Terms of Service

Sterling Safeguard LLC · Effective Date: June 6, 2026

1. Acceptance of Terms

By accessing or using the Sterling Safeguard platform (the "Service"), you agree to be bound by these Terms of Service. If you are using the Service on behalf of a business entity, you represent that you have the authority to bind that entity to these Terms. If you do not agree, you may not use the Service.

2. Definitions

The following terms have the meanings given below wherever used in these Terms of Service:

"Service" means the Sterling Safeguard platform, including all associated software, features, and documentation provided by Sterling Safeguard LLC.

"Customer" means the dealership or organization that has entered into a Subscription to access the Service.

"Authorized User" means an employee, contractor, consultant, or other individual designated by Customer to access the Service under Customer’s Subscription.

"NPI (Non-Public Personal Information)" has the meaning given under the Gramm-Leach-Bliley Act and the FTC Safeguards Rule, 16 C.F.R. Part 314.

"Subscription" means the paid or trial plan under which Customer is granted access to the Service.

3. Eligibility to Use the Service

The Sterling Safeguard platform ("Service") is intended for use by independent auto dealerships, dealer groups, and other organizations seeking to manage and improve their compliance with the FTC Safeguards Rule (16 CFR Part 314) and other applicable privacy and security regulations.

By accessing or using the Service, you represent and warrant that:

• You are at least eighteen (18) years of age or the age of legal majority in your jurisdiction.
• You have the legal capacity and authority to enter into this Agreement.
• If you are using the Service on behalf of a company, dealership, government agency, nonprofit organization, or other legal entity, you have the authority to bind that entity to these Terms of Service.
• You will use the Service only for lawful business purposes and in compliance with all applicable laws and regulations.

If you do not satisfy these eligibility requirements, you may not access or use the Service.

Organizational Accounts

The Service is intended primarily for use by organizations rather than individual consumers. An organization may authorize employees, contractors, consultants, workforce members, or other designated users ("Authorized Users") to access the Service under its subscription. The organization is responsible for ensuring that all Authorized Users comply with these Terms of Service and applicable organizational policies. The organization accepts responsibility for all activities conducted through its account, except to the extent caused by Sterling Safeguard LLC's own negligence or willful misconduct.

Account Authority

The individual creating an organizational account represents and warrants that they are authorized to act on behalf of the organization. Sterling Safeguard LLC may rely upon this representation and shall not be responsible for independently verifying the authority of the individual creating the account. If it is later determined that an individual lacked authority to establish an account on behalf of an organization, the organization may nevertheless remain responsible for obligations incurred through use of the Service to the extent permitted by applicable law.

Eligible Dealership Organizations

The Service may be used by, including but not limited to:

• Independent used car dealerships
• New car franchise dealerships
• Buy-here-pay-here dealerships
• Dealer groups and multi-rooftop operations
• Finance & Insurance (F&I) departments and providers
• Dealership compliance consultants
• Other organizations subject to the FTC Safeguards Rule or similar privacy and security regulations

This list is illustrative and does not limit the organizations eligible to use the Service.

Authorized Users

Each Authorized User must:

• Use only credentials assigned to them.
• Maintain the confidentiality of their login credentials.
• Use the Service only for legitimate business purposes.
• Comply with these Terms of Service and the organization’s internal policies.
• Promptly report any suspected unauthorized access or security incident involving their account.

Organizations are responsible for managing user permissions, promptly removing access for former workforce members, and maintaining appropriate access controls.

Prohibited Users

The Service may not be used by any individual or organization that:

• Has been suspended or terminated from the Service for violating these Terms.
• Uses the Service for unlawful purposes.
• Intends to interfere with the security, availability, or integrity of the Service.
• Is prohibited from using the Service under applicable laws or regulations.
• Is subject to applicable government sanctions or export restrictions that prohibit access to the Service.

Sterling Safeguard LLC reserves the right to refuse or terminate access where required by law or where continued access presents a security, legal, or operational risk.

Geographic Availability

The Service is intended primarily for organizations operating within the United States and is designed around the requirements of U.S. dealership privacy and security regulations, including the FTC Safeguards Rule.

Organizations outside the United States may use the Service at their own discretion; however, Sterling Safeguard LLC does not represent or warrant that the Service complies with the laws or regulatory requirements of jurisdictions outside the United States. Customers are solely responsible for ensuring that their use of the Service complies with all applicable local, state, federal, and international laws.

