANY CHANGES THERETO), (2) ANY USE OF OUR SERVICES, (3) ANY FAILURE OR DELAY (INCLUDING, BUT NOT LIMITED TO, THE USE OR INABILITY TO USE ANY COMPONENT OF ANY OF OUR SERVICES), OR (4) YOUR VISIT TO ANY DEALER OR THE PERFORMANCE, NON-PERFORMANCE, CONDUCT, OR POLICIES OF ANY DEALER IN CONNECTION WITH OUR SERVICES. THE LIMITATION OF LIABILITY IN THIS AGREEMENT SHALL NOT APPLY TO ANY DAMAGE ARISING FROM OUR WILLFUL MISCONDUCT AND GROSS NEGLIGENCE, NOR SHALL IT APPLY TO DAMAGE FROM INJURY TO LIFE, BODY, OR HEALTH.
10. Choice of Law. These Terms are made under and shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles that provide for the application of the law of another jurisdiction.  You may also be entitled to certain consumer protection rights under the laws of your local jurisdiction and/or country of residency.
11. Changes to these Terms. We reserve the right to update these Terms at any time without prior notice. Your continued use of our Services after any changes have been made constitutes your acceptance of the updated Terms.
12. Severability. If any of the provisions, or portions thereof, of these Terms are found to be invalid under any applicable statute or rule of law, then, that provision (or portion thereof) notwithstanding, these Terms shall remain in full force and effect and such provision or portion thereof shall be deemed omitted.
13. Assignment. These Terms and the rights granted and obligations undertaken hereunder may not be transferred, assigned, or delegated in any manner by you, but may be freely transferred, assigned, or delegated by Tekion.
14. Waiver. Any waiver of any provision of these Terms, or a delay by any party in the enforcement of any right hereunder, shall neither be construed as a continuing waiver nor create an expectation of non-enforcement of that or any other provision or right.

Product Terms – Generative AI

The below product terms ("Generative AI Product Terms"), together with the terms set forth in the Master Subscription Agreement and any applicable schedule(s) (collectively, "Terms"), incorporated herein by this reference, apply to Your use of Tekion Generative AI products, including the Tekion Automated Response Assistant support bot (“TARA”). By using our Generative AI products, You agree to these Terms.

In case of any conflict among the terms set forth in the Master Subscription Agreement and the Generative AI Product Terms, the priority of terms is as follows (from highest priority to lowest): (1) Tekion Generative AI Product Terms → (2) Master Subscription Agreement.

For more information on how Tekion collects, safeguards, and discloses information from Your use of our Generative AI products, please see our Privacy Policy.

1. DEFINITIONS

   Any capitalized terms not specifically defined here have the same meaning as in the Master Subscription Agreement between You and Us (the "Agreement").

   1. “Generative AI” includes any machine-based tool designed to consider user questions, prompts, and other inputs (e.g., text, images, videos) to generate a human-like output (e.g., a response to a question, a written document, software code, or a product design).
2. Minimum Age.

   Tekion’s Generative AI products and services are not intended for use by individuals under the age of 13.

3. Prohibited Activities.

   In addition to the acceptable uses for Tekion products and services (as set out in the Master Subscription Agreement), You may not use Tekion Generative AI products for the following prohibited reasons:

   1. To facilitate any fraudulent, deceptive, illegal, harmful, or abusive activity;
   2. To modify, lease, or sell the output of Tekion Generative AI products (except where explicitly permitted by Tekion);
   3. To attempt or assist anyone to reverse engineer, decompile or discover the source code or underlying components of our Tekion Generative AI products, including our models, algorithms, or systems (except to the extent this restriction is prohibited by applicable law);
   4. To facilitate automated data extraction; and
   5. To represent that the output from Tekion Generative AI products are human generated.
4. Generative AI Disclaimers.

   Generative AI products and services may display inaccurate information and are intended only as a supplemental tool. As such, You should not rely on the output from our Generative AI products as a substitute for professional advice or for any purpose that could have a legal or material impact on an individual or business (e.g., credit, legal, or other material decision about an individual or business). You should double-check the output of Generative AI products.

   To protect Your confidentiality, please do not provide any Confidential Information or Personal Information to Tekion Generative AI products as we may review chat history and data inputs to improve our products and services.

   Although Tekion Generative AI products and services are reviewed before release, they may produce incomplete, incorrect, or offensive output that does not represent Tekion’s views. Any output that references any third-party products or services does not necessarily indicate an endorsement by or affiliation with Tekion.

5. Monitoring and Enforcement.

   Tekion will monitor the use of Tekion Generative AI products to ensure compliance with these Terms and applicable laws, and to improve our products and services.

6. No Warranty.

   UNLESS EXPLICITLY STATED OTHERWISE BY TEKION, TEKION GENERATIVE AI SERVICES AND CONTENT ARE INTENDED TO PROVIDE SUPPORT TO YOU, AND AS SUCH, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND AND AT YOUR OWN RISK.

7. Changes to Generative AI Product Terms.

   Tekion expressly reserves the right to change, modify or delete provisions of these Terms without notice. If You do not agree to the changes, You must stop using the relevant Tekion Generative AI product or service.

Product Terms – Tekion Pay

The below product terms ("Tekion Pay Product Terms"), together with the terms set forth in the Master Subscription Agreement and any applicable schedule(s) (collectively, "Terms"), incorporated herein by this reference, apply to Your use of Tekion Pay. By completing the purchase process, You agree to these Terms. These Terms include Your express authorization to allow Tekion to automatically debit Your External Bank Account (defined below) in accordance with the Terms. In case of any conflict among the terms set forth in the Master Subscription Agreement, the Tekion Pay Product Terms, and any applicable Schedule to the Tekion Pay Product Terms (including the Regional Schedule, defined below), the terms of the respective terms of the documents will prevail to the extent of the conflict in accordance with the following sequence: (1) applicable Schedule to Tekion Pay Product Terms → (2) Tekion Pay Product Terms → (3) Master Subscription Agreement.

