Legal

Master Services Agreement

Version 1.7 | Last Updated: October 27, 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.

The Tuxedo Drive Data Processing Addendum (“DPA”) is incorporated into this Agreement by reference and governs Tuxedo Drive’s processing of personal information on Customer’s behalf. Where this Agreement and the DPA conflict on a data protection matter, the DPA controls.

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.

“Location” means each car wash site listed in an Order Form or added through the Service, whether express exterior, flex-serve, full-service, hand wash, or detail, and whether operated by Customer or by an Operating Entity on Customer’s behalf.

“Operating Entity” means the legal entity that operates a Location and is the seller to that Location’s customers. An Operating Entity may be Customer or an affiliate of Customer.

“Customer Terms” means the Tuxedo Drive Car Wash Customer Terms, and “Terms of Use” means the Tuxedo Drive Terms of Use, each as updated from time to time.

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.

API access. Where the Service gives Customer API keys or webhooks, Customer will keep them confidential, use them only for its own Locations and within the documented limits, and is responsible for everything done with them.

2.3 Locations and Affiliates

Each Location and its Operating Entity is identified in the Order Form or added through the Service. Customer may add a Location through the Service or by a new Order Form, and fees for it begin on activation.

Where Customer owns or manages more than one Location or Operating Entity, Customer: (a) represents that it is authorized to bind each Operating Entity to this Agreement; (b) is responsible for each Operating Entity’s compliance with this Agreement and for amounts it owes, as if it were a party; (c) will keep each Operating Entity’s legal name correct in the Service, so that receipts and enrollment confirmations identify the business that sells to the customer; and (d) will cause each Operating Entity that is not Customer to comply. Tuxedo Drive may treat an instruction from Customer’s authorized user as an instruction of the Operating Entity.

Removing a Location ends fees for it as stated in the Order Form. Section 10.1 applies to that Location’s members and customers.

2.4 Compliance and Licensing

Customer is solely responsible for every license, permit, registration, bond, and insurance policy its Locations and operations require, and for complying with every law that governs its business — including business, car wash, consumer-protection, price-disclosure, sales-tax, labor and employment, gratuity, water-use and discharge, environmental, zoning, and signage requirements of each state and municipality where it operates. Tuxedo Drive provides software. It is not a car wash operator, does not advise on or assure Customer’s compliance, and any sample material it supplies is subject to Section 4.5.

3. USE LIMITATIONS

Customer is responsible for each of its authorized users — including its employees, staff, and contractors who access the Service — for their compliance with this Agreement and the Tuxedo Drive Terms of Use, and for all activity under its accounts. Customer will ensure each authorized user has their own credentials and will promptly remove access when a user leaves or changes role.

Customer shall not, and shall not permit any third party or authorized user 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 any robot, spider, crawler, scraper, script, or other automated means to access the Service or extract data from it, outside of an interface Tuxedo Drive documents for that purpose
  • Attempt to gain unauthorized access to any account, system, or data of another customer, or circumvent any authentication, rate limit, or tenant isolation control
  • 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 in this Agreement, in an Order Form, or in the DPA. Advertising spend is non-refundable once placed, as set out in Section 8.1.

4.1 Transaction Fees and Collection Method

Transaction-based fees are collected by one of the following methods, as Customer elects for each location in the applicable Order Form or through the Service:

  • Deducted at settlement — withheld from the funds settled to Customer for that transaction;
  • Invoiced — settled to Customer in full, with the corresponding fees billed to Customer on the invoice for that billing period; or
  • Two-tier pricing — under Section 4.5, Customer receives the cash and debit price for a credit transaction and the difference is withheld at settlement as Tuxedo Drive’s fee, and fees on cash and debit transactions are invoiced.

Customer may change its election for a location by notice through the Service or in writing. A change takes effect on the first day of the calendar month following notice, applies only to transactions on or after that date, and does not change the rates in the Order Form or any amount already owed.

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.

4.1A Invoices and Payment Terms

Tuxedo Drive issues invoices electronically to the billing contact and address in the Order Form. An invoice is available to Customer through the Service and by email; Tuxedo Drive is not obligated to provide paper invoices.

Due date. Invoiced amounts are due on the date stated in the Order Form or, if none is stated, thirty (30) days after the invoice date. Payment is made by the payment method on file or by another method Tuxedo Drive accepts in writing.

Authorization to charge. Where Customer has a payment method on file, Customer authorizes Tuxedo Drive to charge it for invoiced amounts on or after the due date, and for any past-due amount, without further authorization.

Disputed invoices. Customer may dispute an invoice in good faith by written notice within fifteen (15) days of the invoice date, identifying the specific amounts disputed and the basis for the dispute. Undisputed amounts remain due on the original due date. The parties will work in good faith to resolve a disputed amount promptly. An amount not disputed within that period is deemed accepted, absent manifest error.