Right to Refuse Service

Sterling Safeguard LLC reserves the right, in its sole discretion and to the extent permitted by applicable law, to refuse registration, suspend accounts, or terminate access to the Service if it reasonably believes that:

• The customer is in violation of these Terms of Service.
• The customer’s activities pose a security or legal risk.
• Continued access could compromise the integrity, security, or availability of the Service.
• The customer has provided false, misleading, or incomplete registration information.
• Providing the Service would violate applicable law or regulatory requirements.

Nothing in this section obligates Sterling Safeguard LLC to accept or continue providing services to every applicant or customer.

4. Account Registration

To use the Service, you must create an account with accurate and complete information. You are responsible for maintaining the confidentiality of your credentials, all activity under your account, and promptly notifying us of any unauthorized access at support@sterlingsafeguard.com.

5. Subscription Plans and Payment

Sterling Safeguard offers subscription-based access billed monthly or annually through Stripe. Free trials automatically convert to paid subscriptions unless cancelled before the trial end date. Cancellations take effect at the end of the current billing period. We do not provide refunds for partial billing periods unless required by law. We will provide at least 30 days notice of any price increases.

6. Customer Responsibilities

In addition to any other obligations set out in these Terms, you agree to: perform risk assessments and self-evaluations honestly and accurately; keep your account and organizational information current; protect the confidentiality of your login credentials and API keys; review all AI-generated content before relying on it; and maintain your organization's own the FTC Safeguards Rule compliance program independent of your use of the Service.

7. Acceptable Use — Summary

You agree to use the Service only for lawful purposes and in accordance with these Terms. Section 21 below sets out a detailed Acceptable Use Policy governing prohibited activities, account security, and enforcement.

8. Customer Data

You retain ownership of all data you submit to the Service. We process your data solely to provide the Service, in accordance with our Privacy Policy, which is incorporated into these Terms by reference. We do not sell customer data to third parties. We maintain commercially reasonable administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and availability of your data. You are responsible for maintaining your own backups of any information you consider critical to your business operations.

9. AI-Generated Content

Certain features of the Service use artificial intelligence to generate compliance documentation, recommendations, reports, summaries, and responses, including the AI-powered WISP Generator, AI Risk Assessment, and other AI-assisted features. AI-generated content is intended to assist your compliance program and should always be reviewed by qualified personnel before implementation. Sterling Safeguard LLC does not warrant that AI-generated content is complete, accurate, or appropriate for every circumstance.

Decision-Making Responsibility. All recommendations, reports, compliance scores, benchmarking results, incident guidance, and other AI-generated or platform-generated content are intended to support, not replace, your organization's independent judgment. The Service is a decision-support tool and not a substitute for professional legal, regulatory, cybersecurity, accounting, or consulting advice.

Customer Review Responsibility. You are solely responsible for reviewing, approving, adopting, implementing, and maintaining all policies, procedures, risk assessments, reports, and other compliance documentation generated by the Service.

10. No Guarantee of Compliance

Use of Sterling Safeguard does not, by itself, make a dealership compliant with the FTC Safeguards Rule. The Service assists organizations in developing, documenting, and managing the FTC Safeguards Rule compliance activities but cannot guarantee compliance or prevent regulatory enforcement. Use of the Service does not guarantee successful outcomes in a Federal Trade Commission (FTC) investigation or enforcement action, or protection from civil monetary penalties, corrective action plans, or other regulatory consequences. The customer remains solely responsible for implementing appropriate administrative, physical, and technical safeguards, maintaining required policies and procedures, training its workforce, conducting required risk assessments, responding to security incidents, consulting qualified legal counsel when appropriate, and complying with all applicable laws and regulations.

11. Availability

While we strive for continuous availability, the Service may occasionally be unavailable due to scheduled maintenance, upgrades, emergency maintenance, or unforeseen events. Sterling Safeguard LLC does not guarantee uninterrupted or error-free operation of the Service.

12. Security

Sterling Safeguard LLC maintains commercially reasonable administrative, technical, and physical safeguards designed to protect customer information processed through the Service. No online platform can guarantee absolute security or immunity from cyber threats.

13. Intellectual Property

Customer retains ownership of all documents, evidence, risk assessments, and other content it uploads to or generates within the Service ("Customer Content"). Sterling Safeguard LLC retains all rights to the Service, including its software, artificial intelligence systems, branding, source code, and trademarks. You receive a limited, non-exclusive, non-transferable license to access and use the Service during your subscription period. Nothing in this Agreement transfers ownership of Sterling Safeguard LLC's intellectual property to you.

