Terms of Service

Effective date: May 22, 2026

1. Agreement Overview and Acceptance

These Terms of Service ("Agreement" or "Terms") are a binding legal contract between StackDrive Inc., a corporation incorporated in Quebec, Canada ("StackDrive," "we," "us," or "our"), and the business entity or individual ("Customer," "you," or "your") that registers for or uses the StackDrive platform.

By clicking "I agree," completing registration, or using any part of the Service, you confirm that: (a) you have read and understood these Terms; (b) you have the legal authority to bind your organization; and (c) your organization agrees to be bound by this Agreement. If you do not agree, do not use the Service.

StackDrive is a business-to-business (B2B) platform sold exclusively to automotive dealerships and dealer groups. It is not a consumer product, and these Terms are written accordingly. Individual end-consumers of dealerships are not party to this Agreement.

2. Definitions

Throughout these Terms, the following words have specific meanings:

"Service" means the StackDrive web application available at https://app.stackdrive.io, including all features, APIs, integrations, dashboards, and related software we provide to you.
"Account" means the Customer's registered account on the Service, including all associated user seats and configuration data.
"Customer Data" means all data, information, and content that you or your users upload, submit, transmit, or store through the Service — including lead records, contact information, vehicle preferences, trade-in submissions, and any personally identifiable information ("PII") relating to your dealership's prospects or customers.
"AI Features" means any functionality powered by machine learning or artificial intelligence models, including but not limited to lead scoring, AI-drafted sales messages, automated message suggestions, and predictive analytics.
"Subscription Plan" means the pricing tier (Starter, Growth, Pro, or Enterprise) to which you subscribe, as described in Section 4.
"Authorized Users" means your employees or contractors who access the Service under your Account within the user limits of your Subscription Plan.
"Documentation" means the help articles, guides, and specifications we publish at stackdrive.io or within the Service.
"Intellectual Property Rights" means patents, copyrights, trademarks, trade secrets, and any other proprietary rights recognized by law.
"Third-Party Services" means external platforms, APIs, or data providers that integrate with or are referenced by the Service (e.g., market data providers for trade-in valuations).

3. Account Registration and Responsibilities

3.1 Registration

To access the Service, you must register by providing accurate, current, and complete information. You agree to update your information promptly if it changes. We reserve the right to refuse registration or suspend Accounts based on information you provide.

3.2 Account Security

You are responsible for maintaining the confidentiality of your Account credentials and for all activity that occurs under your Account. You must notify us immediately at support@stackdrive.io upon learning of any unauthorized access or security breach. We are not liable for any loss or damage arising from unauthorized access to your Account caused by your failure to safeguard your credentials.

3.3 Authorized Users

You are responsible for all Authorized Users' compliance with these Terms. You must ensure that each user receives appropriate training and understands their obligations under this Agreement. You are liable for acts or omissions of your Authorized Users as if they were your own.

3.4 Accurate Information

You represent that you are a legitimate automotive dealership or dealer-group organization, that any business information you provide is accurate, and that you have appropriate authority to enter into this Agreement on behalf of your organization.

4. Subscription Plans, Billing, and Auto-Renewal

4.1 Subscription Plans

StackDrive currently offers the following plans (pricing subject to change with notice as described in Section 4.6):

Starter — $79 per seat per month (3-seat minimum). Includes core CRM features, lead management, two-way SMS and email, basic automation sequences, and standard support.
Growth — $119 per seat per month (5-seat minimum). Includes all Starter features plus AI lead scoring, unlimited sequences, AI message drafting, trade-in evaluations with live market comps, inventory management, full analytics, and priority support.
Pro — $159 per seat per month (8-seat minimum). Includes all Growth features plus pipeline velocity reports, response time analytics, 5,000 AI interactions per month, and dedicated onboarding.
Enterprise — custom pricing (25-seat minimum). Includes all Pro features plus multi-rooftop management, custom integrations, unlimited AI interactions, a dedicated account manager, and an uptime SLA (see Section 14).

Feature inclusions for each plan are described in the Documentation and on our pricing page. We may modify plan features upon thirty (30) days' written notice, but will not materially reduce the core functionality of your current plan during your billing period.

4.2 Fees and Payment

All fees are stated in U.S. dollars and are due in advance on a monthly basis. You must provide a valid payment method (credit card, debit card, or bank transfer for Enterprise accounts). By providing a payment method, you authorize StackDrive to charge all amounts due. If a payment fails, we will notify you and may suspend access until payment is received.

