Master Subscription Agreement
Last Updated: January 1, 2026
Effective Date: January 1, 2026
This Master Subscription Agreement ("Agreement") is entered into as of the date of electronic acceptance ("Effective Date") by and between:
44Halo, LLC, a Wyoming limited liability company, with offices at 50 Woodland Avenue, Rockaway, NJ 07866 ("Provider," "we," "us," or "our"); and The entity or individual accepting this Agreement ("Customer," "you," or "your").
By creating an account, entering payment information, or using the Service, Customer agrees to be bound by this Agreement.
1. Definition
"Authorized Users" means Customer's employees, contractors, and agents who are authorized by Customer to access and use the Service on Customer's behalf.
"Customer Data" means all data, information, and content uploaded, entered, or otherwise provided by Customer or its Authorized Users to the Service, including but not limited to vehicle information, workflow data, and customer records.
"Documentation" means the user guides, help documentation, and other materials made available by Provider describing the features and functionality of the Service.
"External Data" means data collected by Provider from Customer's publicly available websites, inventory systems, or integrated third-party sources to provide the Service functionality.
"Location" means a single physical dealership rooftop or business location where Customer operates.
"Monthly Vehicle Volume" means the average number of new and used vehicles delivered to retail customers at a Location during a calendar month. For purposes of initial tier placement, Customer shall provide a good-faith estimate based on the average of the prior six (6) months. After 90 days of paid service, Provider will calculate Monthly Vehicle Volume based on actual retail delivery transactions recorded in the Service, reassessed on a rolling three-month average.
"Service" means the Dealer Delivery Manager software-as-a-service platform accessible at www.dealerdm.com, including all features, functionality, and updates provided by Provider.
"Subscription Term" means the period during which Customer has paid access to the Service, as described in Section 4.
2. Service and License Grant
2.1 License Grant
Subject to Customer's compliance with this Agreement and payment of all applicable fees, Provider grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Service during the Subscription Term solely for Customer's internal business operations at the subscribed Location(s).
2.2 Authorized Users
Customer may permit an unlimited number of Authorized Users to access the Service at each subscribed Location. Customer is responsible for all acts and omissions of its Authorized Users and for ensuring their compliance with this Agreement.
2.3 Restrictions
Customer shall not, and shall not permit any third party to:
- (a) Copy, modify, or create derivative works of the Service or any component thereof;
- (b) Reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of the Service;
- (c) Sell, resell, sublicense, lease, rent, or distribute access to the Service to any third party;
- (d) Use the Service to develop a competing product or service;
- (e) Remove, obscure, or alter any proprietary notices or labels on the Service;
- (f) Use the Service in violation of any applicable law or regulation; or
- (g) Use the Service in any manner that could damage, disable, overburden, or impair the Service.
2.4 External Data Collection
Customer acknowledges and agrees that Provider may collect External Data from Customer's publicly available websites and, where applicable, integrated third-party systems to provide Service functionality. Customer represents that it has the right to authorize such data collection and that doing so does not violate any agreement with third parties.
3. Free Trial
3.1 Trial Period
Provider offers a free trial period of fourteen (14) days ("Trial Period") for new Customers. During the Trial Period, Customer may access and use the Service subject to this Agreement.
3.2 Payment Information Required
To activate a Trial Period, Customer must provide valid payment card information. Customer's payment method will be charged automatically at the end of the Trial Period unless Customer cancels before the Trial Period expires.
3.3 Trial Cancellation
Customer may cancel at any time during the Trial Period without charge by canceling through the Service dashboard or by contacting support@dealerdm.com. If Customer does not cancel before the Trial Period ends, Customer will be automatically enrolled in a paid Subscription Term.
3.4 Trial Limitations
The Service is provided during the Trial Period "as is" without warranty of any kind. Provider may modify, suspend, or discontinue any Trial Period at any time without notice.
4. Fees and Payment
4.1 Subscription Fees
- Standard Tier: $1,500 per location per month
- Enterprise Tier: Custom
4.2 Volume Tier Adjustments
Provider will reassess Customer's Monthly Vehicle Volume after the first 90 days of paid service, based on actual usage data recorded in the Service. Thereafter, volume will be reassessed on a rolling three-month average. Provider will provide Customer with at least thirty (30) days' written notice before any tier adjustment takes effect.
4.3 Payment Method
All fees are payable by credit card or debit card only. Customer must maintain a valid payment method on file at all times. Provider does not accept checks, wire transfers, or purchase orders. Payment processing is handled by Paddle.com Market Limited ("Paddle"), Provider's merchant of record.
4.4 Billing Cycle
Subscription fees are billed monthly in advance. Billing begins automatically on the day the Trial Period ends and recurs on the same day each subsequent month. All fees are non-refundable except as expressly set forth in this Agreement or the Refund Policy.
4.5 Taxes
All fees are exclusive of applicable taxes. Because Paddle acts as the merchant of record, Paddle will calculate, collect, and remit all applicable sales taxes, VAT, or similar charges on behalf of Provider.
