Drive AI Sales Inc.
Master Services Agreement

In this Agreement:

• “Services” means the CRM build, migration, automations, conversational AI, voice AI, dashboards, training, and ongoing optimization described in the executed proposal or any statement of work referencing these Terms.
• “Platform” means the consolidated CRM, communications, and automation environment Drive AI configures for the Client, which is built on top of one or more third-party technologies, including GoHighLevel (the “Underlying CRM”), Twilio (telephony and messaging), and various artificial intelligence model providers (collectively, the “Third-Party Platforms”).
• “Client Data” means all data, content, contacts, leads, recordings, transcripts, and information provided by the Client to Drive AI, or generated through the Client's use of the Platform, that relates to the Client or the Client's customers.
• “Drive AI IP” means all prompts, conversational scripts, workflow templates, automation logic, training methods, dashboards, documentation, scoring models, and other materials developed, owned, or licensed by Drive AI, including any improvements made during the engagement.
• “End User” means any natural person whom the Client engages through the Platform, including leads, prospects, and existing customers of the Client.
• “Onboarding Period” means the up-to-three-month period from Effective Date during which Drive AI builds, configures, tests, and refines the Platform for the Client.

During the Onboarding Period and continuing under the monthly subscription thereafter, Drive AI will provide the Services described in the executed proposal, which may include some or all of the following:

• Custom CRM build, configuration, and migration from prior systems;
• Pipeline, smart list, tag, custom field, and calendar setup with two-way Google / Outlook sync;
• Inbound and outbound conversational AI agents, including optional custom-trained voice;
• Automated nurture sequences across email, SMS, and voice channels;
• Sales, marketing, and management dashboards;
• Social media integration and basic posting automations;
• Training of Client personnel on the Platform;
• Monthly evaluation, optimization, lead scoring development, and prompt refinement;
• Custom website design, build, and launch (pages and scope per executed proposal);
• Monthly website maintenance, content updates, and landing-page additions;
• Hosting coordination, domain connection, and basic on-page SEO setup;
• CRM and AI chat-widget integration with the website where applicable.

Drive AI does not, as part of the standard scope, set up Google Analytics, Google Tag Manager, or external advertising platforms. If such services are requested they will be scoped separately and may carry additional fees, or a third-party provider may be recommended.

3.1 Web Services Included

Subject to the scope described in the executed proposal, Drive AI will provide the following web services as part of the monthly subscription:

• Custom website design and build (pages and features per executed proposal), branded to the Client's visual identity;
• Hosting coordination and domain connection to the Client's registered domain;
• Monthly content updates, landing-page additions, and inventory integration where applicable;
• Basic on-page SEO setup including meta titles, descriptions, schema markup, and image optimization;
• CRM and AI chat-widget integration with the Platform where applicable;
• Social media link integration and basic link management;
• Performance and uptime monitoring during regular business hours.

3.2 Web Technology Platforms

The Client's website will be built on and hosted through one or more third-party platforms, which may include the GoHighLevel websites module, WordPress, Webflow, Squarespace, Cloudflare Pages, or other commercially reasonable platforms selected by Drive AI. The Third-Party Platform disclosures in Section 4 apply equally to all web platforms. Drive AI is not the underlying infrastructure provider and is not liable for outages, feature deprecations, or policy changes by those platforms.

3.3 Client Content Obligations

The Client is solely responsible for all content published on the website, including text, images, videos, pricing, inventory listings, promotional claims, testimonials, and any other material displayed to visitors. The Client warrants that:

• It owns or holds all necessary licenses and rights to all content it supplies for publication;
• No content will infringe any third-party copyright, trademark, right of publicity, or other intellectual property right;
• All advertised prices, vehicle descriptions, financing terms, and promotional claims comply with applicable law, including AMVIC advertising standards and the Competition Act (Canada);
• The website will not contain defamatory, harassing, fraudulent, illegal, or obscene content.

Drive AI reserves the right to remove or take offline any content that, in Drive AI's reasonable judgment, creates legal, regulatory, or reputational risk to Drive AI. Drive AI will notify the Client promptly of any such removal and provide a reasonable opportunity to supply compliant replacement content.

3.4 Intellectual Property in Website

As between the parties:

• Drive AI's property: All design files, themes, templates, code, layout systems, automation integrations, and other creative or technical work product developed by Drive AI for the website remain Drive AI's exclusive intellectual property, whether or not created specifically for the Client.
• Client's property: All written copy, brand assets, photography, video, pricing data, and inventory information supplied by the Client remain the Client's property.
• License during Term: Drive AI grants the Client a non-exclusive, non-transferable, revocable license to use the Drive AI-owned website design and code solely for the operation of the Client's business website while the subscription is active.
• On termination: The Client's license terminates immediately. Drive AI will provide a one-time export of Client-supplied content (text and image files) on written request received within thirty (30) days of termination. The Client has no right to continued use of the design, theme, or underlying code after termination without a separately negotiated signed buyout agreement.