Late amounts. A past-due amount accrues interest at the lesser of 1.5% per month, compounded monthly, or the maximum rate permitted by applicable law, from the due date until paid. Customer is responsible for Tuxedo Drive’s reasonable costs of collecting past-due amounts, including reasonable attorneys’ fees. Tuxedo Drive may also exercise its rights under Sections 4.3 and 4.4.

No offset. Customer will pay invoiced amounts in full without setoff, deduction, or counterclaim, except for an amount disputed in accordance with this Section.

Fees are exclusive of taxes. Fees do not include taxes on the Service itself. Customer is responsible for any sales, use, or similar tax imposed on the fees, other than taxes on Tuxedo Drive’s net income.

4.1B Authorization to Collect Automatically

Customer authorizes Tuxedo Drive to collect amounts Customer owes under this Agreement automatically, by any of the following methods, at Tuxedo Drive’s election.

(a) ACH debit. Customer authorizes Tuxedo Drive and its payment processor to initiate ACH debit entries — and any correcting entry — against the bank account Customer designates, for fees, pass-through amounts, chargebacks and disputed amounts, dispute fees, network assessments, and any other amount due under this Agreement. This authorization is Customer’s ACH mandate. It remains in effect until Customer revokes it in writing with at least ten (10) business days’ notice, and revocation does not discharge any amount owed. Customer will keep its designated account funded and will notify Tuxedo Drive promptly of any change to it. Customer is responsible for any return, reversal, or insufficient-funds fee, and Tuxedo Drive may re-present a returned debit.

(b) Card on file. Customer authorizes Tuxedo Drive to charge the payment method on file, as described in Section 4.1A.

(c) Deduction at settlement. Tuxedo Drive may withhold amounts from funds otherwise settling to Customer, as described in Sections 4.1, 4.3, and 4.6.

(d) Setoff and recoupment. Tuxedo Drive may set off any amount Customer owes under this Agreement against any amount Tuxedo Drive owes Customer, including funds held for settlement or payout, and may recover an amount collected in error. Where Customer’s account carries a negative balance, Tuxedo Drive may recover it by any method in this Section.

(e) Stripe balance debit. Customer authorizes Tuxedo Drive to debit Customer’s Stripe balance (its connected account) for any amount owed under this Agreement, including fees, refunds, chargebacks, disputed amounts, and interest. This is Customer’s legally binding consent to those debits.

Notice. Tuxedo Drive will make the amount and basis of each automatic collection visible to Customer through the Service and on the applicable invoice or statement. Except for routine scheduled collections, recurring fees, and amounts already invoiced and past due, Tuxedo Drive will give Customer notice before an extraordinary collection, unless delay would put funds at risk.

Customer’s own collections are separate. This Section governs what Customer owes Tuxedo Drive. It does not authorize Tuxedo Drive to debit Customer’s account for amounts owed to a third party except pass-through amounts expressly provided for in this Agreement or the applicable Order Form.

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 Price Disclosure, Signage, and Two-Tier Pricing

Where Customer elects two-tier pricing, the Service computes and presents two prices: a cash and debit price, and a higher credit price. The Service shows both prices, and each receipt shows the price paid for the payment method used.

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 laws on payment-method pricing and any applicable municipal rule. Customer acknowledges that its posted prices must disclose the price a customer will actually be charged.

Customer is responsible for any notice to its members or customers that a change in its election or its prices requires under applicable law, including automatic renewal law.

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. Customer will post and advertise its prices as plus tax. Under two-price pricing, the credit price is the price a customer pays by credit card, and nothing is added to a posted price at payment except tax.

4.5A Payment Processing and Pass-Through Amounts

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 an advertising campaign on Customer’s behalf, Tuxedo Drive will state, in the applicable Order Form or invoice, the breakdown between amounts charged by the advertising platform for advertising and any separate management fee charged by Tuxedo Drive, and will identify the platform and provide Customer’s account identifier on that platform upon request. Where an advertising platform’s own third-party-management policy requires additional disclosure to Customer, Tuxedo Drive will make it and will identify that platform by name.

4.6 Chargebacks and Disputed Transactions

Customer bears the risk of chargebacks on its own transactions. A chargeback is a decision of the cardholder’s issuing bank, not of Tuxedo Drive or of the payment processor, and neither Tuxedo Drive nor the processor decides its outcome.

Recovery of disputed amounts. When a cardholder disputes a transaction, the disputed amount is withdrawn from the funds available to Customer pending the outcome. Where Stripe debits Tuxedo Drive for a dispute, Tuxedo Drive may recover the disputed amount, and any associated fee, from Customer by transfer reversal, deduction from amounts otherwise payable, debit, or invoice. If the dispute is resolved in Customer’s favor, the amount is returned to Customer. If it is resolved against Customer, the deduction stands and the underlying amount is not owed to Customer.