4.3 Auto-Renewal

Your subscription automatically renews at the end of each billing cycle at the then-current price for your plan. (Plain English: we will charge your card each month unless you cancel before the renewal date.) We will send a renewal reminder by email at least seven (7) days before the renewal date. You can cancel at any time through your Account settings or by emailing support@stackdrive.io.

4.4 Taxes

Our fees are exclusive of all taxes, levies, or duties imposed by taxing authorities. You are responsible for paying all such taxes, excluding only taxes on our net income. If we are required by law to collect taxes, we will add them to your invoice.

4.5 Plan Upgrades and Downgrades

You may upgrade your plan at any time; the upgraded rate applies immediately and will be prorated for the remainder of your billing period. Plan downgrades take effect at the start of the next billing cycle. Downgrading may result in the loss of features or data access; we are not liable for any such loss resulting from a downgrade you initiate.

4.6 Price Changes

We may change our pricing by providing at least thirty (30) days' notice via email to your registered address. Continued use of the Service after a price change takes effect constitutes acceptance of the new price. If you do not accept a price change, you may cancel before it takes effect.

5. Cancellation and Refund Policy

5.1 No Long-Term Contracts

StackDrive operates on a month-to-month basis. There are no annual commitments or early-termination fees unless you have entered a separate Enterprise agreement that specifies otherwise.

5.2 Cancellation

You may cancel your subscription at any time by: (a) accessing your Account settings and following the cancellation flow, or (b) sending an email to support@stackdrive.io requesting cancellation. Cancellation takes effect at the end of the current billing period. You will retain access to the Service until the end of the period you have paid for. We do not provide prorated refunds for the remaining unused days in a billing period, except as described in Section 5.3.

5.3 Fourteen-Day Money-Back Guarantee

If you are not satisfied with StackDrive for any reason, you may request a full refund within fourteen (14) days of your initial subscription payment. (Plain English: you have two weeks from sign-up to try the platform risk-free — if it is not right for you, we will refund you in full, no questions asked.) To request a refund, email support@stackdrive.io with the subject line "Refund Request." Refunds are typically processed within five (5) to ten (10) business days.

The money-back guarantee applies to your first subscription payment only and is not available on renewal payments, plan upgrades, or subsequent subscriptions after a prior cancellation. It does not apply if your Account was suspended for violation of these Terms.

5.4 Data Export After Cancellation

Following cancellation, we will retain your Customer Data for thirty (30) days, during which you may request an export. After thirty (30) days, we may delete Customer Data from our systems. We encourage you to export your data before cancelling.

6. Acceptable Use Policy

You agree to use the Service only for lawful purposes and in accordance with this Agreement. The following uses are expressly prohibited:

6.1 Prohibited Conduct

Illegal activity. Using the Service in violation of any applicable federal, state, or local law or regulation, including the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, the Fair Credit Reporting Act (FCRA), the Equal Credit Opportunity Act (ECOA), or any applicable state consumer protection or anti-discrimination law.
Spam and unsolicited communications. Sending unsolicited commercial messages, spam, phishing communications, or bulk messages without proper consent as required by applicable law.
Illegal discrimination. Using the Service or any AI Features to discriminate against any person on the basis of race, color, religion, sex, national origin, disability, familial status, age, or any other legally protected characteristic, including in the selection, scoring, or treatment of sales leads.
Misuse of AI-generated content. Publishing, distributing, or representing AI-generated messages or content as guarantees, binding commitments, or legally accurate statements without independent human review and verification.
Interference with the Service. Attempting to probe, scan, hack, reverse engineer, decompile, or disassemble the Service, or to introduce malware, viruses, or disruptive code.
Unauthorized access. Attempting to access accounts, systems, or data belonging to other StackDrive customers.
Misrepresentation. Using the Service to make false, misleading, or deceptive representations to consumers about vehicle pricing, financing terms, trade-in values, or any other material fact.
Sublicensing or resale. Sublicensing, reselling, or providing access to the Service to third parties not covered by your Account without our express written consent.
Data scraping. Using automated means to extract, scrape, or harvest data from the Service beyond what is necessary for your ordinary use.

6.2 Enforcement

We reserve the right — but have no obligation — to monitor use of the Service for compliance with this Section. Violation of this Section may result in immediate suspension or termination of your Account without refund, in addition to any other remedies available to us at law or in equity.

