LinUs Integration Terms and Conditions

1Definitions

“Approved Purpose”

The single, specific use of LinUs Data that is described in Schedule 1 of the Participation Form and approved by ARC in writing. Any use not described there is outside the Approved Purpose.

“ARC Data”

All data made available through LinUs other than raw Dealer Data, including composites, benchmarks, averages, rankings, peer-group comparisons, key performance indicators, calculated fields, account mappings, report structures, formatting, and any data derived from multiple dealers.

“Authorized Dealer”

An automotive dealership that is both a LinUs subscriber and a customer of Provider, and that has given a current Dealer Authorization permitting Provider to access its data through the LinUs API.

“Certification”

ARC’s review and approval of Provider, the Provider Product, and the Provider Integration, as described in Section 2.

“Competing Product”

Any product or service that offers dealer financial composites, financial statement benchmarking, peer-group or performance-group comparisons, 20 Group services, or dealer financial analysis that is substantially similar to, or that would substitute for, LinUs or ARC’s Executive 20 Group programs.

“Dealer Authorization”

An Authorized Dealer’s explicit, written permission, given through LinUs or in another form ARC accepts, for Provider to access specified Integration Modules for that dealer’s rooftop(s).

“Dealer Data”

An individual Authorized Dealer’s own financial statement and operating data as it exists in LinUs.

“Derived Data”

Any data, model, report, statistic, or work product that is created from, or that incorporates, reflects, or is calculated using, LinUs Data.

“Documentation”

The API specifications, credentials, endpoints, field definitions, data dictionaries, and other technical materials ARC provides for the LinUs API.

“Integration Modules”

The LinUs API modules described in Exhibit A that Provider selects on the Participation Form.

“LinUs”

ARC’s proprietary dealer financial composite, benchmarking, and performance platform, including the LinUs API, its software, databases, methodology, and all improvements.

“LinUs API”

The application programming interface through which ARC makes Integration Modules available to certified providers.

“LinUs Data”

All ARC Data and all Dealer Data made available to Provider through the LinUs API.

“Participation Form”

The ordering document signed by Provider and accepted by ARC that identifies the Provider Product, the selected Integration Modules, the Approved Purpose, and the Fees.

“Provider Integration”

The connection between the Provider Product and the LinUs API, as certified by ARC.

“Provider Product”

Each product or system of Provider identified in Schedule 1 of the Participation Form. Each listed product is a separate Provider Product for fee purposes.

“Submitted Data”

Data that Provider transmits into LinUs through the Data Submission module on behalf of an Authorized Dealer.

“Security Incident”

Any actual or reasonably suspected unauthorized access to, use of, or disclosure of LinUs Data, API credentials, or the systems that store or process them.

“Customer Information”

“Customer information” as defined in the FTC Standards for Safeguarding Customer Information, 16 C.F.R. § 314.2.

2Program and Certification

2.1Initial Certification

Before receiving production access, Provider must complete ARC’s Certification process. Certification may include a review of Provider’s business, ownership, intended use, security practices, and the Provider Product, and testing of the Provider Integration in an ARC test environment. ARC may approve, condition, or decline Certification in its sole discretion.

2.2Recertification

ARC may require Provider to recertify at any time, including after a change to the Provider Product, a change in Provider’s ownership, a Security Incident, or a material change to the LinUs API. ARC may suspend the Provider Integration until recertification is complete.

2.3Development and Testing

Provider will build and maintain the Provider Integration at its own expense and in accordance with the Documentation. The parties will cooperate in good faith on a testing timeline, and each will name a relationship manager as the primary contact.

2.4One Product, One Purpose

Provider may use the Provider Integration only for the Provider Product and the Approved Purpose named on the Participation Form. Adding a product or changing the purpose requires a new or amended Participation Form approved by ARC.

2.5No Guarantee of Dealer Participation

ARC makes no promise that any dealer will grant a Dealer Authorization or continue to subscribe to LinUs.

