End User License Agreement

ECNU Auto, Inc. d/b/a Always Audit
1500 1st Ave N
Birmingham, AL 35203
Effective Date: February 1, 2026

1. Acceptance of Terms

This End User License Agreement ("Agreement") governs your access to and use of the Always Audit software platform ("Platform"), a multi-tenant Software-as-a-Service (SaaS) product owned and operated by ECNU Auto, Inc. ("Company," "we," "us," or "our").

By accessing or using the Platform, you ("User," "you," or "your") agree to be bound by this Agreement. If you do not agree, you must immediately discontinue use of the Platform.

Continued use of the Platform constitutes ongoing acceptance of this Agreement and any modifications made to it.

2. Purpose of Platform

Always Audit is designed to assist automotive dealerships with inventory management and operational tracking. The Platform may also be used by dealerships to incentivize their employees or agents through points, prizes, or rewards, as defined and administered solely by the dealership offering access to the Platform.

ECNU Auto, Inc. does not control, administer, or guarantee any such rewards programs and is not responsible for any disputes arising from them.

3. License Grant

The Company grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for its intended purpose.

This license does not grant you any ownership rights, intellectual property rights, or other interests in the Platform or its underlying technology.

4. No User Rights or Ownership

Use of the Platform does not grant you any rights, title, or interest in:

• The Platform or its features
• Any data processed through the Platform
• Any intellectual property owned by the Company

All rights not expressly granted are reserved by ECNU Auto, Inc..

5. Platform Modifications

The Company reserves the unrestricted right, at its sole discretion, to:

• Add, remove, or modify features or functionality
• Change system capabilities or limitations
• Suspend or discontinue any part of the Platform

These changes may occur at any time, with or without notice.

6. Fees and Pricing

The Company may, at its sole discretion:

• Establish, modify, or remove pricing for access to the Platform
• Introduce or eliminate subscription tiers (monthly, annual, or otherwise)
• Add, remove, or change fees of any kind

All pricing changes may occur at any time without prior notice. Continued use of the Platform constitutes acceptance of any updated pricing.

7. Data Ownership and Usage

All data collected, generated, or processed through the Platform, including but not limited to:

• Vehicle information
• Scan data
• Audit trails
• Location data

shall be the exclusive property of ECNU Auto, Inc..

The Company reserves the right to:

• Use such data to improve, modify, or develop its products and services
• Analyze, aggregate, or otherwise process such data
• Share, sell, license, or distribute such data to third parties for any purpose

By using the Platform, you expressly consent to these uses.

8. Third-Party Disclosure

The Company may share or sell any data obtained through the Platform to third parties without restriction or notice. You acknowledge and agree that you have no ownership or control over such data once submitted to the Platform.

9. User Responsibility; Indemnification

All liability arising from the use of the Platform rests solely with the User and/or the User's employees, agents, or representatives.

By accessing or using the Platform, you agree to indemnify, defend, and hold harmless ECNU Auto, Inc., including its owners, subsidiaries, affiliates, officers, directors, employees, agents, and assigns, from and against any and all claims, liabilities, damages, losses, or expenses (including legal fees) arising out of or in any way connected with:

• Your use or misuse of the Platform
• Actions taken by your employees or agents
• Any disputes related to dealership-administered rewards, incentives, or programs

Use of the Platform constitutes full acceptance of this indemnification obligation by all parties accessing or using the system.

10. Termination

The Company may suspend or terminate your access to the Platform at any time, for any reason or no reason, with or without notice.

Upon termination:

• Your license to use the Platform immediately ends
• The Company retains all rights to any data collected

11. Disclaimer of Warranties

The Platform is provided "AS IS" and "AS AVAILABLE" without warranties of any kind, whether express or implied, including but not limited to:

• Fitness for a particular purpose
• Merchantability
• Non-infringement
• Accuracy or reliability of data

The Company does not guarantee uninterrupted or error-free operation.

12. Limitation of Liability

To the maximum extent permitted by law, ECNU Auto, Inc. shall not be liable for any:

• Direct, indirect, incidental, or consequential damages
• Loss of data, revenue, or business opportunities
• Damages arising from use or inability to use the Platform

13. Changes to This Agreement

The Company reserves the right to modify this Agreement at any time.

• Changes are effective immediately upon posting or implementation
• Continued use of the Platform constitutes acceptance of revised terms

14. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Alabama, without regard to conflict of law principles.

15. Entire Agreement

This Agreement constitutes the entire agreement between you and ECNU Auto, Inc. regarding the Platform and supersedes all prior agreements or understandings.

By using the Platform, you acknowledge that you have read, understood, and agree to be bound by this Agreement.