4.6 Failed Payments
If any payment fails, Provider will attempt to charge the payment method on file up to three (3) additional times over a seven (7) day period. If payment cannot be collected, Provider may suspend or terminate Customer's access to the Service. Customer remains liable for all unpaid fees.
4.7 Price Changes
Provider may change subscription fees upon thirty (30) days' prior written notice to Customer. Price changes will take effect at the start of the next billing cycle following the notice period. Continued use of the Service after a price change constitutes acceptance of the new fees.
4.8 Refunds
Refunds are governed by the Refund Policy available at www.dealerdm.com/refund. Except as expressly set forth in the Refund Policy or required by applicable law, all fees are non-refundable.
5. Term and Termination
5.1 Subscription Term
The Subscription Term begins on the Effective Date (or upon conversion from Trial Period) and continues on a month-to-month basis until terminated by either party in accordance with this Section 5.
5.2 Termination by Customer
Customer may terminate this Agreement at any time by canceling through the Service dashboard or by providing written notice to support@dealerdm.com. Upon termination, Customer's access to the Service will continue through the end of the current paid billing period. No prorated refunds will be provided for partial months.
5.3 Termination by Provider
Provider may terminate this Agreement:
- (a) Upon thirty (30) days' written notice for any reason or no reason;
- (b) Immediately upon written notice if Customer breaches any material term of this Agreement and fails to cure such breach within fifteen (15) days of receiving notice thereof;
- (c) Immediately upon written notice if Customer fails to pay any fees when due;
- (d) Immediately upon written notice if Customer violates the Acceptable Use Policy; or
- (e) Immediately if required by law or if Provider ceases to offer the Service.
5.4 Effect of Termination
Upon termination or expiration of this Agreement: (a) Customer's right to access the Service immediately terminates (or at end of billing period if terminated by Customer); (b) Customer must cease all use of the Service; (c) Provider will retain Customer Data for ninety (90) days following termination, after which it will be permanently deleted; and (d) Sections 1, 6, 7, 8, 9, 10, and 11 shall survive termination.
5.5 Data Export
Customer may request a copy of its Customer Data by emailing support@dealerdm.com within the ninety (90) day post-termination retention period. Provider will provide the data export in a standard machine-readable format within a reasonable timeframe.
6. Data Ownership and Privacy
6.1 Customer Data Ownership
As between Provider and Customer, Customer retains all right, title, and interest in and to Customer Data. Provider acquires no ownership rights in Customer Data.
6.2 License to Customer Data
Customer grants Provider a limited, non-exclusive, worldwide license to access, use, copy, store, transmit, and display Customer Data solely to the extent necessary to: (a) provide the Service; (b) maintain and improve the Service; and (c) comply with applicable law.
6.3 Aggregated Data
Provider may create anonymized and aggregated data derived from Customer Data ("Aggregated Data") that does not identify Customer or any individual. Provider may use Aggregated Data for any lawful purpose, including to improve the Service, develop new products, and publish industry benchmarks.
6.4 Privacy Policy
Provider's collection and use of personal information is governed by the Privacy Policy available at www.dealerdm.com/privacy. Customer agrees to the terms of the Privacy Policy as updated from time to time.
6.5 Data Security
Provider will implement and maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Data from unauthorized access, disclosure, alteration, or destruction.
7. Intellectual Property
7.1 Provider IP
The Service, including all software, technology, algorithms, interfaces, documentation, trademarks, and other intellectual property embodied therein, is and shall remain the exclusive property of Provider and its licensors. Except for the limited license granted in Section 2.1, no rights in or to Provider's intellectual property are granted to Customer.
7.2 Feedback
If Customer provides any suggestions, ideas, or feedback regarding the Service ("Feedback"), Customer hereby assigns to Provider all right, title, and interest in such Feedback. Provider may use Feedback for any purpose without obligation to Customer.
8. Confidentiality
Each party agrees to maintain the confidentiality of any non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.
9. Warranties and Disclaimer
9.1 Provider Warranties
Provider warrants that:
- (a) Provider has the authority to enter into this Agreement and grant the rights herein;
- (b) The Service will perform substantially in accordance with the Documentation during the Subscription Term; and
- (c) Provider will not knowingly introduce any virus, worm, or malicious code into the Service.
9.2 Customer Warranties
Customer warrants that:
- (a) Customer has the authority to enter into this Agreement;
- (b) Customer has all necessary rights to provide Customer Data to Provider; and
- (c) Customer's use of the Service will comply with all applicable laws and regulations.
9.3 Disclaimer
Except as expressly set forth in this Section 9, the Service is provided "as is" and "as available." Provider disclaims all other warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Provider does not warrant that the Service will be uninterrupted, error-free, or completely secure. Provider does not warrant the accuracy, completeness, or reliability of any external data collected on Customer's behalf.
10. Limitation of Liability
10.1 Exclusion of Consequential Damages
To the maximum extent permitted by law, in no event shall either party be liable to the other for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to damages for loss of profits, revenue, goodwill, data, or use, regardless of the cause of action or whether such party has been advised of the possibility of such damages.