3Dealer Authorization

1. Provider may access data for a dealer only while that dealer has a current Dealer Authorization on file with ARC. A Dealer Authorization covers only the rooftops and Integration Modules it names.
2. A dealer may revoke its Dealer Authorization at any time. ARC will disable Provider’s access for that dealer upon revocation, and Provider will then delete that dealer’s LinUs Data as required by Section 7.
3. Provider will notify ARC within five (5) business days if its agreement with any Authorized Dealer ends. ARC may also disable access for a dealer upon that dealer’s written instruction or upon learning that the dealer’s agreement with Provider has ended.
4. ARC may contact any Authorized Dealer directly to confirm a Dealer Authorization.
5. This Agreement does not change any agreement between ARC and a dealer, or between Provider and a dealer.

4License and Ownership

4.1License Grant

Subject to Provider’s compliance with this Agreement and payment of all Fees, ARC grants Provider a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term to access the LinUs API and use LinUs Data for Authorized Dealers, solely through the Provider Product and solely for the Approved Purpose.

4.2Ownership

ARC and its licensors own all right, title, and interest in LinUs, the LinUs API, the Documentation, ARC Data, and all methodology, formulas, account mappings, and improvements, including any improvements suggested by Provider. Each dealer’s rights in its own Dealer Data are governed by its agreement with ARC. No rights are granted by implication, and all rights not expressly granted are reserved to ARC.

4.3Derived Data

As between ARC and Provider, Derived Data that incorporates or reflects ARC Data is ARC Data. Provider may display Derived Data to the Authorized Dealer it relates to, within the Provider Product and for the Approved Purpose, during the Term only.

4.4Submitted Data

For data Provider submits through the Data Submission module, Provider grants ARC a non-exclusive, perpetual, irrevocable, royalty-free license to store, process, validate, and use the Submitted Data (a) to provide LinUs and related ARC services to the Authorized Dealer and (b) in de-identified and aggregated form, to create and improve composites, benchmarks, and other ARC Data, in each case subject to ARC’s agreement with that dealer. Provider represents that it has all rights and dealer consents needed to grant this license.

4.5Feedback

ARC may use any suggestions or feedback Provider gives about LinUs or the LinUs API for any purpose without obligation to Provider.

4.6Names and Marks

Each party may identify the other by name as an integration partner, and ARC may list Provider on its website as a LinUs Certified provider. Any other use of a party’s logos or marks requires that party’s prior written approval. Provider may describe its integration as “LinUs Certified” only while its Certification is current and may not suggest that ARC endorses the Provider Product beyond that.

5Prohibited Uses

LinUs Data reflects years of ARC’s work with dealers and is the basis of ARC’s products. Provider will not, and will not permit any affiliate, contractor, customer, or other third party to, do any of the following:

1. Build a competing product. Use LinUs, the LinUs API, the Documentation, or any LinUs Data to design, build, train, improve, validate, or operate a Competing Product, or to help anyone else do so.
2. Aggregate or benchmark. Combine LinUs Data across dealers, or with data from other sources, to create composites, averages, rankings, benchmarks, or peer-group comparisons.
3. Resell or share. Sell, sublicense, rent, lend, publish, or otherwise disclose LinUs Data to anyone other than the Authorized Dealer it relates to.
4. Train AI models. Use LinUs Data or Derived Data to train, fine-tune, benchmark, or evaluate any machine-learning or artificial-intelligence model, other than a model used only to deliver the Approved Purpose to that same Authorized Dealer and approved by ARC in writing.
5. Reverse engineer. Decompile, reverse engineer, or attempt to derive LinUs’s formulas, calculations, account mappings, scoring, or methodology from the LinUs API or LinUs Data.
6. Exceed the authorization. Request, pull, or store data for any dealer, rooftop, module, field, or time period not covered by a current Dealer Authorization and the Participation Form.
7. Build a historical archive. Copy or retain LinUs Data beyond what the Approved Purpose reasonably requires, or keep a separate database of LinUs Data that would survive termination of the Provider Integration.
8. Scrape or bypass controls. Access LinUs other than through the LinUs API, including by screen scraping, credential sharing, using dealer log-ins, or circumventing rate limits, authentication, or other technical controls.
9. Share credentials. Share API keys or credentials with any person other than Provider’s own personnel who need them to operate the Provider Integration.
10. Interfere with LinUs. Introduce malicious code into, overload, or knowingly degrade the performance of LinUs or the LinUs API.
11. Market other integrations. Use access under this Agreement to promote, sell, or enable any unapproved integration with LinUs.
12. Mislead dealers. Represent to any dealer or third party that LinUs Data originates with Provider, or remove ARC’s attribution where the Documentation requires it.