Reserve. Where Customer’s dispute rate or dispute exposure is materially elevated, Tuxedo Drive may withhold a reasonable reserve from amounts payable to Customer, in an amount proportionate to that exposure, and will release it when the exposure subsides. Tuxedo Drive will notify Customer before establishing a reserve, except where a delay would put funds at risk.

Evidence and deadlines. The Service compiles and submits dispute evidence on Customer’s behalf, including enrollment records, accepted terms, billing history, visit records, and facility imagery. Card networks impose a fixed response window, and a missed window is an automatic loss. Customer will provide any additional information Tuxedo Drive requests promptly and in any event before the deadline Tuxedo Drive communicates. Tuxedo Drive is not liable for a dispute lost because Customer did not respond in time, because the evidence available was insufficient, or because the issuing bank decided against Customer. Where the Service prepares an evidence packet for Customer’s review, Customer decides whether to submit it or concede the dispute, and authorizes Tuxedo Drive to submit it on Customer’s behalf when Customer chooses to submit. Tuxedo Drive does not guarantee that a dispute will be won.

Dispute fees. Customer is responsible for dispute fees charged by a card issuer or bank on a charge made on Customer’s behalf, and they appear on Customer’s Tuxedo Drive invoice. Tuxedo Drive does not absorb dispute fees and does not charge them to members.

Excessive disputes. Card networks impose monitoring programs and penalties on merchants whose dispute rates exceed network thresholds. Customer is responsible for any assessment, fine, or penalty a network or processor imposes as a result of Customer’s dispute rate, and Tuxedo Drive may suspend the Service under Section 4.4 where Customer’s dispute rate puts Tuxedo Drive’s or the processor’s standing at risk.

Refunds. Customer bears every refund of its own transactions. Tuxedo Drive’s fee on a refunded transaction is never returned. Where Tuxedo Drive funds a refund or dispute because Customer’s balance is insufficient, Customer owes that amount and Tuxedo Drive may recover it under Section 4.1B.

Survival. Customer’s obligation for chargebacks, disputed amounts, fees, and penalties survives termination of this Agreement and applies to transactions processed before termination.

4.6A Gift Cards, Prepaid Credit, and Loyalty Liability

Where Customer sells gift cards or prepaid wash credit, or operates a loyalty or rewards program, through the Service:

Customer is the issuer and holds the liability. An unredeemed gift card, prepaid balance, or earned reward is Customer’s obligation to its customer, not Tuxedo Drive’s. Tuxedo Drive provides the software that issues, tracks, and redeems them and does not hold, guarantee, or insure the underlying value.

Customer is responsible for compliance, including any applicable expiration, dormancy-fee, disclosure, cash-redemption, and unclaimed-property or escheat obligation in each state where it sells. Escheat obligations on unredeemed balances are Customer’s.

On termination, outstanding gift cards, prepaid balances, and earned rewards remain Customer’s obligation. Tuxedo Drive will provide Customer an export of outstanding balances, and has no obligation to honor, transfer, or settle them.

Customer will indemnify Tuxedo Drive under Section 13 for any claim, penalty, or proceeding arising from gift cards, prepaid credit, or loyalty rewards Customer issues.

4.6B Review Solicitation

Where Customer uses the Service to solicit reviews or to offer an incentive in connection with a review, Customer will comply with applicable law and with the rules of the platform on which the review is posted, including the Federal Trade Commission’s rule on consumer reviews and testimonials.

Customer specifically will not: condition an incentive on a review being positive; require a specific rating or sentiment; suppress, filter, or selectively solicit reviews based on anticipated sentiment; or write, edit, or direct the content of a customer’s review. Customer will ensure that any required disclosure of an incentive is made.

Verifying that a review was posted is permitted; deciding based on what it says is not. Where Customer’s staff confirms a review exists before issuing an incentive, Customer will issue the incentive regardless of the review’s rating, sentiment, or content, and will train its staff accordingly. Declining or delaying an incentive because a review was unfavorable is a breach of this Section.

Tuxedo Drive configures the Service so that an incentive it issues is not contingent on sentiment. Customer is responsible for how it uses the Service and will indemnify Tuxedo Drive under Section 13 for any claim, penalty, or proceeding arising from its review solicitation practices.

4.7 Merchant of Record and Taxes

Customer is the merchant of record for each transaction processed through the Service, including as the settlement merchant on Stripe destination charges, and bears all fees and refunds on it. Under two-tier pricing, the taxable sale is the credit price charged; Tuxedo Drive’s fee withheld at settlement does not reduce it. 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. Customer is also responsible for confirming the tax treatment of each service, add-on, retail item, and gift card it sells and the rates and exemptions that apply at each Location, and for collecting, validating, and retaining any exemption or resale certificate a customer gives it. Tuxedo Drive does not verify exemption certificates. 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

This license is exercised subject to the DPA. To the extent Customer Data contains personal information, Tuxedo Drive uses it as a service provider under the DPA, does not sell or share it, and does not disclose one customer’s personal information to another customer except as deidentified or aggregated data.