14. Account Suspension

We may suspend or restrict access to accounts involved in fraud, abuse, illegal activity, or security threats, or as otherwise described in Section 3 (Eligibility) and Section 21 (Acceptable Use Policy).

15. Disclaimers and Limitation of Liability

THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, STERLING SAFEGUARD LLC, ITS OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AFFILIATES, LICENSORS, AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO YOUR USE OF, OR INABILITY TO USE, THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION APPLIES REGARDLESS OF THE LEGAL THEORY UNDER WHICH THE CLAIM IS BROUGHT, INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE.

Without limiting the foregoing, Sterling Safeguard LLC shall not be responsible or liable for any damages, losses, costs, or expenses arising from or related to:

Limitation of Damages

To the fullest extent permitted by law, Sterling Safeguard LLC's total cumulative liability arising out of or relating to the Service, regardless of the form of action, shall not exceed the total subscription fees actually paid by the customer to Sterling Safeguard LLC for the Service during the three (3) months immediately preceding the event giving rise to the claim.

16. Indemnification

You agree to defend, indemnify, and hold harmless Sterling Safeguard LLC, its owners, officers, directors, employees, contractors, and affiliates from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your breach of this Agreement; (b) your violation of any applicable law or regulation; (c) data you upload to the Service that you do not have the legal right to process or disclose; or (d) your violation of the rights of any third party. Sterling Safeguard LLC reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you agree to cooperate with our defense of such claim.

17. Termination

Either party may terminate this Agreement as provided in the Subscription terms governing your account. Upon termination, your right to access the Service ends immediately, except as otherwise required to complete any pending obligations. Sterling Safeguard LLC will handle customer data upon termination in accordance with its data retention practices described in the Privacy Policy. Sections of this Agreement that by their nature should survive termination — including Customer Data, Intellectual Property, Disclaimers and Limitation of Liability, Indemnification, and Governing Law — shall survive.

18. Governing Law

These Terms are governed by the laws of the State of North Carolina. Disputes shall be resolved through binding arbitration in Mecklenburg County, NC.

19. Changes to Terms

We may modify these Terms at any time with at least 14 days notice. Continued use after the effective date constitutes acceptance.

20. Contact Information

Sterling Safeguard LLC · Charlotte, North Carolina
Email: support@sterlingsafeguard.com
Website: sterlingsafeguard.com

21. Acceptable Use Policy

The customer agrees to use the Sterling Safeguard platform only for lawful purposes and in accordance with these Terms of Service. Customers are responsible for ensuring that all authorized users of their account comply with these Terms. You agree that you will not, directly or indirectly, engage in any of the following prohibited activities:

A. Reverse Engineering and Unauthorized Access

You may not:

• Reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive the source code, algorithms, architecture, or underlying technology of the Service.
• Attempt to discover or access non-public features, APIs, databases, or security mechanisms.
• Circumvent, disable, or interfere with any authentication, licensing, encryption, or security controls implemented by the Service.
• Attempt to bypass subscription limits, licensing restrictions, feature controls, or account permissions.
• Probe, scan, or test the vulnerability of the Service or any connected systems without prior written authorization, except as permitted under the Good-Faith Security Research provision below.

Good-Faith Security Research. Notwithstanding the foregoing, this section does not prohibit good-faith security research conducted in accordance with the following: the research does not access, modify, or exfiltrate customer data belonging to anyone other than the researcher's own test account; the research does not degrade the availability or performance of the Service for other customers; and any vulnerability discovered is reported promptly and directly to support@sterlingsafeguard.com and not publicly disclosed until Sterling Safeguard LLC has had a reasonable opportunity to investigate and remediate. Sterling Safeguard LLC will not pursue legal action against researchers who make a good-faith effort to comply with this provision.

B. Automated Access and Data Scraping

You may not:

• Use robots, spiders, crawlers, scrapers, bots, or other automated tools to access or extract data from the Service.
• Collect, harvest, copy, download, or reproduce platform content, customer information, compliance documentation, reports, or metadata through automated means.
• Use automated scripts or software that place an unreasonable or excessive load on the Service.
• Mirror, cache, or systematically download significant portions of the Service without written permission.

Nothing in this section prevents the use of officially documented APIs that Sterling Safeguard LLC expressly authorizes.