6Technical Requirements

1. Scoped requests. The Provider Integration must request only the dealers, modules, and fields that are authorized, and must not be designed to query anything else.
2. Rate limits. Provider will comply with the rate limits, call volumes, and usage policies stated in the Documentation.
3. Performance. If ARC notifies Provider that the Provider Integration is degrading LinUs, Provider will promptly stop the responsible processes and correct the cause. ARC may suspend access until the issue is fixed.
4. Changes to the LinUs API. ARC may change the LinUs API and Documentation. ARC will give at least thirty (30) days’ email notice of a change that requires Provider to modify the Provider Integration, except where a shorter period is needed for security or legal compliance. Provider will make required changes at its own expense.
5. Logging and monitoring. ARC may log and monitor all API activity. Provider will keep its own access logs for at least twelve (12) months and provide them to ARC on request.
6. Data tracing. ARC may include unique identifiers, watermarks, or tracer records in LinUs Data to detect misuse. Provider will not remove or alter them.
7. Suspension. ARC may suspend Provider’s access immediately, with notice, if ARC reasonably believes Provider has breached Sections 5, 7, or 8, if a Security Incident has occurred, or if Fees are more than thirty (30) days past due.

7Data Handling and Deletion

1. Display limits. Provider will make an Authorized Dealer’s LinUs Data available only to that Authorized Dealer and its authorized users.
2. Storage limits. Provider will store LinUs Data only as long as reasonably needed for the Approved Purpose and only in systems located in the United States.
3. Subcontractors. Provider may use hosting and service subcontractors that process LinUs Data only if they are bound by written terms at least as protective as this Agreement. Provider remains responsible for their acts. Provider will identify these subcontractors to ARC on request.
4. Deletion. Within thirty (30) days after (i) termination or expiration of this Agreement or (ii) revocation of a Dealer Authorization, Provider will delete all affected LinUs Data and Derived Data from its systems, including backups when they rotate, and will certify the deletion in writing signed by an officer of Provider.
5. Accuracy of Submitted Data. Provider will use commercially reasonable efforts to make sure Submitted Data is complete, accurate, and correctly mapped. ARC may reject, quarantine, or correct Submitted Data that fails validation.

8Security

1. Provider will maintain administrative, technical, and physical safeguards appropriate to the sensitivity of LinUs Data, including encryption in transit and at rest, multi-factor authentication for systems that access LinUs Data, least-privilege access controls, and regular vulnerability management. Where any LinUs Data or Submitted Data includes Customer Information, Provider will comply with 16 C.F.R. Part 314.
2. Provider will notify ARC in writing within seventy-two (72) hours after discovering a Security Incident. Provider will cooperate with ARC’s investigation, bear the cost of remediation and any legally required notices caused by the incident, and not notify Authorized Dealers about the incident without first coordinating with ARC, unless the law requires otherwise.
3. On reasonable advance notice, ARC or its independent auditor may audit Provider’s compliance with Sections 5, 7, and 8 no more than once per year, and at any time after a Security Incident or a reasonably suspected breach. Audits will take place during normal business hours and will not unreasonably interfere with Provider’s business. Provider may satisfy part of the audit with a current SOC 2 Type II report or equivalent.
4. Provider will maintain cyber liability insurance with limits of at least $1,000,000 per claim throughout the Term and will provide a certificate of insurance on request.