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, its members, or its customers. Tuxedo Drive will maintain this data in deidentified form, will not attempt to reidentify it, and will contractually obligate recipients not to reidentify it, as set out in the DPA.

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.

5.4A Customer’s Own Terms and Policies

Customer may publish its own rules, policies, terms, or conditions to its customers, at its facility, on its own website, on signage, on receipts, or in its marketing materials and promotional offers. Customer is solely responsible for them, including their accuracy, their legality, and their enforcement.

Customer will not publish terms that conflict with the Tuxedo Drive Car Wash Customer Terms or Terms of Use on a matter the Service handles — enrollment, billing, renewal, cancellation, automatic renewal disclosure, or handling of account and vehicle data — or that purport to bind Tuxedo Drive, to create an obligation of Tuxedo Drive to any third party, or to represent that Tuxedo Drive provides wash services or is responsible for Customer’s services. Customer’s terms may be more generous to its customers than the Customer Terms.

Tuxedo Drive does not draft, review, approve, or monitor Customer’s own terms, and does not adopt them. Customer will indemnify Tuxedo Drive under Section 13 for any claim arising from Customer’s own terms or from a conflict between them and the Tuxedo Drive agreements.

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.

Cameras record video, and video and images are retained. Part of the Service runs on equipment at Customer’s facility, which records and stores video and images locally and performs automated analysis on the premises, including generative AI inference. Video and images are also transmitted to Tuxedo Drive’s cloud environment and to sub-processors for storage and analysis. Customer is responsible for the physical security of on-site equipment and of its premises, and for any copy of footage Customer retains on its own systems, including its retention and disclosure. Where Customer’s facility records audio, Customer is responsible for determining whether applicable law permits it and for providing any required notice or obtaining any required consent. 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.

5.5A Bans Are Not Shared

A refusal of service or ban that Customer issues belongs to Customer. Tuxedo Drive does not share it with other Tuxedo Drive customers, and Customer does not receive refusals or bans issued by other customers. Customer is solely responsible for the accuracy of its own refusal and ban records and for its decisions to act on them. Section 4A of the DPA governs fraud and misuse signals.

5.5B Workforce Features and Automated Voice

Where Customer uses workforce features, Customer is the employer of record and is solely responsible for wage and hour, timekeeping, payroll, recordkeeping, and notice obligations to its own staff.

Where Customer enables an automated voice agent, Customer is responsible for determining whether applicable state law permits call recording, requires all-party consent, or requires disclosure that the caller is interacting with an automated system, and for enabling the disclosure and consent functionality the Service provides. Customer will indemnify Tuxedo Drive under Section 13 for any claim arising from its failure to do so.

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.

Customer owns damage claims. As between Tuxedo Drive and Customer, Customer is solely responsible for the condition and operation of its wash equipment and facility, and for receiving, investigating, and resolving every claim of damage to a member’s or customer’s vehicle or property arising at Customer’s facility. Tuxedo Drive has no responsibility for such claims, and Customer will indemnify Tuxedo Drive under Section 13 for any claim, proceeding, or penalty arising from them.

Customer will handle damage claims consistently with the Car Wash Customer Terms. Customer will accept damage reports made before the vehicle leaves the property, investigate and respond within the period stated in the Tuxedo Drive Car Wash Customer Terms, and will not represent to a member that Tuxedo Drive is responsible for, or will decide, a damage claim.

Insurance. Customer will maintain commercial general liability and garagekeepers or equivalent coverage in amounts customary for its business, and will provide a certificate of insurance on Tuxedo Drive’s reasonable request.

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.

5.9 Customer-Facing Operations

Customer decides which services, plans, prices, and policies to offer through the Service — express exterior, full-service, hand wash, detail, memberships, prepaid plans, commercial and for-hire plans, fleet programs, and gift cards — and is the seller and service provider for each. For them, Customer will:

(a) Customer Terms. Make the Customer Terms available to its customers: keep enabled the links the Service shows in emails, receipts, and online enrollment and checkout pages, and post at each Location, where customers pay, a notice that the Customer Terms apply, with a link or QR code to them.

(b) Refund and return policy. Post any refund or return policy that applicable law requires to be posted, and honor the policy it posts, consistent with the Customer Terms.

(c) Cash and payment acceptance. Comply with any law that requires it to accept cash or that limits a higher price for cash, and configure its lanes, kiosks, and the Service accordingly.

