Terms of service

These Terms of Service, together with applicable Services Addenda, Order Forms, Insertion Orders, and materials referenced herein (collectively, this “Agreement”), describe the terms and conditions under which you (“Customer”) may access and use the Services (defined below) of SoundsGood Auto, Inc. (“SoundsGood Auto”).

BY CLICKING THE “SIGN UP” BUTTON, OR ACCEPTING THIS AGREEMENT THROUGH AN ORDER FORM THAT INCORPORATES THIS AGREEMENT, OR USING SOUNDSGOOD AUTO’S SERVICES, CUSTOMER AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

IF CUSTOMER IS ENTERING INTO THIS AGREEMENT ON BEHALF OF OTHER COMPANIES OR ENTITIES (FOR INSTANCE, AS AN AGENCY OR AUTHORIZED RESELLER), THEN CUSTOMER REPRESENTS AND WARRANTS THAT IT HAS THE AUTHORITY TO BIND SUCH COMPANIES AND ENTITIES TO THIS AGREEMENT.

SOUNDSGOOD AUTO MAY UPDATE OR OTHERWISE MODIFY THIS AGREEMENT FROM TIME TO TIME. CUSTOMER’S CONTINUED USE OF THE SERVICES AFTER AN UPDATE WILL CONSTITUTE ACCEPTANCE.

SERVICES ADDENDA

1. DEFINITIONS

“Account” means the online account created by or on behalf of Customer to access the Services.

"Ad(s)" means Customer’s advertisements, in any form, including without limitation display, video, email, or TV.
“Agency(ies)” means an advertising agency that manages Services on behalf of one or more Clients (defined in Section 4.1), and has executed an Order Form or Insertion Order. References to “Customers” shall include Agencies.
“Applicable Law(s)” means any applicable federal, state, and foreign laws or regulations or any industry self-regulatory rules or guidelines that relate to a party’s rights and obligations under this Agreement (including, but not limited to, the Interactive Advertising Bureau (IAB) Guidelines, Standards & Best Practices, the Network Advertising Initiative (NAI) Code of Conduct, the Digital Advertising Alliance (DAA) Self-Regulatory Principles for Online Behavioral Advertising, the General Data Protection Regulation (EU) 2016/679 (GDPR), the California Consumer Privacy Act of 2018 (CCPA), the California Privacy Rights Act of 2020 (CPRA), and the Childrens’ Online Privacy Protection Act (COPPA)).
“Authorized Reseller” means an entity that is authorized by SoundsGood Auto to resell the Services to Clients (defined in Section 4.1) through its own proprietary platform, that has executed an Order Form or Insertion Order. References to “Customers” shall include Authorized Resellers.
“Authorized Users” mean Customer’s employees and contractors who are authorized by Customer to access the Account and use the Services on Customer’s behalf, and have agreed to comply with the terms of this Agreement.
“Customer Content” means Ads, background images, trademarks, logos, company names, fonts, hex codes, images, graphics, text, audio, video files, product feeds, and any other content that is provided by Customer or obtained or created by SoundsGood Auto on Customer’s behalf for use with the Services.
“Customer CRM Data” means any clear (i.e., plain text, unhashed) email addresses, names, titles, contact history, order history, or other CRM data about End Users that is provided by Customer, obtained through third party integrations with the Services, or obtained by SoundsGood Auto on Customer’s behalf in connection with the Services. Customer CRM Data does not include Service Data or Performance Reports.
“Customer Sites” mean all websites, and mobile and tablet applications owned or controlled by Customer through which the Services are integrated and Service Data or Customer CRM Data, as applicable, is collected.
“Documentation” means SoundsGood Auto’s reference documents, support service guidelines, policies, and technical material relating to the Services that are made available to Customer (whether by email, links to websites, screen or click-through display, Account dashboards, or any other method), including but not limited to those located at https://help.adroll.com/hc, https://help.rollworks.com/hc/en-us and https://www.SoundsGood Auto.com/trust-center.
“End Users” mean any natural persons accessing, using, or otherwise interacting with Customer Sites or Customer Content, or associated with Customer CRM Data.
"European Territories" mean the European Economic Area, United Kingdom and Switzerland.
“Fees” are defined in Section 5.1.
“Insertion Order” means a form through which Customer may order certain Media Services.
“Media Services” are a specific type of Services further described in the Media Services Addendum (https://www.SoundsGood Auto.com/terms/media-services) and the Engagement Section of the ABM Services Addendum (https://www.SoundsGood Auto.com/terms/abm).
“Network” means a group of publishers, ad networks, ad exchanges, and other ad inventory sources that SoundsGood Auto has partnered with to provide the Services.
"SoundsGood Auto Materials” means SoundsGood Auto’s Technology, Documentation, websites, dashboards, visual interfaces, graphics, design, templates, compilation, computer code, any data (including contact data) provided by SoundsGood Auto, Performance Reports, and all other elements of the Services, including any enhancements and modifications thereto and derivative works thereof.
“Order Form” means any form, invoice, paper or digital record within Customer’s Account dashboard that sets forth the Services selected by Customer, Term, Fees, credits and other details, and incorporates this Agreement by reference.
“Package” means the combinations of Services offered by SoundsGood Auto under this Agreement.
“Performance Reports” means all reporting, insights, analytics and other information made available by SoundsGood Auto to Customer through the Services that relate to Customer's Ads, campaigns and use of the Services, as reported on an aggregated basis.
“Personal Data” is defined by the Applicable Law of each End User’s residence.
“Sensitive Personal Information” means Personal Data that reveals (i) an End User’s social security, driver's license, state identification card, or passport number; (ii) an End User’s account log-In, financial account, debit card, or credit card number in combination with any required security or access code, password, or credentials allowing access to an account; (iii) an End User’s precise geolocation; (iv) an End User’s racial or ethnic origin, religious or philosophical beliefs, union membership, citizenship or citizenship status; (v) the contents of an End User’s mail, email or text messages; (vi) an End User’s genetic data; (vii) tbiometric information for the purpose of uniquely identifying an End User; (viii) an End User’s health; (ix) an End User’s sex life or sexual orientation; or (x) any data similar to the above protected under Applicable Law.
“Service Addendum(a)” means the supplemental terms and conditions, incorporated by reference into this Agreement, which govern the use of specific Services.
“Service Data” means data that is collected by SoundsGood Auto from End Users using Technology on Customer Sites, including any data obtained from third-parties while providing the Services. Service Data does not include Customer CRM Data. If Customer opts-in to cross-device or uses the RollWorks ABM Services authorizing SoundsGood Auto to hash End User email addresses from Customer Sites, such hashed End User email addresses will constitute Service Data.
“Services” means the SoundsGood Auto advertising, marketing, sales, analytics and other service offerings made available to Customer under this Agreement.
“Technology” means the SoundsGood Auto proprietary technology used to provide the Services, including pixels, script, code, tags, application programming interfaces (“APIs”), dashboards and/or software development kits (“SDKs”).
“Term” has the meaning set forth in Customer’s Order Form.