10.2 Liability Cap
To the maximum extent permitted by law, Provider's total cumulative liability under this Agreement, from all causes of action and all theories of liability, shall not exceed the total fees paid by Customer to Provider during the twelve (12) months immediately preceding the claim.
10.3 Basis of the Bargain
The limitations set forth in this Section 10 are fundamental elements of the basis of the bargain between Provider and Customer. Provider would not be able to provide the Service at the prices charged without such limitations.
11. Indemnification
11.1 Customer Indemnification
Customer shall indemnify, defend, and hold harmless Provider and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of: (a) Customer's use of the Service in violation of this Agreement; (b) Customer Data; or (c) Customer's violation of any applicable law or regulation.
11.2 Provider Indemnification
Provider shall indemnify, defend, and hold harmless Customer from and against any third-party claims alleging that the Service, as provided by Provider, infringes any U.S. patent, copyright, or trademark, provided that Customer: (a) promptly notifies Provider in writing of such claim; (b) grants Provider sole control of the defense and settlement; and (c) provides reasonable cooperation at Provider's expense.
12. General Provisions
12.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of laws principles.
12.2 Dispute Resolution
Any dispute arising out of or relating to this Agreement shall first be subject to good faith negotiation between the parties for a period of thirty (30) days. If the dispute is not resolved through negotiation, either party may pursue binding arbitration in accordance with the rules of the American Arbitration Association.
12.3 Entire Agreement
This Agreement, together with the Privacy Policy, Acceptable Use Policy, and Refund Policy (each incorporated herein by reference), constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, representations, or understandings, whether written or oral.
12.4 Amendment
Provider may modify this Agreement by posting a revised version on the Service or by notifying Customer via email. Continued use of the Service after such modifications constitutes acceptance of the amended Agreement. Material changes will be effective thirty (30) days after posting or notification.
12.5 Assignment
Customer may not assign or transfer this Agreement without Provider's prior written consent. Provider may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement binds and inures to the benefit of the parties' successors and assigns.
12.6 Waiver
No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Any waiver must be in writing and signed by the waiving party.
12.7 Severability
If any provision of this Agreement is held invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.
12.8 Force Majeure
Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government actions, or internet or telecommunications failures.
12.9 Notices
All notices under this Agreement shall be in writing and sent to: (a) for Provider: 44Halo, LLC, 50 Woodland Avenue, Rockaway, NJ 07866, or support@dealerdm.com; (b) for Customer: the email address associated with Customer's account. Notices are effective upon receipt.
12.10 Independent Contractors
The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship between the parties.
12.11 Export Compliance
Customer agrees to comply with all applicable export control laws and regulations in connection with its use of the Service.
12.12 U.S. Government Rights
The Service is commercial computer software. If the user or licensee is a U.S. Government entity, use, duplication, or disclosure is subject to restrictions as set forth in this Agreement and FAR 12.212 or DFARS 227.7202.
Acceptance
By clicking "I Accept," "Start Free Trial," or similar acceptance language, or by using the Service, Customer acknowledges that it has read, understood, and agrees to be bound by this Agreement as of the Effective Date.
Contact Information
44Halo, LLC
50 Woodland Avenue
Rockaway, NJ 07866
Email: support@dealerdm.com
Website: dealerdm.com
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Master Subscription Agreement
Last Updated: January 1, 2026
Effective Date: January 1, 2026
This Master Subscription Agreement ("Agreement") is entered into as of the date of electronic acceptance ("Effective Date") by and between:
44Halo, LLC, a Wyoming limited liability company, with offices at 50 Woodland Avenue, Rockaway, NJ 07866 ("Provider," "we," "us," or "our"); and The entity or individual accepting this Agreement ("Customer," "you," or "your").
By creating an account, entering payment information, or using the Service, Customer agrees to be bound by this Agreement.
1. Definition
"Authorized Users" means Customer's employees, contractors, and agents who are authorized by Customer to access and use the Service on Customer's behalf.
"Customer Data" means all data, information, and content uploaded, entered, or otherwise provided by Customer or its Authorized Users to the Service, including but not limited to vehicle information, workflow data, and customer records.
"Documentation" means the user guides, help documentation, and other materials made available by Provider describing the features and functionality of the Service.
"External Data" means data collected by Provider from Customer's publicly available websites, inventory systems, or integrated third-party sources to provide the Service functionality.
"Location" means a single physical dealership rooftop or business location where Customer operates.
"Monthly Vehicle Volume" means the average number of new and used vehicles delivered to retail customers at a Location during a calendar month. For purposes of initial tier placement, Customer shall provide a good-faith estimate based on the average of the prior six (6) months. After 90 days of paid service, Provider will calculate Monthly Vehicle Volume based on actual retail delivery transactions recorded in the Service, reassessed on a rolling three-month average.
"Service" means the Dealer Delivery Manager software-as-a-service platform accessible at www.dealerdm.com, including all features, functionality, and updates provided by Provider.
"Subscription Term" means the period during which Customer has paid access to the Service, as described in Section 4.