(d) Staff. Train its staff on the Customer Terms and on its own policies. Customer is responsible for what its staff say and do, and for making sure staff do not change or waive the Customer Terms, or promise a refund or compensation, except as Customer authorizes.

(e) Full-service and detail. Where staff drive or work inside a customer’s vehicle, Customer is responsible for custody of vehicles and keys, for using trained, licensed, and insured staff, for the safekeeping of customers’ personal property, and for the coverage required by Section 5.7. Customer is responsible for how gratuities are collected, paid out, and reported as applicable law requires, and for what it tells customers about them. Tuxedo Drive does not hold or distribute gratuities unless an Order Form says so.

(f) Commercial, for-hire, and fleet. Where Customer offers them, Customer determines which vehicles are eligible, the usage limits, and the pricing. Where Customer bills a fleet by invoice, Customer is the creditor, bears the credit and collection risk, and is responsible for obtaining, validating, and retaining any exemption or resale certificate. Tuxedo Drive is not a party to a fleet account and does not guarantee a fleet’s payment.

(g) Recurring plans. Comply with automatic renewal law for its memberships and prepaid plans, including disclosure, consent, reminders, cancellation methods, and any particular form of notice the law requires, such as written notice by mail. The Service provides standard notices and cancellation paths. Customer will keep them enabled and will not configure a lesser disclosure or a harder way to cancel than the Customer Terms describe.

(h) Account messages. Customer authorizes the Service to send account, billing, and renewal messages on its behalf, will use the consent capture the Service provides, and will honor opt-outs. Section 5.8 applies to messages Customer composes.

(i) Imported members. Where Customer moves members or data in from another system, Customer represents that it has the right to do so, will give members the notice and obtain the agreement applicable law and the Customer Terms require, including signing the Customer Terms again at or before first renewal where the Service asks, and will honor any price it has told a member will apply.

(j) Referral rewards. Where Customer offers referral rewards to its own customers through the Service, Customer is the sponsor, bears the cost of the rewards it offers, and authorizes the Service to apply them and to reverse them where the purchase that earned them is refunded.

(k) User notifications. Customer’s authorized users, including owners, managers, and staff, may receive notifications from the Service by email, text message, and push notification. Customer will tell each user and will honor each user’s opt-out. A user can stop text messages by replying STOP.

Customer will indemnify Tuxedo Drive under Section 13 for any claim, penalty, or proceeding arising from Customer’s operations, services, or staff, or from its failure to do what this Section requires.

5.10 Referral Programs

Tuxedo Drive may offer Customer credit for referring other car wash businesses. Credit has no cash value, is not transferable, applies only against fees Customer owes Tuxedo Drive, and may be withheld or reversed for self-referral, duplicate or fraudulent referrals, or if the referred business does not become a paying customer. The terms stated when a credit is offered also apply.

5.11 Customer Settlement and Release Forms

Where Customer offers a customer a refund, credit, or other resolution through the Service, the Service can present one of the five forms in Exhibit A for the customer to sign. Customer is the “Car Wash” party to each form. Tuxedo Drive is a released party under the forms but is not a party to the settlement. Customer:

(a) decides whether to offer a resolution and on what terms, and bears the cost of it as Section 4.6 provides;

(b) will not change a form, or present its own substitute as a Tuxedo Drive form;

(c) will keep its legal name correct in the Service, because each form uses it, as Section 2.3 provides; and

(d) remains responsible for any settlement terms it agrees to outside the Service.

The forms are in English only. A customer sees a form only when signing it. The Service saves the signed text, the signature, the date, and the version, so either party can reproduce what was agreed. Tuxedo Drive may update the forms. A new version applies to forms signed after the update, and Exhibit A shows the current forms. Tuxedo Drive does not advise Customer on whether to offer a settlement or whether a release will be enforced, and Customer should have its own counsel review the forms.

6. CONFIDENTIALITY

Each party (the “Recipient”) will protect the other party’s (the “Discloser’s”) non-public business, technical, and financial information that is marked confidential or that a reasonable person would understand to be confidential (“Confidential Information”) using at least reasonable care, will use it only to perform or receive the Service, and will disclose it only to its employees, contractors, and advisors who need it and are bound by similar duties.

Confidential Information does not include information that is or becomes public through no fault of the Recipient, that the Recipient already knew or independently developed, or that the Recipient rightfully received from a third party without restriction. The Recipient may disclose Confidential Information where law, subpoena, or court order requires it, after giving the Discloser prompt notice where the law allows. These obligations last for the term of this Agreement and for three (3) years after it ends, and, for a trade secret, for as long as it remains one. Customer Data is governed by Section 5 and the DPA.

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.