3.5 Website Suspension for Non-Payment

In addition to the general suspension rights in Section 8, Drive AI may take the Client's website offline immediately and without further notice if the Client's account is five (5) or more calendar days past due on any invoice. The website will be restored within one (1) business day of confirmed receipt of full payment of all outstanding amounts. Drive AI is not liable for any business loss, lost leads, lost advertising spend, reputational harm, or marketing disruption arising from a payment-related website suspension.

3.6 Revisions and Change Requests

The initial build includes revision rounds as described in the proposal. After launch, monthly content updates and minor edits are included in the subscription. Material scope changes including new page designs, full rebranding, additional language versions, custom web applications, or e-commerce integration are outside scope and will be quoted separately at Drive AI's then-current project rates. All approved change requests must be confirmed in writing before work begins and may carry additional one-time fees or adjustments to the monthly rate.

3.7 SEO Disclaimer

Drive AI does not guarantee any specific placement, ranking, impression volume, or click-through rate in any search engine. Search engine algorithms change frequently and are outside Drive AI's control. Drive AI will implement generally accepted on-page SEO practices but makes no representation that such practices will produce any particular organic traffic or lead-generation outcome. Paid advertising campaigns (Google Ads, Meta Ads, etc.) are outside the scope of this Agreement unless separately contracted in writing.

3.8 Accessibility

Drive AI will apply standard web accessibility best practices during development. Formal WCAG 2.1 AA compliance audits, legal accessibility certifications, and remediation reports are outside scope unless separately contracted. The Client is responsible for ensuring the website meets any mandatory accessibility standards required by law in its jurisdiction and industry.

3.9 Website Status on Termination or Cancellation

Upon termination of this Agreement for any reason, the Client's website hosted through Drive AI's platform infrastructure will be taken offline no later than the termination effective date, unless the Client has:

• Migrated the website to an independently controlled hosting environment prior to the termination effective date; or
• Entered into a separately signed written buyout agreement with Drive AI for continued use of the design and code assets.

Drive AI is not liable for any disruption to the Client's online presence, marketing campaigns, advertising spend, or business operations arising from a termination or cancellation of this Agreement. The Client is solely responsible for communicating any transition to its advertising providers, marketing platforms, and customers.

3.10 Prohibited Web Content

The Client will not use the website to publish or facilitate any of the following: unauthorized collection of personal data without proper notice, phishing or deceptive practices, unlicensed financial or legal advice, illegal gambling, unlicensed cannabis retail, hate speech, defamation, or any content that violates applicable law. Drive AI may immediately take the website offline if prohibited content is discovered and will notify the Client. The Client will indemnify Drive AI for any third-party claim, regulator fine, or legal expense arising from prohibited content published through the Client's website.

3.1 Underlying CRM

The Platform is built on the GoHighLevel infrastructure (or such successor or substitute CRM platform as Drive AI may elect from time to time in its commercially reasonable discretion). All CRM, automation, calendar, pipeline, and communication scaffolding provided to the Client operates within the Underlying CRM. The Client acknowledges that:

• The Underlying CRM is owned and operated by a third party not controlled by Drive AI;
• Outages, feature changes, deprecations, pricing changes, or policy changes by the Underlying CRM provider may affect the Platform;
• Drive AI's account-level access, white-label arrangement, sub-account provisioning, and pricing with the Underlying CRM provider govern the Client's access during the Term, and the Client has no direct contractual privity with the Underlying CRM provider through this Agreement.

3.2 Telephony & Messaging

Voice calls, SMS, and toll-free / local number provisioning are delivered through Twilio or substitute carriers. Usage is metered and pass-through charges apply (Section 6). Number availability, carrier deliverability, A2P 10DLC registration, toll-free verification, and carrier compliance rules are governed by the underlying carriers and are outside Drive AI's direct control.

3.3 Artificial Intelligence Providers

Conversational AI and voice AI features are powered by one or more large language model and voice synthesis providers (which may include OpenAI, Anthropic, ElevenLabs, Google, or others). Drive AI may change providers, models, or versions at any time to maintain quality, manage cost, or respond to provider availability, without notice to the Client, provided the contracted functional capability is preserved.