2. Service and License Grant
2.1 License Grant
Subject to Customer's compliance with this Agreement and payment of all applicable fees, Provider grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Service during the Subscription Term solely for Customer's internal business operations at the subscribed Location(s).
2.2 Authorized Users
Customer may permit an unlimited number of Authorized Users to access the Service at each subscribed Location. Customer is responsible for all acts and omissions of its Authorized Users and for ensuring their compliance with this Agreement.
2.3 Restrictions
Customer shall not, and shall not permit any third party to:
- (a) Copy, modify, or create derivative works of the Service or any component thereof;
- (b) Reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of the Service;
- (c) Sell, resell, sublicense, lease, rent, or distribute access to the Service to any third party;
- (d) Use the Service to develop a competing product or service;
- (e) Remove, obscure, or alter any proprietary notices or labels on the Service;
- (f) Use the Service in violation of any applicable law or regulation; or
- (g) Use the Service in any manner that could damage, disable, overburden, or impair the Service.
2.4 External Data Collection
Customer acknowledges and agrees that Provider may collect External Data from Customer's publicly available websites and, where applicable, integrated third-party systems to provide Service functionality. Customer represents that it has the right to authorize such data collection and that doing so does not violate any agreement with third parties.
3. Free Trial
3.1 Trial Period
Provider offers a free trial period of fourteen (14) days ("Trial Period") for new Customers. During the Trial Period, Customer may access and use the Service subject to this Agreement.
3.2 Payment Information Required
To activate a Trial Period, Customer must provide valid payment card information. Customer's payment method will be charged automatically at the end of the Trial Period unless Customer cancels before the Trial Period expires.
3.3 Trial Cancellation
Customer may cancel at any time during the Trial Period without charge by canceling through the Service dashboard or by contacting support@dealerdm.com. If Customer does not cancel before the Trial Period ends, Customer will be automatically enrolled in a paid Subscription Term.
3.4 Trial Limitations
The Service is provided during the Trial Period "as is" without warranty of any kind. Provider may modify, suspend, or discontinue any Trial Period at any time without notice.
4. Fees and Payment
4.1 Subscription Fees
- Standard Tier: $1,500 per location per month
- Enterprise Tier: Custom
4.2 Volume Tier Adjustments
Provider will reassess Customer's Monthly Vehicle Volume after the first 90 days of paid service, based on actual usage data recorded in the Service. Thereafter, volume will be reassessed on a rolling three-month average. Provider will provide Customer with at least thirty (30) days' written notice before any tier adjustment takes effect.
4.3 Payment Method
All fees are payable by credit card or debit card only. Customer must maintain a valid payment method on file at all times. Provider does not accept checks, wire transfers, or purchase orders. Payment processing is handled by Paddle.com Market Limited ("Paddle"), Provider's merchant of record.
4.4 Billing Cycle
Subscription fees are billed monthly in advance. Billing begins automatically on the day the Trial Period ends and recurs on the same day each subsequent month. All fees are non-refundable except as expressly set forth in this Agreement or the Refund Policy.
4.5 Taxes
All fees are exclusive of applicable taxes. Because Paddle acts as the merchant of record, Paddle will calculate, collect, and remit all applicable sales taxes, VAT, or similar charges on behalf of Provider.
4.6 Failed Payments
If any payment fails, Provider will attempt to charge the payment method on file up to three (3) additional times over a seven (7) day period. If payment cannot be collected, Provider may suspend or terminate Customer's access to the Service. Customer remains liable for all unpaid fees.
4.7 Price Changes
Provider may change subscription fees upon thirty (30) days' prior written notice to Customer. Price changes will take effect at the start of the next billing cycle following the notice period. Continued use of the Service after a price change constitutes acceptance of the new fees.
4.8 Refunds
Refunds are governed by the Refund Policy available at www.dealerdm.com/refund. Except as expressly set forth in the Refund Policy or required by applicable law, all fees are non-refundable.
5. Term and Termination
5.1 Subscription Term
The Subscription Term begins on the Effective Date (or upon conversion from Trial Period) and continues on a month-to-month basis until terminated by either party in accordance with this Section 5.
5.2 Termination by Customer
Customer may terminate this Agreement at any time by canceling through the Service dashboard or by providing written notice to support@dealerdm.com. Upon termination, Customer's access to the Service will continue through the end of the current paid billing period. No prorated refunds will be provided for partial months.
5.3 Termination by Provider
Provider may terminate this Agreement:
- (a) Upon thirty (30) days' written notice for any reason or no reason;
- (b) Immediately upon written notice if Customer breaches any material term of this Agreement and fails to cure such breach within fifteen (15) days of receiving notice thereof;
- (c) Immediately upon written notice if Customer fails to pay any fees when due;
- (d) Immediately upon written notice if Customer violates the Acceptable Use Policy; or
- (e) Immediately if required by law or if Provider ceases to offer the Service.