7. AI Features — Disclaimer and Limitations

7.1 Nature of AI Features

Certain features of the Service use artificial intelligence and machine learning models to assist dealership staff. These AI Features include, but are not limited to: automated lead scoring, sales message drafting, communication suggestions, and predictive analytics.

7.2 AI Outputs Are Not Guaranteed

AI-generated outputs — including lead scores, suggested messages, recommendations, and analytics — are provided for informational and productivity purposes only. They are not guarantees of accuracy, completeness, or fitness for any particular purpose. (Plain English: the AI is a tool to help your team work faster, not a replacement for human judgment. Always review AI output before acting on it or sending it to a customer.)

7.3 Human Review Required

You acknowledge and agree that:

All AI-generated content, including drafted sales messages, must be reviewed and approved by a qualified human employee before being sent to any consumer.
Lead scores and rankings are probabilistic indicators only and do not constitute advice on whether to pursue, deprioritize, or decline any customer relationship.
No AI output from StackDrive constitutes legal, financial, credit, or compliance advice of any kind.
You are solely responsible for the accuracy, legality, and appropriateness of any communication you send to consumers using or derived from AI Features.

7.4 No Discrimination via AI

You agree not to use AI Features in any manner that results in illegal discrimination against consumers on the basis of any protected characteristic. You are responsible for auditing AI-assisted workflows within your organization to ensure compliance with all applicable fair lending, fair housing, and equal opportunity laws.

7.5 StackDrive Not Liable for AI Decisions

StackDrive shall have no liability for any decision you make or action you take in reliance on AI Feature outputs. Any claim arising from a consumer complaint, regulatory action, or legal proceeding related to your use of AI Features shall be governed by the indemnification provisions in Section 15 and the limitation of liability in Section 14.

8. Trade-In Evaluation Disclaimer

8.1 Informational Only

The Service may provide trade-in valuation estimates using live or near-real-time market data from Third-Party Services. These valuations are estimates for informational purposes only. They are not binding appraisals, binding offers to purchase, financial advice, or guarantees of any vehicle's market value. (Plain English: the number you see is a market estimate to help start a conversation — it is not a formal appraisal or a promise to buy at that price.)

8.2 No Appraisal License

StackDrive does not hold any appraisal or brokerage license. Nothing in the Service or these Terms constitutes an offer, agreement, or commitment to buy, sell, or finance any vehicle at any price. All final valuations, offers, and purchase agreements must be made by your dealership, subject to your own inspection, compliance review, and applicable law.

8.3 Third-Party Data

Market data used in trade-in valuations is sourced from third parties. We do not control the accuracy, timeliness, or completeness of such data and are not responsible for errors or omissions in third-party data. You should independently verify valuations before making or communicating any binding offers to consumers.

8.4 Consumer Disclosures

You are responsible for including appropriate disclaimers when presenting trade-in estimates to consumers — for example, disclosing that the figure is an estimate subject to physical inspection and final dealer approval. StackDrive shall have no liability for claims arising from consumer reliance on trade-in estimates communicated by your dealership.

9. SMS and Email Communications — Compliance Is Your Responsibility

9.1 StackDrive as a Tool, Not a Sender

The Service provides tools that enable your dealership to send SMS text messages, email communications, and automated outreach sequences to your own leads and customers. StackDrive is a technology platform — it is not the sender, initiator, or originator of these communications. Your dealership is the sender under all applicable communications laws.

9.2 Your TCPA and CAN-SPAM Obligations

You are solely and exclusively responsible for ensuring that all SMS and email communications sent through the Service comply with:

The Telephone Consumer Protection Act (TCPA) and FCC regulations, including obtaining prior express written consent from recipients before sending automated SMS or ringless voicemail messages, and honoring all opt-out requests promptly.
The CAN-SPAM Act, including providing a clear opt-out mechanism in all commercial emails, honoring opt-out requests within ten (10) business days, and including accurate sender information and subject lines.
All applicable state laws governing telephone solicitations, text messages, and electronic commercial communications, including state-level "do not call" laws.
Any platform policies of the wireless carriers or email service providers used to transmit messages.

9.3 Consent Records

You are responsible for obtaining, documenting, and retaining proof of consumer consent before using the Service to send automated SMS messages. We strongly recommend maintaining records of consent language, dates, and consumer confirmation for the period required by applicable law (at minimum, four (4) years for TCPA claims).