8.1 Advertising Services

Where Customer uses the Service to create, manage, or fund advertising:

Advertising authorization. Where Customer authorizes advertising through the Service, Customer also signs the advertising authorization the Service presents, which states the platform, budget, and permissions Customer grants. Its terms apply together with this Section. Where they differ on the scope of what Customer has authorized for a campaign, the signed authorization controls for that campaign.

Platform terms. Advertising is placed on third-party advertising, search, mapping, and business-listing platforms. Customer’s advertising is subject to each platform’s own terms, advertising policies, and privacy policy, and to that platform’s editorial and approval decisions. Customer is responsible for compliance with them. Tuxedo Drive is not responsible for a platform’s rejection, suspension, or removal of an advertisement, campaign, or account.

Ad spend. Customer authorizes Tuxedo Drive to commit advertising spend on Customer’s behalf up to the budget stated in the Order Form or configured by Customer in the Service, and to bill that spend as a pass-through amount under Section 4.5A or to have the platform bill Customer directly. Advertising spend is not refundable once placed. Customer remains responsible for spend committed before it changes or cancels a campaign, and for spend a platform bills directly.

Content and claims. Customer is the advertiser of record. Customer is responsible for the accuracy and legality of its advertising, including any price, offer, discount, guarantee, or comparative claim, and for honoring every offer it advertises. Where the Service generates suggested advertising copy or creative using artificial intelligence, that output is a draft for Customer’s review. Customer is responsible for reviewing it before it runs, and Tuxedo Drive does not warrant that generated copy is accurate, substantiated, or compliant with a platform’s policies or applicable advertising law.

Audience targeting. Customer will not direct Tuxedo Drive to target advertising using a protected characteristic, a sensitive personal information category, or any audience or data source Customer is not permitted to use. Where Customer supplies or directs the use of its own customer list or audience data, Customer represents that it has the rights and consents necessary for that use.

No performance guarantee. As stated in Section 8, Tuxedo Drive does not guarantee any level of performance, results, return, impressions, clicks, or new customers.

Customer will indemnify Tuxedo Drive under Section 13 for any claim, penalty, or proceeding arising from Customer’s advertising, its content, its targeting, or its use of any advertising platform.

8.2 Identity Resolution and Audience Building

Tuxedo Drive may offer a capability that matches a vehicle observed at Customer’s facility to a marketing profile of the vehicle’s owner or household, sourced from a commercial marketing data provider, and builds a marketing audience from it. Where offered, it is a separately agreed service that Customer elects, and the following apply:

  • Tuxedo Drive does not source personal information from motor vehicle records.
  • Tuxedo Drive honors consumer opt-outs, including recognized opt-out preference signals, before a consumer’s information is used this way.
  • Sensitive personal information categories are not used to build or target an audience.
  • Customer will provide at its facility any notice applicable law requires, will not use a resulting audience for any decision about credit, insurance, employment, or housing, and will comply with applicable law governing marketing to the resulting contacts, including the Telephone Consumer Protection Act and the CAN-SPAM Act.
  • Customer will indemnify Tuxedo Drive under Section 13 for its own use of any audience or contact information the capability produces.

9. SECURITY

Tuxedo Drive will implement commercially reasonable security measures. Security obligations, incident notification, sub-processors, audit rights, and data return and deletion are set out in Sections 5 through 9 of the DPA, which are the authoritative statement of those measures. Tuxedo Drive may change its security measures provided it does not materially reduce the overall level of protection.

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.

Tuxedo Drive may suspend or terminate this Agreement or a Location on notice where Customer operates unlawfully, commits fraud, or puts Tuxedo Drive’s or its payment processor’s standing with a card network or regulator at risk.

Upon termination, Customer’s access to the Service will cease, subject to Section 10.1.

10.1 Effect of Termination; Wind-Down and Members

When this Agreement or a Location’s Order Form ends, Tuxedo Drive stops processing recurring membership billing for the affected Locations on the effective date, unless the parties agree in writing to a transition period. Customer is solely responsible to its members and customers for:

  • notice that service is ending, which Customer will give at least thirty (30) days ahead where practicable. Tuxedo Drive will make a notice template available and, at Customer’s request, send the notice through the Service;
  • refunds owed to members under the Customer Terms, including the prorated refund of any prepaid six- or twelve-month term remaining after access ends;
  • gift cards, prepaid balances, and rewards, as set out in Section 4.6A; and
  • requests members make about their own information, which Customer will forward as Section 9 describes.

Tuxedo Drive will make available to Customer for thirty (30) days after the effective date an export of Customer Data, including the membership roster, balances, and billing history. The DPA governs return and deletion of personal information. Amounts owed remain due.

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

NOTHING IN THIS AGREEMENT LIMITS EITHER PARTY’S LIABILITY FOR FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, OR ANY LIABILITY THAT APPLICABLE LAW DOES NOT ALLOW TO BE LIMITED.