3.4 No Reliance on Underlying Vendor Roadmaps

Drive AI makes no representation that any particular Third-Party Platform feature, model, voice, integration, or pricing tier will remain available throughout the Term. Drive AI will use commercially reasonable efforts to provide equivalent functionality if a Third-Party Platform discontinues a capability, but the Client's sole remedy for such a discontinuation is the substitution Drive AI provides or, if no acceptable substitute can be made, termination of the affected capability without further liability to Drive AI.

4.5 Dealer Management System (DMS) Integration Costs

Where deeper integration between the Platform and a Dealer Management System is requested or required, including without limitation integration with PBS Systems or CDK Global (each a "DMS"), the following cost allocation applies:

• All API access fees, licensing fees, data-access fees, per-transaction fees, and any other charges levied by PBS Systems, CDK Global, or their authorized integration partners for the purpose of connecting their DMS to the Platform are the sole responsibility of the Client and will not be covered by the monthly subscription or setup fee;
• Drive AI's scope is limited to configuring, mapping, and maintaining the integration layer on the Drive AI side. Drive AI does not control, negotiate, or pay for the DMS vendor's API access or data-licensing terms;
• Any third-party middleware, connector, or certified integration partner required by PBS Systems or CDK Global to facilitate the API connection (including but not limited to vendors such as Tekion, DealerSocket, RouteOne, or DMS-certified resellers) is the Client's responsibility to procure and fund;
• If DMS API costs increase, the DMS vendor imposes new access requirements, or the DMS vendor suspends API access, Drive AI will not be liable for any resulting disruption to the integration, and the Client will remain responsible for all subscription fees during any such disruption;
• Drive AI will provide reasonable cooperation in the technical setup of any DMS integration, which may be scoped and quoted as a separate project fee if the work required falls outside Drive AI's standard onboarding scope.

By signing this Agreement, the authorized representative of the Client expressly acknowledges and accepts responsibility for all DMS API and integration costs described in this Section 4.5.

The Onboarding Period is up to three (3) months from the Effective Date, during which Drive AI will deliver a Platform fully customized to the Client's stated business processes, brand voice, lead types, and integrations. Onboarding milestones generally include:

1. Kick-Off (Days 1 to 7): Discovery, tech stack review, integrations scoping, access provisioning.
2. Build & Training (Days 8 to 30): Workspace setup, pipeline configuration, conversational flow design, integrations.
3. Launch Plan Complete (Day 30): Pre-launch testing with a small test group, voice tuning, dashboard configuration.
4. AI-Assisted Follow-Up (Day 60): Live operation with monitoring, prompt refinement, and feedback loop.
5. Full Launch (Day 90): Complete CRM migration, full automation engagement, monthly subscription begins.

Timelines are commercially reasonable estimates and may be extended where delays are caused by the Client (e.g. delayed approvals, missing data, integration access not granted, lead list not delivered, brand assets not supplied). If a Client-caused delay extends the Onboarding Period beyond four (4) months from the Effective Date, Drive AI may, at its discretion, invoice the monthly subscription as if launch had occurred on day 90.

5.1 Setup Fee

The one-time CRM Migration, Setup, and Website Build Fee, including any deposit and completion split, is set forth in the executed proposal between Drive AI and the Client. The deposit is non-refundable once Drive AI has commenced work, except as set out in Section 9.

5.2 Monthly Subscription

Following the Client's approval of the completed CRM and website build, the Client will be invoiced for the ongoing monthly subscription at the rate and on the billing cycle set forth in the executed proposal. The Client may elect a Month-to-Month or an Annual Commitment plan, with the rate, discount, billing cadence, and applicable terms reflected in the proposal. The monthly subscription includes CRM platform access, web design and management, AI voice agents, automations, and the communications allowances described in the proposal.

5.2A Annual Commitment Terms

If the Client selects Option B (Annual Commitment), the following additional terms apply:

• Lock-in: The Client commits to the full Annual Term and may not cancel or downgrade to Month-to-Month during the Annual Term without triggering the early-exit fee below;
• Early-Exit Fee: If the Client cancels before the end of the Annual Term for any reason other than Drive AI's uncured material breach, the Client owes Drive AI an amount equal to the early-exit percentage set forth in the proposal of the remaining unpaid monthly installments in the Annual Term, payable within fourteen (14) days of notice of cancellation;
• Renewal: At the end of the Annual Term, the subscription automatically renews on a Month-to-Month basis at the then-current Month-to-Month rate unless the Client elects to renew on annual terms (subject to then-current pricing) or provides ninety (90) days' written notice of non-renewal;
• Annual billing: Where Drive AI invoices the full annual amount in advance, no refund is payable if the Client cancels mid-year, except as required by applicable law.

