Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") are a binding legal agreement between[LEGAL ENTITY NAME], a [STATE][limited liability company / corporation] ("RevLot," "we," "us," or "our") and the business entity or individual that registers for, accesses, or uses the Services ("Customer," "you," or "your").

By clicking "I agree," executing an Order Form that references these Terms, creating an account, or accessing or using the Services, you accept these Terms. If you do not agree, do not access or use the Services.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, and "you" refers to that entity. If you lack such authority, you must not accept these Terms or use the Services.

The Services are offered solely to businesses and are not intended for personal, family, or household use. You represent that you are accessing the Services in a commercial capacity and that you are at least 18 years of age.

2. Definitions

"Affiliate" means any entity that controls, is controlled by, or is under common control with a party.

"Authorized User" means an individual employee, contractor, or agent of Customer whom Customer permits to access the Services under Customer's account.

"Consumer" means an individual whose personal information is submitted to or processed through the Services by Customer, including retail purchasers, lessees, credit applicants, trade-in customers, and service customers.

"Customer Data" means all data, records, documents, images, files, and other content that Customer or its Authorized Users submit to, upload to, or generate within the Services, including Consumer records, inventory records, deal records, and accounting records.

"Documentation" means the user guides, help materials, and technical documentation RevLot makes generally available for the Services.

"HitchHub" means the RevLot marketplace, listing, and syndication features, whether offered as part of the Services or as a separate product.

"Order Form" means an ordering document, online checkout, or subscription selection executed or completed by Customer that identifies the subscription plan, fees, and term.

"Output" means any text, summary, description, recommendation, valuation, classification, projection, translation, image, or other content generated by the AI Features.

"Services" means the RevLot DMS software-as-a-service platform, including all modules, features, APIs, mobile applications, HitchHub, and any related support, as made available by RevLot.

"AI Features" means any functionality of the Services that uses artificial intelligence, machine learning, large language models, or automated generation or analysis, whether provided by RevLot or a third-party model provider.

3. The Services

3.1 License Grant

Subject to Customer's compliance with these Terms and payment of all fees, RevLot grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Subscription Term to access and use the Services for Customer's internal business operations, solely in accordance with the Documentation and the plan and user limits set forth in the applicable Order Form.

3.2 What the Services Are

RevLot provides software tools that may include, depending on plan: inventory management; vehicle intake and reconditioning tracking; desking and deal structuring; document generation; customer relationship management; parts and service management; accounting and reporting; messaging; website and listing syndication; and AI-assisted features.

3.3 What the Services Are Not

The Services are administrative and record-keeping tools. RevLot does not:

• verify the accuracy, completeness, legality, or currency of any Customer Data, vehicle record, title status, lien status, odometer reading, VIN, valuation, tax rate, fee schedule, or document template;
• guarantee that any form, contract, disclosure, or document generated by or through the Services satisfies the requirements of any federal, state, or local law, of any state motor vehicle agency, or of any lender, lessor, insurer, or auction;
• act as a party to, broker of, or guarantor of any transaction between Customer and any Consumer, lender, auction, transport provider, or third party;
• perform, verify, or take responsibility for any credit decision, adverse action notice, identity verification, OFAC screening, or anti-money-laundering determination;
• provide legal, tax, accounting, insurance, or regulatory advice of any kind.

3.4 Modifications to the Services

RevLot may modify, enhance, deprecate, or discontinue features of the Services at any time. RevLot will use commercially reasonable efforts to provide advance notice of any material adverse change to core functionality. Continued use after a modification constitutes acceptance.

3.5 Beta and Preview Features

RevLot may make features available on a beta, preview, trial, or early-access basis ("Beta Features"). Beta Features are provided AS IS, without any warranty, support, or service commitment, may be modified or withdrawn at any time, and are excluded from any service level commitment. Customer uses Beta Features entirely at its own risk.

4. Accounts, Users, and Security

4.1 Account Registration

Customer must provide accurate, complete, and current registration information and keep it updated. RevLot may refuse, suspend, or terminate any account at its discretion.

4.2 Authorized Users

Customer may permit Authorized Users to use the Services up to the number of seats purchased. Customer is responsible for all activity occurring under its account and for each Authorized User's compliance with these Terms. Credentials may not be shared among individuals.

4.3 Credential Security

Customer is solely responsible for maintaining the confidentiality of all account credentials and for implementing appropriate access controls, including promptly deactivating departed personnel. RevLot is not liable for any loss arising from unauthorized use of Customer's credentials, including by current or former employees, contractors, or agents of Customer. Customer must notify RevLot immediately at [SECURITY EMAIL] upon becoming aware of any unauthorized access.