2. SOUNDSGOOD AUTO SERVICES

2.1 Access and Use. Subject to Customer’s payment of all applicable Fees and compliance with this Agreement, SoundsGood Auto hereby grants Customer during the Term a personal, non-exclusive, non-transferable, non-sublicensable, revocable (as provided herein) right to access and use the SoundsGood Auto Materials and Services set forth in the Order Form or Insertion Order.

2.2 Technical Requirements. Prior to commencing the Services, Customer will be required to comply with technical and Personal Data collection notice requirements communicated by SoundsGood Auto to Customer, such as implementing Technology (i.e., SoundsGood Auto pixel) on Customer Sites and, for Customers with mobile applications, allowing SoundsGood Auto access to data collected by Customer’s mobile measurement partner (“MMP”).

2.3 Use Restrictions. Except as permitted through the Services (or otherwise by SoundsGood Auto in writing), Customer shall not, and shall not permit a third party, to:

use the Services or SoundsGood Auto Materials for any purpose other than for Customer’s own internal business purpose;
license, sell, transfer, assign, distribute, host, rent, lease, or otherwise commercially exploit the Services or SoundsGood Auto Materials;
modify, prepare derivative works of, disassemble, decompile or reverse engineer any part of the Services or SoundsGood Auto Materials, use unauthorized APIs, create more Accounts than necessary, or attempt to gain access in any way to data outside the scope of the Services;
remove any proprietary notices from the Services or SoundsGood Auto Materials;
deliver or introduce any viruses, worms, time bombs, Trojan horses or other harmful or malicious code, files, scripts or agents into the Services or SoundsGood Auto Materials; or
use the Services or SoundsGood Auto Materials in any manner or for any purpose that infringes, misappropriates, or other otherwise violates any other party’s rights, this Agreement, or Applicable Law.

2.4 Beta Versions and Trials. SoundsGood Auto may make new features and/or functionality related to the Services available to Customer as a beta, pilot, test or similar description (each, a “Beta Version”), or offer a new or existing Customer a trial of the Services for a limited evaluation period (each, a “Trial”). Customer’s use of Beta Versions and Trials are governed by this Agreement, except that they are provided by SoundsGood Auto “AS-IS” and excluded from SoundsGood Auto’s warranties in Section 8.2 and indemnities in Section 9.2. SoundsGood Auto may discontinue or terminate Beta Versions or Trials at any time in its sole discretion and may choose not to make Beta Versions generally available.

3. CUSTOMER RESPONSIBILITIES

3.1 General. Customer is responsible for its use, and Authorized Users’ use, of the Services and SoundsGood Auto Materials and all activity occurring within the Account and shall comply at all times with this Agreement, including the Documentation.

3.2 Accounts.

Account Set-Up. Customer is responsible for ensuring that all information used to set-up and maintain an Account is up-to-date, complete and accurate during the Term, including without limitation contact information, billing and payment information, campaign budgets and selections relating to the Services.
Passwords and Log-Ins. Account passwords and log-in details may only be used by and for Customer, and may not be shared with any other person or entity, other than Authorized Users. Customer will secure all Account passwords and log-in details and promptly notify SoundsGood Auto of any breach or suspected breach, misuse or unauthorized access to the Account.

3.3 Customer Content. Customer is responsible for all Customer Content posted or published on or through the Services and on Customer Sites and compliance with SoundsGood Auto’s Advertising Policies (for AdRoll: https://help.adroll.com/hc/en-us/categories/360001977912-Advertising-Policies, for RollWorks: https://help.rollworks.com/hc/en-us/articles/360037781412-Advertising-Policies-Overview). During the Term, Customer grants SoundsGood Auto a non-exclusive, worldwide, royalty-free license to use, modify, display, distribute, reproduce, store and publish Customer Content on and in connection with SoundsGood Auto’s provision of Services to Customer. Customer shall provide SoundsGood Auto with Customer Content in the form and manner specified by SoundsGood Auto or authorize SoundsGood Auto to retrieve it directly from Customer Sites or through third party integrations.

3.4 Use of Trademarks. During the Term, Customer grants SoundsGood Auto a limited right to use Customer’s trademarks, logos, and names, in the form and manner approved by Customer, on SoundsGood Auto’s websites, sales presentations, and other marketing materials, solely to identify Customer as a customer of SoundsGood Auto.