5.3 Invoicing & Payment Method

Invoices are issued electronically. Fees are payable by credit card (preferred, via a tokenized processor), pre-authorized debit, or e-transfer. By providing payment details, the Client authorizes Drive AI to charge the designated method on each invoice due date.

5.4 Late Payment

Amounts not paid within ten (10) calendar days of the invoice due date accrue interest at the rate set forth in the executed proposal (or at the maximum rate permitted by applicable law if no rate is specified), and Drive AI may suspend Services, freeze outbound campaigns, or restrict Platform access until the account is brought current. Reactivation may require a reasonable reactivation fee at Drive AI's discretion.

5.5 NSF / Chargebacks

The Client agrees to an administrative fee for any returned payment, dishonored cheque, or chargeback initiated without prior written notice to Drive AI describing the alleged dispute.

5.6 Taxes

All fees are exclusive of applicable goods and services tax (GST), harmonized sales tax (HST), provincial sales tax, value-added tax, and any other transactional taxes, which will be added to invoices and remitted by Drive AI as required by law.

5.7 Price Adjustments

Drive AI may adjust the monthly subscription fee no more than once per twelve (12) month period upon at least ninety (90) days' prior written notice. If the Client does not accept the adjustment, the Client may terminate the subscription effective the date the new price would take effect, without penalty.

The monthly subscription includes the communications allowance set forth in the executed proposal, which typically comprises a bundle of outbound voice minutes, inbound voice minutes, SMS segments, and dedicated phone numbers (toll-free and local). The specific allowance is set forth in the executed proposal.

• Specific allowance volumes are set forth in the executed proposal.

Usage in excess of these allowances, additional phone numbers, premium voice synthesis seconds, international destinations, A2P 10DLC registration fees, toll-free verification fees, and any carrier surcharges are passed through to the Client at cost plus a reasonable administration fee as set forth in the executed proposal, invoiced monthly in arrears. Drive AI will make reasonable efforts to alert the Client when projected usage materially exceeds the included allowance.

The Client is solely responsible for ensuring that its outbound calling, dialing patterns, and messaging volume comply with all applicable carrier rules and anti-spam regulations (see Section 11).

7.1 Term

This Agreement commences on the Effective Date and continues for an initial term of twelve (12) months from the date the monthly subscription commences (the “Initial Term”). Thereafter the Agreement automatically renews on a month-to-month basis (each a “Renewal Term”) unless either party gives written notice of non-renewal at least ninety (90) days before the next renewal date.

7.2 Termination for Convenience by Client

After the Initial Term, the Client may terminate the monthly subscription at any time on ninety (90) days' prior written notice to billing@driveaisales.com (or such other address as Drive AI designates). Fees accrued or invoiced before the termination date remain payable.

7.3 Termination During Onboarding

If the Client terminates this Agreement during the Onboarding Period for any reason other than Drive AI's uncured material breach, the setup deposit paid on signing is non-refundable once Drive AI has commenced work on the CRM build, website build, or onboarding activities. If Drive AI has not yet commenced any work at the time of termination, Drive AI will refund the deposit in full within fourteen (14) days.

7.4 Termination for Cause

Either party may terminate this Agreement on written notice if the other party (a) commits a material breach and fails to cure it within fifteen (15) days of receipt of notice describing the breach, or (b) becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver appointed over its assets.

7.5 Suspension

Drive AI may immediately suspend Services if (i) the Client's account is more than thirty (30) days past due; (ii) the Client's use of the Platform creates a security, legal, or regulatory risk to Drive AI or any Third-Party Platform; (iii) a Third-Party Platform requires it; or (iv) the Client breaches the Acceptable Use clause (Section 22).

7.6 Effect of Termination

On termination, (a) the Client's access to the Platform ceases; (b) Drive AI will, on written request received within thirty (30) days of termination, provide a one-time export of the Client's contacts, custom field values, and conversation logs in standard CSV format; (c) Drive AI may delete remaining Client Data ninety (90) days after termination; and (d) all amounts owing become immediately due.

Except as expressly stated in Section 8.3, all fees paid to Drive AI are non-refundable. Monthly subscription fees are billed in advance and are not refundable in whole or in part if the Client cancels mid-cycle, reduces usage, or chooses not to use the Services during a given month. The Client acknowledges that Drive AI commits resources, third-party licenses, and labor in advance, and the non-refund policy is a fundamental commercial condition of the pricing offered.

