TERMS AND CONDITIONS

• "ICB Tech" refers to ICB Tech Solutions, the owner and operator of the IME platform.
• "Service" means the IME platform, including the website, web application, browser extension (VINSpot), and all related tools and features.
• "Subscriber" means the individual or business entity that registers for the Service and is responsible for payment of all fees.
• "Authorized User" means any individual who is granted access to the Service through a Subscriber's Account, including employees, contractors, or agents of the Subscriber.
• "Sub-Account" means a user account created under a Subscriber's primary Account for use by an Authorized User.
• "User" means any Subscriber or Authorized User that accesses or uses the Service.
• "Account" means a registered user account on the IME platform.
• "Generated Content" means any data, reports, evaluations, pricing recommendations, or other information produced by the Service.
• "Order Form" means the service order, subscription agreement, or checkout confirmation that specifies the License Type, pricing, billing cycle, number of Authorized Users, number of Dealer Locations, and other subscription details selected by Subscriber at the time of registration or renewal.
• "License Type" means the specific subscription tier selected by Subscriber on the Order Form, which determines the scope of permitted use, number of Authorized Users, and number of Dealer Locations.
• "Dealer Location" means a single physical dealership location authorized to use the Service under Subscriber's Account.

2.1 To access certain features of the Service, you must create an Account. You agree to provide accurate, current, and complete information during registration and to update such information to keep it accurate, current, and complete.

2.2 You are responsible for safeguarding your password and login credentials. You agree not to disclose your password to any third party and to take sole responsibility for any activities or actions under your Account.

2.3 You must immediately notify ICB Tech of any unauthorized use of your Account or any other breach of security.

2.4 ICB Tech reserves the right to suspend or terminate your Account at any time, with or without cause, and with or without notice.

3.1 Primary Account Responsibility. If you are a Subscriber (such as a car dealership or business entity), you may create Sub-Accounts for your employees, contractors, or agents to access the Service as Authorized Users. The Subscriber is the sole party to this Agreement and bears full responsibility for all Sub-Accounts and Authorized Users.

3.2 Authorized User Compliance. Subscriber agrees to ensure that all Authorized Users comply with this Agreement. Any act or omission by an Authorized User that would constitute a breach of this Agreement if performed by the Subscriber shall be deemed a breach by the Subscriber.

3.3 Subscriber Liability for Authorized Users. Subscriber is fully responsible and liable for:

• All actions taken by Authorized Users through the Service;
• All data entered, accessed, or generated by Authorized Users;
• Any violations of this Agreement by Authorized Users;
• Any unauthorized use of the Service by Authorized Users;
• Ensuring Authorized Users maintain the confidentiality of their login credentials.

3.4 Access Management. Subscriber is solely responsible for managing Authorized User access, including creating, modifying, and revoking Sub-Accounts. Subscriber must immediately revoke access for any Authorized User who is no longer employed by or affiliated with Subscriber.

3.5 Binding Agreement. Subscriber represents and warrants that it has the authority to bind its Authorized Users to the terms of this Agreement. Subscriber shall inform all Authorized Users of the terms of this Agreement and ensure their compliance.

3.6 Single Billing Responsibility. All fees for the Service, including fees associated with Sub-Accounts, are the sole responsibility of the Subscriber. ICB Tech will invoice only the Subscriber, regardless of which Authorized User incurs usage.

4.1 License Tiers. The Service is offered under the following License Types, each with different features, limitations, and pricing:

4.2 Order Form. At the time of registration or subscription, Subscriber will complete an Order Form specifying:

• License Type selected;
• Number of Authorized Users (if applicable);
• Number of Dealer Locations (if applicable);
• Subscription fees and billing cycle;
• Any promotional codes or discounts applied;
• Payment method and billing information.

4.3 Incorporation by Reference. The Order Form is incorporated into and made part of this Agreement. In the event of any conflict between the Order Form and these Terms and Conditions, these Terms and Conditions shall control, except with respect to pricing, License Type, and subscription scope, which shall be governed by the Order Form.