4.4 Multi-Factor Authentication

Where RevLot makes multi-factor authentication available, Customer is responsible for enabling and enforcing it. Customer's failure to do so is a material factor in allocating responsibility for any resulting unauthorized access.

5. Customer Responsibilities and Regulatory Compliance

This Section is a material inducement to RevLot's provision of the Services.

5.1 General Compliance

Customer is solely responsible for its own compliance with all laws, regulations, licensing requirements, and industry rules applicable to its business, including without limitation those governing motor vehicle, powersports, recreational vehicle, marine, trailer, and equipment dealers.

5.2 Specific Areas of Customer Responsibility

Without limiting Section 5.1, Customer acknowledges that RevLot bears no responsibility for Customer's compliance with:

(a) Financial privacy and data security. The Gramm-Leach-Bliley Act (GLBA) and its Privacy Rule and Safeguards Rule (16 C.F.R. Parts 313 and 314), including maintenance of a written information security program, designation of a qualified individual, risk assessment, employee training, and service provider oversight.

(b) Credit reporting. The Fair Credit Reporting Act (FCRA), including permissible purpose for obtaining consumer reports, adverse action notices, risk-based pricing notices, the Red Flags Rule, and furnisher accuracy and dispute obligations.

(c) Credit and lending. The Truth in Lending Act and Regulation Z (including advertising triggering terms), the Consumer Leasing Act and Regulation M, the Equal Credit Opportunity Act and Regulation B, and applicable state retail installment sales acts and rate/fee caps.

(d) Telecommunications and marketing. The Telephone Consumer Protection Act (TCPA), federal and state Do-Not-Call rules, state consent statutes (including Florida and Oklahoma mini-TCPA laws), CAN-SPAM, and the FCC's consent-revocation requirements. Customer is the sender of all SMS, MMS, RVM, and email communications transmitted through the Services and is solely responsible for obtaining, documenting, and honoring all required consents and opt-outs.

(e) Vehicle sale and disclosure. The FTC Used Motor Vehicle Trade Regulation Rule (Buyers Guide), the FTC Combating Auto Retail Scams (CARS) Rule to the extent in effect, federal and state odometer disclosure requirements, title branding and salvage disclosure, lemon law and prior-damage disclosure, emissions and safety inspection requirements, and open safety recall obligations.

(f) Titling and registration. All state motor vehicle, DMV, DOL, DMV-equivalent, and marine/vessel titling agency requirements, including form versions, filing deadlines, electronic lien and title (ELT) participation, and temporary tag issuance.

(g) Tax and fees. Correct calculation, collection, reporting, and remittance of all sales, use, excise, tire, battery, documentary, and registration taxes and fees in every applicable jurisdiction.

(h) Financial crime. IRS Form 8300 cash reporting, OFAC sanctions screening, and any applicable anti-money-laundering program.

(i) Other. The Americans with Disabilities Act as applied to Customer's website and digital properties, state UDAP statutes, and all applicable data breach notification laws.

5.3 Verification Obligation

Customer must independently verify, before use or delivery to any Consumer, lender, or government agency, the accuracy and legal sufficiency of every document, calculation, disclosure, tax amount, fee, form version, and figure produced by or through the Services. Customer acknowledges that laws, rates, and required forms change frequently and that RevLot does not warrant that the Services reflect current requirements in any jurisdiction. Customer should maintain a relationship with a qualified forms provider and legal counsel.

5.4 Rights in Customer Data

Customer represents and warrants that it has all rights, consents, authorizations, and permissible purposes necessary to (a) collect and submit Customer Data to the Services, (b) permit RevLot and its subprocessors to process Customer Data as contemplated by these Terms and the Privacy Policy, and (c) permit any transmission of Customer Data to third-party integrations Customer enables.

5.5 Records Retention

Customer is solely responsible for retaining copies of all records required by law. The Services are not a system of record for legal retention purposes. Customer must maintain independent backups.

6. Acceptable Use

Customer and its Authorized Users shall not, and shall not permit any third party to:

(a) access or use the Services to build, train, or improve a competing product or service, or for competitive benchmarking or analysis; (b) reverse engineer, decompile, disassemble, or attempt to derive the source code, structure, or algorithms of the Services, except to the extent this restriction is unenforceable under applicable law; (c) copy, modify, translate, or create derivative works of the Services or Documentation; (d) rent, lease, lend, sell, sublicense, distribute, timeshare, or provide the Services as a service bureau to any third party not identified in an Order Form; (e) remove, obscure, or alter any proprietary notice; (f) use the Services to store, transmit, or process material that is unlawful, defamatory, harassing, obscene, infringing, or that violates any third party's rights; (g) upload malware, viruses, or any code designed to disrupt or gain unauthorized access to any system; (h) probe, scan, penetration-test, or attempt to circumvent any security or authentication measure without RevLot's prior written authorization; (i) use bots, scrapers, or automated means to access the Services other than through documented APIs within published rate limits; (j) exceed purchased seat, storage, API call, message, or transaction limits, or take any action imposing an unreasonable or disproportionate load on the infrastructure; (k) submit to the Services any Social Security number, driver's license number, financial account number, biometric data, or health information other than in the designated fields intended for such data; (l) use the Services to make any credit, pricing, or eligibility determination on a basis prohibited by the Equal Credit Opportunity Act or any fair lending or fair housing law; (m) misrepresent any vehicle's condition, history, mileage, title status, or price in any listing or communication generated through the Services; (n) use the Services in violation of U.S. export control or sanctions laws, or make the Services available to any person or entity on a U.S. government restricted-party list; (o) use the Services in any manner that violates any applicable law or these Terms.