13. INDEMNIFICATION

Customer shall defend and indemnify Tuxedo Drive against any claim, penalty, fine, or proceeding, including reasonable attorneys’ fees, 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

Tuxedo Drive will give Customer prompt notice of a claim, provided that a delay relieves Customer only to the extent it is prejudiced. Customer controls the defense with counsel reasonably acceptable to Tuxedo Drive, and Tuxedo Drive may participate at its own expense. Customer will not settle a claim in a way that imposes an obligation or admission on Tuxedo Drive without Tuxedo Drive’s written consent.

14. GENERAL

This Agreement, together with any Order Forms and Exhibit A, constitutes the entire agreement.

Tuxedo Drive may update this Agreement from time to time, with changes applying to Order Forms signed, and renewals that begin, after the update. A change that would materially reduce Customer’s rights during a current term applies only after notice to Customer and from the next renewal.

This Agreement is governed by the laws of the State of Delaware.

Force Majeure. Neither party is liable for any delay or failure to perform, other than an obligation to pay, caused by an event beyond its reasonable control — including acts of God, severe weather, fire, flood, earthquake, epidemic or pandemic, war, terrorism, civil unrest, labor dispute, government order, utility or telecommunications failure, or the failure of a third-party payment processor, carrier, or hosting provider.

Time Limit for Claims. To the fullest extent permitted by applicable law, any claim arising out of or relating to this Agreement must be brought within one (1) year after the claim accrues, or it is permanently barred.

Notices. Notices must be in writing and sent to the addresses in the applicable Order Form, or by email to the address on file for the party’s account, and are effective on receipt.

Assignment. Customer may not assign this Agreement without Tuxedo Drive’s prior written consent, except to a successor in a merger or sale of substantially all of its assets. Tuxedo Drive may assign this Agreement freely.

Severability and Waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary to be enforceable, or severed, and the remaining provisions stay in effect. A failure or delay in exercising any right is not a waiver of it.

Governing Language. This Agreement is written in English. If a translation is made available for convenience, the English version controls in the event of any conflict or difference in meaning.

Construction. This Agreement will not be construed against either party as the drafter.

Survival. Section 4 (as to amounts accrued or owed), Sections 5 (Data Rights), 6 (Confidentiality), 10.1 (Effect of Termination), 11 (Disclaimer), 12 (Limitation of Liability), 13 (Indemnification), 14 (General), and 15 (Dispute Resolution) survive termination or expiration of this Agreement.

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.

EXHIBIT A: CUSTOMER SETTLEMENT AND RELEASE FORMS

Forms version 1.0. These are the five forms the Service presents for a customer to sign when Customer offers a refund, credit, or other resolution, as described in Section 5.11. Customer is the “Car Wash” in each form. Bracketed items are filled in by the Service for each signing. The forms are in English only. A customer sees a form only when signing it.

A.1 Settlement and Release Agreement: Wash

This Settlement and Release Agreement (this “Release”) is entered into on [date signed] by [car wash legal name] (the “Car Wash”) and the undersigned customer (“Motorist”) for the vehicle bearing license plate [license plate] (the “Vehicle”).

  1. Settlement. The Car Wash will [refund or other settlement] (the “Settlement”) for the wash purchased for the Vehicle on [date and time of service] (the “Purchase”).
  2. Release. In exchange for the Settlement, Motorist releases and forever discharges the Car Wash, Tuxedo Drive, and their respective owners, employees and agents (the “Released Parties”) from all claims, demands, damages and liabilities of any kind, known or unknown, arising out of or relating to the Purchase, the Vehicle’s visits to the Car Wash, or any other dealings between Motorist and the Car Wash on or before the date of this Release, including any claim for damage to the Vehicle or other property or for personal injury, whether or not any such claim exists (the “Released Claims”).
  3. No Other Claims. Motorist will not bring, or help anyone else bring, any lawsuit, arbitration, complaint or card-issuer or bank dispute against any Released Party based on a Released Claim.
  4. No Admission. This Release does not admit that any claim exists and is not an admission of liability by any Released Party.
  5. Authority. Motorist represents that Motorist owns the Vehicle or is authorized by its owner to enter into this Release.
  6. Entire Agreement. This Release is the entire agreement between the parties regarding the Released Claims and fully and finally resolves them. It may be signed electronically.

A.2 Settlement and Release Agreement: Vehicle Damage Claim

This Settlement and Release Agreement (this “Release”) is entered into on [date signed] by [car wash legal name] (the “Car Wash”) and the undersigned owner or authorized driver (“Motorist”) of the vehicle bearing license plate [license plate] (the “Vehicle”).