9Fees and Payment

9.1Fees

Provider will pay the following Fees, unless the Participation Form states otherwise:

9.2Payment Terms

Invoices are due thirty (30) days from the invoice date. All Fees are in U.S. dollars and non-refundable. Late amounts not disputed in good faith accrue interest at 1.5% per month or the maximum rate allowed by law, whichever is lower. Provider will reimburse ARC’s reasonable collection costs and attorneys’ fees for undisputed past-due amounts. Provider must raise any invoice dispute in writing, with a good-faith explanation, within sixty (60) days of the due date.

9.3Taxes

Fees exclude taxes. Provider is responsible for all sales, use, and similar taxes related to this Agreement, other than taxes on ARC’s net income.

9.4Fee Changes

After the Initial Term, ARC may change the Fees once per calendar year by giving Provider at least forty-five (45) days’ email notice.

9.5Dealer Pricing Cap

Provider sets its own prices to its dealers. However, Provider will not charge any dealer a monthly fee or surcharge for the LinUs integration that is more than two (2) times the Monthly Integration Fee ARC charges Provider for that rooftop. ARC may audit Provider’s records to confirm compliance.

9.6Activation Reporting

ARC will bill Monthly Integration Fees based on the Dealer Authorizations active in LinUs. ARC’s records control unless Provider shows a clear error.

10Term and Termination

10.1Term

This Agreement begins on the Effective Date and continues for one (1) year (the “Initial Term”). It then renews automatically for successive one-year terms (each a “Renewal Term”) unless either party gives written notice of non-renewal at least sixty (60) days before the end of the current term.

10.2Termination by Either Party

Either party may terminate this Agreement by written notice if the other party (a) materially breaches this Agreement and does not cure the breach within fifteen (15) days after notice, or (b) becomes subject to bankruptcy, insolvency, or a similar proceeding. Either party may terminate on thirty (30) days’ notice if a change in law makes performance of a material obligation illegal.

10.3Additional ARC Termination Rights

1. Immediately on notice, if Provider breaches Section 5 (Prohibited Uses), Section 7 (Data Handling), or Section 8 (Security). These breaches are not subject to a cure period.
2. Immediately on notice, if any person or entity acquires control of Provider, or if Provider becomes affiliated with a developer or operator of a Competing Product. Provider will notify ARC within ten (10) days of any change of control.
3. On sixty (60) days’ notice, for any reason.
4. For a single dealer, on that dealer’s written instruction or when the dealer’s agreement with Provider or with ARC ends.

10.4Effect of Termination

On termination or expiration, all licenses end, ARC will disable Provider’s credentials, Provider will stop using the LinUs API and stop calling itself LinUs Certified, Provider will complete deletion under Section 7(d), and all unpaid Fees become due immediately.

11Confidentiality

1. Definition. “Confidential Information” means non-public information a party discloses in connection with this Agreement that is marked confidential or that a reasonable person would understand to be confidential. ARC’s Confidential Information expressly includes all LinUs Data, Derived Data that reflects ARC Data, the Documentation, API credentials, pricing, and LinUs methodology.
2. Exclusions. Confidential Information does not include information that is or becomes public through no fault of the receiving party, was rightfully known to it without restriction before disclosure, is rightfully received from a third party without restriction, or is independently developed without use of the disclosing party’s information. An Authorized Dealer’s own data is not excluded merely because the dealer may share it with others.
3. Obligations. The receiving party will use Confidential Information only to perform under this Agreement, disclose it only to personnel and permitted subcontractors who need to know it and are bound by similar obligations, and protect it with at least reasonable care.
4. Compelled disclosure. If legally compelled to disclose Confidential Information, the receiving party will give prompt notice (where lawful) so the disclosing party can seek protection, and will disclose only what is legally required.
5. Return or destruction. On termination or request, the receiving party will return or destroy the other party’s Confidential Information and certify that it has done so.
6. Duration. These obligations continue during the Term and for five (5) years afterward, and for as long as the information remains a trade secret under applicable law.