5.4 Effect of Termination
Upon termination or expiration of this Agreement: (a) Customer's right to access the Service immediately terminates (or at end of billing period if terminated by Customer); (b) Customer must cease all use of the Service; (c) Provider will retain Customer Data for ninety (90) days following termination, after which it will be permanently deleted; and (d) Sections 1, 6, 7, 8, 9, 10, and 11 shall survive termination.
5.5 Data Export
Customer may request a copy of its Customer Data by emailing support@dealerdm.com within the ninety (90) day post-termination retention period. Provider will provide the data export in a standard machine-readable format within a reasonable timeframe.
6. Data Ownership and Privacy
6.1 Customer Data Ownership
As between Provider and Customer, Customer retains all right, title, and interest in and to Customer Data. Provider acquires no ownership rights in Customer Data.
6.2 License to Customer Data
Customer grants Provider a limited, non-exclusive, worldwide license to access, use, copy, store, transmit, and display Customer Data solely to the extent necessary to: (a) provide the Service; (b) maintain and improve the Service; and (c) comply with applicable law.
6.3 Aggregated Data
Provider may create anonymized and aggregated data derived from Customer Data ("Aggregated Data") that does not identify Customer or any individual. Provider may use Aggregated Data for any lawful purpose, including to improve the Service, develop new products, and publish industry benchmarks.
6.4 Privacy Policy
Provider's collection and use of personal information is governed by the Privacy Policy available at www.dealerdm.com/privacy. Customer agrees to the terms of the Privacy Policy as updated from time to time.
6.5 Data Security
Provider will implement and maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Data from unauthorized access, disclosure, alteration, or destruction.
7. Intellectual Property
7.1 Provider IP
The Service, including all software, technology, algorithms, interfaces, documentation, trademarks, and other intellectual property embodied therein, is and shall remain the exclusive property of Provider and its licensors. Except for the limited license granted in Section 2.1, no rights in or to Provider's intellectual property are granted to Customer.
7.2 Feedback
If Customer provides any suggestions, ideas, or feedback regarding the Service ("Feedback"), Customer hereby assigns to Provider all right, title, and interest in such Feedback. Provider may use Feedback for any purpose without obligation to Customer.
8. Confidentiality
Each party agrees to maintain the confidentiality of any non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.
9. Warranties and Disclaimer
9.1 Provider Warranties
Provider warrants that:
- (a) Provider has the authority to enter into this Agreement and grant the rights herein;
- (b) The Service will perform substantially in accordance with the Documentation during the Subscription Term; and
- (c) Provider will not knowingly introduce any virus, worm, or malicious code into the Service.
9.2 Customer Warranties
Customer warrants that:
- (a) Customer has the authority to enter into this Agreement;
- (b) Customer has all necessary rights to provide Customer Data to Provider; and
- (c) Customer's use of the Service will comply with all applicable laws and regulations.
9.3 Disclaimer
Except as expressly set forth in this Section 9, the Service is provided "as is" and "as available." Provider disclaims all other warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Provider does not warrant that the Service will be uninterrupted, error-free, or completely secure. Provider does not warrant the accuracy, completeness, or reliability of any external data collected on Customer's behalf.
10. Limitation of Liability
10.1 Exclusion of Consequential Damages
To the maximum extent permitted by law, in no event shall either party be liable to the other for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to damages for loss of profits, revenue, goodwill, data, or use, regardless of the cause of action or whether such party has been advised of the possibility of such damages.
10.2 Liability Cap
To the maximum extent permitted by law, Provider's total cumulative liability under this Agreement, from all causes of action and all theories of liability, shall not exceed the total fees paid by Customer to Provider during the twelve (12) months immediately preceding the claim.
10.3 Basis of the Bargain
The limitations set forth in this Section 10 are fundamental elements of the basis of the bargain between Provider and Customer. Provider would not be able to provide the Service at the prices charged without such limitations.
11. Indemnification
11.1 Customer Indemnification
Customer shall indemnify, defend, and hold harmless Provider and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of: (a) Customer's use of the Service in violation of this Agreement; (b) Customer Data; or (c) Customer's violation of any applicable law or regulation.
11.2 Provider Indemnification
Provider shall indemnify, defend, and hold harmless Customer from and against any third-party claims alleging that the Service, as provided by Provider, infringes any U.S. patent, copyright, or trademark, provided that Customer: (a) promptly notifies Provider in writing of such claim; (b) grants Provider sole control of the defense and settlement; and (c) provides reasonable cooperation at Provider's expense.
12. General Provisions
12.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of laws principles.
12.2 Dispute Resolution
Any dispute arising out of or relating to this Agreement shall first be subject to good faith negotiation between the parties for a period of thirty (30) days. If the dispute is not resolved through negotiation, either party may pursue binding arbitration in accordance with the rules of the American Arbitration Association.
12.3 Entire Agreement
This Agreement, together with the Privacy Policy, Acceptable Use Policy, and Refund Policy (each incorporated herein by reference), constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, representations, or understandings, whether written or oral.
12.4 Amendment
Provider may modify this Agreement by posting a revised version on the Service or by notifying Customer via email. Continued use of the Service after such modifications constitutes acceptance of the amended Agreement. Material changes will be effective thirty (30) days after posting or notification.