4. AGENCIES AND AUTHORIZED RESELLERS

4.1 General. This Section 4 only applies to Customers that are “Agencies” or “Authorized Resellers”. All rights, obligations and references to “Customer” in this Agreement shall also apply to Agencies and Authorized Resellers. Agencies and Authorized Resellers shall be responsible for their respective customers’ or clients’ (hereinafter, “Client(s)”) compliance with this Agreement. In addition to the representations and warranties set forth in Section 8.1, Agencies and Authorized Resellers represent and warrant to SoundsGood Auto that they each have the authority to act on behalf of their Clients with respect to all obligations and representations set forth in this Agreement, and will provide written confirmation of the same if requested.

4.2 Agencies. Agency may establish an “Agency Account” to manage Services on behalf of one or more of Agency’s Clients pursuant to this Agreement. SoundsGood Auto reserves the right, in its sole discretion, to object to any Agency’s or Agency’s Client’s use of the Services.

Fees. Unless otherwise agreed in writing, Agency will be invoiced directly and shall be liable for all Fees incurred by Clients under this Agreement, regardless of whether Agency has been paid by Client. Agency will regularly monitor the credit risk of its Clients to ensure that Clients have sufficient funds to order Services under this Agreement. If SoundsGood Auto has agreed to bill a Client directly for any Fees and Client defaults on timely payment of such Fees then Agency shall be held responsible for the full amount and SoundsGood Auto reserves the right to suspend or terminate all or part of the Agency Account including Clients’ access to the Services.
No exclusivity. Agency Clients may request at any time to be migrated over to another Agency Account or to a direct Account with SoundsGood Auto and nothing in this Agreement will prevent SoundsGood Auto from facilitating such transfer or from Clients from entering into a direct relationship with SoundsGood Auto.
Disclosure to Clients about Agency Rebates and/or Referral Fees. SoundsGood Auto may provide rebates and/or referral fees to Agencies that introduce Clients to SoundsGood Auto. If applicable, Agency represents and warrants to SoundsGood Auto that it will make all appropriate disclosures about the rebate and/or referral fee to Clients as required under Applicable Law.

4.3 Authorized Resellers. Authorized Resellers may establish a “Reseller Account” to facilitate Authorized Resellers’ marketing and sale of Services to Clients. Authorized Resellers may be required to enter into a separate license to use SoundsGood Auto’s Reseller API (https://www.SoundsGood Auto.com/terms/api).

Fees. Unless otherwise agreed in writing, Authorized Resellers will be invoiced directly for all Fees incurred by Clients under this Agreement regardless of whether Authorized Reseller has been paid by Client.
Client Support. Authorized Reseller agrees that it will be solely responsible for providing support to Clients (a) in connection with such Clients’ use of the Services; and (b) marketing efforts related to the “go to market” life cycle for Services, provided that any marketing materials prepared and/or used by Authorized Reseller are in compliance with SoundsGood Auto marketing requirements and Documentation. On request, SoundsGood Auto will provide commercially reasonable support to Authorized Reseller in connection with its resale of Services to potential Clients under this Agreement.

5. PAYMENT TERMS

5.1 Fees. Customer shall pay the following fees (“Fees”):

Fees for Packages. Fees for Packages will be set forth in Customer’s Order Form or Insertion Order.
Fees for Media Services, Add-Ons and API Media Integrations. Fees for Media Services, “add-ons” and certain API Media Integrations are in addition to the Fees for Packages, and additional payment terms may be set forth in the Order Form or Insertion Order. Customer may establish “budgets” within the Account, Order Forms or Insertion Orders for Media Services. SoundsGood Auto will use commercially reasonable efforts to comply with any budgets specified by Customer; provided, however, Customer remains responsible and will be billed for all Media Services Fees including those exceeding such budgets.
Promotions; Credits. SoundsGood Auto may offer Customer certain promotions, discounts, general credits, ad or media credits or other special offers that will be reflected in Customer’s Order Form or Insertion Order. There will be no refunds or credits for partial terms, downgrades, or unused credits or features.
Overage Fees. If Customer exceeds any usage limits specified in the Order Form, Insertion Order, Account or Documentation, or Customer Sites exceed the number of monthly unique visitors (MUVs) established for select Services (where Fees are based on MUVs), SoundsGood Auto reserves the right to upgrade Customer to the next tier Package or pricing corresponding with Customer’s usage or eligibility for the remainder of the Term, or bill Customer for the Fees associated with the overage, in each case using the billing information associated with the Account.
Changes in Fees. SoundsGood Auto reserves the right to change its Fees and to institute new charges at the end of the Initial Term or any Renewal Term (or for Customers using Media Services only, at any time with notice to Customer). Customer’s use of the Services following any such notification constitutes its acceptance of new or increased Fees.

5.2 Payment Terms. Unless otherwise agreed by the parties in writing, payment terms will be specified in the Order Form or Insertion Order and billed as follows:

Packages. All Packages (excluding any “Free” Packages or promotions) are billed in advance and are non-refundable. Packages will automatically renew for successive Terms of the same duration (e.g., a 12-month Package will automatically renew for another 12-months, a monthly Package will renew for another month), and Customer will be charged the applicable Fees on each anniversary of purchase, unless canceled or downgraded in accordance with Section 11.2 or 11.3.
Media Services. Media Services may be included as part of a Package or purchased as stand-alone Services.

Auto Post-Pay Accounts. Unless otherwise agreed by the parties in writing, Fees for Media Services will be automatically billed in arrears on a weekly basis.
Auto-Prepay Accounts. For auto-prepay Accounts, Customer agrees to keep valid payment method information (for example, credit card or PayPal account information) on file in the Account always, and SoundsGood Auto will pre-charge Customer weekly for each campaign budget amount as determined by Customer in the Account. Customer authorizes SoundsGood Auto to charge such amounts using the valid payment details provided by Customer. Customer understands that all funds transferred to SoundsGood Auto become the property of SoundsGood Auto upon transfer to compensate SoundsGood Auto for costs involved in delivering the Services, including creating and maintaining, and providing access to the Documentation, Technology, and Performance Reports. If Customer suspends a campaign or Services, cancels the Account, or terminates this Agreement, it may request reimbursement in the amount of the prepaid funds not attributed to any completed campaign(s) within 180 days after the campaign or Services are paused, the Account is canceled or this Agreement is terminated; provided that any such reimbursement is at SoundsGood Auto’s sole discretion.