4.4 Scope of License. Subscriber's right to use the Service is limited to the License Type, number of Authorized Users, and number of Dealer Locations specified on the Order Form. Use of the Service beyond the scope of Subscriber's License Type constitutes a material breach of this Agreement.

4.5 License Upgrades. Subscriber may upgrade to a higher License Type at any time by contacting ICB Tech or through Account settings. Upgrades will be effective upon payment of any applicable fees. Prorated credits may be applied toward the upgraded License at ICB Tech's sole discretion.

4.6 License Downgrades. Subscriber may request a downgrade to a lower License Type, which will take effect at the start of the next billing cycle. No refunds or credits will be provided for downgrades. Subscriber is responsible for reducing Authorized Users and Dealer Locations to comply with the downgraded License Type before the downgrade takes effect.

4.7 Exceeding License Scope. If Subscriber exceeds the permitted number of Authorized Users or Dealer Locations under their License Type, ICB Tech may, at its sole discretion: (a) automatically upgrade Subscriber to an appropriate License Type and charge applicable fees; (b) suspend access for excess Authorized Users or Dealer Locations; or (c) terminate Subscriber's Account for breach of this Agreement.

5.1 Subject to Subscriber's compliance with this Agreement, ICB Tech grants Subscriber and its Authorized Users a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Service solely for Subscriber's internal business purposes, as limited by the License Type specified on the Order Form.

5.2 You shall NOT:

• Copy, modify, distribute, sell, lease, or sublicense any part of the Service or Generated Content;
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service;
• Use any automated means, including bots, scrapers, or spiders, to access the Service;
• Share your login credentials with any third party or allow access beyond your License Type;
• Use the Service for any competitive purpose or to develop a competing product;
• Resell, redistribute, or commercially exploit Generated Content;
• Circumvent any technological measures designed to control access to the Service.

6.1 Fees. Fees for the Service are based on the License Type selected by Subscriber and are specified on the Order Form. All fees are due in advance according to the billing cycle specified on the Order Form. You authorize ICB Tech to charge your designated payment method for all applicable fees.

6.2 Automatic Renewal. Subscriptions will automatically renew at the end of each billing period unless cancelled prior to the renewal date.

6.3 Pricing Changes. Pricing for each License Type is as specified on the Order Form at the time of subscription. ICB Tech reserves the right to modify pricing at any time; however, price changes will not affect Subscriber's current billing cycle and will take effect at the next renewal period. Subscriber will be notified of price changes at least thirty (30) days prior to renewal.

6.5 Failed Payments. If any payment is not received by ICB Tech, ICB Tech may immediately suspend or terminate your access to the Service.

7.1 The Service aggregates and displays market data, vehicle information, pricing estimates, and other content from various third-party data providers and external sources. ICB Tech does not independently verify, validate, or guarantee the accuracy, completeness, timeliness, or reliability of any such data.

7.2 ALL DATA, PRICING RECOMMENDATIONS, MARKET EVALUATIONS, AND GENERATED CONTENT ARE PROVIDED "AS-IS" WITHOUT WARRANTY OF ANY KIND. ICB Tech makes no representation or warranty that any data displayed is accurate, complete, current, or error-free.

7.3 Pricing recommendations and market evaluations provided by the Service are estimates only and should not be construed as guarantees of actual vehicle values. Vehicle values fluctuate based on market conditions, geographic location, vehicle condition, and numerous other factors beyond ICB Tech's control.

7.4 USER ASSUMES ALL RISK. You acknowledge and agree that you are solely responsible for independently verifying all data, recommendations, and Generated Content before making any business decisions. Any reliance on the Service or its Generated Content is at your own risk.

