Master Services Agreement
Version 1.4 | Last Updated: September 14, 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.
4.1 Transaction Fees and Collection Method
Transaction-based fees are collected in one of two ways, as stated in the applicable Order Form:
- Deducted at settlement — withheld from the funds settled to Customer for that transaction; or
- Invoiced — settled to Customer in full, with the corresponding fees billed to Customer on the invoice for that billing period.
Where fees are invoiced, Tuxedo Drive may pay the underlying payment-processing costs for those transactions at the time they occur and recover them from Customer on the subsequent invoice. Amounts so advanced are owed by Customer whether or not Customer has been paid by any third party.
Subscription fees are billed in advance for the coming period. Transaction-based fees, pass-through amounts and any incident-based charges are billed in arrears for the period just ended.
4.2 Security Deposit
Tuxedo Drive may require Customer to provide a refundable security deposit, in an amount not exceeding the fees Tuxedo Drive reasonably estimates for one billing period. Tuxedo Drive may require, increase or waive a deposit — including waiving it entirely — based on Customer’s payment history.
A deposit is not a prepayment of fees and does not reduce amounts owed. Tuxedo Drive may apply it to amounts past due. Tuxedo Drive will return any unapplied balance within thirty (30) days after termination of this Agreement, provided no amounts remain outstanding. No interest accrues on a deposit.
4.3 Election to Deduct at Settlement
Where fees are invoiced under Section 4.1 and Customer has an amount past due, Tuxedo Drive may, on ten (10) days’ written notice, change Customer’s collection method to deduction at settlement for some or all transaction types.
This election changes when fees are collected, not how much Customer owes. The rates in the applicable Order Form are unchanged. Customer should expect the amounts settled to Customer per transaction to decrease correspondingly, and the invoiced amount for those transactions to cease.
Tuxedo Drive will return Customer to invoiced collection within one billing period after all past-due amounts are paid, unless Customer requests otherwise.
4.4 Suspension for Non-Payment
Tuxedo Drive may suspend the Service where an amount remains unpaid thirty (30) days after its due date, on ten (10) days’ written notice.
Before suspending, Tuxedo Drive will first exercise its election under Section 4.3 where that election is available and would address the amounts owed. Suspension is intended as a remedy of last resort, because it prevents Customer from serving its own customers.
Suspension does not affect Customer’s Stripe connected account, Customer’s own funds, or Customer’s obligations for amounts already incurred. Tuxedo Drive will restore the Service promptly once all past-due amounts are paid.
Nothing in this Section limits Tuxedo Drive’s rights under Section 10.
4.5 Two-Tier Pricing, Signage, and Disclosure
Where Customer elects two-tier pricing, the Service computes and presents a lower price for cash and debit transactions and a higher price for credit transactions, and generates receipt language describing the difference as a discount.
Customer is the seller of record and is solely responsible for its own price disclosure. This includes posting, maintaining, and keeping accurate all signage at the point of sale, and ensuring that its signage, advertising, and menu displays comply with applicable law governing price disclosure, including New York General Business Law Section 518 and any applicable municipal rule. Customer acknowledges that its posted prices must disclose the price a customer will actually be charged.
Tuxedo Drive may supply sample signage, artwork, or receipt language as a convenience. Any such material is provided for Customer’s reference only, is not legal advice, and does not transfer responsibility for compliance to Tuxedo Drive. Customer is responsible for having its own counsel review its price disclosure.
Customer represents and warrants that its price disclosure and signage accurately reflect the pricing the Service is configured to charge, and that Customer will update them promptly when it changes that configuration. Customer will indemnify Tuxedo Drive under Section 13 for any claim, penalty, or proceeding arising from Customer’s price disclosure, signage, or failure to maintain either.
Customer will not describe the difference between the two prices as a surcharge, a fee, or a charge for using a card, in signage, advertising, or otherwise.
Fees are processed by a third-party payment processor. Tuxedo Drive is not responsible for a processor outage, error, or delay, and Customer’s payment method is subject to that processor’s own terms.
Tuxedo Drive may change payment processors at any time without notice. A change in payment processor does not change amounts owed, collection method, or any other term of this Agreement.
Payouts to Customer are made through Stripe, Inc. (“Stripe”) under Tuxedo Drive’s Stripe Connect platform integration. By receiving payouts through the Service, Customer becomes a Stripe connected account and agrees to the Stripe Connected Account Agreement, which is incorporated into this Agreement by reference. Stripe’s processing of Customer’s information is governed by Stripe’s Privacy Policy.