9.4 Opt-Out Compliance

You must configure the Service to honor all consumer opt-out and unsubscribe requests immediately, and in no case later than the time limits required by law. StackDrive provides opt-out management features to assist you, but the legal obligation to comply with opt-outs rests with you, not with StackDrive.

9.5 TCPA Indemnification

You agree to indemnify, defend, and hold harmless StackDrive from and against any claims, damages, fines, penalties, and legal fees arising from your communications sent through the Service, including any alleged violations of the TCPA, CAN-SPAM Act, or any state communications law. See Section 15 for full indemnification terms.

10. Intellectual Property

10.1 StackDrive Owns the Platform

StackDrive and its licensors retain all Intellectual Property Rights in and to the Service, including the software, algorithms, AI models, user interface designs, documentation, trademarks, and trade secrets. These Terms do not transfer any ownership rights to you. You receive only the limited, non-exclusive, non-transferable, revocable right to access and use the Service as described in this Agreement.

10.2 You Own Your Data

You own all Customer Data you submit to the Service. (Plain English: your leads, your contacts, your deals — that data is yours, not ours.) You grant StackDrive a limited, non-exclusive license to store, process, and use your Customer Data solely as necessary to provide and improve the Service and as described in our Privacy Policy.

10.3 Feedback

If you provide suggestions, ideas, or feedback about the Service ("Feedback"), you grant StackDrive a perpetual, irrevocable, royalty-free license to use that Feedback to improve the Service without restriction or compensation to you.

10.4 Restrictions

You may not: (a) copy, modify, or create derivative works of the Service; (b) reverse engineer or attempt to extract source code; (c) use the Service to build a competing product; (d) remove or obscure any proprietary notices; or (e) use our name, logo, or trademarks without prior written consent.

11. Customer Data and Privacy

11.1 Data Processor Relationship

With respect to any PII included in your Customer Data, StackDrive acts as a data processor (or service provider) on your behalf, and you act as the data controller (or business). (Plain English: you decide why and how personal data is collected from consumers; we process it only to run your CRM.) We will process Customer Data only in accordance with your instructions as expressed through your use of the Service, except as required by law.

11.2 Your Data Compliance Obligations

As the data controller, you are responsible for:

Having a lawful basis for collecting and using consumer PII under applicable privacy laws, including the California Consumer Privacy Act (CCPA) and any other applicable state privacy laws.
Providing consumers with appropriate privacy disclosures, including notice of your use of third-party CRM software to process their information.
Responding to consumer privacy rights requests (access, deletion, opt-out) that relate to data you hold. We will cooperate to assist you in fulfilling such requests with respect to Customer Data stored in the Service.
Ensuring you have the right to upload all data you submit to the Service.

11.3 Privacy Policy

Our collection and use of Account data, usage data, and other data relating to your use of the platform is described in our Privacy Policy, which is incorporated into this Agreement by reference.

12. Confidentiality

12.1 Mutual Confidentiality

Each party ("Receiving Party") may receive confidential or proprietary information from the other party ("Disclosing Party") in connection with this Agreement ("Confidential Information"). Confidential Information includes pricing, business plans, technical specifications, Customer Data, and any information marked confidential or that a reasonable person would understand to be confidential.

12.2 Obligations

Each party agrees to: (a) protect the other's Confidential Information with at least the same degree of care it uses for its own confidential information, but in no case less than reasonable care; (b) use Confidential Information only to perform its obligations or exercise its rights under this Agreement; and (c) disclose Confidential Information only to employees or contractors who need to know it and are bound by confidentiality obligations at least as protective as these Terms.

12.3 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was already known by the Receiving Party without restriction; (c) is received from a third party without restriction; or (d) must be disclosed by law or court order, provided the Receiving Party gives prompt written notice to the Disclosing Party (to the extent legally permitted) and cooperates in any effort to seek confidential treatment.

13. Warranties and Disclaimers

13.1 Our Limited Warranty

StackDrive warrants that the Service will perform materially in accordance with the Documentation under normal use. Our sole obligation, and your exclusive remedy, for a breach of this warranty is for us to use commercially reasonable efforts to correct the non-conformance, or if we cannot do so within a reasonable time, to refund the pro-rated fees paid for the affected period.