12.5 Assignment
Customer may not assign or transfer this Agreement without Provider's prior written consent. Provider may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement binds and inures to the benefit of the parties' successors and assigns.
12.6 Waiver
No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Any waiver must be in writing and signed by the waiving party.
12.7 Severability
If any provision of this Agreement is held invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.
12.8 Force Majeure
Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government actions, or internet or telecommunications failures.
12.9 Notices
All notices under this Agreement shall be in writing and sent to: (a) for Provider: 44Halo, LLC, 50 Woodland Avenue, Rockaway, NJ 07866, or support@dealerdm.com; (b) for Customer: the email address associated with Customer's account. Notices are effective upon receipt.
12.10 Independent Contractors
The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship between the parties.
12.11 Export Compliance
Customer agrees to comply with all applicable export control laws and regulations in connection with its use of the Service.
12.12 U.S. Government Rights
The Service is commercial computer software. If the user or licensee is a U.S. Government entity, use, duplication, or disclosure is subject to restrictions as set forth in this Agreement and FAR 12.212 or DFARS 227.7202.
Acceptance
By clicking "I Accept," "Start Free Trial," or similar acceptance language, or by using the Service, Customer acknowledges that it has read, understood, and agrees to be bound by this Agreement as of the Effective Date.
Contact Information
44Halo, LLC
50 Woodland Avenue
Rockaway, NJ 07866
Email: support@dealerdm.com
Website: dealerdm.com
Know what is ready before the customer walks in.
See how DeliveryFlow gives your store one live delivery board and your buyer the real-time tracking experience they expect from everything else they buy.
Try Deliveryflow
Built by operators who understand dealerships.
Powered by
Home
Solutions
Pricing
About us
ROI calculator
Contact Us
(866) 944-4256
hello@44halo.com
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Master Subscription Agreement
Last Updated: January 1, 2026
Effective Date: January 1, 2026
This Master Subscription Agreement ("Agreement") is entered into as of the date of electronic acceptance ("Effective Date") by and between:
44Halo, LLC, a Wyoming limited liability company, with offices at 50 Woodland Avenue, Rockaway, NJ 07866 ("Provider," "we," "us," or "our"); and The entity or individual accepting this Agreement ("Customer," "you," or "your").
By creating an account, entering payment information, or using the Service, Customer agrees to be bound by this Agreement.
1. Definition
"Authorized Users" means Customer's employees, contractors, and agents who are authorized by Customer to access and use the Service on Customer's behalf.
"Customer Data" means all data, information, and content uploaded, entered, or otherwise provided by Customer or its Authorized Users to the Service, including but not limited to vehicle information, workflow data, and customer records.
"Documentation" means the user guides, help documentation, and other materials made available by Provider describing the features and functionality of the Service.
"External Data" means data collected by Provider from Customer's publicly available websites, inventory systems, or integrated third-party sources to provide the Service functionality.
"Location" means a single physical dealership rooftop or business location where Customer operates.
"Monthly Vehicle Volume" means the average number of new and used vehicles delivered to retail customers at a Location during a calendar month. For purposes of initial tier placement, Customer shall provide a good-faith estimate based on the average of the prior six (6) months. After 90 days of paid service, Provider will calculate Monthly Vehicle Volume based on actual retail delivery transactions recorded in the Service, reassessed on a rolling three-month average.
"Service" means the Dealer Delivery Manager software-as-a-service platform accessible at www.dealerdm.com, including all features, functionality, and updates provided by Provider.
"Subscription Term" means the period during which Customer has paid access to the Service, as described in Section 4.
2. Service and License Grant
2.1 License Grant
Subject to Customer's compliance with this Agreement and payment of all applicable fees, Provider grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Service during the Subscription Term solely for Customer's internal business operations at the subscribed Location(s).
2.2 Authorized Users
Customer may permit an unlimited number of Authorized Users to access the Service at each subscribed Location. Customer is responsible for all acts and omissions of its Authorized Users and for ensuring their compliance with this Agreement.
2.3 Restrictions
Customer shall not, and shall not permit any third party to:
- (a) Copy, modify, or create derivative works of the Service or any component thereof;
- (b) Reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of the Service;
- (c) Sell, resell, sublicense, lease, rent, or distribute access to the Service to any third party;
- (d) Use the Service to develop a competing product or service;
- (e) Remove, obscure, or alter any proprietary notices or labels on the Service;
- (f) Use the Service in violation of any applicable law or regulation; or
- (g) Use the Service in any manner that could damage, disable, overburden, or impair the Service.
2.4 External Data Collection
Customer acknowledges and agrees that Provider may collect External Data from Customer's publicly available websites and, where applicable, integrated third-party systems to provide Service functionality. Customer represents that it has the right to authorize such data collection and that doing so does not violate any agreement with third parties.
3. Free Trial
3.1 Trial Period
Provider offers a free trial period of fourteen (14) days ("Trial Period") for new Customers. During the Trial Period, Customer may access and use the Service subject to this Agreement.
