These Terms and Conditions ("Terms") govern your access to and use of the ESP Checkout software-as-a-service application (the "Service"), owned and operated by Ledfoot Software, LLC ("Ledfoot Software," "we," "us," or "our").

By accessing or using the Service, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Service.

1. Acceptance of Terms

1.1. Agreement: These Terms constitute a legally binding agreement between you, an authorized representative of an auto dealership ("Customer" or "you"), and Ledfoot Software, LLC.

1.2. Eligibility: By using the Service, you represent and warrant that you are at least 18 years of age, are authorized dealership personnel, and have the necessary authorization to access and manage financial accounts on behalf of your dealership.

2. The Service

2.1. Description: ESP Checkout is a software-as-a-service application designed for auto dealers to facilitate the sale of extended service plans. The Service is provided solely under a Standard plan.

2.2. Account Creation: Customer accounts for the Service are created exclusively by Ledfoot Software personnel. You will be provided with access credentials upon successful setup.

2.3. Account Security: You are solely responsible for maintaining the confidentiality of your account credentials (username and password) and for all activities that occur under your account. You agree to notify Ledfoot Software immediately of any unauthorized use of your account or any other breach of security. Account sharing is strictly prohibited.

2.4. Inactive Accounts: Ledfoot Software reserves the right to archive Customer accounts that have been inactive for a period of three (3) consecutive months. Archived data may not be immediately accessible and may require a restoration process.

3. Use of the Service

3.1. Acceptable Use: You agree to use the Service only for its intended purpose and in compliance with all applicable laws and regulations. You specifically agree that use of the Service is restricted to auto dealers authorized by their respective manufacturer to sell extended service plans.

3.2. Prohibited Activities: You agree not to:

• Use the ESP Checkout product on unlicensed domains.
• Engage in any illegal or unauthorized activities through the Service.
• Interfere with or disrupt the integrity or performance of the Service or data contained therein.
• Attempt to gain unauthorized access to the Service or its related systems or networks.
• Use the Service to transmit any viruses, worms, or other malicious code.
• Reverse engineer, decompile, or disassemble any part of the Service.

3.3. Violations: If you violate these Terms, Ledfoot Software will issue one (1) warning. Continued violation after the warning may result in the suspension of your account. Repeat offenders or severe violations may lead to immediate termination of your service, at Ledfoot Software's sole discretion.

4. Intellectual Property Rights

4.1. Ledfoot Software Intellectual Property: All content, features, and functionality of the Service, including but not limited to software, code, designs, graphics, text, images, and the compilation thereof, are the exclusive property of Ledfoot Software, LLC, and are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. All rights not expressly granted herein are reserved by Ledfoot Software, LLC.

4.2. Customer Intellectual Property: The rights to uploaded dealer logos, their names, and contact information belong to the respective dealer or dealer group. By uploading such content, you grant Ledfoot Software a worldwide, royalty-free, non-exclusive license to use, reproduce, modify, adapt, publish, and display such content solely for the purpose of providing the Service to you.

4.3. Third-Party Intellectual Property: The rights to referenced auto manufacturer names and logos are reserved for their respective owners. Some parts of the Service utilize open-source software packages, and the rights to these components are governed by their respective license agreements.

4.4. Trademark and Copyright Infringement: Ledfoot Software respects the intellectual property rights of others. If you believe that any content on the Service infringes upon your copyright or trademark, please provide us with the following information:

• A description of the copyrighted work or trademark that you claim has been infringed.
• A description of where the material that you claim is infringing is located on the Service.
• Your contact information, including address, telephone number, and email address.
• A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or trademark owner, its agent, or the law.
• A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or trademark owner or authorized to act on the copyright or trademark owner's behalf.

Upon receipt of such notice, we will take appropriate action in accordance with applicable laws.

5. Payments, Subscriptions, and Billing

5.1. Subscription: The Service is provided on a monthly subscription basis.

5.2. Pricing: You agree to pay the monthly subscription fees for the Service as specified at the time of your subscription activation.

5.3. Payment Methods: Payments can be made via credit card, check, or bank transfer, as agreed upon during account setup.

5.4. Automatic Renewal: All subscriptions automatically renew at the end of each monthly billing cycle unless canceled prior to the renewal date. You authorize Ledfoot Software (or its third-party payment processor) to charge the applicable subscription fees to your designated payment method on each renewal date.

