Standard Terms & Conditions

Gather Revenue, Inc.

Effective Date: May 10, 2026 | Version: 2.0 | Posted at: https://www.gatherverify.com/terms

1. About These Terms

These Standard Terms and Conditions (the “Standard Terms”) govern the use of services offered by Gather Revenue, Inc., a Delaware corporation with offices at 1343 Shadow Lane, Ft. Myers, FL 33901 (“Gather,” “we,” “us”), by any party that signs a Gather Order Form (each, a “Dealer” or “you”). The Order Form and these Standard Terms together form the “Agreement” between Gather and Dealer.

By signing an Order Form — whether by ink, electronic signature, or by clicking an “I Agree” button in a web checkout — Dealer acknowledges that it has read and agrees to these Standard Terms, that the individual signing has authority to bind Dealer, and that an electronic signature under the federal Electronic Signatures in Global and National Commerce Act (E-SIGN) and the Uniform Electronic Transactions Act (UETA) is legally equivalent to a handwritten signature.

The version of these Standard Terms in effect on the date an Order Form is signed governs that Order Form for its initial term, unless the parties expressly agree otherwise. Updates to these Standard Terms are addressed in Section 17.

2. Definitions

“Customer” means a consumer who initiates the Gather process at a Dealer location.

“Order Form” means the signed Gather Dealer Order Form & Agreement that references these Standard Terms.

“Services” means the Gather products and services purchased on the Order Form, including the Identity & Insurance Verification service and, if elected, the On-Demand Auto Insurance Program.

“Software” means the Gather software, web applications, and APIs used to provide the Services.

“Transaction” means each instance in which a Customer initiates the Gather verification process at Dealer's location. Each Transaction is timestamped and logged by Gather.

3. Services

3.1 Identity & Insurance Verification

Gather's Identity & Insurance Verification service verifies the identity and active insurance status of a Customer at the time the Customer initiates the Gather process. The Services include all software licenses required for Dealer to use the Software and ten (10) Gather|CLEAR Secure QR Gateway placards. Additional placards may be purchased at the price stated on the Order Form (currently $20 per placard).

3.2 On-Demand Auto Insurance Program (Optional)

Where Dealer has elected the On-Demand Auto Insurance Program on the Order Form, the following additional terms apply:

(a) Nature of the Program. Gather provides technological and administrative services that connect Dealer with an on-demand automobile property-and-casualty policy for Dealer's Customers (the “On-Demand Auto Insurance”). Gather employs state-compliant technology, administrative services, and licensed personnel or partners to execute the program.

(b) Dealer is Not a Licensed Insurance Entity. Dealer represents that Dealer is not a licensed insurance entity and will not hold itself out as one. Dealer's role is limited to (i) delivering customer permission, information, and non-policy paperwork to Gather, and (ii) collecting and forwarding any signed documents Gather identifies as needed for binding.

(c) Policy Binding. Using the information provided by Dealer and Customer, Gather will initiate, create, and bind in the name of the vehicle purchaser a state-compliant insurance policy that covers the automobile being purchased. Pricing is a set weekly fee per bound policy and varies by vehicle value and state requirements, as stated on the Order Form.

(d) Proof of Coverage. Within a commercially reasonable period of time after Customer completes enrollment, Gather will provide Dealer with proof of coverage.

(e) Customer Relationship. Gather offers the On-Demand Auto Insurance directly to the Customer, including enrollment in auto-pay functionality for any term beyond the initial seven (7) days. The terms of the On-Demand Auto Insurance binder constitute the entire understanding between Gather and the Customer with respect to the scope of the On-Demand Auto Insurance product.

(f) Dealer Payment of Program Fees. Dealer agrees to remit to Gather, via ACH or credit card, all recurring program fees and per-incident policy fees at the time each insurance binder is issued. Dealer authorizes Gather to make these transactions without further approval.

(g) Program Changes. The terms of the On-Demand Auto Insurance Program may change over time. Any such changes become effective upon notice to Dealer in accordance with Section 17.

4. Fees and Payment

(a) Fees. Dealer will pay the fees stated on the Order Form. For each month, or portion of any month, that Gather is operational in at least one of Dealer's locations, Dealer will pay Gather's monthly fees, plus per-Transaction fees and any On-Demand Auto Insurance fees that have accrued.