5.3 Taxes. Fees are quoted exclusive of any Taxes (defined below). Customer is responsible for all sales, use, value added, withholding, and any other similar taxes imposed by federal, state, local, or foreign governmental entities on the transactions contemplated by this Agreement (“Taxes”), excluding taxes based solely upon SoundsGood Auto’s net income, even if SoundsGood Auto did not collect and remit such Taxes on Customer’s behalf. If SoundsGood Auto is assessed fines, penalties or payments for non-payment of Taxes, then SoundsGood Auto will be entitled to full reimbursement of such amounts by Customer.

5.4 Non-Payment; Late Payment.

Suspension or Termination. SoundsGood Auto may suspend or terminate Customer and its Authorized Users’ access to the Services for failure to pay any Fees within the time frame specified in the Order Form or Insertion Order. Termination or suspension will not relieve Customer of its obligation to pay Fees pursuant to this Agreement. SoundsGood Auto reserves the right to downgrade Customer to a lower Package.
Interest. Without limiting SoundsGood Auto’s remedies, SoundsGood Auto may charge interest on overdue Fees from the due date up to the date of actual payment at a monthly rate of 1.5% or the highest rate permitted by Applicable Law, whichever is less. Customer will reimburse SoundsGood Auto for expenses and recovery costs incurred in collecting any past due Fees, including reasonable attorneys’ fees and costs of collection.
Set-Off. SoundsGood Auto may set off any liability owed to Customer against any liability for which SoundsGood Auto reasonably determines Customer is liable to SoundsGood Auto, related to Services under this Agreement.
Credit Risk. If Customer develops credit conditions (e.g., excessive credit card denials, chargebacks, return-to-maker payments due to insufficient funds, declaration of insolvency or bankruptcy) or SoundsGood Auto otherwise designates Customer as a credit risk, SoundsGood Auto reserves the right to modify Customer’s payment terms. If an Agency or Authorized Reseller (but not its Client) enters into or is the subject of an insolvency, receivership or bankruptcy proceeding or any other proceeding for the settlement of Customer’s debts, SoundsGood Auto shall have the right to notify relevant Clients directly in effort to settle outstanding liabilities under this Agreement.

5.5 Billing Disputes. Any claims or disputes relating to Fees under this Agreement must be sent to SoundsGood Auto in writing withinthirty (30) days of the billing date or will be waived by Customer.

6. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS

6.1 SoundsGood Auto Property.

General. SoundsGood Auto owns or controls all right, title and interest in and to the Services, Service Data, Performance Reports, and SoundsGood Auto Materials, including all intellectual property rights contained therein. Customer’s right to use the Services and SoundsGood Auto Materials are strictly limited to those rights expressly granted in this Agreement and all other rights are reserved to SoundsGood Auto. Customer is permitted to use Performance Reports for its own internal business purposes, including after expiration or termination of this Agreement.
Hashed Emails used in Cross-Device Graph.

If Customer opts-in to cross-device or uses RollWorks ABM Services, where email (plain text, unhashed) addresses are automatically collected by SoundsGood Auto through the Technology (specifically, the SoundsGood Auto pixel), the following provisions apply:

SoundsGood Auto will collect and use hashed emails derived from such email addresses and other End User identifiers (collectively, “Hashed Emails”). Hashed Emails are considered Service Data and stored as a persistent part of SoundsGood Auto’s cross-device graph. SoundsGood Auto will combine Hashed Emails with Service Data from other customers for purposes of providing Services generally to customers.
Customer must:

provide appropriate notice to End Users, before or at the time of submission (i.e., a “just-in-time” notice); and
disclose to End Users in an online privacy notice, that any email addresses provided will be hashed, stored, and combined with other identifiers for cross-device recognition purposes and targeted advertising and measurement and analytics by SoundsGood Auto (as applicable).

6.2 Customer Property. Customer owns or controls all rights in and to Customer Content and Customer CRM Data (including any reporting provided by SoundsGood Auto that contains Customer CRM Data in a personally identifiable manner). SoundsGood Auto will not use Customer Content or Customer CRM Data for any purpose other than to: (a) provide Services to Customer as provided in this Agreement and (b) use, publish, display and distribute de-identified, aggregated, non-personally identifiable information derived from such content and data for purposes of improving SoundsGood Auto’s Services, benchmarking and reporting.

6.3 Feedback. The parties agree that any comments, ideas, suggestions or feedback provided by Customer or Authorized Users to SoundsGood Auto with regard to the Services may be used by SoundsGood Auto to develop and improve the Services, SoundsGood Auto Materials, new products and/or new services without compensation, notice or obligation to such Customer or Authorized User.

6.4 Third-Party Trademarks. Any third-party trademarks, product or company names referenced in the Services or SoundsGood Auto Materials are the property of their respective owners and may not be used without the prior written permission of the owner.

6.5 Third-Party Integrations. Customer may choose to use features within the Services that involve integrations with third-party platforms. Use of third-party platforms may be subject to Customer's agreement with the relevant provider and/or additional terms and may enable data exchange between the Services and applicable third-party platforms. SoundsGood Auto does not control and has no liability for third-party platforms, including their security, functionality, operation, availability, or interoperability or how the third-party platform uses data received from the Services. "Third-party platform" means any platform, add-on, service or product provided by any third-party that Customer elects to integrate or enable for use with the Services.