1. Definitions. Any capitalized terms not specifically defined here have the same meaning as in the Master Subscription Agreement between You and Us (the "Agreement").
2. Regional Terms. As used below, "Your Country" means the country or countries that exercise jurisdiction over Your activity relating to the acceptance or processing of payments, including Your use of Tekion Pay. To the extent that Your Country is any country other than the United States, the terms set forth in the regional schedule to this Agreement pertinent to Your Country ("Regional Schedule"), incorporated herein by reference, govern Your use of Tekion Pay. Regional Schedule terms are attached hereto, and may be updated and posted here from time-to-time in Our sole discretion. Your continued use of Tekion Pay in Your Country constitutes Your acceptance of such updated terms.
3. Access to Tekion Pay. Subject to the terms and conditions in the Agreement and these Terms, We will make Tekion Pay available to You as specified in the applicable Order Form during the term set out in the applicable Order Form.
4. Stripe Connected Account Agreement. Prior to using Tekion Pay, You must successfully complete the applicable account application process with Stripe, Inc. or its relevant regional corporate affiliate in Your Country ("Stripe") and agree to Stripe’s connected account agreement applicable to Your Country (accessible here for United States entities) ("Stripe Connected Account Agreement") and any other terms and conditions required by Stripe. Your access and use of Tekion Pay is subject to Your compliance with the Stripe Connected Account Agreement. You acknowledge and agree that Tekion is not a party to the Stripe Connected Account Agreement and You are solely responsible for complying with its terms and conditions. Please review Stripe’s terms of service available here (for United States entities) to understand how Stripe processes payments, and Stripe’s privacy policy here (for United States entities) to understand Stripe’s privacy practices. We are not responsible for Stripe’s services. To the extent there is a refund request or other payment request, any such adjustment must be made directly by You, and We are not responsible for making any refunds or reversing any payments.
5. Additional Stripe Services. Tekion Pay may offer additional services through Stripe or Stripe’s vendors (“Additional Stripe Services”). These Additional Stripe Services may be subject to separate terms and fees (refer to Section 12(d) of the Stripe Connected Account Agreement). You must agree to these additional terms before using any such Additional Stripe Services. Please note that You are solely responsible for adhering to their terms and conditions. For instance, Stripe, through its vendor, Affirm, offers a point-of-sale (POS) consumer loan service. To utilize this service for Your customers, You must agree to Stripe’s Service Agreement, which includes the terms for using Affirm’s services (accessible at: https://stripe.com/legal/affirm). In the event of a dispute involving these Additional Stripe Services, Your Stripe agreements will control as Tekion is not a party to Your Stripe agreements.
6. Payment Processing. We may ask you to provide additional information relevant to your Tekion Pay transaction, including Your credit card number, the expiration date of Your credit card and Your email and postal addresses for billing and notification (such information, "Payment Information"). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information including any such Payment Information obtained from a User. When you initiate a transaction, You authorize Us to provide your Payment Information to third parties so we can complete your Tekion Pay transaction and to charge Your payment method for the type of transaction you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify Your identity before completing Your Tekion Pay transaction (such information is included within the definition of Payment Information).
7. External Bank Account. You must provide Tekion with details relating to the commercial demand deposit account from which You will pay Tekion for the Tekion Pay services ("External Bank Account"), including, without limitation, the account number and the holding financial institution’s name and contact information and relevant bank routing information. At all times the External Bank Account must be owned by You, titled in Your legal or trade name, used solely for commercial purposes, and maintained in Your Country. You must notify Tekion, in writing, of any material changes to Your External Bank Account immediately. If You do not provide timely updated External Bank Account information to Tekion, Tekion may suspend or terminate Your access to Tekion Pay. You are liable for any unsatisfied payment or other obligations resulting from Your failure to update Tekion in accordance with this paragraph. Tekion is not liable for any losses suffered by You as a result of Your failure to provide updated External Bank Account information.
8. Automatic Debit Authorization.
   1. By agreeing to these Terms, You authorize Tekion to automatically debit Your External Bank Account for Amounts Owed, as that term is defined in Section 12 below. You authorize Tekion to transfer funds from Your External Bank Account to satisfy each of Your Tekion Pay obligations in full. You also authorize Tekion to automatically transfer funds from Your External Bank Account for all other amounts You owe Tekion under these Terms and the applicable Order Form for Your use of Tekion Pay at the time such amounts are due to Tekion pursuant to Section 12 (Other Amounts Owed). This includes, but is not limited to, any amounts required to fund Your Reserve Account or amounts You owe Tekion for disputed transactions, refunds, returns, reversals or fines. You acknowledge Tekion is not obligated to notify you before initiating an automatic debit to Your External Bank Account. You authorize Tekion to initiate additional debit entries, to the extent permitted under law and network rules, to Your External Bank Account until the amount of the initial debit is fully satisfied.
   2. To the extent that there is any conflict between the provisions of Section 7.1 and the provisions of any official Tekion Pay Standing Automatic Debit Authorization form (the "Authorization") that constitutes an authorization to debit the External Bank Account, the Tekion Pay Standing Automatic Debit Authorization form will prevail over Section 7.1 to the extent of the conflict.
   3. You agree to maintain funds in Your External Bank Account sufficient to pay all outstanding amounts You owe to Tekion so that each debit to the External Bank Account will be honored. Tekion is not liable for any fees or other costs incurred by You as a result of Your failure to maintain sufficient funds in Your External Banking Account, including any fees imposed by the financial institution that holds Your External Bank Account. Your access to Tekion Pay may be suspended or terminated if You fail to maintain sufficient funds in Your External Bank Account.
   4. This Authorization and the authorization in Section 7.1 will remain in effect until the later occurrence of: (a) Your satisfaction of all outstanding liabilities You owe to Tekion; or (b) termination of Your use of Tekion Pay and Your provision of written notice of revocation of the Authorization to Tekion. You may provide notice of revocation of Authorization by submission of written notice of such revocation to Tekion in accordance with the notice requirements under the Agreement.
9. Reserve Account.
   1. Upon Tekion's request, You agree to establish and fund an account of a type acceptable to Tekion in Tekion’s sole discretion for the sole purpose of securing, in Tekion's favor, any payment or reimbursement obligations arising out of Your use of Tekion Pay ("Reserve Account"). Tekion has the sole right to determine the minimum amount You must maintain in the Reserve Account ("Reserve Minimum") and other conditions applicable to the Reserve Account. Tekion in its sole discretion may increase or decrease the Reserve Minimum upon prior notice to You. If You fail to maintain the Reserve Minimum, You authorize Tekion to fund the Reserve Account by debiting Your External Bank Account in the amount necessary to satisfy the Reserve Minimum. If You fail to maintain the Reserve Minimum, Tekion reserves the right to suspend or terminate Your use of Tekion Pay.
   2. You grant Tekion a lien and security interest in the Reserve Account. This means that if You have not paid funds that You owe Tekion under these Terms, the Agreement, and the applicable Order Form for Your use of Tekion Pay, Tekion has a right superior to the rights of any of Your other creditors to take control of the Reserve Account and transfer funds in the Reserve Account to Tekion to satisfy Your obligations to Tekion. Upon Tekion’s request, You will execute and deliver any documents and pay any associated costs relating to creating, perfecting, or maintaining a security interest in the Reserve Account, including but not limited to executing a relevant account control agreement and filing any applicable security interest forms contemplated by the relevant laws of Your Country.
10. Restrictions on Use. In addition to the restrictions on use set forth in the Agreement, You must not (i) use Tekion Pay for any fraudulent, unlawful, deceptive, or abusive purposes, or in any manner harmful to, or intended to harm, Tekion, Stripe or any third party; or (ii) use Tekion Pay for any activity listed in the Prohibited and Restricted Businesses List made available by Stripe, as updated from time to time.
11. Tekion Pay Data. "Tekion Pay Data" means any data about Your transactions via Tekion Pay or otherwise about Your use of Tekion Pay. Tekion Pay Data is included in Your Data for all purposes of the Agreement. You grant Us permission to allow Stripe to access and process Your Tekion Pay Data as required for the operation of Tekion Pay or for regulatory compliance purposes. We are not responsible for any use, disclosure, modification or deletion of Your Tekion Pay Data by Stripe.
12. Fees. You will pay Us the rates specified in the applicable Order Form for use of Tekion Pay.
13. Other Amounts Owed. You are immediately responsible to Tekion for all disputed transactions, refunds, returns, reversals or fines ("Amounts Owed") regardless of the reason or timing to the extent Tekion is liable to Our third-party payment processors or any other third party for the transactions processed using Tekion Pay. You agree to pay all Amounts Owed to Tekion on demand. Failure to promptly pay Amounts Owed is a breach of these Terms. If you fail to pay Amounts Owed to Tekion under these Terms or the applicable Order Form, Your access to Tekion Pay may be suspended or terminated and in any event you will remain liable for such Amounts Owed until they are fully discharged and paid.
14. Indemnity by You. In addition to Your indemnification obligations to Us in the Agreement, You will indemnify Us from and against all losses, damages, liabilities, costs, expenses (including reasonable legal fees), penalties and fines paid or incurred by Us to the extent arising out of: (a) Your or Your Users’ breach of the Stripe Connected Account Agreement or These Terms; (b) Your or Your Users’ use of Tekion Pay, including any act or omission by You or Your Users related to Tekion Pay; (c) inaccurate or incomplete information provided to Us, Stripe, or any third-party by or on behalf of You or Your Users; (d) all activity in Your Tekion Pay account, whether initiated by You or not (including all transactions, disputes (including chargebacks), refunds, reversals, and associated fines); and (e) any use of Tekion Pay in a manner prohibited by applicable law, under the Agreement or the Stripe Connected Account Agreement.

