1. Agreement to these Terms
These Terms of Service ("Terms") govern your access to and use of the Integrated Auto Solutions platform, website, and related services (together, the "Service"), operated by Integrated Auto Solutions, LLC, a [STATE] limited liability company ("IAS", "we", "us").
By accessing or using the Service, you agree to these Terms. If you are entering into these Terms on behalf of a dealership or other business, you represent that you have authority to bind that business, and "you" refers to that business.
If you do not agree to these Terms, do not use the Service.
2. What the Service is
IAS provides a software platform that helps used vehicle dealerships evaluate wholesale buying opportunities. The Service scans vehicle listings, estimates market values, generates risk and profitability assessments using automated and AI-assisted analysis, and presents ranked recommendations.
The Service provides information and analysis to support your decisions. It does not make purchasing decisions for you, and it is not a broker, dealer, agent, appraiser, lender, or advisor of any kind. Every purchasing decision remains yours.
3. Eligibility and business use only
The Service is offered solely for business use by licensed motor vehicle dealers and their authorized personnel. It is not intended for consumers and is not offered to individuals purchasing vehicles for personal use.
You represent that you are at least 18 years old, hold any licenses required to conduct your business, and will use the Service only for lawful business purposes.
4. Accounts and security
You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to notify us promptly at [SECURITY EMAIL] if you become aware of any unauthorized access.
You may not share credentials with anyone outside your organization, or allow access by any third party, including other dealerships.
5. Important: no warranty on valuations, scores, or recommendations
This section is central to your use of the Service. Please read it carefully.
Vehicle valuations, risk scores, maximum bid recommendations, estimated resale prices, estimated profit, estimated reconditioning costs, days-to-sell estimates, and written summaries produced by the Service are estimates and opinions generated by automated systems, including artificial intelligence models. They are not appraisals, guarantees, or professional advice.
Specifically, you acknowledge that:
- Source data may be incomplete or wrong. Listings are gathered from third-party sources. Mileage, condition, accident history, title status, and other attributes may be missing, inaccurate, or misrepresented by the original seller. Where data is unknown, the Service indicates this, but it cannot detect every error.
- AI-generated output can be wrong. The Service uses large language models to produce risk assessments, pricing guidance, and written summaries. These may contain errors, omissions, or reasoning that does not hold for a particular vehicle.
- Estimates are not verified condition reports. Unless a verified third-party condition report is expressly presented as such, the Service has not inspected any vehicle.
- Market conditions change. Values are point-in-time estimates and may be stale.
- You must independently verify. You are solely responsible for inspecting vehicles, verifying VINs, odometer readings, title status and history, and confirming values before bidding, purchasing, or pricing any vehicle.
We are not liable for any purchasing decision you make, or any loss you incur, based on output from the Service.
6. Third-party data and services
The Service may incorporate data licensed from third parties, which may include wholesale valuation data, auction listing data, vehicle history reports, condition reports, and safety recall information.
That data is owned by its respective providers and is subject to their terms. You agree that:
- You will use third-party data only within the Service and only for your own internal business purposes.
- You will not extract, scrape, redistribute, resell, sublicense, or publicly display third-party data obtained through the Service.
- You will not remove or obscure any attribution, disclaimer, or copyright notice displayed with third-party data.
- Certain third-party data may not be displayed to consumers or in any consumer-facing context, and you will not do so.
- Access to third-party data may be modified, suspended, or discontinued if our agreement with that provider changes. We will make reasonable efforts to maintain continuity, but cannot guarantee ongoing availability of any particular data source.
7. Your data, and what we do with it
You retain ownership of your data. This includes your dealership information, inventory, purchase and sale records, and any data you enter or connect to the Service ("Customer Data").
You grant us a limited, non-exclusive license to host, process, and analyze Customer Data solely to operate and improve the Service for you.
Learning from your results. A core function of the Service is learning from your actual buying and selling outcomes in order to improve the recommendations shown to you. This means your transaction history is analyzed to build a profile of your buying patterns, margins, and turn rates.
Data connected from other systems. If you connect a dealer management system, auction account, or other third-party service, you authorize us to access and process data from that system on your behalf, and you represent that you have the right to grant that access.
8. Acceptable use
You will not:
- Reverse engineer, decompile, or attempt to derive the source code or underlying models of the Service
- Use automated means to extract data from the Service beyond any documented API
- Resell, sublicense, or provide the Service to any third party
- Use the Service to build or train a competing product
- Interfere with, overload, or attempt to gain unauthorized access to the Service
- Use the Service in violation of any applicable law, including motor vehicle sales, advertising, consumer protection, and fair lending laws
9. Fees and payment
During any pilot, evaluation, or free period, the Service is provided at no charge and may be modified or discontinued at any time.
10. Availability and support
We aim to keep the Service available but do not guarantee uninterrupted access. The Service may be unavailable due to maintenance, third-party outages, or factors outside our control.
We do not currently offer a contractual uptime commitment or service level agreement.
Support is available at [SUPPORT EMAIL].
11. Confidentiality
Each party may receive confidential information from the other. Each party agrees to protect the other's confidential information with at least reasonable care and to use it only as needed to perform under these Terms. This does not apply to information that is public, independently developed, or lawfully received from a third party.
12. Term and termination
These Terms apply for as long as you use the Service.
You may stop using the Service at any time. [ADD ONCE BILLING EXISTS: cancellation process and effect on fees.]
We may suspend or terminate your access if you materially breach these Terms, if required by law, or if a third-party data provider requires it.
On termination, you may request an export of your Customer Data within [30] days. After that period we may delete it in accordance with our Privacy Policy and retention practices.
13. Disclaimer of warranties
EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT.
WE DO NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE, THAT ANY VALUATION OR RECOMMENDATION WILL BE ACCURATE, OR THAT USE OF THE SERVICE WILL BE PROFITABLE.
14. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, OR LOST BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY.
OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID US IN THE [TWELVE (12)] MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) [ONE HUNDRED DOLLARS ($100)].
15. Indemnification
You agree to indemnify and hold us harmless from any third-party claim arising out of your use of the Service in violation of these Terms or applicable law, your Customer Data, or any purchasing or sales decision you make.
16. Changes to these Terms
We may update these Terms. If we make material changes, we will provide notice by email or through the Service at least [30] days before they take effect. Continued use after that date constitutes acceptance.
17. Governing law and disputes
These Terms are governed by the laws of the State of [ILLINOIS], without regard to conflict of law principles. [DECIDE WITH COUNSEL: exclusive jurisdiction and venue, whether to require arbitration, and whether to include a class action waiver.]
18. General
These Terms are the entire agreement between us regarding the Service. If any provision is unenforceable, the rest remains in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our written consent.
19. Contact
Integrated Auto Solutions, LLC [BUSINESS ADDRESS] [CONTACT EMAIL]