(b) Billing Cadence. Recurring monthly fees and per-Transaction fees will be charged on or around the fifth (5th) day of each month, in arrears, to the payment method authorized on the Order Form (ACH or credit card).

(c) Payment Authorization. By signing the Order Form, Dealer authorizes Gather to initiate the charges described in this Section without further written approval for each charge.

(d) Pricing Modifications. Gather may modify pricing upon sixty (60) days' prior written notice to Dealer. Such modifications take effect at the start of the next billing cycle following the notice period.

(e) Late Payment. Fees not paid within thirty (30) days of the due date accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. Gather may suspend Services for accounts more than sixty (60) days past due, on at least ten (10) days' prior written notice.

(f) Taxes. Fees are exclusive of taxes. Dealer is responsible for all sales, use, excise, and similar taxes other than taxes on Gather's net income.

5. Term and Termination

(a) Initial Term. The initial term of the Agreement begins on the Effective Date stated on the Order Form and continues for twelve (12) months.

(b) Renewal. After the initial term, the Agreement automatically renews for successive one (1) year terms unless cancelled in accordance with Section 5(c).

(c) Cancellation for Convenience. Either party may cancel the Agreement at any time by delivering written notice to the other party. The cancellation takes effect sixty (60) days after the non-cancelling party's receipt of the notice. Fees accrued through the effective date of cancellation remain due.

(d) Termination for Cause. Either party may terminate the Agreement for material breach if the breaching party has not cured the breach within thirty (30) days after written notice describing the breach.

(e) Effect of Termination. Upon termination, (i) all rights granted to Dealer under the Agreement cease, (ii) Dealer will return or destroy all placards, Software access credentials, and other Gather materials, and (iii) Sections 6, 8–10, 12, 13, 16, 18, and 19 survive.

6. Gather Guarantee: Fraud

(a) The Guarantee. If a bona fide Customer passes both Gather's identity verification and Gather's insurance verification at the time of Transaction, and Dealer subsequently experiences a vehicle loss attributable to fraud by that Customer, Gather will reimburse Dealer for the loss, up to the lesser of:

• the actual loss; or
• a manufacturer's suggested retail price (MSRP) of $299,999 per incident;

 subject to an aggregate cap of $1,000,000 across all claims made by all dealers under this Guarantee.

(b) Exclusions. The Gather Guarantee does not apply where Dealer or its personnel:

• intentionally conceals or misrepresents any material fact about the vehicle transaction;
• acts unlawfully or in violation of applicable regulations; or
• engages in dishonest, fraudulent, criminal, or otherwise illegal activity.

(c) Claim Procedure. To make a claim under the Gather Guarantee, Dealer must notify Gather in writing within thirty (30) days of discovering the loss, cooperate with Gather's investigation, provide reasonable supporting documentation (including the police report, vehicle paperwork, and the Gather verification record), and refrain from settling or releasing claims against the consumer without Gather's prior written consent.

(d) Subrogation. Upon payment under the Gather Guarantee, Gather is subrogated to Dealer's rights against the responsible party to the extent of Gather's payment.

7. Dealer Responsibilities

Dealer agrees to:

• provide accurate and current information in the Order Form and any operational intake;
• use the Services only for lawful business purposes and in compliance with all applicable federal, state, and local laws;
• display and use Gather|CLEAR placards in accordance with Gather's then-current placement guidelines;
• safeguard credentials and notify Gather promptly of any suspected unauthorized access;
• cooperate reasonably with Gather's installation and onboarding team, including the timely completion of any post-signature operational intake forms; and
• not reverse engineer, decompile, or attempt to discover the source code of the Software except as expressly permitted by law.

8. Customer Data and Privacy

(a) Roles. In providing the Services, Gather processes information about Customers. Dealer remains responsible for compliance with privacy and consumer-protection laws applicable to Dealer's business, including the Gramm-Leach-Bliley Act (GLBA) and applicable state laws. Gather processes Customer data in accordance with its Privacy Policy, available at https://www.gatherverify.com/privacy.

(b) Permitted Use. Gather uses Customer data to provide and improve the Services, to perform identity and insurance verification, to enable the On-Demand Auto Insurance Program if elected, to comply with law, and otherwise as described in its Privacy Policy.