RevLot may investigate suspected violations and may suspend access without notice where it reasonably believes suspension is necessary to protect the Services, other customers, or any third party.

7. Artificial Intelligence Features

7.1 Nature of AI Features

The AI Features are probabilistic and generate Output based on statistical patterns. Output may be inaccurate, incomplete, outdated, biased, internally inconsistent, or entirely fabricated, even when it appears confident, specific, and authoritative.

7.2 No Reliance Without Review

Customer must have a qualified human review and verify all Output before relying on it, publishing it, delivering it to any Consumer, submitting it to any government agency or lender, or using it in any decision affecting any person. Output is a draft and a suggestion only.

7.3 Output Is Not Advice

No Output constitutes legal, tax, accounting, appraisal, financial, lending, insurance, safety, mechanical, or regulatory advice, and no Output creates any professional or fiduciary relationship.

7.4 Prohibited Uses of AI Features

Customer shall not use AI Features as the sole or determinative basis for: any credit decision or adverse action; any pricing that varies by a protected characteristic; any employment decision; any safety or mechanical fitness determination; any legal disclosure to a Consumer; or any submission to a government agency.

7.5 Valuations and Projections

Any valuation, market analysis, days-to-turn estimate, price recommendation, gross projection, or forecast produced by the Services is an estimate for informational purposes only, is not an appraisal, and does not constitute a representation of actual or achievable value.

7.6 Third-Party Model Providers

AI Features may be powered in whole or in part by third-party model providers. Customer's use of AI Features is additionally subject to those providers' acceptable use policies, and RevLot may pass through restrictions imposed by such providers.

7.7 Output Ownership and Non-Uniqueness

As between the parties, and subject to applicable law and any third-party rights, Customer owns the Output generated from its inputs. Customer acknowledges that Output is not necessarily unique, that similar or identical Output may be generated for other customers, and that Output may not be protectable by copyright.

7.8 No Training on Customer Data

RevLot does not use Customer Data to train general-purpose foundation models, and contractually requires its AI subprocessors not to do so. See the Privacy Policy for detail.

8. HitchHub and Marketplace Features

8.1 Platform Only

Where the Services include listing, marketplace, syndication, or lead-generation features, RevLot acts solely as a neutral technology platform. RevLot is not a dealer, broker, agent, auctioneer, escrow agent, or party to any transaction, and does not take title to, possess, inspect, or guarantee any vehicle, unit, part, or item.

8.2 Listing Content

Customer is solely responsible for the accuracy, legality, and completeness of every listing, including price, mileage, VIN/HIN, title status, condition, damage history, recall status, photographs, disclaimers, and any required advertising disclosures. Customer represents that it has all rights necessary to publish all listing content, including photographs.

8.3 No Endorsement or Verification

RevLot does not verify the identity, licensing, solvency, or trustworthiness of any user, buyer, seller, or third party, and does not endorse any listing or transaction. Customer transacts entirely at its own risk.

8.4 Third-Party Marketplaces

Where the Services syndicate listings to third-party marketplaces, Customer is responsible for compliance with each such marketplace's terms and content policies. RevLot is not responsible for any rejection, delay, removal, error, or misdisplay by any third-party marketplace.

8.5 Disputes Between Users

Any dispute between Customer and any other user, buyer, or seller is solely between those parties. Customer releases RevLot, its Affiliates, and their respective officers, directors, employees, and agents from any and all claims, demands, damages, and liabilities of every kind arising out of or connected with any such dispute. Customer expressly waives California Civil Code § 1542 and any analogous provision of any jurisdiction.

9. Third-Party Services and Integrations

9.1 Third-Party Services

The Services may interoperate with third-party products, data feeds, and services, including lenders, credit bureaus and aggregators, vehicle history providers, valuation providers, DMV and titling vendors, payment processors, telephony and messaging providers, accounting systems, auctions, transport providers, marketing platforms, and hosting and AI providers ("Third-Party Services").

