SaaS Subscription Agreement

1. Definitions

• "Agreement" means this SaaS Subscription Agreement, the Order Form, Privacy Policy, and Schedules.
• "AutoMentor Enterprise" or "Platform" means the cloud-based dealer training management software product owned and operated by Indgrocart LLC.
• "Authorized Users" means employees, contractors, or agents of Customer granted access.
• "Customer Data" means all data and content uploaded or generated by Customer or its Authorized Users.
• "Subscription Term" means the period specified in the Order Form.

2. Subscription Grant

Subject to this Agreement and timely payment of fees, Indgrocart LLC grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the AutoMentor Enterprise platform during the Subscription Term solely for Customer's internal business operations related to dealer training management.

Customer must not reverse-engineer, decompile, resell, or sublicense the Platform, create derivative works, or use the Platform to develop a competing product.

3. Fees & Payment

• Fees are denominated in US Dollars and due within 30 days of invoice
• All fees are exclusive of applicable taxes (sales tax, use tax, VAT)
• Overdue amounts accrue interest at 1.5% per month or the maximum lawful rate
• Provider may suspend access upon 14 days' written notice if payment is overdue
• Fees paid are non-refundable except as required by law

4. Service Levels

Indgrocart LLC targets 99.5% monthly Platform availability, excluding scheduled maintenance (48 hours' notice), emergency maintenance, and Force Majeure events. Support is available during US business hours (9am–6pm CDT, Monday–Friday, excluding US federal holidays) at contact@indgrocart.com.

5. Data Protection

Customer retains all ownership rights to Customer Data. Indgrocart LLC processes Customer Data solely to provide the Service. Upon termination, Customer Data is available for export for 90 days, after which it may be permanently deleted.

6. Intellectual Property

Indgrocart LLC retains all intellectual property rights in the AutoMentor Enterprise platform and its underlying technology. "AutoMentor Enterprise" is a product brand owned by Indgrocart LLC. No IP rights are transferred to Customer under this Agreement.

7. Warranties & Disclaimers

Indgrocart LLC warrants that the AutoMentor Enterprise platform will perform materially in accordance with Documentation. EXCEPT AS EXPRESSLY SET OUT HEREIN, THE PLATFORM IS PROVIDED "AS IS." INDGROCART LLC DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

8. Limitation of Liability

Neither party shall be liable for indirect, incidental, special, or consequential damages. Indgrocart LLC's total cumulative liability arising under this Agreement shall not exceed the total fees paid by Customer in the 12 months preceding the claim.

9. Term & Termination

Subscriptions auto-renew for successive 12-month terms unless either party provides 60 days' written notice of non-renewal. Either party may terminate immediately upon material breach not cured within 30 days of notice, or upon insolvency.

10. Governing Law & Dispute Resolution

This Agreement is governed by the laws of the State of Missouri and applicable federal law. Disputes shall be resolved by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association (AAA). Each party waives any right to pursue disputes on a class or representative basis.

Schedule A — Security Standards

• AES-256 encryption at rest, TLS 1.2+ in transit
• Role-based access control with least-privilege enforcement
• MFA available for all administrator accounts
• Annual penetration testing and regular vulnerability scanning
• Breach notification within 72 hours of confirmed incident
• RPO < 24 hours, RTO < 8 hours

Schedule B — Support Tiers

Contact