SongBird, Inc., a Delaware corporation, and/or its subsidiaries and affiliates ("SongBird," "Flock," "we," "us," or "Service Provider") has agreed to provide certain services to the dealer client identified in the applicable Order Form (the "Client" or "Dealer") under the terms of this Master Services Agreement (the "Agreement") and as described in the Order Form referencing this Agreement (each, an "Order Form" or "Services Agreement"). Together with each Order Form, this Agreement governs the "Services."
By signing an Order Form that references this Agreement, by accessing or using the Services, or by authorizing SongBird to integrate with Client's systems, Client agrees to be bound by this Agreement.
1. The Services
Flock operates a dealer-controlled marketplace and customer-engagement platform that helps franchise and independent automobile dealers generate revenue across the ownership lifecycle. The Services consist of the FlockConnect platform together with the product verticals Client selects on its Order Form:
- FlockConnect — the operating layer that integrates with Client's Dealer Management System ("DMS") and Customer Relationship Management system ("CRM") to shop, monitor, and engage Client's prospects, sales customers, and service customers (the "FlockShop," "FlockMonitor," and "FlockEngage" modules).
- FlockCover — the auto-insurance vertical.
- FlockFinance — the refinance and financing vertical.
- FlockProtect — the vehicle-protection vertical (vehicle service contracts, warranties, and ancillary protection products).
SongBird may add, modify, or discontinue features, modules, or verticals from time to time. The specific Services, fees, and term applicable to Client are set out in the Order Form.
2. DMS and CRM Access
To provide the Services, Client agrees to provide Service Provider with login credentials and/or authorized integration access to Client's DMS and CRM, and to authorize Service Provider to act as Client's agent for the limited purpose of (a) reading, running, and exporting reports; (b) adding or updating records related to the Services; and (c) shopping, monitoring, and engaging Client's prospects, sales customers, and service customers as contemplated by the selected Services.
Service Provider will not share Client's DMS or CRM data with third parties except (i) as described in this Agreement or the DPA (defined below), (ii) with subprocessors and product partners engaged to deliver the Services, or (iii) as required by applicable law. Service Provider shall have no liability to Client or any third party in connection with such access and use so long as it is in accordance with this Agreement.
Client represents and warrants that any personal information (as defined by applicable privacy laws) contained in its DMS or CRM has been collected by Client, and is disclosed to Service Provider, in accordance with all applicable privacy laws. Where the Services involve an interface or integration with a third-party DMS or CRM provider (for example, CDK Global, the Reynolds and Reynolds Company, or similar), Client agrees that: (a) Client will use the Services only in connection with Client's own authorized DMS/CRM instance covered by the Order Form; (b) Client will not copy, disassemble, decompile, or reverse-engineer any aspect of such interface or the Services; (c) the applicable DMS/CRM provider reserves all right, title, and interest in and to its interface; and (d) Client will not transfer, lend, lease, sublicense, or provide outsourcing services involving such interface or the Services to any third party.
3. Customer Engagement; Calls, Text Messaging, and Consent
Certain Services involve contacting Client's prospects, sales customers, and service customers by phone, SMS/MMS, email, or other channels on Client's behalf, and may involve call tracking, recording, transcription, and analytics.
Consent and compliance. As between the parties, Client is solely responsible for: (i) ensuring that every contact is made with the legally required consent of the recipient and otherwise complies with applicable law, including the Telephone Consumer Protection Act ("TCPA"), the CAN-SPAM Act, state telemarketing and recording laws, and applicable communications-industry guidelines; (ii) advising callers and recipients, where required, that calls may be recorded, transcribed, monitored, analyzed, or archived; and (iii) maintaining the accuracy of opt-in/opt-out status in its DMS and CRM, which Service Provider may reasonably rely upon.
Client represents and warrants that each contact in its CRM that is not designated "opt-out" has provided valid, verifiable express consent to receive communications of the type sent under the Services. Such consent is not valid if it was bought, sold, rented, or exchanged.
Opt-out. Client will notify Service Provider of any opt-out, unsubscribe, complaint, or revocation of consent it receives no later than one (1) business day after receipt. Where Service Provider manages communications, it will honor opt-outs received through the Services and update Client's CRM accordingly. Client will maintain records of opt-ins and opt-outs for at least four (4) years, or longer if required by applicable law.
Messaging practices. Client will not use the Services to send messages outside 8:00 a.m.–9:00 p.m. local time of the recipient, to send unlawful, deceptive, malicious, or inappropriate content, or in any manner that violates carrier or industry messaging standards. Initial messages will identify Client as the sender and include opt-out instructions (e.g., "Reply STOP to unsubscribe"). All use of calling and messaging features is at Client's sole risk.
4. Insurance, Financing, and Protection Products
FlockCover, FlockFinance, and FlockProtect may present consumers with offers from third-party carriers, lenders, administrators, and providers ("Product Partners"). Client acknowledges and agrees that:
- SongBird and its Product Partners, not Client, underwrite, issue, service, and bear the obligations of any insurance policy, loan, refinance, or protection product, except to the extent the Order Form provides otherwise.
- SongBird is not an insurer, lender, or licensed producer except where it (or a Product Partner) holds the applicable license; the availability of any product is subject to eligibility, underwriting, and applicable law.
- Client will not make representations about any insurance, financing, or protection product beyond materials approved by SongBird, and will comply with all applicable licensing, disclosure, and consumer-finance laws (including the Gramm-Leach-Bliley Act ("GLBA"), the Truth in Lending Act, and ECOA) in connection with its participation.
