Effective September 16, 2025
Blind Spot Edge (https://www.blindspotedge.com), including all of its related applications, dashboards, or platforms (individually and collectively, the "Website"), is owned and operated by Blind Spot Advisory ("Blind Spot Advisory," "we," "us," or "our"), located at 5651 Wells Lane, San Ramon, California 94582. By using, installing, or accessing the Website or Services (as defined below), by signing or clicking to accept these terms or any Subscription Documentation (as defined below) referencing these terms, you agree to be bound by the following terms and conditions (together, these "Terms", or this "Agreement").
If you are using Blind Spot Edge Services on behalf of a company, organization, or other entity, then "Client" or "you" means that entity, and you are binding that entity to this Agreement. You represent and warrant that you have the legal power and authority to enter into this Agreement and that, if the Client is an entity, this Agreement is entered into by an employee, agent, or other authorized representative with all necessary authority to bind that entity to this Agreement.
This Agreement includes and hereby incorporates by reference any Subscription Documentation executed between you and Blind Spot Advisory, as well as any policies or exhibits linked to or referenced herein, including our Privacy Policy and Acceptable Use Policy. If you have entered into a separate written agreement with Blind Spot Advisory concerning specific Services, the terms of such agreement control if there is any conflict between the terms of such agreement and these Terms. Please note that we may modify this Agreement as described in Section 16 below.
1.1. "Confidential Information" means code, inventions, know-how, product plans, technical and financial, business, operational, or other information exchanged under this Agreement or learned during the performance of this Agreement, or that is identified as confidential at the time of disclosure or should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclosed.
1.2. "HIPAA" means the Health Insurance Portability and Accountability Act of 1996, as amended, and the requirements of any regulations promulgated thereunder.
1.3. "Law(s)" means all applicable local, state, federal, and international laws, rules, and regulations, including but not limited to the Telephone Consumer Protection Act of 1991, the CAN-SPAM Act, the Gramm-Leach-Bliley Act, Do Not Call rules, and data protection laws such as the California Consumer Privacy Act (CCPA).
1.4. "Protected Health Information" or "PHI" has the same meaning as that term is defined in HIPAA.
1.5. "Territory" means the United States, unless otherwise expressly set forth in Client's Subscription Documentation.
1.6. "Subscription Documentation" means any proposal, quote, services/purchase agreement, order form, statement of work, or similar document executed by the parties that references these Terms.
Other terms are defined in other Sections of this Agreement.
2.1. Services.
Blind Spot Edge provides an AI-powered operating system for auto-retail, including a cloud-based platform for dealership analytics and operations management from acquisition to service. This includes, without limitation, data analytics tools, customer communication features, AI-driven insights, and any other services we may offer from time to time (together with the Website, the "Service(s)").
2.2. Access and Use.
Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the term specified in your Subscription Documentation, solely for your internal business purposes in the auto-retail industry within the Territory.
2.3. Beta Releases and Free Access.
From time to time, we may offer access to beta features or free trials ("Beta Releases" or "Free Access Subscriptions"). These are provided "as is" without warranty, and we may discontinue them at any time.
2.4. Professional Services.
Any implementation, training, or other professional services are governed by a separate agreement and not these Terms.
3.1. Account Registration.
To use the Services, you must register an account and provide accurate information. You are responsible for maintaining the confidentiality of your account credentials and for all activities under your account.
3.2. Compliance with Laws.
You agree to use the Services in compliance with all applicable Laws, including data privacy laws and prohibitions on unsolicited communications. You are solely responsible for obtaining any necessary consents for communications or data processing.
3.3. Prohibited Uses.
You agree not to: (a) use the Services for any illegal purpose; (b) reverse engineer, decompile, or disassemble the Services; (c) interfere with the Services; (d) upload harmful code; or (e) violate our Acceptable Use Policy.
3.4. Data Accuracy.
You represent that all data you provide or upload to the Services is accurate, and you have all rights to such data.
3.5. HIPAA Compliance.
If you are subject to HIPAA, you must enter into a Business Associate Agreement with us before sharing any PHI.
4.1. Fees.
You agree to pay all fees specified in your Subscription Documentation. Fees are non-refundable except as expressly provided herein.
4.2. Payment Terms.
Payments are due as specified in your Subscription Documentation, typically monthly in advance via credit card or ACH. Late payments accrue interest at 1.5% per month.
4.3. Taxes.
You are responsible for all applicable taxes, except those based on our income.
4.4. Fee Changes.
We may change fees upon renewal of your subscription term, with at least 30 days' notice.
5.1. Ownership.
We retain all rights, title, and interest in the Services, including all intellectual property rights. You retain ownership of your data.
5.2. Feedback.
Any suggestions or feedback you provide may be used by us without obligation to you.
5.3. License to Your Data.
You grant us a worldwide, royalty-free license to use your data to provide and improve the Services, in accordance with our Privacy Policy.
6.1. Obligations.
Each party agrees to protect the other's Confidential Information with at least the same degree of care it uses for its own similar information, but no less than reasonable care.
6.2. Exclusions.
Confidential Information does not include information that is publicly available, independently developed, or rightfully received from a third party.
6.3. Disclosure.
Confidential Information may be disclosed if required by law, with notice to the other party.
7.1. Data Use.
We process your data as described in our Privacy Policy. You consent to such processing.
7.2. Security.
We implement reasonable security measures to protect your data.
7.3. Data Requests.
You may request access, correction, or deletion of your data by contacting privacy@blindspotedge.com.
7.4. CCPA Compliance.
For California residents, we comply with CCPA requirements regarding personal information.
8.1. Mutual Warranties.
Each party warrants that it has the authority to enter this Agreement.
8.2. Our Warranties.
We warrant that the Services will perform substantially as described in the documentation.
8.3. Disclaimers.
EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
9.1. Our Indemnification.
We will indemnify you against third-party claims that the Services infringe their intellectual property rights, subject to conditions.
9.2. Your Indemnification.
You will indemnify us against claims arising from your use of the Services, your data, or violation of these Terms.
10.1. Exclusion.
NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES.
10.2. Cap.
OUR TOTAL LIABILITY WILL NOT EXCEED THE FEES PAID BY YOU IN THE 12 MONTHS PRECEDING THE CLAIM.
11.1. Term.
This Agreement begins on the effective date in your Subscription Documentation and continues for the initial term specified therein, renewing automatically unless terminated.
11.2. Termination.
Either party may terminate for material breach with notice. We may suspend Services for non-payment.
11.3. Effects of Termination.
Upon termination, access ends, and you must pay all outstanding fees. Data may be deleted after 30 days.
12.1. This Agreement is governed by the laws of the State of California, without regard to conflict of laws principles. Disputes will be resolved in the courts of Contra Costa County, California.
13.1. Neither party is liable for delays caused by events beyond their reasonable control, excluding payment obligations.
14.1. You may not assign this Agreement without our consent, except in a merger or acquisition.
15.1. Notices must be in writing and sent to the addresses in your Subscription Documentation or to privacy@blindspotedge.com for us.
16.1. We may update these Terms with notice via email or the Services. Continued use constitutes acceptance.
17.1. Entire Agreement.
This is the entire agreement, superseding prior agreements.
17.2. Severability.
Invalid provisions are severed without affecting the rest.
17.3. Waiver.
Waivers must be in writing.
17.4. Contact.
For questions, contact us at privacy@blindspotedge.com or 5651 Wells Lane, San Ramon, CA 94582.