7. DATA PRIVACY OBLIGATIONS

7.1 General Obligations With Respect to End User Privacy. Customer is responsible for all obligations, consents, notices and/or permissions with respect to End Users related to the use of the Services and SoundsGood Auto Technology on any Customer Sites, and which may be required under any Applicable Laws, including, without limitation, the General Data Protection Regulation (EU) 2016/679 (GDPR), U.S. state privacy and data protections acts such as the California Consumer Privacy Act of 2018 and the California Privacy Rights Act of 2020 (CPRA), and the Children’s Online Privacy Protection Act (COPPA).

7.2 Consent, Privacy Notice and Notice of Collection Obligations for Customers. Customer Sites must include the following:

Consent Mechanism. Where the Customer Sites attract End Users from European Territories, Customer must deploy a consent and transparency mechanism (“Consent Mechanism”) on Customer Sites to obtain End User consent to SoundsGood Auto (and its Network) placing cookies or similar tracking technologies on End Users' browsers. The foregoing obligations shall also apply where the Customer Sites attract visitors from other jurisdictions that require Consent Mechanisms with respect to the placement of or access to cookies or similar tracking technologies on visitors’ devices and/or specific data transfer mechanisms under Applicable Law.
Privacy Notice.
An online privacy notice that:

Discloses the categories of data collected by SoundsGood Auto, and the purposes for which data is collected and used by SoundsGood Auto. SoundsGood Auto’s Service Privacy Notice (https://www.SoundsGood Auto.com/privacy) identifies this information and Customer may provide a link to SoundsGood Auto’s privacy notice in Customer’s privacy notice; and
Includes instructions on how End Users can control the collection of data and opt-out from receiving interest-based advertising, for example, through opt-out pages at: http://www.networkadvertising.org/choices/, http://www.aboutads.info/ or, for End Users located in European Territories, the EDAA opt-out page at http://youronlinechoices.eu/.
Includes instructions on how End Users how they may opt-out from receiving cross-site advertising, by accessing their device setting or visiting and employing the controls described on the NAI’s Mobile Choices page.

More information and guidelines on privacy notice best practices can be found here: (for AdRoll Customers https://help.adroll.com/hc/en-us/articles/216104687-Privacy-Notice-Requirement) (for RollWorks Customers https://help.rollworks.com/hc/en-us/articles/360036024352-Privacy-Notice-Requirements).

7.3 Data Processing and Protection.

CCPA Service Provider Addendum. If Customer provides SoundsGood Auto with any Customer CRM Data of California residents and/or SoundsGood Auto collects (on behalf of Customer) any Customer CRM Data of California residents, the SoundsGood Auto CCPA Service Provider Addendum (available at https://www.SoundsGood Auto.com/terms/ccpa-service-provider) is incorporated into and made part of this Agreement.
GDPR Data Protection Addendum. If Customer provides SoundsGood Auto with any Customer CRM Data of European residents and/or if SoundsGood Auto collects (on behalf of Customer) any Customer CRM Data of European residents, the SoundsGood Auto Data Protection Addendum (available at https://www.SoundsGood Auto.com/terms/data-protection) is incorporated into and made part of this Agreement.

7.4 Children. Customer is expressly prohibited from:

Placing Technology (e.g., SoundsGood Auto pixel) on any Customer Sites that are directed (in whole or in part) to children under the age of sixteen (16);
Permitting SoundsGood Auto to collect information from a device or browser in the possession of any child under the age of sixteen (16); and
Knowingly sending SoundsGood Auto any information derived from a device or browser in the possession of any child under the age of sixteen (16).

7.5 Sensitive Personal Information. Customer is expressly prohibited from:

Providing SoundsGood Auto with or permitting SoundsGood Auto to collect any Sensitive Personal Information; and
Configuring the SoundsGood Auto Technology to collect Sensitive Personal Information.

7.6 Suspension of Services. In addition to all other rights and remedies under this Agreement, SoundsGood Auto reserves the right to suspend the Services for Customer’s failure to comply with this Section 7, unless and until such failure is remediated.

8. REPRESENTATIONS AND WARRANTIES

8.1 By Customer. Customer represents and warrants to SoundsGood Auto that: (a) it has the right to enter into this Agreement, grant all rights granted and perform its obligations under this Agreement; (b) Customer Content and Customer Sites do not include and do not give access via hyperlinks to any property containing materials that are: obscene, infringe or misappropriate third party rights, or contrary to this Agreement (including the Documentation) or Applicable Law; (c) Customer Content, Customer Sites, and Customer’s use of the Services will comply at all times with this Agreement, the Documentation and Applicable Law; (d) its collection, transfer, use and disclosure of all data under this Agreement will not violate the rights of any third-party (including any End Users), Applicable Law or any statements in Customer’s online privacy notice; and (e) Customer will not attempt to identify or re-identify any data SoundsGood Auto provides to Customer in an anonymous or aggregated fashion.

8.2 By SoundsGood Auto. SoundsGood Auto represents that: (a) it has the right to enter this Agreement, grant all rights granted and perform its obligations under this Agreement; and (b) the Services will be provided substantially in accordance with the Documentation. For any breach of this Section 8.2, SoundsGood Auto’s sole liability and Customer’s sole remedy will be re-performance of the Services by SoundsGood Auto or to exercise its termination rights under Section 11.3.

9. INDEMNIFICATION

9.1 Customer Indemnification. Customer will defend, indemnify, and hold harmless SoundsGood Auto and its officers, directors, employees and subsidiaries from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) from any claim or demand by a third-party arising out of: (a) Customer’s use of the Services and SoundsGood Auto Materials; (b) Customer’s breach of this Agreement; (c) Customer’s infringement, misappropriation or violation of Applicable Law or any third party rights (including intellectual property, property, privacy or publicity rights); and/or (d) Customer Content, Customer Sites, Customer CRM Data, or any other data provided by Customer in connection with the Services.