To enable Drive AI to deliver the Services on schedule, the Client agrees to:

• Provide accurate, complete, and timely information, brand assets, lead lists, sales scripts, business hours, inventory feeds, and any other materials reasonably required;
• Grant Drive AI the access (administrator-level where necessary) it requires to integrate with the Client's existing tools, including but not limited to email, calendars, prior CRM exports, dealership management systems, and social media accounts;
• Designate at least one (1) decision-maker authorized to approve deliverables and respond to Drive AI within five (5) business days of any request for input;
• Ensure all leads, contacts, and End Users imported into the Platform have been collected in compliance with applicable privacy and anti-spam law and with appropriate consent for the contact channels to be used;
• Train its personnel to use the Platform, supervise outputs of conversational and voice AI, and intervene where any AI output is incorrect or inappropriate for a given customer interaction;
• Maintain confidentiality of login credentials and immediately notify Drive AI of any suspected unauthorized access.

The Client acknowledges that conversational AI and voice AI are probabilistic technologies and that, despite Drive AI's careful prompt engineering, training, and ongoing refinement:

• AI outputs may be inaccurate, incomplete, out of date, or otherwise unsuitable for a particular customer or context;
• AI agents may fail to recognize a request, hallucinate facts about inventory, financing, pricing, hours, policies, or specifications, or escalate inappropriately;
• Voice cloning and synthesized voice may be imperfect; tone and inflection may not match human delivery in all situations;
• AI providers may rate-limit, change models, or temporarily reduce quality during outages or capacity events.

The Client agrees to supervise AI interactions, particularly during the first weeks of live operation; to review automation outputs reaching real customers; and to intervene manually for any high-stakes communication (e.g. complaints, finance approvals, legal disputes, accident claims). Drive AI is not liable for any business decision, customer interaction outcome, lost sale, or reputational impact resulting from an AI output, except to the extent caused by Drive AI's gross negligence or willful misconduct.

Without limiting the foregoing, the Client represents, warrants, and covenants that for every outbound email, SMS, voice call, or other electronic message dispatched through the Platform, it will:

• Comply with Canada's Anti-Spam Legislation (CASL), including obtaining express or implied consent, maintaining records of consent, providing accurate sender identification, and including a functioning unsubscribe mechanism in commercial electronic messages;
• Comply with the U.S. Telephone Consumer Protection Act (TCPA), the U.S. CAN-SPAM Act, and equivalent state and provincial laws to the extent any End User is reached in the United States or elsewhere outside Canada;
• Honor the Canadian National Do Not Call List (DNCL), the U.S. National Do Not Call Registry, and any internal Client do-not-contact list;
• Comply with carrier rules including A2P 10DLC registration for SMS, toll-free verification, content filtering policies, and prohibited content categories;
• Not import, dial, or message any contact for whom consent has lapsed, been revoked, or never existed.

Drive AI provides the technology and configuration but does not review, approve, or audit the Client's consent records, contact provenance, or campaign content. The Client will defend, indemnify, and hold Drive AI harmless from any claim, fine, penalty, or judgment arising out of the Client's non-compliance with this Section 11.

12.1 Provincial Motor-Vehicle Regulators

The Client represents and warrants that it holds in good standing all licenses, registrations, and authorizations required to operate as a motor-vehicle dealer, salesperson, or related industry participant in every jurisdiction where it does business, including without limitation:

• The Alberta Motor Vehicle Industry Council (AMVIC) in Alberta;
• The Ontario Motor Vehicle Industry Council (OMVIC) in Ontario;
• The Vehicle Sales Authority of British Columbia (VSA-BC) in British Columbia;
• The Office de la protection du consommateur (OPC) and applicable dealer-licensing rules in Quebec;
• The Motor Dealer Council of Saskatchewan, the Manitoba dealer registration regime, and equivalent regulators in other provinces and territories.

The Client will maintain all such licenses throughout the Term and will promptly notify Drive AI of any suspension, revocation, restriction, investigation, or material complaint that affects its licensing or its ability to lawfully conduct business through the Platform. Drive AI may immediately suspend Services if the Client loses any license required to lawfully conduct its business.

12.2 Advertising, Pricing & Disclosure Compliance

The Client is solely responsible for ensuring that every conversation, message, advertisement, price quote, financing disclosure, vehicle description, and automated communication generated through or facilitated by the Platform complies with the laws and codes governing its industry, including:

• AMVIC advertising standards (or the applicable provincial equivalent), including all-in pricing requirements, accurate vehicle descriptions, mandatory disclosures (previously-damaged, prior commercial or daily-rental use, brand-history disclosures), prohibitions on bait-and-switch, and required dealer identification;
• The Competition Act (Canada), including misleading-advertising provisions, performance-claim rules, and ordinary-price-claim requirements;
• Provincial consumer-protection legislation (including the Consumer Protection Act of Alberta and equivalent statutes) governing automotive sales contracts, cancellation rights, and required disclosures;
• The Cost of Credit Disclosure Act (Alberta) and equivalent provincial cost-of-credit disclosure regimes for any financing-related statement, payment-frequency advertisement, interest-rate quotation, or trade-in offer communicated through the Platform;
• The Fair Trading Act and equivalent unfair-practice statutes;
• Manufacturer franchise agreements, sub-franchise restrictions, brand co-op advertising rules, and any other private contractual restrictions binding the Client.

