Terms of Service

Agreement to these Terms

These Terms of Service (the "Terms") govern your access to and use of the AutoSavant service (the "Service"). By accepting these Terms, including by clicking "I agree" when you create your account, or by using the Service, you agree to be bound by them. If you do not agree, do not use the Service.

The Service is provided by [COMPANY LEGAL NAME] ("AutoSavant", "we", "us", "our"). If you are accepting these Terms on behalf of a dealership or other organization, you represent that you have authority to bind that organization, and "you" refers to that organization.

1. Definitions

• Service: the AutoSavant software application, websites, and related features we make available to you.
• You / Customer: the licensed dealership or other organization that uses the Service.
• Authorized Users: the individual staff members you permit to access the Service under your account. You are responsible for your Authorized Users and for their compliance with these Terms.
• Records: the vehicle documents and data you upload or provide, such as vehicle history reports, listings, service receipts, build sheets, and photographs, including any text we extract from them.
• Output: any material the Service generates with the assistance of artificial intelligence ("AI"), based on the Records and on general model knowledge, including drafted chat replies and answers to buyer questions, document summaries and insights, key facts, listing drafts, photo-inspection findings, records findings, paint-meter readings, appraisal estimates (Section 7), and answers delivered through the Showroom feature (Section 8).

2. Description of the Service

The Service is an internal drafting and assistance tool for licensed motor vehicle dealers. It helps your staff draft answers to buyer questions, generate listings and summaries, and review vehicle information using the Records you provide, including by running automated inspection of vehicle photographs you upload to surface possible condition findings for your staff to verify. Except as described in Section 8 (Showroom), the Service is designed so that a member of your staff reviews, edits, and approves all Output before it is sent to, shown to, or relied upon in any dealing with any buyer.

By default, the Service does not autonomously communicate with, or make representations to, buyers on your behalf, and any buyer-facing presentation feature displays only information that your staff has reviewed and approved. If you elect to enable the optional Showroom feature described in Section 8, that default changes for that feature only: AI-generated answers are transmitted to consumers who use the Showroom without prior review by your staff, subject to the session limits, escalation of declined questions, and transcript retention described in Section 8, and to your obligations under Sections 6 and 8.

AutoSavant is a software provider. It is not a motor vehicle dealer, broker, or appraiser, does not buy, sell, or advertise vehicles for sale, and is not a party to, and has no interest in, any transaction between you and a buyer.

3. Pilot and early access

The Service is currently provided on a limited pilot and early-access basis for evaluation. It may contain errors or defects, may be changed, suspended, or discontinued in whole or in part at any time, and is provided without any service-level, uptime, or availability commitment. Features may be added, modified, or removed. You should not rely on the continued availability of the Service or any feature.

4. AI Output disclaimer

5. No professional advice

The Service and the Output do not constitute legal, regulatory, financial, appraisal, mechanical, or other professional advice, and are not a substitute for a professional inspection, appraisal, or the advice of qualified professionals. You should obtain your own professional advice where appropriate.

6. Your responsibilities

• Human review and approval. Except for answers delivered to consumers through the Showroom feature while you have elected to enable it (which are governed by Section 8), you will ensure that a qualified member of your staff independently reviews, verifies, and expressly approves each piece of Output before it is sent to, shown to, or relied upon in any dealing with any buyer or third party, and you will not transmit, publish, or rely on any Output that has not been so reviewed and approved. You acknowledge that this human review and approval is a material condition of your use of the Service, and that the Service is designed and priced on the assumption that you perform it. If you enable the Showroom feature, your obligations for Showroom answers are as set out in Section 8, including review of retained transcripts and of questions escalated for a human response.
• You are responsible for the accuracy, completeness, and lawfulness of the Records you upload, and you represent that you have the rights necessary to upload them and to have us process them, including any personal information of third parties (such as prior owners) contained in the Records.
• You alone are responsible for all representations, statements, disclosures, and warranties you make to buyers, whether or not they were informed by Output.
• You are responsible for your own compliance with all applicable laws and regulations, including consumer protection, advertising, odometer, title, and motor vehicle sales laws.
• You are responsible for maintaining your own copies and backups of your Records and other content. The Service is not a system of record or a backup service.
• Export and sanctions. You represent that you and your Authorized Users are not located in, and will not use the Service in or for the benefit of, any country or person subject to applicable trade sanctions or export-control restrictions, and that you will comply with all applicable export-control and sanctions laws.
• You represent that you hold and will maintain all licenses required for your business, and you will use the Service only for your lawful internal business purposes.