  1. Claim. Motorist has made a claim of damage to the Vehicle in connection with its visit to the Car Wash on [date and time of service] (the “Claim”).
  2. Settlement. The Car Wash will [refund or other settlement] (the “Settlement”) in full and final settlement of the Claim.
  3. Release. In exchange for the Settlement, Motorist releases and forever discharges the Car Wash, Tuxedo Drive, and their respective owners, employees and agents (the “Released Parties”) from the Claim and from all other claims, demands, damages and liabilities of any kind, known or unknown, arising out of or relating to the Vehicle’s visits to the Car Wash or any other dealings between Motorist and the Car Wash on or before the date of this Release, including any claim for damage to the Vehicle or other property or for personal injury, whether or not any such claim exists (together with the Claim, the “Released Claims”).
  4. No Other Claims. Motorist will not bring, or help anyone else bring, any lawsuit, arbitration, complaint, insurance claim or card-issuer or bank dispute against any Released Party based on a Released Claim.
  5. No Admission. This Release does not admit that the Claim or any other claim is valid and is not an admission of liability by any Released Party.
  6. Authority. Motorist represents that Motorist owns the Vehicle or is authorized by its owner to enter into this Release, and that Motorist has not assigned or transferred the Claim to anyone, including an insurer.
  7. Entire Agreement. This Release is the entire agreement between the parties regarding the Released Claims and fully and finally resolves them. It may be signed electronically.

A.3 Payment Correction Acknowledgment

This Payment Correction Acknowledgment (this “Acknowledgment”) is entered into on [date signed] by [car wash legal name] (the “Car Wash”) and the undersigned customer (“Customer”).

  1. Correction. The Car Wash will [refund or other settlement] to correct the amount charged for Customer’s purchase on [date and time of service] (the “Correction”).
  2. Confirmation. Customer confirms that, after the Correction, Customer has paid the correct amount for that purchase.
  3. Entire Agreement. This Acknowledgment is the entire agreement between the parties regarding the Correction and may be signed electronically.

A.4 Settlement and Release Agreement: Membership Charges

This Settlement and Release Agreement (this “Release”) is entered into on [date signed] by [car wash legal name] (the “Car Wash”) and the undersigned member (“Motorist”) of the [membership plan] membership for the vehicle bearing license plate [license plate] (the “Membership”).

  1. Resolution. The Car Wash will provide Motorist with [refund or other resolution] (the “Resolution”).
  2. Membership Status. [what happens to the membership]
  3. Release. In exchange for the Resolution, Motorist releases and forever discharges the Car Wash, Tuxedo Drive, and their respective owners, employees and agents (the “Released Parties”) from all claims, demands, damages and liabilities of any kind, known or unknown, arising out of or relating to the Membership, any charge billed under it on or before [date signed] (the “Charges”), the vehicle’s visits to the Car Wash, or any other dealings between Motorist and the Car Wash on or before the date of this Release, including any claim for damage to the vehicle or other property or for personal injury, whether or not any such claim exists (the “Released Claims”). Motorist acknowledges that the Charges were authorized under the Membership terms.
  4. No Other Claims. Motorist will not bring, or help anyone else bring, any lawsuit, arbitration, complaint or card-issuer or bank dispute against any Released Party based on a Released Claim, including any reversal of the Charges.
  5. No Admission. This Release does not admit that any claim exists and is not an admission of liability by any Released Party.
  6. Entire Agreement. This Release is the entire agreement between the parties regarding the Released Claims and fully and finally resolves them. It may be signed electronically.

A.5 Return Acknowledgment and Release: Unopened, Unused Items

This Return Acknowledgment and Release (this “Acknowledgment”) is entered into on [date signed] by [car wash legal name] (the “Car Wash”) and the undersigned customer (“Customer”).

  1. Return. The Car Wash will refund Customer [refund amount] in exchange for the return of items from Customer’s purchase of [returned items] made on [purchase date] (the “Items”).
  2. Condition. Customer confirms the Items are unopened and unused.
  3. Release. In exchange for the refund, Customer releases and forever discharges the Car Wash, Tuxedo Drive, and their respective owners, employees and agents (the “Released Parties”) from all claims, demands, damages and liabilities of any kind, known or unknown, arising out of or relating to the Items, Customer’s visits to the Car Wash, or any other dealings between Customer and the Car Wash on or before the date of this Acknowledgment, including any claim for damage to property or for personal injury, whether or not any such claim exists (the “Released Claims”).
  4. No Other Claims. Customer will not bring, or help anyone else bring, any lawsuit, arbitration, complaint or card-issuer or bank dispute against any Released Party based on a Released Claim.
  5. No Admission. This Acknowledgment does not admit that any claim exists and is not an admission of liability by any Released Party.
  6. Entire Agreement. This Acknowledgment is the entire agreement between the parties regarding the Items and the Released Claims and fully and finally resolves them. It may be signed electronically.