The Client is responsible for reviewing and approving every conversational script, prompt configuration, automation template, AI behavior, and outbound communication before it is deployed to live customer traffic. Drive AI will reasonably collaborate to encode Client-supplied compliance language into prompts and automations, but Drive AI is not a regulated motor-vehicle industry participant and assumes no duty owed by the Client to its regulator, its franchisor, or its customers.

12.3 Sensitive Automotive Data

The Client acknowledges that vehicle inquiries, credit applications, trade-in valuations, financing pre-qualifications, driver's-license data, and test-drive bookings collected through the Platform may constitute sensitive personal information under PIPEDA, Alberta's PIPA, Quebec's Law 25, and equivalent regimes. The Client will obtain all necessary consents, provide accurate privacy notices, retain records of consent, and respond to End-User access, correction, and deletion requests, including any such requests routed to Drive AI, which Drive AI will forward to the Client for action.

12.4 Regulator Inquiries & Records Production

If any regulator (including AMVIC), franchisor, or court of competent jurisdiction requests information, records, or transcripts relating to the Client's use of the Platform, Drive AI will, on the Client's reasonable written request and at the Client's cost, cooperate to produce records within Drive AI's control. Drive AI may also disclose information to a regulator without further consent where required by valid legal process and will, where lawfully able, notify the Client of the disclosure.

12.5 Burden of Misuse: Client's Sole Responsibility

The Client expressly assumes the entire burden of any misuse, abuse, error, regulatory breach, customer complaint, deceptive practice, unauthorized communication, or unlawful conduct arising from or in any way relating to the Client's use of the Platform, including any such conduct by the Client's employees, contractors, dealership staff, F&I personnel, sales agents, or any other person acting under the Client's account or with the Client's actual or apparent authority. Drive AI provides technology; the Client operates a regulated business. The Client will not assert against Drive AI (and hereby waives) any claim, defense, or set-off premised on the assertion that an AI output, automation, message, or feature of the Platform caused the Client to breach a regulatory or legal duty owed by the Client, whether to its regulator, its franchisor, its customers, or any other person.

Where required by law, the Client must disclose to End Users that they are interacting with an artificial intelligence agent, and that calls may be recorded and transcribed. Disclosure requirements include but are not limited to:

• State-level AI disclosure laws (e.g., California SB 1001 and successor regulations);
• Two-party-consent jurisdictions for call recording;
• Industry-specific rules governing automotive sales, financing, and warranty discussions.

Drive AI can configure standard disclosure language into the AI agent's opening; however, the legal sufficiency of any disclosure for the Client's specific jurisdictions, customer base, and product offerings is the Client's responsibility, and the Client should obtain independent legal advice if uncertain.

13.1 Client Data

As between the parties, all Client Data is and remains the property of the Client. Drive AI claims no ownership over the Client's lead lists, customer contact information, conversation transcripts, or business data.

13.2 Drive AI's Use of Client Data

Drive AI processes Client Data solely to provide and improve the Services for the Client. Drive AI will not sell, rent, share, or otherwise disclose the Client's leads, customer contacts, or proprietary business data to any third party for that third party's independent marketing or commercial purposes. Drive AI may use de-identified, aggregated usage data to operate, benchmark, and improve the Platform for all customers.

13.3 Privacy Legislation

Drive AI will handle personal information in accordance with the Personal Information Protection and Electronic Documents Act (PIPEDA) and Alberta's Personal Information Protection Act (PIPA). To the extent the Client interacts with End Users in jurisdictions subject to other privacy regimes (e.g. GDPR, CCPA/CPRA, Quebec Law 25), the Client is responsible for its own compliance and for ensuring the lawful basis for processing through the Platform.

13.4 Subprocessors

The Client acknowledges that Drive AI uses Third-Party Platforms as subprocessors, including those identified in Section 3. By signing this Agreement, the Client consents to such subprocessing.

13.5 Security

Drive AI uses commercially reasonable administrative, technical, and physical safeguards to protect Client Data, including least-privilege access, encryption in transit, and credential rotation. No system is perfectly secure, however, and Drive AI does not warrant that the Platform will be free from unauthorized access. In the event of a confirmed data breach affecting Client Data, Drive AI will notify the Client without undue delay.