Regional Schedule to Tekion Pay Product Terms

The terms set forth in this Regional Schedule modify the Tekion Pay Product Terms to the extent that Your use of Tekion Pay is governed by the laws of any country expressly identified below. All terms of the Master Subscription Agreement, the Tekion Pay Product Terms, relevant Order Forms, and other incorporated terms and conditions apply to Your use of Tekion Pay in full force and effect unless expressly modified herein.

1. Canada. To the extent that Your use of Tekion Pay subjects You or Your operations to the laws of the country of Canada, the provisions of this Regional Schedule Section 1 (Canada) govern such use, and matters relating to such use.
   1. Stripe Agreements. Stripe terms referenced in Section 4 (Stripe Connected Account Agreement) of the Tekion Pay Product Terms are available at the links below.
      1. Stripe connected account agreement
      2. Stripe terms of use
      3. Stripe privacy policy
   2. Governing Law. These terms of the Agreement, and any disputes arising out of or related hereto, will be governed exclusively by the internal Laws of the province of Ontario and federal laws applicable therein, without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods.
   3. Venue; Fees. The courts located in Toronto, Ontario will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the Agreement or its formation, interpretation or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts. In any action or proceeding to enforce rights under the Agreement, the prevailing party will be entitled to recover its reasonable costs and legal fees on a substantial indemnity basis.
2. United Kingdom. To the extent that Your use of Tekion Pay subjects You or Your operations to the laws of the United Kingdom, the provisions of this Regional Schedule Section 2 (United Kingdom) govern such use, and matters relating to such use.
   1. Stripe Agreements. Stripe terms referenced in Section 4 (Stripe Connected Account Agreement) of the Tekion Pay Product Terms are available at the links below.
      1. Stripe connected account agreement
      2. Stripe terms of use
      3. Stripe privacy policy
   2. Governing Law. These terms of the Agreement, and any disputes arising out of or related hereto, will be governed exclusively by the internal Laws of England and Wales and federal laws applicable therein, without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods.
   3. Venue; Fees. The courts located in London, England will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the Agreement or its formation, interpretation or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts. In any action or proceeding to enforce rights under the Agreement, the prevailing party will be entitled to recover its reasonable costs and legal fees on a substantial indemnity basis.

Tekion Spend Management Product Terms

The following product terms ("Tekion Spend Management Product Terms"), together with the terms set forth in the Master Subscription Agreement, the Tekion Pay Product Terms, and any applicable schedule(s) (collectively, "Terms"), incorporated herein by this reference, apply to Your use of Tekion Spend Management. By completing the purchase process, You agree to these Terms.