9.2 SoundsGood Auto Indemnification. SoundsGood Auto will defend, indemnify, and hold harmless Customer and its officers, directors, employees, and subsidiaries from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) from any claim or demand by a third-party that the Services or SoundsGood Auto Materials, used in accordance with this Agreement, violates, infringes, and/or misappropriate any copyright, trade secret, U.S. patent or trademark rights. SoundsGood Auto will not have any liability under this Section 9.2 arising from: (a) unauthorized use or modifications made to the Services or SoundsGood Auto Materials; or (b) the combination of the Services or SoundsGood Auto Materials with any third-party software, process, or service not provided by SoundsGood Auto. If SoundsGood Auto reasonably believes that the Services or SoundsGood Auto Materials could become subject to a third party claim of infringement, SoundsGood Auto may in its sole discretion: (i) modify the Services or SoundsGood Auto Materials so that it no longer infringes or misappropriates; (ii) obtain a license for Customer’s continued use of the affected Services or SoundsGood Auto Materials in accordance with this Agreement, or (iii) terminate the affected Services or this Agreement upon 30 days’ prior written notice and provide a refund of any pre-paid fees applicable to any period following the effective date of termination. SoundsGood Auto’s indemnification obligations in this Section 9.2 will be SoundsGood Auto’s sole liability and Customer’s sole remedy for any claims that the Services or SoundsGood Auto Materials violate, infringe, or misappropriate any third-party intellectual property rights.

9.3 Indemnification Process. The indemnified party will promptly notify the indemnifying party of the claim and cooperate with the indemnifying party in defending the claim. The indemnifying party will have full control and authority over the defense, except that: (a) any settlement requiring the indemnified party to admit liability or pay any amount (not covered by the indemnifying party) requires prior written consent of the indemnified party, not to be unreasonably withheld or delayed; and (b) the indemnified party may join in the defense with its own counsel at its own expense.

10. LIMITATIONS ON LIABILITY

10.1 Disclaimer. EXCEPT FOR THE EXPRESS REPRESENTATIONS STATED IN SECTION 8, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, SOUNDSGOOD AUTO EXPRESSLY DISCLAIMS AND MAKES NO REPRESENTATION, WARRANTY, CONDITION, OR OTHER CONTRACTUAL TERM (COLLECTIVELY, “PROMISES”) OF ANY KIND ABOUT THE SERVICES AND SOUNDSGOOD AUTO MATERIALS WHETHER EXPRESS, IMPLIED, ARISING BY STATUTE, COMMON LAW OR CUSTOM AND: (A) SOUNDSGOOD AUTO EXPRESSLY DISCLAIMS ALL IMPLIED PROMISES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, ACCURACY, TITLE, AND NON- INFRINGEMENT; (B) SOUNDSGOOD AUTO DOES NOT PROMISE NON-INTERFERENCE WITH THE ENJOYMENT OF THE SERVICES OR THAT THE SERVICES WILL BE ERROR-FREE, SECURE OR UNINTERRUPTED; AND (C) SOUNDSGOOD AUTO MAKES NO PROMISES REGARDING THE RESULTS CUSTOMER WILL OBTAIN THROUGH THE USE OF THE SERVICES.

10.2 SOUNDSGOOD AUTO WILL HAVE NO LIABILITY TO CUSTOMER IN CONNECTION WITH (A) CUSTOMER’S FAILURE TO PROVIDE NOTICES TO, OR OBTAIN CONSENTS FROM, ITS END USERS REGARDING ITS DATA COLLECTION AND PRIVACY NOTICE PRACTICES OR THE SERVICES DESCRIBED HEREIN WHICH ARE REQUIRED BY APPLICABLE LAW; (B) CUSTOMER’S COLLECTION, USE OR DISCLOSURE OF DATA AS CONTEMPLATED IN THIS AGREEMENT; OR (C) DATA SECURITY OR DATA USE IF SOUNDSGOOD AUTO ACTS IN ACCORDANCE WITH CUSTOMER’S INSTRUCTIONS.

10.3 Disclaimer of Damages. SOUNDSGOOD AUTO WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO CUSTOMER FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS (WHETHER DIRECT OR INDIRECT) OR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES RELATED TO THIS AGREEMENT, EVEN IF SOUNDSGOOD AUTO IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.

10.4 Cap on Liability. UNDER NO CIRCUMSTANCES WILL SOUNDSGOOD AUTO’S COLLECTIVE TOTAL LIABILITY ARISING OUT THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TO SOUNDSGOOD AUTO UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM.

10.5 Basis of the Bargain. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES ALLOCATES THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES, IS REFLECTED IN THE PRICING OFFERED TO CUSTOMER, AND AS SUCH IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. THESE PROVISIONS ARE SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. IF ANY LIMITATION OF LIABILITY IN THIS AGREEMENT IS FOUND UNENFORCEABLE, LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. THE LIMITATIONS IN THIS SECTION 10 WILL APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

11. TERM AND TERMINATION

11.1 Term and Renewal. This Agreement will remain in full force and effect while Customer uses the Services. The “Initial Term” of each Package will be set forth in Customer’s Order Form or Insertion Order and, unless terminated in accordance with this Agreement, will automatically renew for additional, successive terms of the same duration (each a “Renewal Term” and together with the “Initial Term”, the “Term”). The renewal pricing set forth in Customer’s Order Form will apply, subject to any adjustment as specified in Section 5.1. If renewal pricing is not included in Customer’s Order Form, then SoundsGood Auto’s standard pricing available on the date of renewal will apply.

