Terms of Service

1. Introduction and Acceptance of Terms

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“User,” “you,” or “your”) and Carculus Automotive LLC, a California limited liability company (“Company,” “we,” “us,” or “our”), governing your access to and use of the Blue Sky Dealer platform, available at www.blueskydealer.com (the “Platform”).

Blue Sky Dealer is a subscription-based Software-as-a-Service (“SaaS”) automotive retail training simulation platform designed for automotive retail professionals. The Platform provides interactive simulation modules, career track development tools, educational content, 20 Group benchmarking data, and performance analytics across multiple automotive retail disciplines. The Platform is a professional training simulation — not a game — and is intended to replicate real-world automotive retail scenarios for educational and professional development purposes.

By accessing or using the Platform, you represent that: (a) you are at least 18 years of age; (b) you have the legal authority to enter into these Terms; (c) if accessing on behalf of an organization, you have authority to bind that organization; and (d) your use of the Platform complies with all applicable laws.

2. Definitions

For purposes of these Terms:

• “Platform” means the Blue Sky Dealer web application, simulation engine, all content, modules, and associated services accessible at www.blueskydealer.com.
• “Subscription” means a paid or trial access plan entitling you to use designated Platform features during a defined billing period.
• “User Content” means any data, information, text, or materials you submit to or generate within the Platform.
• “Simulation Content” means all educational scenarios, modules, benchmarks, performance models, career track exercises, and training materials created by or for the Company and made available through the Platform.
• “Account” means the registered profile created by or on behalf of a User to access the Platform.
• “Subscription Tier” means the specific access level associated with a Subscription.
• “Automotive Retail Professional” means an individual employed or engaged in automotive sales, finance, service, or dealership management roles.

3. Account Registration and Security

3.1 Registration Requirements

To access the Platform, you must create an Account by providing accurate, complete, and current information including your name, email address, professional role, and payment information where applicable. You agree to maintain and promptly update your Account information.

3.2 Account Credentials

You are solely responsible for maintaining the confidentiality of your Account credentials and for all activity occurring under your Account. You agree to: (a) use a strong, unique password; (b) not share your credentials with any third party; (c) notify us immediately at legal@blueskydealer.com of any unauthorized Account access or security breach; and (d) log out of your Account after each session on shared devices.

3.3 Organizational Accounts

If you register on behalf of a dealership, automotive group, or other organization (“Organization”), you represent that you are authorized to bind the Organization to these Terms. All Users added under an Organizational Account must comply with these Terms, and the Account administrator is responsible for managing and revoking access for departing personnel.

3.4 Account Eligibility

The Platform is intended solely for automotive retail professionals and individuals pursuing automotive retail careers. We reserve the right to decline registration, suspend, or terminate any Account at our discretion, including where we believe the Account was created under false pretenses or for competitive intelligence purposes.

4. Subscriptions, Billing, and Payment

4.1 Subscription Tiers

The Platform is offered across multiple Subscription Tiers with varying feature sets and pricing. Current tier descriptions, pricing, and included features are published at www.blueskydealer.com/pricing and are incorporated herein by reference. We reserve the right to modify, add, or discontinue Subscription Tiers at any time with reasonable notice.

4.2 Free Trials

We may offer limited-time free trials of paid Subscription Tiers. Unless you cancel before the trial period ends, your Subscription will automatically convert to the applicable paid tier and your payment method will be charged. Trial eligibility is determined at our sole discretion, and we reserve the right to limit one trial per person or organization.

4.3 Billing and Payment

Subscriptions are billed in advance on a monthly or annual basis, as selected at checkout. By providing payment information, you authorize us (or our payment processor) to charge the applicable fees on the billing cycle start date and each renewal date thereafter. All fees are in U.S. dollars and are non-refundable except as expressly set forth in Section 4.6.

4.4 Automatic Renewal

Subscriptions automatically renew at the end of each billing period unless you cancel before the renewal date. We will provide advance notice of renewal for annual plans. You may cancel auto-renewal at any time through your Account settings or by contacting legal@blueskydealer.com.

4.5 Price Changes

We reserve the right to modify Subscription pricing. For monthly subscribers, price changes take effect at the start of the next billing cycle following at least 30 days' notice. For annual subscribers, price changes take effect at the next annual renewal following at least 60 days' notice. Continued use of the Platform after a price change constitutes acceptance of the new pricing.

4.6 Refund Policy

All Subscription fees are non-refundable except: (a) as required by applicable California law; (b) where we have materially breached these Terms and failed to cure within 15 days of written notice; or (c) as expressly offered during promotional periods. We do not offer prorated refunds for unused portions of a billing period.

