SalesLane Terms of Service & License Agreement

1. Definitions

• "Developer" refers to the creator and sole owner of SalesLane
• "Licensee" refers to the dealership or entity using the Software
• "Software" refers to SalesLane in its entirety, including all code, designs, features, and updates
• "License" refers to the limited right to use the Software under these terms

2. Grant of License

The Developer grants the Licensee a limited, non-exclusive, non-transferable, revocable license to use SalesLane for internal business operations, subject to the following conditions:

• License is granted on a trial/evaluation basis pending formal licensing agreement
• Use is restricted to the specific dealership location where initially deployed
• No right to modify, reverse engineer, or create derivative works
• No right to sublicense, sell, or transfer the Software to others
• No right to claim ownership or authorship of the Software

3. Intellectual Property Rights

The Developer retains 100% ownership of all intellectual property rights, including but not limited to:

• Source code and compiled code
• User interface designs and layouts
• Database schemas and structures
• Algorithms and business logic
• Branding, logos, and trade names
• Documentation and training materials
• All future updates, modifications, and enhancements

No implied rights: Nothing in this agreement grants any rights not explicitly stated. All rights not expressly granted are reserved by the Developer.

4. Restrictions on Use

The Licensee expressly agrees NOT to:

• ❌ Claim ownership or authorship of the Software
• ❌ Copy, reproduce, or duplicate the Software
• ❌ Distribute or share the Software with other dealerships or third parties
• ❌ Reverse engineer, decompile, or disassemble the Software
• ❌ Remove or alter any copyright notices or proprietary markings
• ❌ Use the Software for any unlawful purpose
• ❌ Attempt to acquire rights through continued use or "adverse possession" theories

5. Expansion & Multi-Location Licensing

Use of SalesLane at additional locations, dealerships, or by affiliated entities requires:

• Prior written approval from the Developer
• Execution of a formal multi-location licensing agreement
• Payment of applicable licensing fees

Current use at one location does not grant rights for expansion to additional locations.

6. Future Licensing & Commercialization

The Developer reserves the exclusive right to:

• License the Software to other dealerships or entities
• Develop and sell the Software commercially
• Create Software-as-a-Service (SaaS) offerings
• Modify pricing and licensing terms
• Discontinue any free or trial licenses at any time

Current use does not establish perpetual rights or prevent the Developer from commercializing the Software.

7. Licensee Data

While the Developer owns the Software:

• The Licensee retains ownership of their business data entered into the Software
• Upon license termination, the Developer will provide reasonable data export capabilities
• The Developer may use anonymized/aggregated data to improve the Software

8. License Fees & Payment Terms

Current Status: Courtesy license at no charge while formal licensing agreement is negotiated.

Future Terms: Continued use beyond the trial period will require:

• Execution of a formal licensing agreement
• Payment of monthly/annual licensing fees as determined by the Developer
• Compliance with all commercial licensing terms

The Developer reserves the right to establish licensing fees at any time with 30 days written notice.

9. Support & Maintenance

• Support is provided at the Developer's discretion
• No guaranteed uptime or service levels during trial period
• Formal support agreements available with commercial licensing
• Updates and enhancements provided at Developer's sole discretion

10. Warranty Disclaimer

THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE DEVELOPER MAKES NO WARRANTIES REGARDING RELIABILITY, ACCURACY, OR COMPLETENESS.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE DEVELOPER SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES ARISING FROM USE OF THE SOFTWARE.

12. Termination

This license may be terminated:

• By Developer: At any time, with or without cause, upon 30 days written notice
• By Licensee: At any time by discontinuing use of the Software
• Immediately: Upon breach of these terms by the Licensee

Upon termination: Licensee must immediately cease all use of the Software and delete all copies.

13. Independent Development

The Licensee acknowledges and agrees that:

• SalesLane was developed entirely independent of Licensee's organization
• No employment duties, work-for-hire relationship, or contractual obligation required or resulted in the Software's creation
• The Developer used personal time, equipment, and resources for development
• No Licensee resources, trade secrets, or confidential information were used in development
• Initial provision of the Software was voluntary and does not constitute a transfer of ownership

14. Non-Competition & Non-Solicitation

The Licensee agrees not to:

• Develop or commission development of competing software based on SalesLane
• Solicit the Developer to create competing systems for other entities
• Use knowledge of SalesLane's features to create derivative works

15. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction where the Developer resides, without regard to conflicts of law principles.

16. Entire Agreement

This Agreement constitutes the entire understanding between the parties regarding the Software and supersedes all prior discussions, representations, or agreements, whether written or oral.

17. Modifications to Terms

The Developer reserves the right to modify these terms at any time. Continued use of the Software after modifications constitutes acceptance of the new terms.

18. Severability

If any provision of this Agreement is found to be unenforceable or invalid, the remaining provisions shall remain in full force and effect.

19. Acknowledgment of Understanding

By using SalesLane, the Licensee acknowledges that they have read, understood, and agree to be bound by these terms, including:

• ✓ Recognition of Developer's sole ownership
• ✓ Understanding this is a license, not a sale or transfer
• ✓ Agreement not to claim ownership or derivative rights
• ✓ Acceptance that fees may be required for continued use
• ✓ Understanding that license may be terminated