12Representations and Warranties

Each party represents and warrants that it will comply with all applicable laws and that it has the authority to enter into this Agreement. Provider further represents and warrants that:

1. it has obtained, and will maintain, every consent needed from Authorized Dealers to access, use, and submit their data;
2. it has the right under its agreements with any dealer management system or other data source to obtain and transmit all Submitted Data, and doing so does not violate any of those agreements;
3. the Provider Product and Provider Integration do not infringe anyone’s intellectual property rights and contain no malicious code; and
4. all information Provider gave ARC during Certification is accurate and complete.

13Indemnification

13.1By Provider

Provider will defend, indemnify, and hold harmless ARC and its affiliates, owners, officers, employees, and agents from all losses, damages, costs, and expenses, including reasonable attorneys’ fees, arising from any third-party claim relating to (a) Provider’s failure to obtain a required consent, (b) Provider’s breach of Sections 5, 7, 8, or 12, (c) any Security Incident affecting Provider or its subcontractors, (d) Submitted Data, (e) the Provider Product, or (f) Provider’s gross negligence or willful misconduct.

13.2By ARC

ARC will defend and indemnify Provider from third-party claims alleging that the LinUs API, used as permitted by this Agreement, infringes a U.S. patent, copyright, or trademark, or arising from ARC’s gross negligence or willful misconduct.

13.3Procedure

The indemnified party will give prompt notice of the claim, allow the indemnifying party to control the defense, and provide reasonable cooperation. The indemnifying party may not settle a claim in a way that imposes an obligation or admission on the indemnified party without its written consent.

14Limitation of Liability and Disclaimer

14.1Limitation

Neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, or data, arising from this Agreement, even if advised of their possibility. Each party’s total liability under this Agreement is limited to the Fees paid or payable by Provider in the twelve (12) months before the event giving rise to the claim. These limits do not apply to Provider’s breach of Sections 5, 7, 8, or 11; to either party’s indemnification obligations; to amounts due under Section 15; to unpaid Fees; or to a party’s gross negligence, willful misconduct, or violation of privacy or data-security law.

14.2Disclaimer

The LinUs API and LinUs Data are provided “as is” and “as available.” ARC disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, accuracy, and non-infringement. ARC does not verify the accuracy of data entered by dealers or submitted by providers, does not guarantee uninterrupted or error-free operation, and is not responsible for any dealer’s acts or omissions. LinUs Data is for business information only and is not accounting, tax, legal, or financial advice.

15Remedies for Misuse

15.1Equitable Relief

Provider agrees that a breach of Sections 5, 7, 8, or 11 would cause ARC irreparable harm for which money damages would be inadequate. ARC may seek a temporary restraining order, injunction, or other equitable relief in any court of competent jurisdiction, without posting a bond, in addition to any other remedy.

15.2Liquidated Damages

Because the harm from misuse of LinUs Data is difficult to measure, for each breach of Section 5 Provider will pay ARC, as liquidated damages and not as a penalty, the greater of (a) $50,000 or (b) three (3) times the Fees paid or payable by Provider in the twelve (12) months before the breach. This amount does not limit ARC’s right to equitable relief, to recover Provider’s profits from the breach, or to indemnification.

15.3Accounting

If ARC reasonably suspects a breach of Section 5, Provider will, within ten (10) business days of ARC’s request, provide a written account of where LinUs Data has been stored, used, and disclosed.