5.5. Refund Policy: All subscription fees are non-refundable. We do not offer pro-rated refunds for cancellations made mid-billing cycle. If you cancel your subscription, you will continue to have access to the Service until the end of your current billing period, and no further charges will be made.

5.6. Payment Failures: If any payment is more than two (2) weeks overdue, Ledfoot Software reserves the right to suspend your access to the Service until all outstanding payments are received. Accounts with persistent payment issues may be terminated.

6. Data Security and Privacy

6.1. Privacy Policy: Your use of the Service is also governed by our Privacy Policy, which is available at https://dev.esp-checkout.com/privacy-policy. By using the Service, you consent to the collection and use of your information as described in our Privacy Policy.

6.2. Data Responsibility: You are responsible for the accuracy, quality, and legality of all data you submit to the Service.

7. Disclaimers and Limitation of Liability

7.1. "AS IS" Basis: THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. LEDFOOT SOFTWARE, LLC, AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

7.2. No Warranties: LEDFOOT SOFTWARE, LLC MAKES NO WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.

7.3. Limitation of Liability: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LEDFOOT SOFTWARE, LLC, ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (I) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE; (II) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE; (III) ANY CONTENT OBTAINED FROM THE SERVICE; AND (IV) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

7.4. Cap on Liability: IN NO EVENT SHALL THE AGGREGATE LIABILITY OF LEDFOOT SOFTWARE, LLC EXCEED THE AMOUNT PAID BY YOU TO LEDFOOT SOFTWARE, LLC FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM GIVING RISE TO SUCH LIABILITY.

8. Termination

8.1. Termination by Customer: You may terminate your subscription at any time by contacting Ledfoot Software support. Termination will be effective at the end of your current billing period, and you will not be charged for subsequent periods.

8.2. Termination by Ledfoot Software: We may terminate or suspend your account and bar access to the Service immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms.

8.3. Effect of Termination: Upon termination, your right to use the Service will immediately cease.

• Data Deletion: Upon termination by either party, Ledfoot Software will retain your data for a reasonable period (e.g., 30-90 days) to allow for data retrieval, if requested and feasible, after which your data will be permanently deleted from our active servers. Backup copies may remain for a longer period but will not be actively processed.
• Survival: All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

9. Governing Law and Dispute Resolution

9.1. Governing Law: These Terms shall be governed and construed in accordance with the laws of the State of Nevada, without regard to its conflict of law provisions.

9.2. Dispute Resolution:

• Informal Resolution: We encourage you to contact us directly to seek a resolution for any dispute you may have.
• Binding Arbitration: Any dispute, controversy or claim arising out of or relating to these Terms, including the breach, termination or validity thereof, shall be finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator agreed upon by both parties, or if no agreement is reached, appointed by the AAA. The arbitration shall take place in Las Vegas, Nevada, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
• Class Action Waiver: You agree that any arbitration or proceeding shall be limited to the dispute between Ledfoot Software and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any dispute to be arbitrated or resolved on a class-action basis or to utilize class action procedures; and (iii) there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

10. Changes to Terms

10.1. Updates: We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least thirty (30) days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. We will notify you of any changes by posting the new Terms on this page and/or through a prominent notice within the Service or via email.

10.2. Acceptance of Changes: By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service.

11. Miscellaneous

11.1. Entire Agreement: These Terms, together with our Privacy Policy, constitute the entire agreement between you and Ledfoot Software, LLC regarding the use of the Service and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Service.

11.2. Severability: If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect.

11.3. Waiver: No waiver of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition, and any failure of Ledfoot Software, LLC to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

11.4. Assignment: You may not assign or transfer your rights or obligations under these Terms without our prior written consent. Ledfoot Software, LLC may assign its rights and obligations under these Terms without restriction.

11.5. Force Majeure: Ledfoot Software, LLC shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Ledfoot Software's reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation.

11.6. Headings: The headings in these Terms are for convenience only and shall not affect their interpretation.

12. Contact Information

If you have any questions about these Terms, please contact us:

• By email
• By visiting this page on our website
• By mail: PO BOX 5652 Elgin, IL 60124