3.2 Payment Information Required
To activate a Trial Period, Customer must provide valid payment card information. Customer's payment method will be charged automatically at the end of the Trial Period unless Customer cancels before the Trial Period expires.
3.3 Trial Cancellation
Customer may cancel at any time during the Trial Period without charge by canceling through the Service dashboard or by contacting support@dealerdm.com. If Customer does not cancel before the Trial Period ends, Customer will be automatically enrolled in a paid Subscription Term.
3.4 Trial Limitations
The Service is provided during the Trial Period "as is" without warranty of any kind. Provider may modify, suspend, or discontinue any Trial Period at any time without notice.
4. Fees and Payment
4.1 Subscription Fees
- Standard Tier: $1,500 per location per month
- Enterprise Tier: Custom
4.2 Volume Tier Adjustments
Provider will reassess Customer's Monthly Vehicle Volume after the first 90 days of paid service, based on actual usage data recorded in the Service. Thereafter, volume will be reassessed on a rolling three-month average. Provider will provide Customer with at least thirty (30) days' written notice before any tier adjustment takes effect.
4.3 Payment Method
All fees are payable by credit card or debit card only. Customer must maintain a valid payment method on file at all times. Provider does not accept checks, wire transfers, or purchase orders. Payment processing is handled by Paddle.com Market Limited ("Paddle"), Provider's merchant of record.
4.4 Billing Cycle
Subscription fees are billed monthly in advance. Billing begins automatically on the day the Trial Period ends and recurs on the same day each subsequent month. All fees are non-refundable except as expressly set forth in this Agreement or the Refund Policy.
4.5 Taxes
All fees are exclusive of applicable taxes. Because Paddle acts as the merchant of record, Paddle will calculate, collect, and remit all applicable sales taxes, VAT, or similar charges on behalf of Provider.
4.6 Failed Payments
If any payment fails, Provider will attempt to charge the payment method on file up to three (3) additional times over a seven (7) day period. If payment cannot be collected, Provider may suspend or terminate Customer's access to the Service. Customer remains liable for all unpaid fees.
4.7 Price Changes
Provider may change subscription fees upon thirty (30) days' prior written notice to Customer. Price changes will take effect at the start of the next billing cycle following the notice period. Continued use of the Service after a price change constitutes acceptance of the new fees.
4.8 Refunds
Refunds are governed by the Refund Policy available at www.dealerdm.com/refund. Except as expressly set forth in the Refund Policy or required by applicable law, all fees are non-refundable.
5. Term and Termination
5.1 Subscription Term
The Subscription Term begins on the Effective Date (or upon conversion from Trial Period) and continues on a month-to-month basis until terminated by either party in accordance with this Section 5.
5.2 Termination by Customer
Customer may terminate this Agreement at any time by canceling through the Service dashboard or by providing written notice to support@dealerdm.com. Upon termination, Customer's access to the Service will continue through the end of the current paid billing period. No prorated refunds will be provided for partial months.
5.3 Termination by Provider
Provider may terminate this Agreement:
- (a) Upon thirty (30) days' written notice for any reason or no reason;
- (b) Immediately upon written notice if Customer breaches any material term of this Agreement and fails to cure such breach within fifteen (15) days of receiving notice thereof;
- (c) Immediately upon written notice if Customer fails to pay any fees when due;
- (d) Immediately upon written notice if Customer violates the Acceptable Use Policy; or
- (e) Immediately if required by law or if Provider ceases to offer the Service.
5.4 Effect of Termination
Upon termination or expiration of this Agreement: (a) Customer's right to access the Service immediately terminates (or at end of billing period if terminated by Customer); (b) Customer must cease all use of the Service; (c) Provider will retain Customer Data for ninety (90) days following termination, after which it will be permanently deleted; and (d) Sections 1, 6, 7, 8, 9, 10, and 11 shall survive termination.
5.5 Data Export
Customer may request a copy of its Customer Data by emailing support@dealerdm.com within the ninety (90) day post-termination retention period. Provider will provide the data export in a standard machine-readable format within a reasonable timeframe.
6. Data Ownership and Privacy
6.1 Customer Data Ownership
As between Provider and Customer, Customer retains all right, title, and interest in and to Customer Data. Provider acquires no ownership rights in Customer Data.
6.2 License to Customer Data
Customer grants Provider a limited, non-exclusive, worldwide license to access, use, copy, store, transmit, and display Customer Data solely to the extent necessary to: (a) provide the Service; (b) maintain and improve the Service; and (c) comply with applicable law.
6.3 Aggregated Data
Provider may create anonymized and aggregated data derived from Customer Data ("Aggregated Data") that does not identify Customer or any individual. Provider may use Aggregated Data for any lawful purpose, including to improve the Service, develop new products, and publish industry benchmarks.
6.4 Privacy Policy
Provider's collection and use of personal information is governed by the Privacy Policy available at www.dealerdm.com/privacy. Customer agrees to the terms of the Privacy Policy as updated from time to time.
6.5 Data Security
Provider will implement and maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Data from unauthorized access, disclosure, alteration, or destruction.
