Master Services Agreement
Version 1.0 | Last Updated: April 22, 2026
This Master Services Agreement (“Agreement”) is entered into by and between Tuxedo Drive, Inc. (“Tuxedo Drive”) and the customer identified in an applicable Order Form (“Customer”). This Agreement governs Customer’s access to and use of the Tuxedo Drive platform and services.
By executing an Order Form or using the Service, Customer agrees to this Agreement.
1. DEFINITIONS
“Service” means the Tuxedo Drive platform, including software, cloud services, edge devices, AI systems, dashboards, and related features.
“Order Form” means an ordering document specifying pricing, locations, and services purchased.
“Customer Data” means data submitted to or generated through Customer’s use of the Service, including vehicle, transaction, and operational data.
2. ACCESS AND USE
2.1 License
Tuxedo Drive grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service solely for its internal car wash operations during the term of this Agreement.
2.2 Service Delivery
The Service may include cloud-based components and on-site hardware and edge systems. Functionality may depend on Customer’s network, environment, and equipment conditions.
3. USE LIMITATIONS
Customer shall not, and shall not permit any third party to:
- Reverse engineer, copy, or derive the Service or underlying models
- Resell, sublicense, or provide access to the Service
- Use the Service to build competing products
- Interfere with or disrupt system performance
- Bypass pricing, payment processing, or monetization features
- Use outputs (scores, analytics) outside of internal operations
- Use the Service for unlawful or non-car-wash purposes
4. FEES AND PAYMENT
Customer shall pay all fees set forth in the applicable Order Form, including:
- Subscription fees
- Transaction-based fees (if applicable)
- Hardware fees (if applicable)
All fees are non-refundable unless otherwise stated. Tuxedo Drive may suspend the Service for non-payment.
5. DATA RIGHTS
5.1 Customer Data
Customer retains ownership of Customer Data.
5.2 License to Tuxedo Drive
Customer grants Tuxedo Drive a worldwide, non-exclusive license to use Customer Data to:
- Provide and improve the Service
- Perform analytics and benchmarking
- Support operations and troubleshooting
5.3 Aggregated Data
Tuxedo Drive may use, aggregate, anonymize, and commercialize data derived from the Service for:
- Analytics and benchmarking
- Product development
- Advertising and data products
Such data will not identify Customer.
6. CONFIDENTIALITY
Each party agrees to protect the other’s confidential information using reasonable care and not disclose it except as required to perform under this Agreement.
7. TECHNICAL SUPPORT
Tuxedo Drive will provide reasonable technical support, including assistance with setup, configuration, and troubleshooting.
Customer is responsible for maintaining proper internet connectivity, power, and environmental conditions.
Support excludes on-site service, custom development, and third-party issues unless otherwise agreed.
8. ADDITIONAL SERVICES
Tuxedo Drive may offer optional advisory or professional services, including consulting, optimization, or custom work.
Such services are billed separately and require mutual written agreement.
9. SECURITY
Tuxedo Drive will implement commercially reasonable security measures, including:
- Encryption in transit
- Access controls
- Limited personnel access
Customer is responsible for compliance with applicable privacy and data laws, including providing notice where required.
10. TERM AND TERMINATION
This Agreement continues for the term specified in the Order Form.
Either party may terminate for material breach if not cured within 30 days.
Upon termination, Customer’s access to the Service will cease.
11. DISCLAIMER
THE SERVICE IS PROVIDED “AS IS.” TUXEDO DRIVE DISCLAIMS ALL WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
12. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
- TUXEDO DRIVE’S TOTAL LIABILITY SHALL NOT EXCEED AMOUNTS PAID BY CUSTOMER IN THE PRIOR 12 MONTHS
- TUXEDO DRIVE SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES
13. INDEMNIFICATION
Customer shall indemnify Tuxedo Drive for claims arising from:
- Customer’s misuse of the Service
- Violation of laws or regulations
- Failure to provide required notices or consents
14. GENERAL
This Agreement, together with any Order Forms, constitutes the entire agreement.
Tuxedo Drive may update this Agreement from time to time, with changes applying to future Orders.
This Agreement is governed by the laws of the State of Delaware.
15. ACCEPTANCE
By executing an Order Form or using the Service, Customer agrees to this Agreement.