Terms of Use

Last updated: 07/16/2026

These Terms of Use ("Terms") govern access to and use of the FixedOps Automation platform, website, and related services available at or through sdxfoa.com and any successor domains ("FOA") provided by Strategic DX, Inc., a Delaware corporation ("Strategic DX", "we", or "us"). The site located at warranty.sdxfoa.com is not subject to these Terms and is governed by its own terms. References to Strategic DX include, where the context permits, its Affiliates. "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with Strategic DX, Inc.

By accessing or using FOA, you ("User" or "you") agree to be bound by these Terms. If you access FOA on behalf of a company or other legal entity, you represent and warrant that you have authority to bind that entity, in which case "you" and "User" refer to both you individually and that entity, jointly and severally. If you do not agree, or do not have such authority, you must not access or use FOA.

1. Scope and Relationship to Other Agreements

1.1 FOA is made available to Strategic DX's contracted clients and their authorized personnel and to Strategic DX's authorized service providers (collectively, "Clients") under separately signed agreements ("Client Agreements").

1.2 Each Client Agreement governs the relationship between Strategic DX and the Client that signed it. In the event of any conflict or inconsistency between these Terms and a Client Agreement, the Client Agreement shall prevail, but only as between Strategic DX and the Client that is a signatory to it. Nothing in these Terms amends, supersedes, limits, or overrides any Client Agreement.

1.3 These Terms govern your access to and use of FOA regardless of how that access was arranged — including if you were invited by a Client, or are acting for, at the direction of, or on behalf of a Client. Unless you are a Client that is a signatory to a Client Agreement, you are not a party to, acquire no rights under, are not a third-party beneficiary of, and may not invoke or rely upon, any Client Agreement, including as a defense to or limitation of your obligations under these Terms.

1.4 Strategic DX may update these Terms at any time by posting a revised version on FOA consistent with Section 1.2. Your continued use after posting constitutes acceptance of the revised Terms. Any Dispute (as defined below) will be resolved under the version of these Terms in effect at the time the Dispute arose.

2. Access and License

2.1 Subject to your compliance with these Terms, Strategic DX grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use FOA solely for the purposes permitted under Section 2.5, subject at all times to the restrictions in Section 3. No invitation, instruction, or authorization from a Client or any other party expands this license or authorizes any use prohibited by these Terms. FOA is licensed, not sold, and Strategic DX reserves all rights not expressly granted.

2.2 Strategic DX may suspend, restrict, or terminate your access, or modify, limit, or discontinue all or any part of FOA, at any time, with or without cause, and without notice or liability. Any beta, trial, or pre-release feature may be changed or withdrawn at any time.

2.3 Access credentials are personal to you. You must keep them confidential and must not share them. You are responsible for all activity under your credentials, whether or not authorized by you, and must notify Strategic DX immediately of any actual or suspected unauthorized use.

2.4 Business use only. FOA is provided solely for business and professional use by authorized personnel of Clients which consist of dealers, service centers, third-party administrators, and other business counterparties, and is not intended for, offered to, or directed at consumers, vehicle owners, or the general public.

2.5 Eligibility. You represent and warrant that: (a) you are at least 18 years of age; (b) your access to FOA has been authorized by a Client that has a Client Agreement with Strategic DX or by Strategic DX; (c) you are accessing FOA solely for that Client's internal business purposes, pursuant to a Client Agreement in connection with your business relationship with that Client, or as otherwise authorized by Strategic DX; (d) you are accessing FOA in the course of a trade, business, or profession and not for personal, family, or household purposes, and you are not a "consumer" under any applicable consumer protection law; and (e) your access has not been suspended, revoked, or otherwise restricted by Strategic DX or the Client.

3. Acceptable Use

You must not, and must not permit anyone to, directly or indirectly:

(a) transfer, rent, sublicense, lease, time-share, or use FOA in any service bureau arrangement, or otherwise make FOA available to any third party;

(b) copy, distribute, manufacture, adapt, create derivative works of, translate, localize, port, or otherwise modify FOA;

(c) reverse engineer, decompile, or disassemble any aspect of FOA, or set up competing networks such as shadow servers or pirate servers;

(d) use FOA to build, benchmark, or assist a competing product or service;

(e) use FOA, or any data, content, output, or other material accessed through or generated by FOA, to develop, train, fine-tune, test, improve, or provide input to any artificial intelligence or machine learning model, system, or technology, including without limitation any large language model, foundation model, or generative AI system;

(f) circumvent, disable, or interfere with any technological measure that controls access to FOA, or any security feature, access control, or usage limit;

(g) transmit or communicate any data or content that infringes any patent, trademark, trade secret, copyright, or other proprietary right of any party;