4.7 Taxes

You are responsible for all applicable taxes, levies, or duties imposed on your Subscription. Where we are required by law to collect taxes, they will be added to your invoice.

4.8 Failed Payments

If a payment fails, we will attempt to re-process the charge and notify you. If payment remains outstanding for more than 10 days, we may suspend or downgrade your Account. Access is restored upon successful payment of outstanding amounts plus any applicable reinstatement fees.

5. Permitted Use and Restrictions

5.1 License Grant

Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for your personal professional development or your Organization's internal training purposes during your active Subscription period.

5.2 Prohibited Conduct

You agree not to, and will not permit others to:

• Reproduce, copy, distribute, sell, resell, rent, lease, or sublicense access to the Platform or any Simulation Content to any third party
• Use the Platform to develop, train, or improve any competing product, service, artificial intelligence model, or machine learning system
• Scrape, crawl, or systematically extract data, content, or Simulation Content from the Platform by automated or manual means
• Circumvent, disable, or interfere with any security, authentication, or access control mechanism
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Platform
• Impersonate any person or entity or falsely represent your affiliation with any organization
• Upload or transmit malicious code, viruses, or any content designed to disrupt or damage the Platform
• Use the Platform in any manner that violates applicable law, including privacy laws, intellectual property laws, or anti-spam statutes
• Share, publish, or disclose Simulation Content, scenario structures, benchmark data, or module design to third parties outside your Organization without our prior written consent
• Access the Platform through any means other than through the interface we provide

5.3 Competitive Use Prohibition

The Platform's Simulation Content, career track architecture, 20 Group benchmarking methodology, and educational frameworks represent substantial proprietary investment. Any use of the Platform by employees, contractors, or agents of a competing automotive training, simulation, or education business is strictly prohibited without our prior written authorization.

6. Intellectual Property

6.1 Company IP

The Platform and all Simulation Content, including without limitation all software, algorithms, training scenarios, career track modules, scoring models, benchmark data, design elements, trademarks, trade dress, and documentation, are and shall remain the exclusive property of Carculus Automotive LLC or its licensors. Nothing in these Terms transfers any ownership interest in Company IP to you.

6.2 Feedback

If you submit suggestions, ideas, feedback, or recommendations regarding the Platform (“Feedback”), you grant us a perpetual, irrevocable, royalty-free, worldwide license to use, incorporate, and commercialize such Feedback without obligation or compensation to you.

6.3 User Content

You retain ownership of User Content you submit to the Platform. By submitting User Content, you grant us a non-exclusive, royalty-free, worldwide license to use, process, and display such content solely to operate, improve, and provide the Platform. You represent that your User Content does not infringe any third-party rights and that you have all necessary permissions to grant this license.

6.4 DMCA Notice

If you believe content on the Platform infringes your copyright, please send a written notice to legal@blueskydealer.com including: identification of the copyrighted work; identification of the allegedly infringing material and its location; your contact information; a statement of good faith belief; and your signature. We will respond to valid DMCA notices in accordance with applicable law.

7. Simulation Content and Educational Purpose

The Platform is a professional training simulation designed to replicate automotive retail scenarios for educational purposes. All simulation scenarios, performance benchmarks, customer interactions, financial models, and outcomes presented within the Platform are fictional or hypothetical constructs developed for training purposes.

Simulation Content does not constitute financial, legal, compliance, or professional advice. Benchmark data presented in the Platform is based on industry aggregates and general models and should not be relied upon as definitive guidance for any specific dealership or transaction.

We make no representation that skills, techniques, or strategies demonstrated in the Platform will produce equivalent results in real-world dealership operations. The Platform supplements but does not replace hands-on experience, employer training, manufacturer certifications, or professional judgment.

8. Privacy and Data

Your privacy is important to us. Our collection, use, and protection of your personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Platform, you consent to our data practices as described in the Privacy Policy.

We may use anonymized, aggregated, and de-identified data derived from Platform usage for product development, research, and industry analysis purposes. Such aggregated data will not identify you individually.

9. Confidentiality

During your Subscription, you may have access to non-public aspects of the Platform, including unreleased features, proprietary benchmark methodologies, and simulation design frameworks (“Confidential Information”). You agree to maintain the confidentiality of Confidential Information and not to disclose it to any third party without our prior written consent. This obligation survives termination of your Subscription for a period of three (3) years.

10. Term and Termination

10.1 Term

These Terms remain in effect for as long as you maintain an Account or active Subscription with the Platform.