7.5 INDEMNIFICATION FOR DATA RELIANCE. You agree to indemnify, defend, and hold harmless ICB Tech, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or related to: (a) your reliance on any data, pricing recommendations, or Generated Content; (b) any business decisions made based on information obtained through the Service; (c) any transactions involving vehicles evaluated using the Service; or (d) any claims by third parties related to your use of Generated Content.

7.6 ICB Tech is not a referral or advisory service and does not recommend or endorse any particular transaction, purchasing strategy, or business practice.

8.1 The Service is provided on a "commercially reasonable efforts" basis. ICB Tech does not guarantee that the Service will be available 100% of the time or that access will be uninterrupted, timely, secure, or error-free.

8.2 The Service relies on third-party data providers, external APIs, cloud infrastructure, and other services that are beyond ICB Tech's direct control. These third-party services may experience outages, delays, or disruptions that affect the availability or functionality of the Service.

8.3 ICB Tech may perform scheduled maintenance, updates, or modifications to the Service, which may result in temporary unavailability. ICB Tech will endeavor to provide advance notice of planned maintenance when reasonably practicable.

8.4 WAIVER OF CLAIMS FOR DOWNTIME. BY USING THE SERVICE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT ICB TECH SHALL NOT BE LIABLE FOR ANY:

• Loss of income, revenue, or profits;
• Loss of business opportunities or goodwill;
• Business interruption or operational losses;
• Lost sales or missed transactions;
• Any other financial damages or losses;

arising from or related to any service outage, downtime, interruption, delay, or unavailability of the Service, whether planned or unplanned, and regardless of cause.

8.5 You agree to hold ICB Tech harmless and indemnify ICB Tech against any claims, damages, or losses arising from service unavailability or interruptions.

8.6 NO REFUNDS FOR DOWNTIME. No refunds, credits, or prorations will be provided for any period during which the Service is unavailable or experiences degraded performance.

9.1 The Service integrates with and relies upon various third-party data providers, external APIs, and services to provide market data, vehicle information, and other content.

9.2 ICB Tech has no control over the quality, accuracy, availability, or performance of third-party services and data. Third-party providers may change, modify, or discontinue their services at any time without notice.

9.3 ICB Tech is not responsible for any errors, omissions, inaccuracies, or unavailability of third-party data or services.

9.4 Your use of the Service may be subject to additional terms and conditions imposed by third-party providers.

10.1 The Service, including all software, algorithms, designs, text, graphics, logos, trademarks, and other content, is the exclusive property of ICB Tech or its licensors and is protected by copyright, trademark, and other intellectual property laws.

10.2 Nothing in this Agreement grants you any right, title, or interest in or to the Service or any intellectual property of ICB Tech, except for the limited license expressly granted herein.

10.3 "IME," "Instant Market Eval," "VINSpot," and related logos are trademarks of ICB Tech. You may not use these marks without prior written permission.

10.4 Any feedback, suggestions, or ideas you provide regarding the Service may be used by ICB Tech without any obligation to you.

11.1 You agree to use the Service only for lawful purposes and in accordance with this Agreement.

11.2 You shall not:

• Use the Service in any manner that could damage, disable, overburden, or impair the Service;
• Attempt to gain unauthorized access to any portion of the Service or any systems or networks connected to the Service;
• Use any automated system to access the Service in a manner that exceeds reasonable use;
• Transmit any viruses, malware, or other malicious code;
• Violate any applicable local, state, national, or international law.

12.1 The VINSpot browser extension is an optional component of the Service that allows Users to access IME functionality while browsing third-party websites, including vehicle auction platforms.

12.2 By installing and using VINSpot, you grant permission for the extension to access and read content on web pages you visit in order to identify vehicle identification numbers (VINs) and provide related functionality.

12.3 You are solely responsible for ensuring your use of VINSpot complies with the terms of service of any third-party websites you access.

12.4 ICB Tech is not affiliated with any third-party auction platforms or websites and makes no representations regarding the availability or compatibility of VINSpot with such platforms.