(c) Security. Gather maintains commercially reasonable administrative, technical, and physical safeguards designed to protect Customer data. Gather does not store full credit-card or bank-account numbers; payment data is tokenized through Gather's payment processor.

(d) Breach Notification. Each party will notify the other promptly of any actual or reasonably suspected unauthorized access to Customer data that party controls, and cooperate in any required notification.

9. Intellectual Property

(a) Gather's Rights. Gather retains all right, title, and interest in and to the Software, the Services, the Gather|CLEAR placards, and the Gather and Gather|CLEAR marks, including all related intellectual-property rights. No rights are granted to Dealer except as expressly stated in the Agreement.

(b) License to Dealer. Subject to the Agreement, Gather grants Dealer a non-exclusive, non-transferable, non-sublicensable license during the Term to access and use the Services solely for Dealer's internal business operations at the location(s) identified on the Order Form or in operational intake materials.

(c) Feedback. If Dealer provides Gather with suggestions, improvements, or other feedback regarding the Services, Gather may use that feedback without restriction or obligation to Dealer.

10. Confidentiality

Each party (the “Receiving Party”) will hold in confidence and not disclose any non-public information of the other party (the “Disclosing Party”) that is marked or reasonably understood to be confidential. The Receiving Party will use the same degree of care it uses to protect its own confidential information of similar importance (and no less than a reasonable standard of care). Confidentiality obligations do not apply to information that (i) is or becomes public through no fault of the Receiving Party, (ii) was already known to the Receiving Party without restriction, (iii) is independently developed without use of the Disclosing Party's confidential information, or (iv) is rightfully received from a third party without restriction. These confidentiality obligations survive for three (3) years after termination of the Agreement.

11. Warranties and Disclaimers

(a) Service Warranty. Gather warrants that it will provide the Services in a professional and workmanlike manner consistent with general industry standards. Dealer's exclusive remedy for breach of this warranty is correction of the deficient Service or, if Gather is unable to correct, a refund of fees paid for the affected Service for the period during which the deficiency persisted.

(b) Mutual Authority. Each party represents that it has full authority to enter into the Agreement.

(c) Disclaimers. Except as expressly stated above, the Services are provided “AS IS” and Gather disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. Identity- and insurance-verification systems are not infallible; no verification system can guarantee detection of every fraudulent or fraudulent-intent transaction, and the Gather Guarantee in Section 6 is Dealer's sole financial remedy for verification failures that result in qualifying losses.

12. Limitation of Liability

(a) Cap. Except for amounts payable under the Gather Guarantee in Section 6, each party's total cumulative liability arising out of or related to the Agreement, regardless of theory, is capped at the total fees paid by Dealer to Gather under the Order Form in the twelve (12) months immediately preceding the event giving rise to liability.

(b) Excluded Damages. Neither party is liable to the other for any indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits, lost revenue, or loss of business opportunity, even if advised of the possibility of such damages.

(c) Exceptions. The cap and exclusions in (a) and (b) do not apply to (i) amounts owed under the Gather Guarantee (which is governed by its own caps in Section 6), (ii) a party's indemnification obligations under Section 13, (iii) a party's willful misconduct or fraud, or (iv) Dealer's payment obligations.

13. Indemnification

(a) By Gather. Gather will defend Dealer from any third-party claim that Dealer's authorized use of the Software infringes a U.S. patent, copyright, or trademark, and will pay damages and reasonable costs finally awarded by a court of competent jurisdiction (or agreed in settlement) for such claim.

(b) By Dealer. Dealer will defend Gather from any third-party claim arising from (i) Dealer's misrepresentation of facts to Gather, a Customer, or a third party in connection with a vehicle transaction, (ii) Dealer's violation of law in connection with the Services, or (iii) Dealer's use of the Services outside the scope of the Agreement, and will pay damages and reasonable costs finally awarded by a court of competent jurisdiction (or agreed in settlement) for such claim.

(c) Procedure. The indemnified party will promptly notify the indemnifying party of any claim, tender sole control of the defense and settlement (provided settlement does not impose any non-monetary obligation on the indemnified party without consent), and reasonably cooperate.