10.2 Termination by You

You may cancel your Subscription at any time through your Account settings. Cancellation takes effect at the end of the current billing period. Account deletion requests may be submitted to legal@blueskydealer.com.

10.3 Termination by Us

We reserve the right to suspend or terminate your Account, with or without prior notice, if: (a) you materially breach these Terms and fail to cure within 10 days of notice; (b) you engage in fraudulent, abusive, or unlawful conduct; (c) your continued access poses a security risk to the Platform or other users; or (d) we are required to do so by law.

10.4 Effect of Termination

Upon termination: (a) your license to access the Platform immediately ceases; (b) you must destroy any downloaded or copied Simulation Content; (c) we may delete your Account data in accordance with our data retention policies; and (d) outstanding payment obligations survive termination. Sections 6, 9, 11, 12, 13, 14, and 15 survive termination of these Terms.

11. Disclaimers of Warranties

We do not warrant that: (a) the Platform will be uninterrupted, error-free, or secure; (b) any defects will be corrected; (c) the Platform is free of viruses or other harmful components; or (d) simulation results or benchmark data will reflect actual dealership performance outcomes.

Some jurisdictions do not allow the exclusion of certain warranties. To the extent such exclusions are prohibited by applicable California or federal law, such warranties are limited to the minimum scope and duration permitted by law.

12. Limitation of Liability

Our total aggregate liability to you for any claims arising out of or relating to these Terms or the Platform shall not exceed the greater of: (a) the total Subscription fees actually paid by you to us in the twelve (12) months immediately preceding the claim; or (b) one hundred dollars ($100).

The limitations in this Section apply to all theories of liability, including contract, tort, strict liability, and statutory claims.

13. Indemnification

You agree to defend, indemnify, and hold harmless Carculus Automotive LLC, its members, managers, officers, employees, contractors, licensors, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Platform in violation of these Terms; (b) your User Content; (c) your violation of any applicable law; (d) your infringement of any third-party right; or (e) any dispute between you and another User or third party.

14. Dispute Resolution and Arbitration

14.1 Informal Resolution

Before initiating formal proceedings, you agree to contact us at legal@blueskydealer.com and attempt to resolve any dispute informally. We will have 30 days to respond and attempt resolution. This informal process is a condition precedent to arbitration.

14.2 Binding Arbitration

Except as provided in Section 14.4, any dispute, claim, or controversy arising out of or relating to these Terms, the Platform, or your Subscription shall be resolved exclusively by final and binding arbitration administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures (or Comprehensive Rules if the amount in controversy exceeds $250,000). The arbitration shall be conducted by a single arbitrator.

14.3 Arbitration Procedures

Arbitration shall be conducted in the County of Los Angeles, California, or via video conference at the arbitrator's discretion. The arbitrator's decision shall be final and binding, and may be confirmed in any court of competent jurisdiction.

14.4 Exceptions

Either party may seek emergency injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm pending arbitration. Claims within the jurisdictional limit of California Small Claims Court may be brought in such court.

14.5 Class Action Waiver

14.6 Governing Law

These Terms are governed by the laws of the State of California, without regard to its conflict of laws principles. The Federal Arbitration Act governs the interpretation and enforcement of the arbitration provisions in this Section.

15. General Provisions

15.1 Entire Agreement — These Terms, together with the Privacy Policy and any applicable Order Form or Organizational Agreement, constitute the entire agreement between you and Carculus Automotive LLC regarding the Platform.

15.2 Modifications — We reserve the right to modify these Terms at any time. Material changes will be communicated via email at least 14 days before taking effect. Continued use of the Platform after the effective date constitutes acceptance.

15.3 Severability — If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary, and the remaining provisions shall remain in full force.

15.4 Waiver — Our failure to enforce any provision shall not constitute a waiver of our right to enforce that provision in the future.

15.5 Assignment — You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or asset sale.

15.6 Force Majeure — We shall not be liable for delays caused by circumstances beyond our reasonable control.

15.7 No Third-Party Beneficiaries — These Terms are for the sole benefit of you and Carculus Automotive LLC.

15.8 Notices — Notices to us must be sent to legal@blueskydealer.com or by mail to Carculus Automotive LLC, 700 Larkspur Landing Cir, Larkspur, CA 94939. Notices to you will be sent to your registered email address.

16. Contact Information

Carculus Automotive LLC — Blue Sky Dealer Legal

700 Larkspur Landing Cir, Larkspur, CA 94939

Email: legal@blueskydealer.com

Website: www.blueskydealer.com

State of Formation: California