13.1 Your privacy is important to ICB Tech. Please review our Privacy Policy, which explains how we collect, use, and protect your information.

13.2 By using the Service, you consent to the collection and use of information as described in the Privacy Policy.

14.1 THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

14.2 ICB TECH DOES NOT WARRANT THAT: (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS OBTAINED FROM USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; OR (D) ANY ERRORS IN THE SERVICE WILL BE CORRECTED.

14.3 No advice or information, whether oral or written, obtained from ICB Tech or through the Service shall create any warranty not expressly stated herein.

15.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, ICB TECH SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF ICB TECH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 IN NO EVENT SHALL ICB TECH'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO ICB TECH IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

15.3 The limitations of liability set forth in this Section shall apply regardless of the form of action, whether in contract, tort, strict liability, or otherwise.

16.1 Subscriber agrees to indemnify, defend, and hold harmless ICB Tech, its officers, directors, employees, agents, licensors, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with:

• Your access to or use of the Service;
• Your violation of this Agreement;
• Your violation of any third-party right, including any intellectual property or privacy right;
• Your reliance on any data, recommendations, or Generated Content;
• Any claim by a third party related to your use of Generated Content;
• Any business decisions made based on information obtained through the Service;
• Any actions, omissions, or violations by Subscriber's Authorized Users or Sub-Accounts.

17.1 This Agreement is effective until terminated by you or ICB Tech.

17.2 You may terminate your Account at any time by contacting ICB Tech support. Termination does not entitle you to any refund of fees paid.

17.3 ICB Tech may suspend or terminate your access to the Service immediately, without prior notice or liability, for any reason, including breach of this Agreement.

17.4 Upon termination: (a) all rights and licenses granted to you will immediately cease; (b) you must cease all use of the Service; and (c) all provisions of this Agreement that by their nature should survive termination shall survive, including Sections 7, 8, 10, 14, 15, 16, and 18.

17.5 Effect of Termination on Sub-Accounts and Dealer Locations. Upon termination of a Subscriber's Account, all associated Sub-Accounts, Authorized User access, and Dealer Locations will be immediately terminated. Subscriber is responsible for notifying Authorized Users of account termination.

18.1 AGREEMENT TO ARBITRATE. You and ICB Tech agree that any dispute, claim, or controversy arising out of or relating to this Agreement or the Service shall be resolved through binding arbitration, rather than in court, except that either party may seek injunctive relief in court for infringement of intellectual property rights.

18.2 CLASS ACTION WAIVER. YOU AND ICB TECH AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

18.3 Arbitration shall be conducted by a single arbitrator in accordance with the rules of the American Arbitration Association. The arbitration shall take place in Collin County, Texas.

18.4 The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

19.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law provisions. Any legal action or proceeding not subject to arbitration shall be brought exclusively in the state or federal courts located in Collin County, Texas.

19.2 Entire Agreement. This Agreement, together with the Order Form, constitutes the entire agreement between you and ICB Tech regarding the Service and supersedes all prior agreements and understandings.

19.3 Modifications. ICB Tech reserves the right to modify this Agreement at any time. Material changes will be communicated to you via email or through the Service. Your continued use of the Service after such modifications constitutes acceptance of the modified Agreement.

19.4 Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

19.5 Waiver. The failure of ICB Tech to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

19.6 Assignment. You may not assign or transfer this Agreement or any rights hereunder without ICB Tech's prior written consent. ICB Tech may assign this Agreement without restriction.

19.7 Force Majeure. ICB Tech shall not 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, internet or telecommunications failures, government actions, or third-party service provider failures.

19.8 Notices. All notices to ICB Tech shall be sent to: ICB Tech Solutions, McKinney, Texas, or via email to support@icbtechsolutions.com.

19.9 Electronic Communications. By using the Service, you consent to receive electronic communications from ICB Tech. You agree that all agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirement that such communications be in writing.