CentralBDC Terms And Conditions

1.Dealer agrees to pay CentralBDC all monthly fees based on term selected relating to the use of CentralBDC services as of the signed and dated registration form.

1a. Month-to-month Term: After the Initial Term, this Agreement will automatically renew on a month-to-month basis (each month, a "Renewal Term"). After the Initial Term, either Party may terminate this Agreement on written notice to the other Party, which termination will be effective on the last day of the calendar month following the calendar month in which notice was provided.

1b. 12-Month Term: if Dealer terminates this Agreement prior to the end of the Initial Term for any reason, dealer will immediately pay to CentralBDC the balance of Subscription Fees due and owing for the remainder of the Initial Term.

 

2. General Billing Terms (“Billing”). First CentralBDC invoice is due prior to activation. All subsequent CentralBDC invoices are due net 30 days from invoice date. Invoices will be delivered via email to the Billing Contact email address specified on each Order Form unless customer is paying by automatic credit card billing. If payments for any invoices not reasonably in dispute are not received by the due date, CentralBDC reserves the right to charge late fees at the rate of 1% per month (or, if lower, the maximum allowed by law) on outstanding balances. If CentralBDC incurs collection fees and expenses in connection with an unpaid delinquency, and such Fees are not reasonably in dispute, dealer will reimburse CentralBDC its actual collection fees and expenses therefor. Additional Setup Fees may be assessed for Upgrades that occur after the Initial Term and such Fees will be invoiced at the time of Upgrade. If CentralBDC provides dealer with Consulting Services (including training) under any Order Form, Billing for such Fees will take place at the end of the month in which these Consulting Services are delivered, and will include any related reimbursable expenses that are incurred, with payment due net 30 days from date of invoice. All other Fees due under any Order Form hereunder, including training, conversion or migration Fees, will be billed at the end of the month in which such Consulting Services are provided by CentralBDC and the applicable Fees incurred with payment due net 30 days from date of invoice. All Fees are exclusive of all federal, state and local sales, use or like taxes and any duties, tariffs and other governmental charges (collectively, "Taxes") now or hereafter levied against the provision or use of the CentralBDC Service. Taxes will be invoiced and collected by CentralBDC if and to the extent required by any applicable taxing jurisdiction and Customer will be responsible for the payment of any such Taxes.

 

3. Changes to CentralBDC Service. Following the Initial Term, CentralBDC reserves the right to increase Fees for the CentralBDC Service annually, on 30 days’ prior written notice. CentralBDC reserves the right, from time to time, to make changes, updates, upgrades and modifications (collectively, "Modifications") to the CentralBDC Service; provided that CentralBDC will not materially diminish the functionality of the CentralBDC Service. Unless separately agreed in writing by the Parties, each Modification will be made generally available to all CentralBDC customers subscribing to the CentralBDC Service. CentralBDC reserves the right to implement Fee adjustments required due to an increase in pass-through fees charged to CentralBDC by integrated vendors for the use of their respective technology or services as part of their respective certified interfaces to the CentralBDC Service; provided that any such pass-through fee increases will not exceed CentralBDC’s actual cost per Dealership Instance per month. If CentralBDC plans to implement any such Fee adjustment, CentralBDC will make commercially-reasonable efforts to provide you with as much advance written notice as reasonably practicable.

4. Vendor shall ensure compliance standards and exceeded in regards to consumer privacy, Fair Credit Reporting ACT, CAN Spam ACT and do not call regulations and other relevant regulations pertaining to the work product and will indemnify, defend and hold customer harmless against any claims, damages and losses Customer might incur as a direct result of Vendor's Violation of any such regulation, to include attorney fees and costs incurred by customer in defending any such claims.