7. Appraisal

The Service includes an optional appraisal feature that generates an AI-produced estimate of a vehicle's market value, expressed as value ranges with an associated confidence level. The estimate is generated from comparable-sale and listing data published by third-party auction and marketplace sources and located by an automated web search; we do not control, and do not verify, those sources or the data they publish.

• Each estimate is Output and is subject to Section 4 (AI Output disclaimer). It is not a professional, certified, or licensed appraisal, is not an inspection or an inspection result, is not an offer by AutoSavant or by anyone else to purchase any vehicle, and is not investment, financial, tax, or legal advice.
• We do not warrant the accuracy, currency, or completeness of any comparable sale or listing referenced in an estimate, including its price, date, venue, or link. You must independently verify any comparable before relying on it in any pricing, purchase, consignment, or reserve decision.
• Estimates are provided solely for your internal business use. The Service does not display estimates to buyers or other consumers, and estimates are not included in any buyer-facing feature of the Service.
• [COUNSEL: CONFIRM USE OF THE TERM 'APPRAISAL' FOR THIS FEATURE; SOME STATES REGULATE WHO MAY PERFORM OR OFFER AN 'APPRAISAL']

8. Showroom

The Service includes an optional Showroom feature that lets a consumer scan a vehicle-specific code and ask questions about that vehicle directly, receiving AI-generated answers in a time-limited, question-capped session. The Showroom feature is disabled by default and is enabled for your dealership only at your request or election.

• You are the communicating party. When you enable the Showroom feature, you, and not AutoSavant, are the party communicating with consumers through it. Answers delivered through the Showroom are transmitted without prior review by your staff, and you accept responsibility for them as your own communications with your consumers.
• Legal compliance. You are solely responsible for your compliance with all laws applicable to automated or AI-generated communications with consumers, including consumer-protection laws and any laws requiring disclosure that a consumer is interacting with an automated system rather than a person. [COUNSEL: ENUMERATE APPLICABLE CONSUMER-PROTECTION AND AI/BOT-DISCLOSURE LAWS AND ANY REQUIRED DISCLOSURES FOR TARGET STATES]
• Guardrails and escalation. Showroom sessions are subject to session time limits, question caps, and rate limits, and questions the AI declines to answer are escalated to your staff for a human response. These guardrails do not replace, and do not reduce, your responsibilities under this Section or Section 6.
• Disclosures to consumers. You will not remove, obscure, alter, or contradict the disclosures shown to consumers on Showroom pages, and you will not state or imply to any consumer that Showroom answers are verified, certified, or guaranteed to be accurate.
• Transcripts. Transcripts of Showroom sessions are retained and made available to you within the Service. You are responsible for reviewing them and for any follow-up with a consumer that applicable law or your own policies require.
• Lead information. A Showroom visitor may choose to submit contact details, such as a name, phone number, or email address. We collect those details on your behalf and make them available to you, including by delivering them by email to your owner accounts and to any staff you designate to receive leads. As between you and AutoSavant, they are your customer data, and you are responsible for handling them lawfully, including any notice, consent, marketing, and data-subject-request obligations that apply to you. Before contacting a lead by telephone or text message, you are responsible for having any consent that telemarketing and text-messaging laws require. [COUNSEL: CONFIRM CONTROLLER/PROCESSOR (OR EQUIVALENT) FRAMING FOR SHOWROOM LEAD DATA AND WHETHER A DATA PROCESSING ADDENDUM IS NEEDED]
• Showroom visitors are not parties. Consumers who use the Showroom are not parties to these Terms, and nothing in these Terms grants them any right or remedy. [COUNSEL: CONFIRM INTERACTION WITH THE NO-THIRD-PARTY-BENEFICIARIES CLAUSE IN SECTION 25 AND WHETHER SHOWROOM VISITORS NEED SEPARATE POSTED TERMS OR DISCLOSURES]

9. Acceptable use

You will not, and will not permit anyone to:

• use the Service for any unlawful, fraudulent, infringing, or deceptive purpose;
• upload content you do not have the right to upload, or that infringes any third party's rights;
• resell, sublicense, rent, or otherwise make the Service available to a third party except as expressly permitted;
• scrape, crawl, reverse engineer, or attempt to derive the source code of the Service, except to the extent that restriction is prohibited by law;
• interfere with, overload, or attempt to gain unauthorized access to the Service or its related systems.