14. Insurance

Each party will maintain commercially reasonable insurance coverage, including commercial general liability and (for Gather) cyber-liability insurance, at limits appropriate to the Services and consistent with industry practice.

15. Compliance with Law; Anti-Corruption

Each party will comply with all laws applicable to its performance under the Agreement. Neither party will offer or accept bribes or other improper payments in connection with the Agreement.

16. Electronic Signatures and Records

Dealer agrees that an electronic signature on the Order Form — including a typed name, a click-through “I Agree” action, or an electronic-signature platform such as DocuSign — has the same legal effect as a handwritten signature under the E-SIGN Act, UETA, and equivalent state laws. Each party may store and reproduce Agreement records electronically, and electronic records are admissible to the same extent as paper records. Dealer is entitled to receive and retain a copy of any signed Order Form; Gather will provide one upon request, and (where Dealer signs through a web checkout) will deliver a copy by email immediately after signing.

17. Changes to These Standard Terms

(a) Updates. Gather may update these Standard Terms from time to time. When it does, Gather will post the updated version at https://www.gatherverify.com/terms with a revised version number and effective date.

(b) Notice of Material Changes. Gather will provide Dealer at least sixty (60) days' prior written notice of any material change to these Standard Terms, by email to the Dealer-of-record's signing email and/or by notice within the Gather product.

(c) Effect on Existing Orders. Each Order Form is governed by the version of these Standard Terms in effect on the date that Order Form was signed for the duration of its then-current term. Upon renewal under Section 5(b), the renewed term is governed by the version of these Standard Terms then in effect, provided that Gather has given the notice required by Section 17(b) for any material change.

(d) Right to Cancel on Material Change. If Dealer objects to a material change, Dealer may cancel the Agreement under Section 5(c) and the cancellation will take effect before the change becomes binding.

18. Governing Law and Dispute Resolution

(a) Governing Law. The Agreement is governed by the laws of the State of Florida, without regard to its conflicts-of-laws principles.

(b) Informal Resolution. Before initiating any formal dispute, the parties will attempt in good faith to resolve the dispute through senior-management discussions for at least thirty (30) days.

(c) Binding Arbitration. Any dispute arising out of or related to the Agreement that is not resolved through informal resolution will be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will be conducted by a single arbitrator and seated in Lee County, Florida. The arbitrator's award is final and may be entered in any court of competent jurisdiction.

(d) Class-Action Waiver. Each party waives any right to participate in a class action, representative action, or consolidated proceeding arising out of the Agreement. The arbitrator has no authority to award class-wide relief.

(e) Injunctive Relief. Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual-property rights or confidential information.

(f) Small Claims Carve-Out. Either party may bring an individual claim in small-claims court in lieu of arbitration if the claim qualifies under that court's rules.

19. General

(a) Assignment. Neither party may assign the Agreement without the other party's prior written consent, except that either party may assign the Agreement, on written notice, to a successor in connection with a merger, acquisition, or sale of substantially all of its assets.

(b) Notices. Notices to Gather must be sent to legal@gatherverify.com with a copy to Gather Revenue, Inc., 1343 Shadow Lane, Ft. Myers, FL 33901. Notices to Dealer may be sent to the email or physical address on the Order Form (or to any updated address Dealer provides to Gather).

(c) Force Majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, including acts of God, war, terrorism, pandemic, government action, labor disputes, or internet or utility outages.

(d) Severability. If any provision of the Agreement is held unenforceable, the remaining provisions remain in effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

(e) Waiver. A party's failure to enforce a right is not a waiver of that right.

(f) Entire Agreement. The Agreement (the signed Order Form together with these Standard Terms) is the entire agreement between the parties on its subject matter and supersedes all prior or contemporaneous understandings.

(g) Independent Contractors. The parties are independent contractors. Nothing in the Agreement creates an agency, partnership, joint venture, or employment relationship.

(h) Counterparts; Electronic Delivery. The Order Form may be executed in counterparts and by electronic delivery (PDF, electronic signature, or web checkout), each of which is deemed an original.

Questions about these Standard Terms? Contact us at legal@gatherverify.com.

© Gather Revenue, Inc. | 1343 Shadow Lane, Ft. Myers, FL 33901