1. Definitions. Any initially capitalized terms used, but not specifically defined here, have the meanings ascribed to them in the Master Subscription Agreement between You and Us ("Agreement"), or the Stripe Agreements (defined below).
2. Regional Terms. As used below, "Your Country" means the country or countries that exercise jurisdiction over Your activity relating to funds transfers through Tekion Spend Management. To the extent that Your Country is any country other than the United States, the terms set forth in the regional schedule to this Agreement pertinent to Your Country ("Regional Schedule"), incorporated herein by reference, govern Your use of Tekion Spend Management. Regional Schedule terms are attached hereto, and may be updated and posted here from time-to-time in Our sole discretion. Your continued use of Tekion Spend Management in Your Country constitutes Your acceptance of such updated terms.
3. Stripe Agreements. Prior to using Tekion Spend Management, You must successfully complete the account application and onboarding process with Stripe, Inc., and its affiliates, including Stripe Payments Company (collectively, "Stripe") and agree to Stripe’s relevant service and accountholder terms. Relevant terms include, without limitation, those set forth in the Stripe Treasury Agreement - Connected Accounts ("Stripe Treasury Agreement"), Stripe Connected Account Agreement, and Stripe Services Agreement (collectively, "Stripe Agreements"). Your access and use of Tekion Spend Management is subject to your compliance with the Stripe Agreements. You acknowledge and agree that Tekion is not a party to the Stripe Agreements and that Tekion bears no liability to You resulting from your failure to comply with the Stripe Agreements. Please review the Stripe Agreements available at https://stripe.com/us/legal to understand how Stripe administers treasury management services, including funds transfers and payment card issuance. Additionally, please review Stripe’s privacy policy available at https://stripe.com/us/privacy to understand Stripe’s privacy practices. We are not responsible for Stripe’s services. To the extent that You, Your Authorized Users, or Your payors or payees request any payment reversals, cancellations, or other adjustments, or initiate any chargebacks, late fees, overage fees, or other fees or fines, We are not responsible for making such adjustments or reimbursing You, Your Authorized Users, or Your payors or payees in relation to them.
4. External Bank Account. You must provide Tekion with details relating to the commercial demand deposit account from which You will pay Tekion for the Tekion Spend Management services ("External Bank Account"), including, without limitation, the account number and the holding financial institution’s name and contact information and relevant bank routing information. At all times the External Bank Account must be owned by You, titled in Your legal or trade name, used solely for commercial purposes, and maintained in Your Country. You must notify Tekion, in writing, of any material changes to Your External Bank Account immediately. If You do not provide timely updated External Bank Account information to Tekion, Tekion may suspend or terminate Your access to Tekion Spend Management. You are liable for any unsatisfied payment or other obligations resulting from Your failure to update Tekion in accordance with this paragraph. Tekion is not liable for any losses suffered by You as a result of Your failure to provide updated External Bank Account information.
5. Automatic Debit Authorization.
   1. By agreeing to these Terms, You authorize Tekion to automatically debit Your External Bank Account for all amounts paid by Tekion (a) in settlement of any of Your obligations arising from Your use of Tekion Spend Management; and (b) for any fees or other amounts You owe Tekion for use of Tekion Spend Management in accordance with the Agreement, applicable payment network rules, Stripe terms and conditions, or applicable law. This includes, but is not limited to, amounts required to fund Your Reserve Account or amounts You owe Tekion for disputed transactions, refunds, returns, reversals or fines. You acknowledge Tekion is not obligated to notify you before initiating an automatic debit to Your External Bank Account. You authorize Tekion to initiate additional debit entries, to the extent permitted under law and network rules, to Your External Bank Account until the amount of the initial debit is fully satisfied.
   2. To the extent that there is any conflict between the provisions of Section 5.1 and the provisions of any separate, Tekion-issued Tekion Spend Management Standing Automatic Debit Authorization form (the "Authorization Form") that constitutes an authorization to debit the External Bank Account, the Authorization Form will prevail over Section 5.1 to the extent of the conflict, provided that You have duly executed the Authorization Form.
   3. You agree to maintain funds in Your External Bank Account sufficient to pay all outstanding amounts You owe to Tekion so that each debit to the External Bank Account is honored at the time of its occurrence. Tekion is not liable for any fees or other costs incurred by You as a result of Your failure to maintain sufficient funds in Your External Banking Account, including any fees imposed by the financial institution that holds Your External Bank Account. Your access to Tekion Spend Management may be suspended or terminated if You fail to maintain sufficient funds in Your External Bank Account.
   4. The authorization described in this Section 5, including any authorization granted in an Authorization Form will remain in effect until You provide written notice of revocation of the authorization to Tekion, together with the later occurrence of: (a) Your satisfaction of all outstanding liabilities You owe to Tekion; or (b) termination of Your use of Tekion Spend Management. You may provide notice of revocation of authorization by submission of written notice of such revocation to Tekion in accordance with the notice requirements under the Agreement.
6. Reserve Account.
   1. Upon Tekion’s request, You agree to establish and fund an account of a type acceptable to Tekion in Tekion's sole discretion for the sole purpose of securing, in Tekion's favor, any payment or reimbursement obligations arising out of Your use of Tekion Spend Management ("Reserve Account"). Tekion has the sole right to determine the minimum amount You must maintain in the Reserve Account ("Reserve Minimum") and other conditions applicable to the Reserve Account. Tekion in its sole discretion may increase or decrease the Reserve Minimum upon prior notice to You. If You fail to maintain the Reserve Minimum, You authorize Tekion to fund the Reserve Account by debiting Your External Bank Account in the amount necessary to satisfy the Reserve Minimum. If You fail to maintain the Reserve Minimum, Tekion reserves the right to suspend or terminate Your use of Tekion Spend Management.
   2. You grant Tekion a lien and security interest in the Reserve Account. This means that if You have not paid funds that You owe Tekion under these Terms, the Agreement, and the applicable Order Form for Your use of Tekion Spend Management, Tekion has a right superior to the rights of any of Your other creditors to take control of the Reserve Account and transfer funds in the Reserve Account to Tekion to satisfy Your obligations to Tekion. Upon Tekion’s request, You will execute and deliver any documents and pay any associated costs relating to creating, perfecting, or maintaining a security interest in the Reserve Account, including but not limited to executing a relevant account control agreement and filing any applicable security interest forms contemplated by the relevant laws of Your Country.
7. Authorized Use. In addition to Your other obligations under the Agreement and the Stripe Agreements, You must maintain the security and integrity of all Tekion Spend Management login credentials. You are responsible for all activity in Your Tekion Spend Management account initiated under Your login credentials. Except with regard to Tekion’s own recklessness or willful misconduct, Tekion bears no liability to You or any third party for any acts relating to Your use of Tekion Spend Management constituting unauthorized use.
8. Required Information and Actions. We may request that you provide additional information or take additional actions prior to facilitating any transaction through Tekion Spend Management as reasonable or as requested by Stripe or relevant financial institutions. This may include, without limitation, requests that you: provide additional bank details relevant to your funds transfers, disclose information about your payors or payees, verify the authenticity of any funds transfer requests, or verify authority to issue transaction instructions. You will promptly comply with all such requests.
9. Right to Decline Entries. We are not obligated to facilitate or execute any transaction through Tekion Spend Management that may result in our or Your non-compliance with Applicable Rules.
10. Authorization to Act on Your Behalf. You expressly authorize us (or our third-party payment processors, including Stripe) to initiate funds transfer requests and other banking services on Your behalf, including transaction requests within Your Financial Account(s), in the reasonable course of providing Tekion Spend Management services to You. You represent and warrant that you have the legal right to use all payment method(s) used in the execution of Your Tekion Spend Management transactions, including relevant consent from Your payors and payees.
11. Tekion Spend Management Data. "Tekion Spend Management Data" means any data about Your transactions via Tekion Spend Management or otherwise about Your use of Tekion Spend Management, including personally identifiable information. Tekion Spend Management Data is included in Your Data for all purposes of the Agreement. You grant Us permission to allow Stripe to access and process Your Tekion Spend Management Data as required for the operation of Tekion Spend Management. We are not responsible for any use, disclosure, modification or deletion of Your Tekion Spend Management Data by Stripe.
12. Authorization to Share Information. You authorize Us to share Tekion Spend Management Data with third parties to the extent reasonably necessary to provide or improve Tekion Spend Management or other Tekion services to You.
13. Restrictions on Use. In addition to the restrictions on use set forth in the Agreement, You must not (i) use Tekion Spend Management for any fraudulent, unlawful, deceptive, or abusive purposes, or in any manner harmful to, or intended to harm, Tekion, Stripe or any third party; (ii) use Tekion Spend Management for any activity listed in the Restricted Businesses List made available by Stripe, as updated from time to time; or (iii) transmit funds to any account maintained outside the borders of the United States.
14. Fees for Tekion Spend Management. You will pay Us for use of Tekion Spend Management the rates specified in the applicable Order Form, relevant Schedule, or as published on Our website.
15. Card Issuance. As between You and Tekion, You are solely responsible for all activity taking place in Your Cardholder Accounts. You and Your Authorized Users must maintain the security of all cards issued to You through Tekion Spend Management. Tekion undertakes no responsibility for monitoring or enforcing Your expense policies as applicable to Your Authorized Users or any third party.
16. Financial Services. Tekion provides Tekion Spend Management services, including payment card issuance and maintenance services, as a third-party service provider to our financial services partners. Tekion does not engage in money transmission services and is not a licensed money transmitter or depository institution as those terms are defined and used by the Financial Crimes Enforcement Network, the Federal Reserve Board, the Office of the Comptroller of Currency of the United States, or other federal or state regulatory bodies.
17. Indemnity by You. In addition to Your indemnification obligations to Us in the Agreement and the Tekion Pay Product Terms, You will indemnify Us from and against all losses, damages, liabilities, costs, expenses (including reasonable legal fees), penalties and fines paid or incurred by Us to the extent arising out of: (a) Your or Your Users’ breach of the Stripe Agreements or these terms; (b) Your or Your Users’ use of Tekion Spend Management, including any act or omission by You or Your Users related to Tekion Spend Management; (c) inaccurate or incomplete information provided to Us, Stripe, or any third-party by or on behalf of You or Your Users; and (d) all activity in Your Tekion Spend Management account, whether initiated by You or not (including all transactions, disputes (including chargebacks), refunds, reversals, and associated fines); and (e) any use of Tekion Spend Management in a manner prohibited by Applicable Rules, under the Agreement or the Stripe Agreements.

Product Terms – Tekion Forms

The below product terms apply to Your use of Tekion Forms. By completing the purchase process, You agree to the below terms.

1. DEFINITIONS
   1. Any capitalized terms not specifically defined here have the same meaning as in the Master Subscription Agreement between You and Us ("Agreement").
   2. License to Use the Tekion Forms. We hereby grant You a limited, non-exclusive and non-transferable right and license to use and distribute the Tekion Forms solely for Your own business purposes, subject to the terms and conditions of the Agreement and the applicable Order Forms. This license includes the right to (i) print the Tekion Forms for Your customers or potential customers and (ii) manually and/or electronically populate the Tekion Forms, but does not include any other rights to modify the Tekion Forms. You will not modify, copy, sublicense, misuse, or permit the unauthorized use of, any Tekion Forms without our prior written consent.
   3. Term of License for Tekion Forms. The license term for each Tekion Form shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, the license for the Tekion Forms will automatically renew on an annual basis unless either party gives the other at least 90 (ninety) days written notice of termination. You will pay for the Tekion Forms until the date of termination.
   4. Ownership of Tekion Forms. Save and except for the limited license granted pursuant to these terms, We retain all ownership and intellectual property rights in and to the Tekion Forms (including any modifications that We make to the Tekion Forms). You agree not to remove or obscure any copyright, trademark, service mark, patent, or other intellectual property notices that appear on the Tekion Forms or any related documentation without Our prior written consent.
   5. Fees for Tekion Forms. You will pay Us for use of the Tekion Forms at the rates specified in the applicable Order Form.
   6. Disclaimer. EXCEPT AS PROVIDED IN THE AGREEMENT, THE TEKION FORMS ARE DELIVERED "AS IS" AND "WHERE IS" AND AT YOUR OWN RISK, AND TEKION DOES NOT WARRANT THE LEGAL SUFFICIENCY OF THE TEKION FORMS AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.