13.6 Data Export & Deletion

On request during the Term, and once on termination, Drive AI will provide a CSV export of Client Data in the formats supported by the Underlying CRM. Drive AI is not obligated to provide proprietary prompts, scoring models, or other Drive AI IP as part of such export.

Each party may receive non-public information from the other (“Confidential Information”), including business plans, customer data, pricing, prompts, configurations, and financial information. The receiving party will (a) use Confidential Information solely to perform under this Agreement; (b) protect it with at least the same degree of care it uses for its own confidential information (and no less than a reasonable standard); and (c) not disclose it to third parties except to employees, contractors, and Third-Party Platforms with a need to know who are bound by equivalent obligations. Confidentiality obligations survive termination of this Agreement for three (3) years; trade-secret information remains protected for so long as it qualifies as a trade secret under applicable law.

15.1 Drive AI IP

Drive AI retains all right, title, and interest in and to Drive AI IP, including all prompts, scripts, workflow templates, automation logic, voice training methodologies, dashboards, and any improvements, derivatives, or work product created during the engagement, whether or not specifically commissioned for the Client. The Client receives a non-exclusive, non-transferable, revocable license to use Drive AI IP solely as embedded in the Platform during the Term.

15.2 Client Brand & Content

The Client retains all rights to its logos, trademarks, brand assets, marketing copy, photos, videos, and similar content provided to Drive AI. The Client grants Drive AI a limited license to use such materials to configure, operate, and promote the Client's instance of the Platform.

15.3 Feedback

Any suggestions, feedback, or recommendations the Client provides regarding the Platform may be used by Drive AI without restriction or compensation to improve its Services for all customers.

15.4 Portfolio & Case Study Rights

Drive AI may identify the Client as a customer and may reference anonymized aggregate results (e.g. "increased booked appointments by X%") in marketing materials. Drive AI will obtain the Client's consent (not to be unreasonably withheld) before using the Client's name, logo, or specific metrics in any externally distributed case study.

16.1 Mutual Warranties

Each party warrants that it has the authority to enter into this Agreement and that doing so will not violate any other agreement to which it is bound.

16.2 Drive AI Performance Warranty

Drive AI warrants that it will perform the Services in a professional and workmanlike manner consistent with industry standards.

16.3 DISCLAIMER

Except for the express warranties in this Section 18, the services and the platform are provided “as is” and “as available.” Drive AI disclaims all other warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, and quiet enjoyment.

Without limiting the foregoing, Drive AI does not warrant or guarantee any specific number of leads, appointments, conversions, sales, revenue, return on investment, customer retention, response rates, or any other business outcome. The success of the Services depends on many factors outside Drive AI's control, including the quality of the Client's leads, the Client's pricing, inventory, market conditions, and the conduct of the Client's sales team.

To the maximum extent permitted by law:

• (a) Neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost revenue, lost goodwill, lost data, or business interruption, even if advised of the possibility of such damages.
• (b) Drive AI's total aggregate liability arising out of or relating to this Agreement, whether in contract, tort (including negligence), strict liability, or otherwise, will not exceed the total fees paid by the Client to Drive AI in the twelve (12) months immediately preceding the event giving rise to the claim.
• (c) The limitations in this Section 19 do not apply to (i) the Client's payment obligations; (ii) either party's indemnification obligations under Section 20; (iii) breach of confidentiality; (iv) infringement of the other party's intellectual property; or (v) liability that cannot be limited under applicable law.

18.1 By the Client

The Client will defend, indemnify, and hold harmless Drive AI, its officers, directors, employees, contractors, and affiliates from and against any and all third-party claims, demands, damages, fines, penalties, and reasonable legal fees arising out of or related to (a) the Client's breach of Sections 10 (Client Responsibilities), 12 (Anti-Spam), 13 (Dealer & Automotive Industry Regulatory Compliance), 14 (Voice AI Disclosure), or 22 (Acceptable Use); (b) the content or character of any message, call, or campaign sent through the Platform; (c) the Client's lead list, including any claim that contacts were imported without proper consent; (d) the Client's use of AI outputs without appropriate human oversight; or (e) any allegation that the Client's products, services, financing terms, or advertising are misleading, fraudulent, or non-compliant with consumer protection law.

18.2 By Drive AI

Drive AI will defend, indemnify, and hold harmless the Client from any third-party claim that Drive AI IP, as delivered and used in accordance with this Agreement, infringes a Canadian or U.S. patent, copyright, or trademark, provided the Client (a) promptly notifies Drive AI of the claim, (b) gives Drive AI sole control of the defense and settlement, and (c) reasonably cooperates. This indemnity does not apply to claims arising from Client Data, Client-supplied content, the Client's modifications, the Client's combination of the Platform with other systems, or any Third-Party Platform.