(h) transmit, upload, use, or otherwise make available any software virus or any other corrupt computer code, files, or programs designed to interrupt, destroy, limit, or impair the functionality of any computer software, hardware, or telecommunications equipment;

(i) use or launch any automated system, including without limitation "robots," "spiders," or "offline readers," in a manner that sends more request messages to Strategic DX's servers than a human can reasonably produce in the same period of time using a conventional online web browser, or scrape, crawl, or extract data by automated means;

(j) take any action that imposes an unreasonable load on FOA's infrastructure;

(k) attempt to interfere with, or compromise the system integrity or security of, FOA, or use any device, software, or routine to interfere or attempt to interfere with the proper working of FOA or any activity conducted on FOA, or conduct penetration testing;

(l) use FOA in violation of applicable law or third-party rights;

(m) access areas of FOA, or data of other Clients or users, not intended for you;

(n) remove, obscure, or alter any proprietary notice, or frame, mirror, or deep-link to FOA; or

(o) impersonate any person or entity, misrepresent your affiliation, forge headers or identifiers, transmit unsolicited advertising or "spam," or collect or harvest information about other users without authorization.

Any breach of this Section 3 automatically terminates your license under Section 2.1, without limiting Strategic DX's other rights and remedies.

4. Intellectual Property

4.1 FOA, including all software, code, designs, interfaces, documentation, data compilations, trademarks, patentable rights, and any other intellectual property related thereto, and all current and future improvements, derivatives, and other modifications thereof, is and remains the exclusive property of Strategic DX and its licensors. No rights are granted to you except the limited license in Section 2.

4.2 If you provide feedback, suggestions, or ideas relating to FOA, you assign to Strategic DX all rights in such feedback, and Strategic DX may use it without restriction, attribution, or compensation.

5. Confidentiality

5.1 FOA and all non-public information about FOA, including its features, design, performance, and pricing, are Strategic DX's Confidential Information.

5.2 "Confidential Information" means without limitation, specifications, software, code, diagrams, information, data, materials, markets, customers, suppliers, inventions, products, procedures, designs, research and development, business plans, financial projections, organizations, employees or consultants or any other similar aspects of or information related to the present or future business of Strategic DX and its Affiliates.

5.3 All Confidential Information shall be deemed confidential and proprietary to Strategic DX and its Affiliates. You may use Confidential Information only as necessary to use FOA as permitted by these Terms. You shall not disclose or provide any Confidential Information to any third party and shall take reasonable measures (including the use of nondisclosure agreements consistent with, and not less restrictive than, this Section 5) to prevent any unauthorized disclosure by your employees, agents, contractors, or consultants.

5.4 The following information shall not be deemed Confidential Information for purposes of this Section 5: (a) information required to be disclosed under a subpoena, request for documents, or other validly issued judicial or administrative process, provided that you promptly notify Strategic DX of the receipt of process and permit Strategic DX and its Affiliates a reasonable opportunity to respond to such process (and, if Strategic DX or its Affiliates secure a protective order, such information shall remain Confidential Information to the extent therein specified); (b) information that is or becomes generally available to the public other than as a result of any unauthorized disclosure by you; (c) information available to you from a third party who received such information on a non-confidential basis and without obligation to Strategic DX and its Affiliates; (d) information already known to you prior to its disclosure by Strategic DX and its Affiliates; (e) information independently developed by you without any use of or reliance on Strategic DX's or its Affiliates' Confidential Information; or (f) information the parties mutually agree in writing may be disclosed publicly.

5.5 Your confidentiality obligations survive termination of these Terms indefinitely (or, where a perpetual term is unenforceable, for the maximum period enforceable by applicable law, and indefinitely for trade secrets).

5.6 You acknowledge that breach of this Section 5 may cause Strategic DX and its Affiliates irreparable harm for which damages are an inadequate remedy, and Strategic DX and its Affiliates are entitled to seek injunctive relief without proof of damages or posting of a bond.

6. Data

6.1 You are solely responsible for any data, content, or materials you submit to, or generate through, FOA ("User Content") and warrant you have all rights necessary to submit or generate it.

6.2 You grant Strategic DX a worldwide, royalty-free license to host, process, and use User Content as necessary to operate, maintain, secure, and improve FOA.

6.3 Strategic DX may collect and use usage data and analytics relating to your use of FOA, in aggregated or de-identified form, for any lawful purpose.

6.4 Privacy. Strategic DX's collection and use of information in connection with FOA is described in its Privacy Policy https://www.sdxfoa.com/privacy, which is incorporated into these Terms by reference consistent with Section 1.2. By using FOA, you acknowledge the Privacy Policy.

7. No Warranty

FOA IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY. WITHOUT LIMITING THE FOREGOING, STRATEGIC DX DOES NOT WARRANT THAT FOA WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY PARTICULAR RESULTS, OR BE UNINTERRUPTED, TIMELY, OR ERROR-FREE.