C. Account Security and Credential Sharing

You agree to:

• Maintain the confidentiality of your usernames, passwords, API keys, and authentication credentials.
• Use reasonable safeguards to prevent unauthorized access to your account.
• Notify Sterling Safeguard LLC immediately if you suspect unauthorized access or compromise.

You may not:

• Share login credentials with individuals who are not authorized users under your subscription.
• Permit multiple individuals to use a single user account where individual accounts are required.
• Sell, rent, transfer, sublicense, or otherwise provide access to your account to any third party.
• Attempt to access another customer’s account or data.

Customers are responsible for all activities occurring under their accounts unless caused by Sterling Safeguard LLC\u2019s own negligence or misconduct.

D. Malware, Malicious Code, and Security Threats

You may not upload, transmit, distribute, or introduce any material that contains or facilitates: malware, ransomware, viruses, trojan horses, worms, spyware, keyloggers, rootkits, malicious scripts, logic bombs, cryptomining software, backdoors, or any code designed to disrupt, damage, intercept, or gain unauthorized access to systems or data. You may not use the Service to store, distribute, or facilitate the transmission of malicious software.

E. Interference with the Service

You may not:

• Launch or participate in denial-of-service (DoS) or distributed denial-of-service (DDoS) attacks.
• Attempt to overload, disrupt, disable, or impair the availability or performance of the Service.
• Interfere with the normal operation of the platform or other customers’ use of the Service.
• Exploit software bugs or vulnerabilities for unauthorized purposes.
• Introduce excessive automated requests that negatively impact system performance.

F. Illegal or Unauthorized Activities

You may not use the Service to:

• Violate any applicable federal, state, local, or international law or regulation.
• Commit fraud, identity theft, or financial crimes.
• Engage in unauthorized access to computer systems or networks.
• Facilitate cybercrime or malicious hacking activities.
• Infringe upon intellectual property rights.
• Violate the FTC Safeguards Rule, the Gramm-Leach-Bliley Act, other privacy laws, export control laws, sanctions laws, or other applicable legal requirements.
• Upload or distribute unlawful, defamatory, threatening, abusive, or fraudulent content.
• Engage in activities that facilitate discrimination, harassment, or unlawful conduct.

G. Misuse of AI Features

Customers may not use Sterling Safeguard's AI-powered features to:

• Generate fraudulent compliance documentation.
• Create misleading or false regulatory records.
• Misrepresent compliance status.
• Produce content intended to deceive regulators, auditors, business partners, or customers.
• Generate unlawful, harmful, or deceptive materials.
• Attempt to manipulate or abuse AI systems through prompt injection, automated exploitation, or similar techniques.

Customers remain solely responsible for reviewing, validating, and approving all AI-generated content before relying on or implementing it.

H. Customer Data Responsibilities

Customers agree not to:

• Upload data that they do not have the legal right to process or disclose.
• Upload content that infringes the intellectual property or privacy rights of others.
• Use the Service to store or process information unrelated to legitimate business operations.
• Knowingly upload false, misleading, or fabricated compliance records.

Customers are responsible for ensuring that all uploaded information is accurate, lawful, and appropriately authorized.

I. Fair Use of Platform Resources

To ensure reliable service for all customers, you agree not to:

• Consume excessive computing resources beyond the intended use of your subscription.
• Abuse storage capacity through excessive or unrelated file uploads.
• Generate excessive automated requests that degrade platform performance.
• Use the Service in a manner inconsistent with normal business operations.

Sterling Safeguard LLC may implement reasonable technical measures to maintain platform stability and equitable resource allocation.

J. Monitoring and Enforcement

Sterling Safeguard LLC reserves the right, consistent with applicable law and its Privacy Policy, to investigate suspected violations of these Terms. If we reasonably believe that a customer or authorized user has violated this Acceptable Use Policy, we may take appropriate action, including:

• Issuing warnings or requesting corrective action.
• Temporarily restricting access to certain features.
• Suspending or terminating user accounts.
• Removing content that violates these Terms.
• Reporting unlawful activities to appropriate authorities where required or permitted by law.
• Taking any other action reasonably necessary to protect the Service, our customers, or our legal rights.

Nothing in this section obligates Sterling Safeguard LLC to actively monitor customer content or user activity.

K. Remedies for Violations

Violation of this Acceptable Use Policy may result in immediate suspension or termination of access to the Service, without refund where permitted by law, and may expose the customer to civil or criminal liability under applicable law. Sterling Safeguard LLC reserves all rights and remedies available under these Terms and applicable law.