Product Terms – Tekion Payroll

The below product terms ("Tekion Payroll Terms"), together with the terms set forth in the Master Subscription Agreement and any applicable schedule(s) (collectively, "Terms"), incorporated herein by this reference, apply to Your use of Tekion Payroll. By completing the purchase process, You agree to these Terms. In case of any conflict among the terms set forth in the Master Subscription Agreement, the Tekion Payroll Product Terms, and any applicable Schedule to the Tekion Payroll Product Terms, the terms of the respective terms of the documents will prevail to the extent of the conflict in accordance with the following order of precedence (ranked from highest priority to lowest): (1) applicable Order Form for Tekion Payroll Product Terms → (2) Tekion Payroll Product Terms → (3) Master Subscription Agreement.

1. DEFINITIONS
   1. Any capitalized terms not specifically defined here have the same meaning as in the Master Subscription Agreement between You and Us (the "Agreement").
   2. Access to Tekion Payroll. Subject to the terms and conditions in the Agreement and these Terms, We will make Tekion Payroll available to You as specified in the applicable Order Form during the term set out in the applicable Order Form.
   3. Check Service Terms. Prior to using Tekion Payroll, You must successfully complete the applicable account application process with Check, Inc. ("Check") and agree to Check’s payroll user service terms (accessible) ("Check Service Terms") and any other terms and conditions required by Check. Your access and use of Tekion Payroll is subject to Your compliance with the Check Service Terms, the Agreement, and the Tekion Payroll Terms. You acknowledge and agree that Tekion is not a party to the Check Service Terms and You are solely responsible for complying with its terms and conditions. Please review Check Service Terms to understand how Check processes payments, and Check’s privacy policy (to understand Check’s privacy practices. To the extent there is a reversal request or other payment request, any such adjustment must be made directly by You, and We are not responsible for reversing any payments on Your behalf. Upon notice from Tekion that a payroll or tax payment will not be completed for any reason, You will be responsible for making the payment through alternate means. Tekion is not responsible for such late payments.
   4. Restrictions on Use. In addition to the restrictions on use set forth in the Agreement, You must not (i) use Tekion Payroll for any fraudulent, unlawful, deceptive, or abusive purposes, or in any manner harmful to, or intended to harm, Tekion, Check, or any third party; (ii) use Tekion Payroll to conduct business with any individual or entity that is subject to sanctions by the Office of Foreign Assets Control of the U.S. Department of the Treasury, businesses and individuals on other U.S. government-maintained sanctions lists as updated from time to time, or businesses or individuals in Cuba, Iran, North Korea, the Crimea Region, or Syria; or (iii) use Tekion Payroll in a way that violates sanctions programs set by the U.S. government. Suspension of Service. In addition to any suspension or termination rights provided in the Agreement, We may suspend or immediately terminate Your access to Tekion Payroll if You fail to adhere to these Tekion Payroll Terms, the Agreement, or the Check Service Terms, or the actions of any business affiliated with You, creates a material risk to Our business operations. Actions that may give rise to immediate termination include (but are not limited to) repeated or systemic failure to provide accurate payroll information; misrepresentation of Your company or individuals using the Tekion Payroll services on behalf of You; use of Tekion Payroll by unauthorized individuals or entities or in a manner other than their intended purpose of processing payroll; violation of Tekion intellectual property rights or attempts to reverse engineer any aspect of Tekion Payroll; failure to adhere to privacy or other obligations related to payees’ personal information; any action that violates applicable state or federal law; or any action that endangers Tekion’s or Check’s platform or the information contained therein. You understand and accept any liability that results if Tekion discontinues access to Tekion Payroll under this section. Your tax returns may not be filed or produced on Your behalf and Your payroll and tax payments may occur late or not at all.
   5. Tekion Payroll Data. "Tekion Payroll Data" means any data about Your transactions via Tekion Payroll or otherwise about Your use of Tekion Payroll. Tekion Payroll Data is included in Your Data for all purposes of the Agreement. You grant Us permission to allow Check to access and process Your Tekion Payroll Data as required for the operation of Tekion Payroll or for regulatory compliance purposes. We are not responsible for any use, disclosure, modification, or deletion of Your Tekion Payroll Data by Check. Before You can use Tekion Payroll, you will be subject to business diligence including legally required "Know Your Business" checks. Additional information may be requested; failure to timely provide it could result in the denial of access to the payroll product.
   6. Data Accuracy. You are responsible for providing complete and accurate information including but not limited to employee and payroll information, business information, contact information and bank account information. In the event of any changes that affect the content or accuracy of the information provided, or upon the discovery of inaccurate information, You must promptly notify Tekion and provide updated information. Tekion is not responsible for any consequences arising from inaccurate or incomplete information provided by You. Where amended or corrected tax filings are necessary, Tekion does not guarantee the timeliness of those filings and You may be charged additional fees for their preparation.
   7. Fees. You will pay Us the rates specified in the applicable Order Form for use of Tekion Payroll.
   8. Other Amounts Owed. You are responsible to Tekion for all reversals or fines ("Amounts Owed"), regardless of the reason or timing, to the extent that Tekion is liable to any third party for Your transactions processed using Tekion Payroll. You agree to pay all Amounts Owed to Tekion on demand. Failure to promptly pay Amounts Owed is a breach of these Terms. If You fail to pay Amounts Owed to Tekion under these Terms or the applicable Order Form, Your access to Tekion Payroll may be suspended or terminated and in any event You will remain liable for such Amounts Owed until they are fully discharged and paid.
   9. Indemnity by You. In addition to Your indemnification obligations to Us in the Agreement, You will indemnify Us from and against all losses, damages, liabilities, costs, expenses (including reasonable legal fees), penalties and fines paid or incurred by Us to the extent arising out of: (a) Your or Your Users’ breach of the Check Payroll User Service Terms or These Terms; (b) Your or Your Users’ use of Tekion Payroll, including any act or omission by You or Your Users related to Tekion Payroll; (c) inaccurate or incomplete information provided to Us, Check, or any third-party by or on behalf of You or Your Users; (d) all activity in Your Tekion Payroll account, whether initiated by You or not (including all reversals and associated fines); and (e) any use of Tekion Payroll in a manner prohibited by applicable law, under the Agreement, the Tekion Payroll Terms, or the Check Payroll Service Terms.
   10. Legal Responsibility. No information provided in connection with the payroll product is intended to be legal or tax advice. You are responsible for consulting with a legal, tax or financial expert as needed. No communications from Tekion or content on the Tekion dashboard related to the payroll product are intended to suggest any payroll or tax-related decisions on Your behalf or assumptions about Your tax obligations. In offering Tekion Payroll, Tekion is not acting as a fiduciary for You. You will be held responsible by taxing authorities for the timely filing of employment tax returns, the accuracy of those returns, and the timely payment of employment taxes. In providing the payroll product, Tekion does not assume or share this obligation. You may be legally obligated to retain records on behalf of the company or Your employees; Tekion does not assume this obligation. It is Your responsibility to download and retain records as legally required. It is Your obligation to review and correct inaccuracies in all payroll-related documents and tax forms.

Product Terms – Secure Key Lounge

The below product terms apply to Your use of Secure Key Lounge. By completing the purchase process, You agree to the below terms.