8. Limitation of Liability

8.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER STRATEGIC DX NOR ITS AFFILIATES SHALL HAVE ANY LIABILITY TO YOU WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF (OR INABILITY TO USE) FOA, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHERWISE.

8.2 WITHOUT LIMITING SECTION 8.1, NEITHER STRATEGIC DX NOR ITS AFFILIATES SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. Indemnity

You shall indemnify, defend, and hold harmless Strategic DX, its Affiliates, and their respective officers, directors, employees, and agents from and against all claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) your use of FOA; (b) the User Content; (c) your breach of these Terms; or (d) your violation of law or third-party rights. Strategic DX may, at its option, assume the exclusive defense and control of any matter subject to indemnification, and you will cooperate with that defense.

10. Termination

10.1 These Terms are effective until terminated. Strategic DX may terminate or suspend your access at any time, for any or no reason, without notice or liability.

10.2 Upon termination you must cease all use of FOA and, at Strategic DX's request, destroy or return all Confidential Information in your possession.

10.3 Sections 3, 4, 5, 6.2, 6.3, 7, 8, 9, 10.2, 10.3, and 11 survive termination.

11. General

11.1 Governing law. These Terms are governed by the laws of the State of Colorado, without regard to its conflict-of-laws rules.

11.2 Arbitration. Except as provided below, any dispute, controversy, or claim arising out of or relating to these Terms or FOA, including any such dispute involving Strategic DX's Affiliates (a "Dispute") will be resolved exclusively by final and binding arbitration administered by Judicial Arbiter Group, Inc. ("JAG") in Denver, Colorado, before a single arbitrator, under the Colorado Uniform Arbitration Act, C.R.S. § 13-22-201 et seq. If JAG is unavailable, Strategic DX will designate a comparable arbitration provider located in Denver, Colorado.

11.3 Class action waiver; jury waiver. YOU AGREE THAT YOU MAY BRING DISPUTES AGAINST STRATEGIC DX OR ITS AFFILIATES ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS OR PRESIDE OVER ANY CLASS OR REPRESENTATIVE PROCEEDING. YOU, STRATEGIC DX AND ITS AFFILIATES WAIVE ANY RIGHT TO A JURY TRIAL.

11.4 Exceptions to arbitration. Notwithstanding the foregoing, Strategic DX and its Affiliates may (a) bring an individual claim in small claims court, and (b) seek injunctive or other equitable relief in a court of competent jurisdiction located in Denver County, Colorado to protect their intellectual property or Confidential Information, and you consent to the exclusive personal jurisdiction and venue of such courts for that purpose.

11.5 Arbitrator limits; fees. The arbitrator has no authority to award punitive or exemplary damages or any damages excluded by, or beyond the limits stated in, these Terms. Each party bears its own costs and fees, except that the arbitrator may award the prevailing party its reasonable attorneys' fees and costs to the extent permitted by law.

11.6 Time limit on claims. ANY DISPUTE BY YOU MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE IT IS PERMANENTLY BARRED.

11.7 Assignment. You may not assign these Terms. Strategic DX may assign them freely.

11.8 No waiver. Strategic DX's failure to enforce any provision is not a waiver.

11.9 Severability. If any provision is unenforceable, it will be modified to the minimum extent necessary, and the remainder will remain in effect. If the class action waiver in Section 11.3 is found unenforceable as to a particular Dispute, that Dispute (and only that Dispute) shall proceed in the courts located in Denver County, Colorado rather than in arbitration.

11.10 No partnership. Nothing in these Terms creates any partnership, agency, employment, or fiduciary relationship.

11.11 Third-party services. FOA may rely on or link to third-party products, services, or websites that Strategic DX does not control. Strategic DX makes no representations regarding, and disclaims all liability for, any third-party offering, and your use of any third-party offering is at your own risk and subject to that third party's terms.

11.12 Force majeure. Strategic DX is not liable for any delay or failure to perform resulting from causes beyond its reasonable control.

11.13 Notices. Strategic DX may provide notices to you by email, through FOA, or by posting on FOA. Notices to Strategic DX must be sent in writing to the address in Section 11.16.

11.14 Copyright complaints. If you believe content on FOA infringes your copyright, you may submit a notice under the Digital Millennium Copyright Act (17 U.S.C. § 512(c)(3)) to Strategic DX's designated agent at the address in Section 11.16, including the information required by that statute.

11.15 Entire agreement (third-party users). For Users who are not party to a Client Agreement, these Terms constitute the entire agreement with Strategic DX regarding FOA and supersede all prior communications. For Clients, Section 1.2 applies.

11.16 Contact. Strategic DX, Inc., 2285 Manatt Court, Suite C, Castle Rock, Colorado 80104