11.2 Termination and Downgrades. Customer may terminate (cancel) or downgrade a Package by providing SoundsGood Auto written notice to support@SoundsGood Auto.com as follows:

Packages for Terms of 6-months or more. At least thirty (30) days’ prior to the end of the then-current Term.
Packages for Month-to-Month Terms. At least seventy-two (72) hours prior to the end of the then-current month Term.

All terminations (cancellations) and downgrades will take effect at the end of the then-current Term. Customer will not be entitled to a refund of pre-paid Fees.

11.3 Termination for Cause. Either party may terminate this Agreement for cause, as to any or all Services: (a) immediately, if the other party fails to cure a material breach within 30 days’ of receiving written notice from the non-breaching party, or (b) immediately, to the extent permissible under Applicable Law, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors. This Agreement may not otherwise be terminated by Customer prior to the end of the Term.

11.4 Suspension for Prohibited Acts. SoundsGood Auto may suspend Customer and its Authorized Users’ access to any or all Services, in whole or in part, without notice, if: (a) SoundsGood Auto receives a claim, complaint, or notice that Customer Content or Customer Sites violate, infringe or misappropriate any third-party rights (e.g., a DMCA notice); or (b) Customer or its Authorized Users use the Services or SoundsGood Auto Materials in violation of Applicable Law.

11.5 SoundsGood Auto’s Changes to the Services. SoundsGood Auto reserves the right to modify the Services or discontinue temporarily or permanently, some or all of the Services, with respect to any or all Customers, at any time without notice. Customer agrees that SoundsGood Auto will not be liable to Customer for any modification, or discontinuance of the Services, although if Customer has selected a paid Package or other prepaid Services, and SoundsGood Auto discontinues the Services, SoundsGood Auto may, in its sole discretion, provide Customer with a credit, refund, discount or other form of consideration.

11.6 Post-Termination Obligations. Upon termination of this Agreement for any reason:

SoundsGood Auto will immediately cease providing the Services to Customer and its Authorized Users.
Customer will:

within thirty (30) days, pay to SoundsGood Auto any Fees that have accrued prior to the effective date of termination;
immediately remove the Technology (e.g. SoundsGood Auto pixel) from Customer Sites, and in no event later than thirty (30) days from the date of termination. SoundsGood Auto will not be liable for any damages (or any benefit to SoundsGood Auto) resulting from Customer’s failure to remove the Technology; and
immediately disable any integrations with third party services that facilitate transfer of Customer CRM Data to the Services.

Following termination of this Agreement, SoundsGood Auto reserves the right to permanently delete all Customer CRM Data stored on the SoundsGood Auto Services without further notice to Customer.

11.7 Survival. The following Sections will survive expiration or termination of this Agreement: Sections 1,
4 -14 (as applicable).

12. CONFIDENTIALITY

Confidential Information includes all information disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether of a technical, business, or other nature that the Receiving Party knows or has reason to know is the confidential, proprietary or trade secret information of the Disclosing Party. Confidential Information does not include information that: (a) was lawfully known to the Receiving Party prior to receiving the same from the Disclosing Party in connection with this Agreement; (b) is independently developed by the Receiving Party without reference to the Confidential Information of the Disclosing Party; (c) is lawfully acquired by the Receiving Party from another source without restriction as to use; or (d) is or becomes part of the public domain through no act or omission of the Receiving Party. Each Receiving Party will (i) use the Disclosing Party’s Confidential Information solely for the purpose for which it is provided and as permitted under this Agreement; (ii) not disclose the Disclosing Party’s Confidential Information to a third-party unless the third-party must access the Confidential Information to perform in accordance with this Agreement and the third-party has agreed to confidentiality terms no less protective than those set forth in this Section 12; and (iii) maintain the confidentiality of, and protect from unauthorized use and disclosure, the Disclosing Party’s Confidential Information to the same extent (but using no less than a reasonable degree of care) that it protects its own Confidential Information of a similar nature. If a Receiving Party is required by Applicable Law to disclose the Confidential Information of the Disclosing Party, such Receiving Party must give prompt written notice (except where prohibited by Applicable Law) of such requirement to the Disclosing Party before such disclosure and reasonably assist the Disclosing Party, at Disclosing Party’s cost, in obtaining an order protecting the Confidential Information from public disclosure. The obligations in this Section 12 will survive for three (3) years after the expiration or termination of this Agreement. Notwithstanding the foregoing, with respect to a Disclosing Party’s trade secrets, the Receiving Party’s obligations under this Agreement remain in effect if the Confidential Information remains a trade secret under the Uniform Trade Secrets Act. SoundsGood Auto may disclose the name of Customer and existence of this Agreement as required by Applicable Law, court or regulatory order, audit or investigation.

13. RESOLVING DISPUTES

PLEASE READ THIS SECTION CAREFULLY, AS IT INVOLVES A WAIVER OF CERTAIN RIGHTS TO BRING LEGAL PROCEEDINGS, INCLUDING AS A CLASS ACTION FOR RESIDENTS OF THE U.S.

13.1 Please contact SoundsGood Auto first! SoundsGood Auto wants to address Customer's concerns without resorting to formal legal proceedings. Before filing a claim, Customer agrees to try to resolve the dispute informally by contacting SoundsGood Auto first through support@SoundsGood Auto.com, or via Customer’s designated Account Manager.

13.2 Venue for disputes. Customer and SoundsGood Auto agree that any judicial proceeding to resolve claims relating to this Agreement or the Services will be brought in the federal or state courts located in San Francisco County, California, subject to the mandatory arbitration provisions below. Customer and SoundsGood Auto consent to venue and personal jurisdiction in such courts. Notwithstanding the above, Customer and SoundsGood Auto agree that Customer alternatively may attend any arbitration proceedings telephonically or videographically, in which case SoundsGood Auto will do so as well.