- Nonpublic personal financial information processed through these verticals is subject to the DPA and to GLBA safeguards.
5. AI-Assisted Features
Certain features generate content using artificial-intelligence systems. Such content may contain errors, inconsistencies, or outdated information and is provided "as is" without warranty. Client uses AI-generated content at its own risk, and Service Provider has no liability for losses arising from its use. Client agrees that pages or messages displaying AI-generated content will bear any notice reasonably specified by Service Provider.
6. Fees, Term, and Termination
Fees, the initial term, and the renewal terms are set out in the Order Form. Unless the Order Form states otherwise:
- The FlockConnect membership fee and any per-conversion amounts (for FlockCover, FlockFinance, and FlockProtect) are billed as described in the Order Form. Billing begins on the Effective Date of the Order Form.
- Invoices are due net fifteen (15) days. Third-party integration or pass-through fees are charged to Client.
- The term begins on the Effective Date and renews automatically for successive renewal terms unless either party gives written notice of non-renewal as described in the Order Form.
- Either party may terminate for the other's material breach not cured within thirty (30) days of written notice. SongBird may suspend or terminate access for non-payment or for use that violates this Agreement or applicable law.
- Termination does not relieve either party of obligations accrued before termination. Sections that by their nature should survive (including Sections 7–12) survive termination.
7. Data Use and Aggregated Data
Service Provider may collect and retain data generated through Client's use of the Services to operate, secure, support, and improve the Services; to develop new products and services; and to manage the parties' relationship. Service Provider may use such data, combined with other data, in an aggregated and de-identified manner to produce statistical, benchmarking, and performance insights, and may disclose aggregate trends and findings to third parties. Aggregated and de-identified data does not identify Client or any individual. Client's and consumers' personal information is handled as described in the Privacy Policy and the Data Processing Addendum.
8. Data Privacy and Consumer Protection
As between the parties, Client acts as the business/data controller and is solely responsible for its compliance with all applicable privacy and consumer-protection laws relating to the collection, use, security, and processing of personal information, including the California Consumer Privacy Act as amended by the CPRA (together, the "CCPA"), other U.S. state privacy laws, GLBA, CAN-SPAM, and the TCPA. Client is responsible for providing legally adequate privacy notices to its consumers, including disclosure of the processing performed through the Services, and for the intake of and response to consumer rights requests. Service Provider will reasonably assist Client with such requests as required by law and as described in the DPA.
The Flock Data Processing Addendum ("DPA") is incorporated into and made part of this Agreement by reference. Any processing of Client personal data by Service Provider is governed by the DPA.
9. Intellectual Property
Each party retains all right, title, and interest in its own intellectual property. Service Provider retains all ownership of the Services and all related software, platforms, models, documentation, and materials, and grants Client only a limited, non-exclusive, non-transferable right to access and use the Services during the term for Client's internal business purposes. Client acquires no rights in the Services except as expressly granted. Service Provider may use Client's name, logo, and marks to identify Client as a Flock customer in marketing materials; Client may revoke this permission by written notice.
10. Indemnification
Client will defend, indemnify, and hold harmless Service Provider and its parent, subsidiaries, affiliates, Product Partners, and their respective officers, directors, employees, and agents (the "Indemnified Parties") from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (i) Client's or its personnel's violation of any law or regulation; (ii) the Indemnified Parties contacting Client's prospects or customers using data or consent status supplied or maintained by Client; (iii) errors in Client's DMS or CRM data; or (iv) Client's breach of this Agreement. No indemnity is owed to the extent harm is finally determined to have been caused solely by an Indemnified Party's fraud or intentional misconduct.
11. Disclaimers; Limitation of Liability
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, SERVICE PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SERVICE PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY PARTICULAR REVENUE, CONVERSION, OR RESULT WILL BE ACHIEVED.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR BUSINESS, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SERVICE PROVIDER'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNT OF FEES PAID BY CLIENT TO SERVICE PROVIDER IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
12. Governing Law; Dispute Resolution
This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. Any dispute arising out of or relating to this Agreement will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, on an individual basis only; class or representative arbitration is not permitted. The seat of arbitration is Wilmington, Delaware. Judgment on the award may be entered in any court of competent jurisdiction. Either party may seek injunctive or equitable relief in court to protect its intellectual property or confidential information. Either party may opt out of this arbitration provision by written notice to the other within thirty (30) days of first accepting this Agreement.
13. Confidentiality
Each party will protect the other's non-public business, technical, and financial information disclosed under this Agreement using at least reasonable care, will use it only to perform under this Agreement, and will not disclose it except to personnel and subprocessors with a need to know who are bound by comparable obligations, or as required by law.
14. Miscellaneous
Client represents that it is a merchant acquiring the Services for business purposes, and the person accepting this Agreement has authority to bind Client. Service Provider is an independent contractor; nothing creates an employment, partnership, or joint-venture relationship. If any provision conflicts with the rules of an OEM program in which Client participates, the OEM rules control for the services within that program only. This Agreement and the applicable Order Form are the complete agreement between the parties regarding the Services and supersede prior understandings. Service Provider may update this Agreement from time to time by posting an updated version; continued use of the Services constitutes acceptance. Service Provider may assign this Agreement; Client may not assign without Service Provider's consent except in a merger or sale of substantially all assets. If any provision is held invalid, the remainder stays in effect. Notices must be in writing to the addresses on the Order Form, or to SongBird at the address below.
SongBird, Inc. 220 S. Wilcox St. #1300, Castle Rock, CO 80104 Legal notices: [email protected] Corporate: SongBird.autos
This Agreement was last updated on June 4, 2026.