Drive AI will use commercially reasonable efforts to keep the Platform available during ordinary business hours. The Client acknowledges that uptime depends substantially on Third-Party Platforms and that Drive AI cannot guarantee any specific uptime level. Scheduled maintenance, third-party outages, model provider degradation, telecom carrier issues, and force majeure events may interrupt Service availability. Drive AI's failure to meet any uptime expectation is not a material breach of this Agreement and does not entitle the Client to a refund except as expressly provided in Section 8.4.

The Client will not, and will not permit any third party to, use the Platform to:

• Send unsolicited commercial communications, spam, or content that violates anti-spam laws;
• Engage in fraud, harassment, threats, defamation, hate speech, or any unlawful activity;
• Promote firearms, illegal drugs, regulated cannabis sales (outside licensed channels), payday lending in jurisdictions where prohibited, gambling without proper licensure, or other categories prohibited by the Third-Party Platforms;
• Attempt to reverse engineer, decompile, or extract Drive AI IP or the source code of any Third-Party Platform;
• Share Platform access credentials outside the Client's organization;
• Use the Platform to train a competing AI product or compile a competing dataset;
• Circumvent rate limits, billing meters, or usage caps.

Drive AI may update these Terms from time to time. Material changes will be communicated to the Client at least thirty (30) days before they take effect, by email to the billing contact on file or via Platform notice. If the Client does not accept the changes, the Client's sole remedy is to terminate the monthly subscription effective the date the changes take effect, without penalty. Continued use of the Platform after the effective date constitutes acceptance of the updated Terms.

Drive AI may also modify, add to, or remove features of the Platform at any time, provided that no such modification will materially diminish the core functionality contracted for without the Client's reasonable opportunity to terminate.

Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, epidemics or pandemics, internet or carrier outages, denial-of-service attacks, or failures of Third-Party Platforms. The affected party will notify the other and use reasonable efforts to mitigate the impact.

This Agreement is governed by the laws of the Province of Alberta and the federal laws of Canada applicable in that province, without regard to conflict-of-law rules.

The parties will first attempt to resolve any dispute by good-faith negotiation between senior representatives. If unresolved after thirty (30) days, the dispute will be submitted to confidential mediation in Edmonton, Alberta, with a mutually agreed mediator. If mediation fails, the parties submit to the exclusive jurisdiction of the courts of the Province of Alberta sitting in Edmonton, Alberta, except that either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property, confidential information, or to enforce payment obligations.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

24.1 Entire Agreement

This Agreement, together with the executed proposal or statement of work and any addenda referencing these Terms, constitutes the entire agreement between the parties and supersedes all prior agreements, communications, and understandings, written or oral, relating to its subject matter.

24.2 Order of Precedence

In the event of conflict between these Terms and an executed proposal or statement of work, the proposal or statement of work prevails for the specific commercial terms it addresses; otherwise these Terms govern.

24.3 Assignment

The Client may not assign this Agreement without Drive AI's prior written consent. Drive AI may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, on written notice to the Client.

24.4 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture, agency, or fiduciary relationship.

24.5 Notices

Notices must be in writing and delivered by email to the addresses on file with confirmation of receipt, or by registered mail to the parties' principal addresses. Notices to Drive AI should also be copied to legal@driveaisales.com.

24.6 Severability

If any provision of this Agreement is held unenforceable, the remainder of the Agreement remains in full force, and the unenforceable provision will be modified to the minimum extent necessary to be enforceable while preserving the parties' original intent.

24.7 Waiver

No waiver of any provision is effective unless in writing and signed by the waiving party. A waiver in one instance does not constitute a waiver of any other instance.

24.8 Survival

Sections that by their nature should survive termination, including Definitions, Payment of amounts accrued, Refund Policy, Confidentiality, Intellectual Property, Warranties and Disclaimers, Limitation of Liability, Indemnification, Governing Law, and these Miscellaneous provisions, survive termination of this Agreement.

24.9 Counterparts & Electronic Signatures

This Agreement may be executed in counterparts, including by electronic signature, and each counterpart is deemed an original. Electronic signatures are deemed to have the same legal force and effect as original manual signatures.

24.10 Language

The parties confirm that they have requested this Agreement be drawn up in English. Les parties confirment qu'elles ont demandé que la présente convention soit rédigée en anglais.

By signing below (or by signing the proposal that references these Terms, or by instructing Drive AI to commence work after receiving these Terms), each party acknowledges that it has read, understood, and agrees to be bound by this Agreement.