13.2 Disclaimer of All Other Warranties

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 13.1, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STACKDRIVE EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION: (A) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; (B) ANY WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) ANY WARRANTY REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF AI FEATURE OUTPUTS, TRADE-IN VALUATIONS, MARKET DATA, OR OTHER INFORMATION PROVIDED THROUGH THE SERVICE; AND (D) ANY WARRANTY REGARDING RESULTS OBTAINABLE FROM USE OF THE SERVICE.

(Plain English: we work hard to build a reliable product, but no software is perfect. We cannot promise it will always be available or error-free, and we are especially clear that AI outputs and trade-in estimates are not guaranteed to be accurate.)

14. Limitation of Liability and Service Level

14.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL STACKDRIVE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS, DATA, OR USE, EVEN IF STACKDRIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

14.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STACKDRIVE'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT — WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE — SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO STACKDRIVE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.(Plain English: if something goes wrong and we are found legally liable, the most we will ever owe you is what you paid us over the last twelve months.)

14.3 Essential Basis

The parties acknowledge that the limitations in Sections 14.1 and 14.2 reflect a reasonable allocation of risk and are an essential element of the basis of the bargain between the parties. StackDrive would not provide the Service at the stated prices without these limitations.

14.4 Uptime and Service Level Agreement

Enterprise Plan only: Enterprise subscribers receive a Service Level Agreement (SLA) guaranteeing 99.5% monthly uptime, excluding scheduled maintenance windows and downtime caused by circumstances beyond our reasonable control (force majeure, third-party provider outages, etc.). The SLA remedies for Enterprise subscribers are set forth in the applicable Enterprise Order Form or, if none, by crediting one (1) week of subscription fees for each calendar month in which uptime falls below 99.5%.

Starter, Growth, and Pro Plans: We do not offer an uptime guarantee for Starter, Growth, or Pro plans. We target high availability and will communicate planned maintenance through the Service, but uptime for these tiers is provided on a commercially reasonable basis only, with no SLA credits.

15. Indemnification

15.1 Your Indemnification of StackDrive

You agree to indemnify, defend (with counsel reasonably acceptable to us), and hold harmless StackDrive, its affiliates, and their respective officers, directors, employees, agents, and successors (collectively, "StackDrive Parties") from and against any and all claims, liabilities, damages, losses, fines, penalties, costs, and expenses (including reasonable attorneys' fees) ("Losses") arising out of or relating to:

TCPA and communications law violations. Any claim by a consumer, class of consumers, or regulatory authority arising from SMS messages, emails, or other communications you send to consumers using the Service, including alleged violations of the TCPA, CAN-SPAM Act, or any state communications or "do not call" law.
Privacy and data violations. Any claim arising from your failure to comply with applicable privacy laws (including CCPA, GDPR if applicable, or any state privacy law) with respect to Customer Data or your consumers' personal information.
Discrimination and civil rights violations. Any claim alleging that your use of AI Features, lead scoring, or the Service resulted in illegal discrimination against consumers based on any protected characteristic.
Consumer misrepresentation. Any claim arising from misrepresentations you make to consumers regarding vehicle pricing, trade-in values, financing terms, or any other material fact, whether through AI-generated content or otherwise.
Your breach of this Agreement. Any claim arising from your breach of any provision of these Terms, including the Acceptable Use Policy.
Your Customer Data. Any third-party claim arising out of or relating to your Customer Data, including claims that it infringes a third party's rights or was obtained unlawfully.

15.2 StackDrive's Indemnification of You

StackDrive will indemnify, defend, and hold you harmless from third-party claims alleging that the Service (excluding Customer Data and AI outputs based on your inputs) infringes a valid U.S. patent, copyright, or trademark of a third party. This obligation does not apply if the claim arises from: (a) your modification of the Service; (b) your combination of the Service with non-StackDrive products; (c) your use of the Service in violation of these Terms; or (d) open-source software.

15.3 Procedure

The indemnified party must: (a) promptly notify the indemnifying party in writing of the claim; (b) give the indemnifying party sole control of the defense and settlement; and (c) reasonably cooperate with the indemnifying party. The indemnifying party may not settle any claim in a manner that imposes liability or obligations on the indemnified party without prior written consent.

16. Dispute Resolution — Arbitration and Class Action Waiver

16.1 Informal Resolution First

Before initiating any formal dispute proceeding, you agree to contact StackDrive at support@stackdrive.io and attempt to resolve the dispute informally. The parties agree to negotiate in good faith for at least thirty (30) days before resorting to arbitration.

