Vendor Terms

This Agreement lays out clear, good-faith ground rules for how we’ll exchange data and keep our mutual dealer customers running smoothly. It simply ensures that both parties know what to expect (secure integrations, fair notice periods, and a solid backup plan), so neither of us is caught off-guard if business conditions change.

1. Definitions

• ‍Data Feed: the data, files, and API responses Vendor makes available to Toma under an Order Form.
• ‍Dealer: an automotive dealership that is a mutual customer of the parties.
• ‍Documentation: any Vendor API specs or integration guides.
• ‍Order Form: a cover sheet executed by both parties referencing these Terms.

2. License & Use of Data Feed

1. License: Vendor grants Toma a non-exclusive, worldwide, royalty-free right to (a) access and copy the Data Feed; (b) store, format, and combine it with other sources; and (c) display or transmit it to Dealers through Toma’s products.
2. Dealer Sub-License: Toma may sub-license Data Feed elements to a Dealer solely for that Dealer’s internal business use.
3. Retention: Toma may keep an archival copy for backup, audit, and dispute-resolution purposes.

3. Vendor Obligations

1. Data Scope: Vendor will provide the full set of fields enumerated in the Order Form and will not materially reduce, delay, or degrade the Data Feed except (i) as required by law or (ii) by mutual written amendment.
2. Uptime & Support: Vendor will use commercially reasonable efforts to maintain API or file-drop availability and will provide notice of planned maintenance at least 48 hours in advance.
3. Security: Vendor will implement administrative, technical, and physical safeguards consistent with ISO 27001 or SOC 2 standards.
4. Compliance: Vendor warrants it has the rights to provide the Data Feed and that doing so does not infringe third-party rights.

4. Continuity & Transition

1. Notice of Deprecation: Vendor will give at least 90 days’ written notice before deprecating any endpoint or authentication mechanism.
2. Transition Assistance: During the notice period Vendor will cooperate in good faith to migrate Dealers to a successor interface.

5. Change of Control

Vendor may not terminate solely due to Toma’s change of control if the successor entity assumes all obligations herein.

6. Term & Termination

1. Initial Term: Begins on the Effective Date of the first Order Form and lasts for the “Initial Term” stated therein.
2. Auto-Renewal: Each Order Form renews for successive periods of equal length unless either party gives 30-day notice of non-renewal.
3. Termination for Convenience: Either party may terminate an Order Form for convenience on 90-days’ written notice.
4. Termination for Cause: Either party may terminate for material breach not cured within 30 days after notice.

7. Fees & Payment (if applicable)

Fees and payment terms are set out in the Order Form.

8. Confidentiality

Each party will protect Confidential Information with reasonable care and use it only to perform under this Agreement. Duties survive five (5) years after termination; trade secrets survive indefinitely.

9. Warranties & Disclaimer

Each party warrants it has full authority to enter this Agreement. Except as expressly stated, the Data Feed and integration materials are provided “as is,” without additional warranties.

10. Indemnification

Vendor will defend and indemnify Toma and Dealers against third-party claims that the Data Feed infringes intellectual-property rights or violates privacy laws. Toma will defend and indemnify Vendor against claims arising from Toma’s misuse of the Data Feed.

11. Limitation of Liability

Neither party is liable for indirect or consequential damages. Each party’s aggregate liability under any Order Form will not exceed the Fees paid or payable under that Order Form in the twelve (12) months preceding the claim. These caps do not apply to indemnity obligations or breaches of Section 8 (Confidentiality).

12. Insurance

Vendor will maintain (i) commercial general liability and (ii) cyber/privacy liability insurance, each with limits of at least USD 1 million per occurrence and USD 2 million in the aggregate.

13. Miscellaneous

• Governing Law: This Agreement is governed by the laws of the State of California, U.S.A., without regard to its conflict-of-law rules.
• Venue: Any dispute arising out of or relating to this Agreement will be brought exclusively in the state or federal courts located in San Francisco County, California, and each party irrevocably submits to the personal jurisdiction of those courts.
• Equitable Relief: Nothing in this Agreement limits either party's right to seek injunctive or other equitable relief to prevent actual or threatened misuse of Confidential Information or intellectual-property rights.
• Compliance With Laws & Export: Each party will comply with applicable U.S. and international export-control, sanctions, anti-bribery, and data-protection laws. Neither party will export or allow the export of any technology or data in violation of such laws.
• Independent Contractors: The parties are independent contractors. Nothing in this Agreement creates an agency, partnership, joint venture, or employment relationship. Neither party may bind the other in any way.
• Assignment: Neither party may assign or transfer this Agreement, in whole or in part, without the other party's prior written consent, except (i) to an Affiliate, or (ii) in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets, provided the successor agrees in writing to assume all obligations. Any attempted assignment in violation of this Section is void.
• Force Majeure: Neither party is liable for failure or delay in performance caused by circumstances beyond its reasonable control (including acts of God, natural disasters, war, terrorism, labor disputes, Internet-wide outages, or government actions), provided the party uses reasonable efforts to resume performance.
• Notices: All notices must be in writing and delivered (a) by hand, (b) by a recognized overnight courier, or (c) by email with receipt confirmed. Notices are effective on the earlier of confirmed receipt or two (2) business days after dispatch. Notice addresses are those in the relevant Order Form, as updated by written notice.
• Entire Agreement: This Agreement (Order Form + Vendor Master Terms) represents the parties' entire understanding on its subject and supersedes all prior agreements, proposals, or representations, whether written or oral.
• Amendments: Any amendment or waiver must be in writing and signed by both parties. No click-through, shrink-wrap, or online terms from either party apply unless expressly incorporated.
• Waiver: A party's failure to enforce any provision is not a present or future waiver of that provision or any other.
• Severability: If any provision is held unenforceable, the parties will substitute the narrowest valid provision that most closely approximates the original intent, and the remaining provisions remain in full force.
• Counterparts & E-Signatures: This Agreement and any Order Form may be executed in counterparts (including electronic signatures and PDF copies), each of which is deemed an original and all of which together constitute one instrument.
• Publicity: Neither party will issue press releases or publicly use the other party's trademarks in connection with this Agreement without prior written consent, except that Toma may list Vendor's name and logo in its standard partner lists.
• Interpretation: Headings are for convenience only and do not affect meaning. "Including" means "including without limitation."
• No Third-Party Beneficiaries: This Agreement creates no third-party beneficiary rights.
• Further Assurances: Each party will execute those additional documents and take further actions reasonably requested by the other party to give full effect to this Agreement.
• Survival: Sections 2.3 (Retention), 3.3 (Security), 4 (Continuity & Transition), 8 (Confidentiality), 9–11 (Warranties, Indemnification, Limitation), and this Section 13 survive termination or expiration of this Agreement.