Copyright complaints. If you believe material on the Service infringes your copyright, send a notice containing the information required by 17 U.S.C. 512(c)(3) to our designated agent at [DMCA AGENT NAME AND ADDRESS, ONCE REGISTERED WITH THE U.S. COPYRIGHT OFFICE] or support@autosavant.app. We respond to valid notices, including by removing or disabling access to the identified material, and we may suspend or terminate the accounts of repeat infringers.

10. Accounts and security

You are responsible for keeping your account credentials confidential and for all activity that occurs under your account and your Authorized Users' accounts. You will notify us promptly of any unauthorized use. We may suspend access where we reasonably believe an account has been compromised or is being used in violation of these Terms.

11. Suspension

We may suspend your or any Authorized User's access, in whole or in part, immediately and without liability, if we reasonably believe: (a) there is a security or compromise risk; (b) your use violates these Terms or applicable law, or risks harm or legal exposure to us, our providers, or others; (c) suspension is required by law or by one of our providers; or (d) any amount is overdue. We will use reasonable efforts to notify you. Suspension does not relieve your payment obligations or waive any other remedy.

12. Fees and subscription

Fees, billing frequency, and payment terms for the Service are as set out in your order or subscription. Except as required by law or expressly stated, fees are non-refundable.

13. Intellectual property and feedback

AutoSavant and its licensors own all right, title, and interest in and to the Service, including all software, designs, and underlying technology. No rights are granted except as expressly stated in these Terms.

You retain ownership of the Records you upload. You grant AutoSavant a limited, non-exclusive, worldwide license to host, copy, process, transmit, and display the Records, and to generate Output from them, solely as needed to provide and maintain the Service to you (which includes transmitting content to the model and infrastructure providers described in our Privacy Policy). We do not use your Records to train artificial-intelligence models, as described in our Privacy Policy.

As between you and AutoSavant, you own the Output, subject to our and our licensors' ownership of the Service. You are responsible for your use of the Output, including your obligation to review and approve it under Section 6.

Feedback. If you provide suggestions, feedback, or ideas about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate them into the Service or our other products without restriction or obligation to you.

14. Third-party services

The Service relies on third-party providers, including an artificial-intelligence model provider, cloud hosting and database providers, and email providers, as described in our Privacy Policy. We are not responsible for the acts, omissions, availability, performance, security, or changes of any third-party provider, and your use of the Service may be affected by them. Output is generated using third-party AI models whose behavior we do not control. Third-party services may be governed by their own terms.

15. Data protection

To the extent we process personal information contained in the Records, or collected through the Showroom, on your behalf, we act as your service provider or processor, and we will: (a) process that personal information only to provide the Service under these Terms, and for no other commercial purpose; (b) not sell that personal information and not share it for cross-context behavioral advertising; (c) not retain, use, or disclose it outside our direct business relationship with you, and not combine it with personal information we receive from or on behalf of another customer or collect from another source, except as permitted by applicable privacy law; (d) comply with the obligations that applicable privacy laws place on service providers and processors, and provide the level of privacy protection those laws require; (e) ensure that each person we authorize to process that personal information is bound by a duty of confidentiality; (f) notify you promptly if we determine we can no longer meet our obligations under this Section, in which case you may take reasonable and appropriate steps to stop and remediate any unauthorized use of that personal information; (g) taking into account the nature of the processing, assist you in responding to verified requests from individuals to exercise their privacy rights; (h) ensure that any subprocessor we use is bound by written obligations at least as protective as this Section; and (i) implement and maintain reasonable administrative, technical, and physical safeguards designed to protect that personal information, as described in our Privacy Policy.

You may take reasonable steps, on reasonable notice, to confirm that we handle personal information consistently with these Terms, and you may rely on this Section for your own vendor-oversight obligations, including under the FTC Safeguards Rule to the extent it applies to you. On termination, we will delete or return that personal information as described in Section 20 and our Privacy Policy.