16.2 Binding Arbitration

If informal resolution fails, any dispute, controversy, or claim arising out of or relating to this Agreement or the Service shall be resolved exclusively by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. (Plain English: disputes go to a private arbitrator instead of a public court.) The arbitration shall be conducted in Montreal, Quebec, Canada, or via videoconference by agreement of the parties. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

16.3 Class Action Waiver

YOU AND STACKDRIVE EACH WAIVE THE RIGHT TO PARTICIPATE IN ANY CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION, OR REPRESENTATIVE PROCEEDING. ALL DISPUTES MUST BE BROUGHT ON AN INDIVIDUAL BASIS ONLY. (Plain English: you and we each give up the right to sue as part of a class — all claims must be brought individually.) This waiver applies to the fullest extent permitted by applicable law.

16.4 Exceptions

Notwithstanding Section 16.2, either party may seek emergency injunctive or equitable relief in a court of competent jurisdiction to prevent irreparable harm pending the outcome of arbitration. Nothing in this Section limits either party's right to bring a claim in small claims court for disputes within that court's jurisdiction.

17. Governing Law

This Agreement is governed by and construed in accordance with the laws of the Province of Quebec, Canada, without regard to its conflict-of-law provisions. To the extent any matter is not subject to arbitration under Section 16, the parties consent to the exclusive jurisdiction of the courts located in Montreal, Quebec, Canada. You waive any objection to venue or personal jurisdiction in those courts.

18. Modifications to These Terms

We may update these Terms from time to time. If we make a material change, we will notify you by: (a) sending an email to your registered address at least fourteen (14) days before the change takes effect; and (b) posting a notice within the Service. Your continued use of the Service after the effective date of any update constitutes acceptance of the revised Terms. If you do not agree to a material change, you may cancel your subscription before the change takes effect.

Non-material changes (such as typographical corrections, reorganization of sections, or clarifications that do not alter your rights) may take effect immediately upon posting without advance notice.

19. Termination

19.1 Termination by You

You may terminate this Agreement at any time by cancelling your subscription as described in Section 5.2.

19.2 Termination by StackDrive

We may terminate or suspend your Account and access to the Service: (a) with thirty (30) days' written notice for any reason; (b) immediately upon written notice if you breach any provision of this Agreement and fail to cure such breach within ten (10) days of receiving notice of the breach; or (c) immediately, without notice, if you violate the Acceptable Use Policy in a manner that poses risk to us, other customers, or third parties.

19.3 Effect of Termination

Upon termination: (a) your right to access and use the Service ceases immediately; (b) Customer Data will be retained for thirty (30) days and then may be deleted (see Section 5.4); (c) all outstanding fees become immediately due; and (d) Sections 6, 7, 10, 12, 13, 14, 15, 16, 17, and 20 shall survive termination.

20. General Provisions

20.1 Entire Agreement

This Agreement, together with the Privacy Policy and any Order Form or Enterprise agreement executed by the parties, constitutes the entire agreement between you and StackDrive with respect to the Service and supersedes all prior agreements, representations, and understandings on the same subject.

20.2 Severability

If any provision of this Agreement is found invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

20.3 Waiver

Failure or delay by either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.

20.4 Assignment

You may not assign or transfer this Agreement or any rights hereunder without our prior written consent. StackDrive may assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets, upon notice to you. Any purported assignment in violation of this Section is void.

20.5 Force Majeure

Neither party shall be liable for any delay or failure to perform resulting from causes outside its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government action, internet or power outages, or third-party service provider failures.

20.6 Notices

Legal notices to StackDrive must be sent to support@stackdrive.io. We may provide notices to you via your registered email address or through the Service. Email notice is deemed given when sent.

20.7 No Third-Party Beneficiaries

This Agreement does not create any third-party beneficiary rights. No consumer of your dealership, employee, or contractor shall have any right to enforce any provision of this Agreement.

20.8 Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, franchise, or agency relationship between the parties.

20.9 Export Compliance

You agree to comply with all applicable U.S. export control laws and regulations in your use of the Service. You represent that you are not located in, under the control of, or a national or resident of any U.S.-embargoed country.

20.10 Headings

Section headings are for convenience only and shall not affect the interpretation of this Agreement.