U.S. RESIDENTS ALSO AGREE TO THE FOLLOWING MANDATORY ARBITRATION AND CLASS ACTION WAIVER:

13.3 Arbitration.

Agreement to Arbitrate. Customer and SoundsGood Auto agree to resolve any claims relating to this Agreement or the Services through final and binding arbitration, except as set forth under Exceptions to Agreement to Arbitrate below.
Arbitration Procedures. The American Arbitration Association (“AAA”) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in the United States in accordance with the venue specified in Section 13.2.
Arbitration Fees and Incentives. The AAA rules will govern payment of all arbitration fees. SoundsGood Auto will pay all arbitration fees for Customer on a pre-pay plan where Customer’s claim is for less than $50,000. SoundsGood Auto will not seek its attorneys' fees and costs in arbitration unless the arbitrator determines that Customer's claim is frivolous.
Exceptions to Agreement to Arbitrate. Either party may assert claims, if they qualify, in small claims court in San Francisco, California, provided that SoundsGood Auto agrees that Customer may choose to appear by video, and if Customer so chooses, then SoundsGood Auto shall appear by video as well. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, non-payment of Fees, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above. If this Agreement to arbitrate is found not to apply to Customer or Customer's claim, Customer agrees to the exclusive jurisdiction of and venue in the state and federal courts located in San Francisco County, California to resolve Customer's claim.
Opt Out of Agreement to Arbitrate. Customer can decline this agreement to arbitrate by sending an email within thirty (30) days of entering into this Agreement to: arbitration_optout@SoundsGood Auto.com clearly stating that Customer wishes to opt out of arbitration with SoundsGood Auto and include Customer's name, and the name and email address associated with the Account.

13.4 Class Action Waiver. Both parties agree to resolve any disputes, claims, or controversies on an individual basis, and that any claims arising out of, relating to or in connection with this Agreement (such as with respect to their validity or enforceability), the SoundsGood Auto Materials, or the Services provided by SoundsGood Auto, will be brought in an individual capacity, and not on behalf of, or as part of, any purported class, consolidated, or representative proceeding.

13.5 Controlling Law. This Agreement is governed by the law of the State of California without regard to conflicts of law principles.

14. MISCELLANEOUS

14.1 Assignment. Customer may not assign this Agreement without the prior written consent of SoundsGood Auto; provided, however, Customer may assign this Agreement with prior written notice to SoundsGood Auto to an acquirer of all or substantially all of its assets or stock. Any other attempt to transfer or assign is void. SoundsGood Auto may assign this Agreement and delegate any or all its obligations hereunder. This Agreement will bind and inure to the benefit of the parties, their respective successors, and permitted assigns.

14.2 Export Control Laws. The Services and SoundsGood Auto Materials may be subject to United States export control laws, including the U.S. Export Administration Act or other import or export regulations in other countries. If applicable, Customer must comply with such regulations and is responsible for obtaining any related licenses.

14.3 Amendments. SoundsGood Auto reserves the right to revise this Agreement and Services, and Customer’s rights and obligations are at all times subject to this Agreement then posted at https://www.SoundsGood Auto.com. Customer is responsible for checking for updates online, and continued use of the Services after an update constitutes acceptance of this Agreement.

14.4 Independent Parties. SoundsGood Auto is an independent contractor and not an agent of Customer in the performance of this Agreement.

14.5 Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

14.6 Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the Services and will supersede all prior agreements between the parties (including any non-disclosure agreement executed prior to this Agreement), whether written or oral. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms of this Agreement.

14.7 Force Majeure. SoundsGood Auto will not be liable for any delay or failure to perform as required by this Agreement because of any cause or condition beyond SoundsGood Auto’s reasonable control.

14.8 Severability. If any portion of this Agreement is held invalid or unenforceable, such invalidity or enforceability will not affect the other provisions of this Agreement, which will remain in full force and effect, and the invalid or unenforceable portion will be given effect to the greatest extent possible.

14.9 Waiver. The failure of a party to require performance of any provision will not affect that party’s right to require performance at any time thereafter, nor will a waiver of any breach or default of this Agreement, or waiver of any provision of this Agreement, constitute a waiver of any subsequent breach or default or a waiver of the provision itself.

14.10 Third-Party Website Disclaimer. Links to third-party websites from the Services do not imply endorsement by SoundsGood Auto of any products, services or information presented therein, nor does SoundsGood Auto warrant or otherwise guarantee the accuracy of the information contained on them.

14.11 Order of Precedence. In the event of a conflict or inconsistency between any of the terms of the following documents, the following order of precedence shall control: (a) Insertion Order andOrder Form; (b) relevant Services Addendum; and (c) these Terms of Service.

14.12 Notice. Except as otherwise provided in this Agreement, all notices to SoundsGood Auto must be delivered in writing by courier, certified or registered mail (postage prepaid and return receipt requested):

Attn: Legal Department

Burnaby Location: Store Hours:

(604) 676-8100 Tue - Fri: 9am - 6pm

1420 Boundary Road Sat: 9am - 5pm

Burnaby BC, V5K 4V3 Sun - Mon Closed

Coquitlam Location: Store Hours:

(604) 961-8626 Mon - Fri: 9am - 6pm

104-2700 Barnet Highway Sat: 9am - 5pm

Coquitlam, BC V3B 1B8 Sun: Closed.

Vernon Location: Store Hours:

(250) 549-2862 Mon - Fri: 9:30am - 5pm

5145 26 St #105 Sat: Closed

Vernon BC, V1T 8G4 Sun: Closed

With an email copy to: keith@soundsgoodauto.com

Notices to Customer will be sent to the email address on file and/or posted through the Services and are deemed effective when sent or posted.

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