1. DEFINITIONS
   1. Any capitalized terms not specifically defined here have the same meaning as in the Master Subscription Agreement between You and Us ("Agreement").
   2. Delivery of Secure Key Lounge Services. We will provide the Secure Key Lounge Services, including any Deliverables and Equipment, in accordance with the Agreement, the applicable Order Forms and the User Documentation.
   3. Term of Secure Key Lounge Services. The term for the Secure Key Lounge Services shall be as specified in the applicable Order Form.
   4. Fees for the Secure Key Lounge. You will pay Us for use of the Secure Key Lounge at the rates specified in the applicable Order Form.
   5. Use of Secure Key Lounge. You acknowledge that any Deliverables and Equipment, including the physical storage container(s), and associated materials provided by Us to You in connection with the Secure Key Lounge Services, have been provided solely for the purposes of Your and Your User’s and customer’s use of the Secure Key Lounge and accordingly, You will not, and will ensure that Your Users do not: (a) use the Secure Key Lounge or any associated Deliverables or materials for any purpose other than its intended purpose, or (b) cause or permit any alteration of the Secure Key Lounge or any associated Deliverables or materials except by Us, the original equipment manufacturer or warranty service provider pursuant to the terms of any warranty or with Our prior consent.
   6. Ownership and Risk of Loss. You assume all risk of loss or damage to the Secure Key Lounge, any associated materials or Deliverables, and all personal property deposited into the Secure Key Lounge by You, Your Users, or Your customers, following Our delivery of the Key Lounge to You and while the Key Lounge is in Your or Your User’s possession or control. We will pass through to You warranties offered by the original manufacturer or vendor of the physical storage container(s) and associated materials provided by Us to You in connection with the Secure Key Lounge Services except to the extent otherwise agreed by You. During the term of the Agreement, You will be solely responsible for the safekeeping of the Secure Key Lounge and any personal property deposited into the Secure Key Lounge. Loss, theft or damage to the Secure Key Lounge and any personal property deposited into the Secure Key Lounge following Our delivery of transfer of possession of the Secure Key Lounge to You will not relieve You of Your obligations to pay the charges due, or perform any of Your other obligations under, the Agreement.
   7. Return and Replacement. If, during the term of the Agreement, any Equipment or part thereof provided by us fails to operate properly, including the physical storage container(s) and associated materials provided by Us to You in connection with the Secure Key Lounge Services, You agree to ship it suitably packaged (prepaid unless We specify otherwise) to a location that We designate. After We have repaired, exchanged or replaced the Equipment, We will return it to You. Repairs, exchanges and replacement of Equipment will be governed by, and charged for by Us in accordance with, the warranty terms of the concerned Equipment and, if the Equipment is not covered by warranty, will be charged entirely to You. You agree that where applicable, before You deliver Equipment to Us pursuant to this provision, You will: (a) follow the problem determination, problem analysis and service request procedures We provide, (b) secure all programs, data and other material contained in the Equipment, and (c) inform Us of changes in the Equipment’s location. You represent that all removed items are genuine and unaltered. The replacement We provide may not be new, but it will be in good working order and at least functionally equivalent to the item replaced. The replacement assumes the warranty status of the replaced item. You also agree to ensure that the item is free from any legal obligations or restrictions that prevent its exchange.
   8. Security Specifications. You agree to adopt any security requirements, recommendations, and/or default settings specified by Us during the installation and implementation of the Secure Key Lounge and during the term of Your use of the Secure Key Lounge Services, including any measures to protect against cybersecurity-related risks. You assume all risk of loss or damage to the Secure Key Lounge and any personal property deposited into the Secure Key Lounge that results from Your or Your User’s deviation or non-compliance with Our Security Specifications.

Equipment

The below product terms apply to Your use of Equipment. By completing the purchase process, You agree to the below terms.

1. DEFINITIONS
   1. Any capitalized terms not specifically defined here have the same meaning as in the Master Subscription Agreement between You and Us ("Agreement").
   2. Use of Equipment. You acknowledge that all Equipment provided by Us to You has been provided solely for the purposes of using the Services and accordingly, You will not, and will ensure that Your Users do not: (a) use the Equipment for any purpose other than to use the Services, (b) exceed any authorized useable capacity of the Equipment or usage restrictions as may be indicated in the User Documentation, (c) cause or permit any alteration of any of the Equipment except by Us, the original equipment manufacturer or warranty service provider pursuant to the terms of any warranty or with Our prior consent.
   3. Title to, and Risk of Loss of, Equipment. Title to the portion of the Equipment purchased by You will pass to You at the point of shipment; and title to any portion of the Equipment which is not purchased by You will remain with Us. We will pass through to You warranties offered by the manufacturers or vendors of such Equipment except to the extent otherwise agreed by You. You will assume all risk of loss or damage to any Equipment while in the Equipment is in Your or Your User’s possession or control. Loss, theft or damage to the Equipment after the passage of title to You will not relieve You of Your obligations to pay the charges due, or perform any of Your other obligations under, the Agreement.
   4. Return and Replacement. If, during the term of the Agreement, any Equipment or part thereof provided by us fails to operate properly, You agree to ship it suitably packaged (prepaid unless We specify otherwise) to a location that We designate. After We have repaired, exchanged or replaced the Equipment, We will return it to You. Repairs, exchanges and replacement of Equipment will be governed by, and charged for by Us in accordance with, the warranty terms of the concerned Equipment and, if the Equipment is not covered by warranty, will be charged entirely to You. You agree that where applicable, before You deliver Equipment to Us pursuant to this provision, You will: (a) follow the problem determination, problem analysis and service request procedures We provide, (b) secure all programs, data and other material contained in the Equipment, and (c) inform Us of changes in the Equipment’s location. You represent that all removed items are genuine and unaltered. The replacement We provide may not be new, but it will be in good working order and at least functionally equivalent to the item replaced. The replacement assumes the warranty status of the replaced item. You also agree to ensure that the item is free from any legal obligations or restrictions that prevent its exchange.
   5. Additional Warranties. In addition to the warranties provided in the Agreement, We warrant that during the term of the Agreement, (a) where Equipment is purchased from Us, good title to the Equipment will be transferred to You free and clear of all liens, claims, encumbrances, hypothecs and security interests, except as such may be permitted to be registered pursuant to Section 1.2 of these terms, and (b) Equipment supplied or maintained by Us will be in good working order during the period maintained by Us (provided that this warranty will not extend to Equipment that has been subjected to misuse, neglect or accident, which has been altered or repaired by persons other than Us or which has experienced problems described in the Agreement causing the warranty to be inapplicable).

Product Terms – Tekion Lab Services

The below product terms apply to Your use of the Tekion Lab Services. By completing the purchase process, You agree to the below terms.