Where Customer opts into a third-party business service integration (for example, advertising spend managed through the Service), amounts owed to the third-party provider are billed either (a) directly by that provider to Customer, or (b) by Tuxedo Drive to Customer as a pass-through fee, as specified in the applicable Order Form or integration terms. Where Tuxedo Drive bills such amounts, Tuxedo Drive remits them to the third-party provider on Customer’s behalf and does not mark them up as its own fee.
Where Tuxedo Drive manages a Google Ads campaign on Customer’s behalf, Tuxedo Drive will state, in the applicable Order Form or invoice, the breakdown between amounts charged by Google for advertising and any separate management fee charged by Tuxedo Drive, and will provide Customer’s Google Ads Customer ID upon request. Customer may review Google’s disclosure on working with third parties at support.google.com/adspolicy/answer/6086450.
4.6 Dispute Fees
Where a card issuer or bank charges a dispute fee and the dispute is resolved in Customer’s favor, that fee is charged to the member. Where it cannot be charged to the member, Customer is responsible for the fee. Tuxedo Drive does not absorb dispute fees.
4.7 Taxes
The Service may calculate and collect sales tax as part of a transaction. Customer is solely responsible for remitting collected tax to the applicable taxing authority, for the accuracy of its own tax registration and jurisdiction settings, and for its own tax compliance. Tuxedo Drive is not responsible for Customer’s tax remittance or compliance.
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.
5.4 Business Service Integrations
Where Customer opts into a business service integration (for example, an advertising or accounting platform), Tuxedo Drive may act with a third-party provider on Customer’s behalf — either through an account Customer connects, or, where Customer has not connected an account of its own, using business information Customer supplies (such as a business name, address, or listing identifier) — solely to provide the integration Customer has requested.
5.5 Facility Cameras and Automated Analysis
Customer may deploy cameras and sensors at its facility. Tuxedo Drive may use them to provide license plate recognition, vehicle condition and damage analysis, decal-based marketing detection, and related automated processing, as described in the Tuxedo Drive Privacy Policy. Customer is responsible for deploying cameras and sensors in compliance with applicable law and for providing its customers any notice that applicable law requires. Customer will indemnify Tuxedo Drive under Section 13 for any claim, penalty, or proceeding arising from Customer’s failure to provide required notice.
5.6 Law Enforcement Requests
Customer will not voluntarily provide facility camera footage, license plate data, or vehicle information to law enforcement absent a valid warrant, and will refer any such request to Tuxedo Drive. This does not limit Customer’s own obligation to comply with a valid warrant, subpoena, court order, or other binding legal process directed to Customer.
5.7 Insurance and Claims
Where a vehicle damage claim or dispute involves a member’s vehicle, Tuxedo Drive and Customer may share relevant Customer Data — including vehicle condition records, images, and video — with an insurance company, claims adjuster, or other party involved in resolving that claim or dispute.
5.8 Owner-Composed Marketing Communications
Where the Service offers Customer tools to compose and send its own marketing communications — including email campaigns and text message campaigns — Customer represents and warrants that it holds valid consent for every phone number and email address it targets, including any list Customer imports into the Service, and that its communications comply with applicable law.
Customer is the sender of record. For purposes of the Telephone Consumer Protection Act, CAN-SPAM Act, and applicable carrier and messaging-association rules, Customer — not Tuxedo Drive — is the sender of communications it composes through the Service, and Customer is solely responsible for the content of those communications.
Customer will not use the Service to send content prohibited by wireless carrier or messaging-association rules for application-to-person messaging, including content relating to sex, hate speech, alcohol, firearms, or tobacco.
Tuxedo Drive may throttle, suspend, or refuse to send Customer’s communications, without notice, where Tuxedo Drive determines doing so is necessary to respond to bounce rates, spam complaints, opt-out volume, or carrier or messaging-association filtering thresholds.
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, as well as optional business service integrations such as advertising management.
Such services are billed separately and require mutual written agreement. For advertising management and similar integrations, Tuxedo Drive does not guarantee any level of performance, results, or return, and is not responsible for the availability, decisions, policies, or actions of any third-party provider, including suspension or termination of an account or campaign.
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. If a member submits a privacy request, including a request to delete their information, directly to Customer rather than to Tuxedo Drive, Customer will promptly forward the request to Tuxedo Drive at privacy@tuxedodrive.com rather than acting on it independently.
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, including the Telephone Consumer Protection Act and the CAN-SPAM Act
- Failure to provide required notices or consents
- Customer’s breach of this Agreement
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. DISPUTE RESOLUTION
Any dispute arising out of or relating to this Agreement will be resolved, as Tuxedo Drive elects, either through binding arbitration or in the state or federal courts located in Delaware. Customer consents to the personal jurisdiction and venue of those courts for any dispute Tuxedo Drive elects to bring or defend there.
16. ACCEPTANCE
By executing an Order Form or using the Service, Customer agrees to this Agreement.