7. Intellectual Property
7.1 Provider IP
The Service, including all software, technology, algorithms, interfaces, documentation, trademarks, and other intellectual property embodied therein, is and shall remain the exclusive property of Provider and its licensors. Except for the limited license granted in Section 2.1, no rights in or to Provider's intellectual property are granted to Customer.
7.2 Feedback
If Customer provides any suggestions, ideas, or feedback regarding the Service ("Feedback"), Customer hereby assigns to Provider all right, title, and interest in such Feedback. Provider may use Feedback for any purpose without obligation to Customer.
8. Confidentiality
Each party agrees to maintain the confidentiality of any non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.
9. Warranties and Disclaimer
9.1 Provider Warranties
Provider warrants that:
- (a) Provider has the authority to enter into this Agreement and grant the rights herein;
- (b) The Service will perform substantially in accordance with the Documentation during the Subscription Term; and
- (c) Provider will not knowingly introduce any virus, worm, or malicious code into the Service.
9.2 Customer Warranties
Customer warrants that:
- (a) Customer has the authority to enter into this Agreement;
- (b) Customer has all necessary rights to provide Customer Data to Provider; and
- (c) Customer's use of the Service will comply with all applicable laws and regulations.
9.3 Disclaimer
Except as expressly set forth in this Section 9, the Service is provided "as is" and "as available." Provider disclaims all other warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Provider does not warrant that the Service will be uninterrupted, error-free, or completely secure. Provider does not warrant the accuracy, completeness, or reliability of any external data collected on Customer's behalf.
10. Limitation of Liability
10.1 Exclusion of Consequential Damages
To the maximum extent permitted by law, in no event shall either party be liable to the other for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to damages for loss of profits, revenue, goodwill, data, or use, regardless of the cause of action or whether such party has been advised of the possibility of such damages.
10.2 Liability Cap
To the maximum extent permitted by law, Provider's total cumulative liability under this Agreement, from all causes of action and all theories of liability, shall not exceed the total fees paid by Customer to Provider during the twelve (12) months immediately preceding the claim.
10.3 Basis of the Bargain
The limitations set forth in this Section 10 are fundamental elements of the basis of the bargain between Provider and Customer. Provider would not be able to provide the Service at the prices charged without such limitations.
11. Indemnification
11.1 Customer Indemnification
Customer shall indemnify, defend, and hold harmless Provider and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of: (a) Customer's use of the Service in violation of this Agreement; (b) Customer Data; or (c) Customer's violation of any applicable law or regulation.
11.2 Provider Indemnification
Provider shall indemnify, defend, and hold harmless Customer from and against any third-party claims alleging that the Service, as provided by Provider, infringes any U.S. patent, copyright, or trademark, provided that Customer: (a) promptly notifies Provider in writing of such claim; (b) grants Provider sole control of the defense and settlement; and (c) provides reasonable cooperation at Provider's expense.
12. General Provisions
12.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of laws principles.
12.2 Dispute Resolution
Any dispute arising out of or relating to this Agreement shall first be subject to good faith negotiation between the parties for a period of thirty (30) days. If the dispute is not resolved through negotiation, either party may pursue binding arbitration in accordance with the rules of the American Arbitration Association.
12.3 Entire Agreement
This Agreement, together with the Privacy Policy, Acceptable Use Policy, and Refund Policy (each incorporated herein by reference), constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, representations, or understandings, whether written or oral.
12.4 Amendment
Provider may modify this Agreement by posting a revised version on the Service or by notifying Customer via email. Continued use of the Service after such modifications constitutes acceptance of the amended Agreement. Material changes will be effective thirty (30) days after posting or notification.
12.5 Assignment
Customer may not assign or transfer this Agreement without Provider's prior written consent. Provider may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement binds and inures to the benefit of the parties' successors and assigns.
12.6 Waiver
No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Any waiver must be in writing and signed by the waiving party.
12.7 Severability
If any provision of this Agreement is held invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.
12.8 Force Majeure
Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government actions, or internet or telecommunications failures.
12.9 Notices
All notices under this Agreement shall be in writing and sent to: (a) for Provider: 44Halo, LLC, 50 Woodland Avenue, Rockaway, NJ 07866, or support@dealerdm.com; (b) for Customer: the email address associated with Customer's account. Notices are effective upon receipt.
12.10 Independent Contractors
The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship between the parties.
12.11 Export Compliance
Customer agrees to comply with all applicable export control laws and regulations in connection with its use of the Service.
12.12 U.S. Government Rights
The Service is commercial computer software. If the user or licensee is a U.S. Government entity, use, duplication, or disclosure is subject to restrictions as set forth in this Agreement and FAR 12.212 or DFARS 227.7202.
Acceptance
By clicking "I Accept," "Start Free Trial," or similar acceptance language, or by using the Service, Customer acknowledges that it has read, understood, and agrees to be bound by this Agreement as of the Effective Date.
Contact Information
44Halo, LLC
50 Woodland Avenue
Rockaway, NJ 07866
Email: support@dealerdm.com
Website: dealerdm.com
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