1. DEFINITIONS
   1. Any capitalized terms not specifically defined here have the same meaning as in the Master Subscription Agreement between You and Us ("Agreement").
   2. Delivery of Tekion Lab Services. We will provide the Tekion Lab Services, including any Deliverables, in accordance with the Agreement, the applicable Order Forms and the User Documentation.
   3. Term of Tekion Lab Services. The term of each Tekion Lab Service shall be as set out in the Order Form. Either party may terminate a Tekion Lab Service for convenience with prior written notice of 30 (thirty) business days. Upon termination as aforesaid, You will pay for all Tekion Lab Services performed until the date of termination.
   4. Co-operation. You will cooperate reasonably and in good faith with Us in Our performance of Tekion Lab Services by, without limitation: (a) allocating sufficient resources and timely performing any tasks reasonably necessary to enable Us to perform Our obligations under each Order Form; (b) responding to Our inquiries related to the Tekion Lab Services; (c) assigning an internal project manager for each Order Form to serve as a primary point of contact for Us; (d) actively participating in scheduled project meetings; (e) providing office workspace, telephone and other facilities, suitably configured computer equipment with Internet access, access to Your appropriate and knowledgeable employees and agents, and continuous administrative access to Your Cloud Service account and Equipment, and coordination of onsite, online and telephonic meetings all as reasonably required by Us. Any delays or failure in Our performance of Tekion Lab Services or delivery of Deliverables caused by You may result in delays in Our performing Our obligations under the applicable Order Form and the Agreement and/or additional applicable charges for resource time.
   5. Acceptance. You will have an acceptance period of five (5) business days or mutually agreed time after delivery of any Deliverable, during which time You may notify Us in writing of any Deficiencies in such Deliverable. We will use commercially reasonable efforts to cure any such Deficiencies within ten (10) business days or mutually agreed time of such notice and resubmit the Deliverable to You for testing. This process shall be repeated as necessary and appropriate. Upon accepting any Deliverable, You shall provide a written acceptance of such Deliverable. Acceptance will be implied if (i) We give You notice after the acceptance testing period asking You to notify Us of whether You accept or reject the Deliverable, and (ii) You fail to respond within seven (7) business days. Acceptance will not be implied from any other event. Should any Deliverable be reasonably rejected by You after We have had two (2) opportunities to cure, You may either, as Your sole and exclusive remedy: (i) again reject the Deliverable and return it to Us for further correction and resubmission; or (ii) terminate the relevant Order Form immediately upon written notice and recover all Tekion Lab Services fees paid under such Order Form for such deficient Deliverable and any other fees paid under such Order Form for Services You did not receive. If You and We mutually determine that a Deliverable’s functional requirements specified in an Order Form require modification (for example, due to incorrect assumptions or changed requirements), We will cooperate in good faith to enter into a Change Order for such revised requirements.
   6. Change Orders. Changes to an Order Form will require a written Change Order signed by the parties prior to implementation of the changes. Such changes may include, for example, changes to the scope of work of the Tekion Lab Service and any corresponding changes to the estimated fees and schedule.
   7. Additional Warranties. In addition to the warranties provided in the Agreement, we warrant that during the term of the Agreement, the Tekion Lab Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards.

Product Terms – Data Services

The below product terms apply to Your use of Data Services. By completing the purchase process, You agree to the below terms.

1. DEFINITIONS
   1. Any capitalized terms not specifically defined here have the same meaning as in the Master Subscription Agreement between You and Us.
   2. Fee and Tax Estimates. Fee and tax amounts provided via the Data Services are based on rates and fee information derived from governmental sources that are known at the time of the transaction, which may differ from actual fee and tax amounts available after the transaction has been completed.
   3. Disclaimer; Third Party Data. Components of the Data Services may be licensed from third-party companies and/or derived from governmental sources (collectively, “Third Party Data”). You understand that We do not control the accuracy or availability of Third Party Data and We cannot be held responsible for delays or damages resulting from any failure, negligence, intentional or reckless act or omission of any third party that supplies Us with Third Party Data.
   4. Audit Rights. We shall have the right to inspect Your books and records as reasonably necessary to audit Your compliance with these Product Terms. The right shall also include a review of the process by which You utilize the Data Services, including the right to receive a demonstration of how the Data Services are used to consummate a transaction via Your systems or software.

Product Terms – Digital Processing Services

The below product terms apply to Your use of Digital Processing Services. By completing the purchase process, You agree to the below terms.

1. DEFINITIONS
   1. Any capitalized terms not specifically defined here have the same meaning as in the Master Subscription Agreement between You and Us.
   2. Permitted Use. You shall be permitted to use the Digital Processing Services for the sole purpose of processing title and registration applications for motor vehicles, trailers, and watercraft sales transactions on behalf of Your customers in the United States and the District of Columbia.
   3. Customer Consent to Contact. You acknowledge and agree that you have obtained all required consents and authorizations from Your customers to allow Us to contact Your customers by email, phone, or SMS text messaging as necessary to perform Our Digital Processing Services.
   4. Disclaimer; Third Party Agencies.You understand that We cannot be held responsible for any delays or damages resulting from any failure, negligence, or intentional act or omission of the Department of Motor Vehicles (DMV), United States Postal Service, or other public or private organizations including tag agencies involved in the processing of titles and registrations including any agents or employees of such organizations.
   5. Authorization to Act as Agent. You grant Us the authority to act as Your agent for the purpose of signing and submitting documents to the DMV, including but not limited to the Title Application, Purchase Order, One and the Same, and/or Odometer Disclosure Statement as necessary to perform Our Digital Processing Services.
   6. Electronically Reproduced DMV Forms. You understand that electronically reproduced DMV forms made available via the Digital Processing Services are the sole property of each DMV, and the usage of said forms may be suspended or revoked at any time with or without cause. You agree to use DMV forms only in compliance with state and federal laws and DMV policies.
   7. Abandoned and Cancelled Transactions. You are responsible for payment of transactions that are initiated by You and abandoned prior to completion. We shall consider any transaction to be abandoned after 60 days has lapsed from initiating of the transaction with no activity related to the processing of the transaction. You shall also be responsible for payment of transactions that are initiated and cancelled by You following Our preparation of initial document sets.
   8. Fee and Tax Estimates. Fees and tax amounts provided via the Digital Processing Services are based on rates and fee information derived from governmental sources that are known at the time of the transaction, which may differ from actual fee and tax amounts available after the transaction has been completed.
   9. Refunds from State Agencies. You understand that from time to time the DMV or other state agencies may make errors in the calculation of amounts due and payable and that such errors may result in a refund. You agree to cooperate with Us in all efforts to file and collect such refunds from state agencies.
   10. Audit Rights. We shall have the right to inspect Your books and records as reasonably necessary to audit Your compliance with these Product Terms. The right shall also include a review of the process by which You utilize the Digital Processing Services, including the right to receive a demonstration of how the Digital Processing Services are used to consummate a transaction via Your systems or software.

Product Terms – Managed Network Services

The below service terms ("Tekion Managed Network Service Terms"), together with the terms set forth in the Master Subscription Agreement, the Equipment Terms and any relevant Order Forms and schedule(s) (collectively, "Terms"), incorporated herein by this reference, apply to Tekion’s provision of Managed Network Services, as described below. By completing the purchase process, You agree to these Terms. In case of any conflict among the terms set forth in the Master Subscription Agreement, the Tekion Managed Network Service Terms, and any applicable Order Form, the terms set forth in the respective documents will prevail to the extent of the conflict in accordance with the following sequence: (1) applicable Order Form → (2) Tekion Managed Network Service Terms → (3) Equipment Terms → (4) Master Subscription Agreement.