16Disputes, Arbitration, and Governing Law

1. Governing law. This Agreement is governed by the laws of the State of Missouri, without regard to its conflict-of-laws rules. The Federal Arbitration Act governs this Section 16.
2. Informal resolution. Before starting arbitration, the party raising a dispute will give written notice, and senior representatives of both parties will meet, in person or by video, within thirty (30) days to try to resolve it.
3. Binding arbitration. Any dispute arising from or relating to this Agreement that is not resolved informally will be resolved by final, binding arbitration before a single arbitrator administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will take place in Henry County, Missouri, unless the parties agree otherwise in writing. The arbitrator must enforce this Agreement as written, including its limitations of liability. Judgment on the award may be entered in any court with jurisdiction.
4. Costs. Each party bears its own attorneys’ fees and they share the arbitration costs equally, except that the arbitrator will award costs and fees as provided in Sections 9.2 and 13, and may award reasonable attorneys’ fees to ARC if Provider is found to have breached Section 5.
5. Class waiver. Disputes will be resolved only on an individual basis. Class, collective, and representative proceedings are not permitted. If this class waiver is found unenforceable, the agreement to arbitrate is void, but the class waiver will continue to apply in court.
6. Court exceptions. Either party may bring a claim in court for injunctive or equitable relief to protect its intellectual property or Confidential Information, and ARC may bring an action in court to collect unpaid Fees. These actions will be brought in the state or federal courts serving Henry County, Missouri, and both parties consent to their jurisdiction and venue.

17General Terms

1. Notices. Legal notices must be in writing and delivered by a recognized overnight courier or certified mail, return receipt requested, to the address on the Participation Form (for Provider) or the address in the Contact section below (for ARC), with a copy by email. Operational notices may be given by email and are effective upon delivery.
2. Updates to these terms. ARC may update these Terms and Conditions by posting a new version at this web address and giving Provider at least thirty (30) days’ email notice. Unless a change is required by law or for security, an updated version applies to Provider starting with its next Renewal Term. A change to the Participation Form requires a written amendment signed by both parties.
3. Order of precedence. If documents conflict, this order controls: (i) the Participation Form, (ii) the exhibits, and (iii) these Terms and Conditions. The Participation Form may not reduce the protections in Section 5 unless it expressly references Section 5.
4. Assignment. Provider may not assign or transfer this Agreement, whether by merger, change of control, operation of law, or otherwise, without ARC’s prior written consent. ARC may assign this Agreement to an affiliate or to a successor of the LinUs business on notice.
5. Independent contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.
6. No third-party beneficiaries. This Agreement benefits only ARC and Provider. No dealer or other third party has rights under it.
7. Entire agreement. This Agreement is the parties’ complete agreement on its subject and replaces all prior discussions and agreements on that subject.
8. Severability and waiver. If any provision is unenforceable, it will be modified to the minimum extent needed to make it enforceable, and the rest of this Agreement remains in effect. A failure to enforce a provision is not a waiver.
9. Electronic signatures. The Participation Form may be signed electronically and in counterparts, each of which is an original.
10. Force majeure. Neither party is liable for delays caused by events beyond its reasonable control, other than payment obligations and obligations under Sections 5, 7, and 8.
11. Survival. Sections 1, 4.2 through 4.5, 5, 7(d), 9 (until all Fees are paid), 10.4, and 11 through 17, and any other terms that by their nature should survive, survive termination or expiration.
12. Headings. Headings and the at-a-glance summary at the top of this page are for convenience only and do not affect interpretation.

AExhibit A · Integration Modules

Provider selects one or both modules on the Participation Form. Each module is available only for Authorized Dealers whose Dealer Authorization covers it.

Group benchmarks, composites, and peer data are not available through the LinUs API. ARC may offer additional modules in the future by written amendment.

BExhibit B · How to Enroll

1. Request accessContact ARC with your company name, the Provider Product, and how you plan to use LinUs Data.
2. Sign the Participation FormSelect your modules, describe the Approved Purpose in Schedule 1, and pay the $500 Enrollment Fee. Include a billing contact, an email address for invoices, your billing name and address, a phone number, and a completed W-9.
3. Complete CertificationARC reviews your security practices and tests your integration in a test environment.
4. Collect Dealer AuthorizationsEach dealer you serve authorizes your access inside LinUs. Access is granted dealer by dealer.
5. Go liveProduction credentials are issued. Monthly Integration Fees begin for each rooftop as it is activated.

CContact and Notices