[COUNSEL/BUSINESS: WHETHER TO OFFER A STANDALONE DATA PROCESSING ADDENDUM WITH AUDIT MECHANICS AND A SUBPROCESSOR-OBJECTION PROCESS INSTEAD OF, OR IN ADDITION TO, THIS SECTION]

16. Confidentiality

Each party may receive information that is confidential to the other. Each party will use the other's confidential information only to perform under these Terms and will protect it using at least reasonable care. This does not apply to information that is or becomes public through no fault of the receiving party, was already known, is independently developed, or must be disclosed by law.

17. Disclaimer of warranties

18. Limitation of liability

19. Indemnification

You will defend, indemnify, and hold harmless AutoSavant and its officers, directors, employees, and agents from and against any claims, damages, liabilities, losses, and expenses (including reasonable legal fees) arising out of or relating to: (a) your use of the Service; (b) any representation, statement, disclosure, or warranty you make to a buyer; (c) the Records or other content you upload, including any claim that they infringe a third party's rights or were uploaded without authority; and (d) your violation of these Terms or of any applicable law.

AutoSavant will (a) promptly notify you of any claim subject to indemnification (provided that failure to notify promptly relieves you of your obligations only to the extent you are prejudiced); (b) give you sole control of the defense and settlement, except that you may not settle any claim in a manner that imposes any liability or admission on AutoSavant without its prior written consent; and (c) reasonably cooperate at your expense. Your obligations under this Section do not apply to the extent a claim arises from AutoSavant's gross negligence or willful misconduct.

20. Term and termination

These Terms apply for as long as you use the Service. Either party may terminate as set out in your order or, if none, on reasonable notice. We may suspend or terminate your access if you materially breach these Terms. Following termination, on your written request made within thirty (30) days, we will prepare and deliver to you a copy of your Records in a commercially reasonable format. This export is fulfilled by us manually in response to your written request; it is not an automated or self-service feature of the Service. After that period we may delete your Records in accordance with our Privacy Policy and applicable law, and we have no obligation to retain your data except as required by law.

Sections that by their nature should survive (including Definitions, No professional advice, Your responsibilities, Intellectual property and feedback, Confidentiality, Disclaimer of warranties, Limitation of liability, Indemnification, Governing law, and Miscellaneous) survive termination.

21. Governing law and dispute resolution

These Terms are governed by the laws of [STATE], without regard to its conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the courts located in [GOVERNING-LAW JURISDICTION] for any dispute arising out of or relating to these Terms, except that either party may seek injunctive relief in any court of competent jurisdiction. To the extent permitted by law, each party waives its right to a jury trial in any dispute arising out of or relating to these Terms or the Service, and disputes may be brought only in the parties' individual capacities and not as a class, collective, or representative action.

22. Force majeure

Neither party will be liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, fire, flood, severe weather, epidemics, war, terrorism, civil unrest, labor disputes, governmental action, internet or telecommunications failures, and failures or outages of third-party providers or hosting infrastructure.

23. Notices

We may give you notice by email to the address associated with your account, by posting within the Service, or by other reasonable means; such notice is deemed given when sent or posted. You may give us notice at support@autosavant.app or such address as we designate. You are responsible for keeping your account email current.

24. Changes to these Terms

We may update these Terms from time to time. We will provide notice of material changes by a reasonable method, such as posting the updated Terms with a new effective date or notifying you in the Service. Your continued use of the Service after the changes take effect means you accept the updated Terms. If a material change reduces your rights or expands your obligations, we will notify you by email or in the Service at least [NOTICE PERIOD, PROPOSED 30 DAYS] days before it takes effect.

25. Miscellaneous

These Terms (together with any order) are the entire agreement between you and AutoSavant regarding the Service and supersede any prior agreements on that subject. If there is a conflict, a signed order controls over these Terms. Our Privacy Policy describes how we handle information; our contractual data commitments to you are stated in Section 15 (Data protection). If any provision is held unenforceable, the rest remains in effect. You may not assign these Terms without our consent (except to a successor of your dealership business); we may assign them in connection with a merger, acquisition, or sale of assets. No failure to enforce a provision is a waiver of it. These Terms are for the sole benefit of the parties and their permitted successors and assigns, and create no rights in any third party (including any buyer or other person who deals with you). Nothing in these Terms creates a partnership, agency, or employment relationship between the parties.

26. Contact

Questions about these Terms can be directed to [COMPANY LEGAL NAME] at support@autosavant.app, or by mail at [MAILING ADDRESS].