1. DEFINITIONS
   1. Any capitalized terms not specifically defined here have the same meaning as in the Master Subscription Agreement between You and Us (the "Agreement").
   2. "Network Hardware Survey" means an onsite inspection by Tekion of each dealership in scope for Managed Network Services in order to identify appropriate Network hardware and quantities.
   3. "Network" means a system of interconnected devices and services that function to facilitate, among other things, Your dealership’s access to, and control of, Tekion’s Cloud Services via the internet.
   4. "Network Hardware" means the Network hardware and cabling provided to You by Tekion as contemplated in the Network implementation plan. Network Hardware may include, without limitation, firewalls, routers, switches, and access points.
2. Network Estimate. Tekion will provide an estimate of required Managed Network Services for Your dealership locations based on preliminary information and discussions with You (the "Network Estimate").
   1. The Network Estimate will detail hardware and services required to, at a minimum, replace existing hardware with new, or upgrade hardware as discussed for future planning.
3. Network Hardware Survey. Upon acceptance of the Network Estimate, Tekion will perform an onsite Network Hardware Survey of each of Your dealership locations covered by the Network Estimate as scheduled in advance in coordination with You.
   1. For each of Your Managed Network Service dealership locations, the Network Hardware Survey will be planned for a duration of one (1) to two (2) business days.
   2. During the Network Hardware Survey, Tekion consultant(s) will, when physically present at Your dealership premises, observe Your employee code of conduct, as applicable to Your employees, provided that You have made all code of conduct requirements reasonably known to Tekion.
   3. Tekion will conduct the Network Hardware Survey in a manner no more disruptive to the regular course of Your operations than is reasonably necessary and appropriate.
   4. Upon completion of the Network Hardware Survey, Tekion will:
      1. Provide a written inventory of Network Hardware, including any necessary hardware that was not detailed during preliminary discussions;
      2. Continue discussions regarding hardware upgrades of existing hardware in accordance with any three to five year technology plan You detail to Tekion; and
      3. Provide a fixed-price quote, reflecting the monthly Managed Network Service fee applicable to each respective dealership location for a period to be specified upon provision of the quoted fee, together with the one-time fee applicable to the Network Hardware to be provided by Tekion; and
      4. A proposed implementation plan and schedule.
4. Installation. Upon acceptance of the fixed-price quote ("Price Quote") and implementation plan set forth in section 3.4, Tekion will begin preparations for Network Hardware implementation ("Installation"). Unless otherwise provided in the Price Quote, Price Quotes are valid for thirty (30) calendar days.
   1. Installation Scheduling. You will be provided with a range of dates to select Your install timeline. Generally, Installations are planned for a duration of three (3) to four (4) days with two (2) to three (3) onsite engineers.
   2. Network Hardware Terms. The Network Hardware will be subject to the supplemental terms and conditions that can be found here.
5. Your Obligations. You must meet the basic requirements described in this Section 5 as preconditions to Tekion completing the Network Hardware Survey and Installation. Your failure to meet these requirements will excuse Tekion from its performance obligations to the extent of the failure.
   1. You will designate and make reasonably available, at least one (1) subject matter expert who is knowledgeable in the context of Your technology infrastructure, internet service configuration and provider details, and any operational requirements applicable to Your Network;
   2. You will grant Tekion consultant(s) reasonable physical access to each of Your Managed Network Service dealership locations during normal business hours for the duration of the Network Hardware Survey and Installation, unless otherwise mutually agreed;
   3. Prior to the Network Hardware Survey and Installation, You will make arrangements with an appropriate Internet Service Provider ("ISP") to provide internet access to each of Your Managed Network Service dealership locations, and coordinate communication between Tekion and the ISP, as reasonably requested by Tekion.
6. Fees. Fees applicable to the Network Hardware Survey are separate from the monthly Managed Network Service subscription fee and the one-time fee applicable to Network Hardware You purchase and/or lease from Tekion. All fees are payable in accordance with the terms of the Master Subscription Agreement.
   1. Network Hardware Survey Fee. You will pay a flat fee of $3,000.00 for the Network Hardware Survey of your first dealership location and $1,500.00 for each additional dealership location evaluated thereafter, if any. Additionally, reasonable travel and incidental expenses incurred by Tekion consultants in performing the Network Hardware Survey will be invoiced separately. The Network Hardware Survey Fee and reasonable expenses are payable without regard to whether You elect to enroll in ongoing monthly Managed Network Services.
   2. Network Hardware Fee. Prices applicable to Network Hardware identified by Tekion during the Network Hardware Survey will be set forth in a price schedule provided to You as part of the Price Quote.
   3. Monthly Managed Network Service Fee. IF YOU CHOOSE TO ENROLL in Managed Network Services after reviewing the Price Quote, You will pay a monthly recurring fee as set forth in an Order Form provided to You by Tekion for ongoing network administration and servicing as described below, beginning in the first full calendar month after completion of the Network Hardware Survey and Your submission of an applicable Order Form.
   4. Credit. If you enroll in Managed Network Services, Tekion will apply a credit to Your Network Hardware Fee in an amount up to Your applicable Network Hardware Survey Fee.
7. Ongoing Monthly Managed Network Services. During the term of Your enrollment in Managed Network Services, Tekion, will perform the continuous and recurring services described in this Section 7,
   1. Continuous Services.
      1. Network Monitoring and Administration. Tekion will install, configure, and administer the Network Hardware in accordance with industry best practices and any specifications mutually agreed upon by You and Tekion, including, without limitation, username and password maintenance and cryptographic security configuration.
      2. Network Service Interruption Response. Tekion will remotely monitor connection status and data traffic flow on the Network during ordinary business hours and take reasonable steps to prevent, detect, and resolve errors, failures, delays, and interruptions to the reasonable operation of the Network (collectively, "Network Issues") in keeping with industry best practices.
      3. Anti-malware Software Updates. Tekion will deploy anti-malware software updates on the Network Hardware as reasonable and appropriate in accordance with industry best practices.
      4. Network Intrusion Prevention and Detection. Tekion will implement reasonable controls designed to monitor and prevent unauthorized access to the Network.
      5. Content Filtering. Tekion will implement controls reasonably designed to prevent or allow outbound Network connections to external websites in accordance with Your specifications.
   2. Support Requests. Tekion will respond to Network Issues reported by You through the support protocol prescribed by Tekion or otherwise agreed by You and Tekion, in each instance in accordance with the Severity Level Response Time Objectives set forth below. You acknowledge and agree that the Severity Level Response Time Objectives are performance targets only and any failure of Tekion to meet any of these levels will not result in any breach of the Terms or any payment or credit or liability of Tekion to You.

      Severity Level Response Time Objectives

      1 (Critical). Response Time Objective = One (1) business hour from receipt of report – a complete Network System outage; a Network Issue prevents the execution of all critical business functions;

      2 (Severe): Response Time Objective = Two (2) business hours from receipt of report – Network Issue prevents execution of one or more critical business functions;

      3 (Major): Response Time Objective = Three (3) business hours from receipt of report - Network Issue prevents reasonable execution of one or more non-critical business functions;

      4 (Moderate): Response Time Objective = Twelve (12) business hours from receipt of report - Network Issue causes no impact or minor adverse impact on non-critical business function;

      5 (Administrative): Response Time Objective = Twenty-Four (24) business hours from receipt of report - Change requests, general inquiries, not outage related.

   3. Performance of Managed Network Services. Except as otherwise expressly set forth in these Tekion Managed Network Service Terms, Tekion will perform the Managed Network Services remotely and on a best-efforts basis, unless otherwise agreed in writing.
      1. Disclaimer. TEKION DISCLAIMS LIABILITY FOR ALL NETWORK ISSUES (i) CAUSED BY OR ON BEHALF OF YOU, (II) CAUSED BY ANY HARDWARE THAT IS NOT NETWORK HARDWARE, OR (III) ARISING FROM EVENTS THAT ARE OUTSIDE OF TEKION’S REASONABLE CONTROL, INCLUDING WITHOUT LIMITATION (a) ANY FORCE MAJEURE EVENT, (b) ANY POWER FAILURES, NOT CAUSED BY THE NETWORK HARDWARE ITSELF, AND (C) ANY NETWORK ISSUES CAUSED BY THIRD PARTIES. For clarity, the foregoing includes any tampering with the Network Hardware or Managed Network Services by a third party and any internet service provider issues.
8. Term and Termination of Managed Network Services. Your monthly Managed Network Service term begins as described in the Order Form and continues on a month-to-month basis. Either party may terminate the Managed Network Services at any time upon thirty (30) days’ advance written notice to the other party.