9.2 Not RevLot's Responsibility

Third-Party Services are governed solely by the agreements between Customer and the applicable provider. RevLot makes no representation or warranty regarding any Third-Party Service and shall have no liability for any Third-Party Service's availability, accuracy, security, pricing, data practices, discontinuation, or acts or omissions. RevLot does not control and is not responsible for changes to any third-party API that impair an integration.

9.3 Data Transmission

By enabling an integration, Customer authorizes RevLot to transmit Customer Data to and receive data from the applicable Third-Party Service. Once transmitted, such data is governed by that provider's terms and privacy practices.

9.4 Third-Party Data Accuracy

Vehicle history, valuation, recall, title, lien, tax rate, and similar data supplied by third parties is provided AS IS. RevLot does not independently verify such data and is not liable for its inaccuracy or incompleteness.

10. Fees, Billing, and Taxes

10.1 Fees

Customer shall pay all fees specified in the applicable Order Form. Unless expressly stated otherwise, all fees are non-refundable and non-cancelable, and all payments are non-creditable. No refund or credit is provided for partial periods, unused seats, downgrades, or failure to use the Services.

10.2 Subscription and Auto-Renewal

Subscriptions renew automatically for successive periods equal to the initial term unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term. Customer authorizes RevLot and its payment processor to charge the payment method on file for each renewal.

10.3 Price Changes

RevLot may change fees effective upon renewal, with at least thirty (30) days' notice prior to the renewal date. Usage-based, per-message, per-transaction, and pass-through charges may change with notice.

10.4 Usage-Based Charges

Charges based on messages sent, API calls, storage, documents generated, AI usage, transactions, or similar metering are calculated from RevLot's records, which are dispositive absent manifest error.

10.5 Late Payment and Suspension

Undisputed amounts not paid when due accrue interest at the lesser of 1.5% per month or the maximum permitted by law, from the due date until paid. If any amount is more than ten (10) days past due, RevLot may suspend the Services in whole or in part upon notice, without liability, until all past-due amounts are paid. Suspension does not relieve Customer of the obligation to pay fees for the remainder of the term.

10.6 Collection Costs

Customer shall reimburse RevLot for all reasonable costs of collection, including attorneys' fees, court costs, and collection agency fees.

10.7 Chargebacks

Customer shall not initiate a chargeback or payment dispute for any amount validly owed. Customer shall reimburse RevLot for all chargeback fees and costs arising from any chargeback resolved in RevLot's favor.

10.8 Taxes

Fees are exclusive of all taxes. Customer is responsible for all sales, use, VAT, GST, excise, and similar taxes, excluding taxes on RevLot's net income. If RevLot is required to collect such taxes, they will be invoiced to Customer.

10.9 Billing Disputes

Customer must notify RevLot in writing of any billing dispute within thirty (30) days of the invoice date. Failure to do so waives the dispute, and the invoice is deemed accepted.

10.10 Free Trials

Free trials are provided AS IS, may be modified or terminated at any time, and convert to a paid subscription at the end of the trial period unless canceled before the trial ends.

11. Intellectual Property

11.1 RevLot IP

RevLot and its licensors retain all right, title, and interest in and to the Services, the Documentation, all software, algorithms, models, user interfaces, designs, templates, workflows, and all improvements, derivatives, and modifications thereof, and all intellectual property rights therein. No rights are granted except as expressly stated in Section 3.1. All rights not expressly granted are reserved.

11.2 Customer Data

As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants RevLot a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, display, reformat, process, and otherwise use Customer Data solely to (a) provide, maintain, secure, and support the Services, (b) prevent or address technical or security issues, (c) comply with law, and (d) generate Aggregated Data as permitted in Section 11.3.

11.3 Aggregated and De-Identified Data

RevLot may collect, generate, and use data derived from Customer's use of the Services in aggregated and de-identified form that does not identify Customer, any Authorized User, or any Consumer ("Aggregated Data"), for purposes including improving and securing the Services, developing new features, and producing industry benchmarks and analytics. RevLot owns all Aggregated Data. RevLot will not publish Aggregated Data in a manner that identifies Customer without Customer's consent.

11.4 Feedback

If Customer provides suggestions, ideas, feature requests, or other feedback, Customer grants RevLot a perpetual, irrevocable, worldwide, royalty-free, fully paid, sublicensable, transferable license to use, modify, and commercially exploit such feedback without restriction, attribution, or compensation.

11.5 Trademarks

Neither party may use the other's name, logos, or trademarks without prior written consent, except that RevLot may identify Customer as a customer and use Customer's name and logo in customer lists and on its website, which permission Customer may revoke by written notice to[CONTACT EMAIL].

12. Confidentiality

12.1 Definition

"Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that a reasonable person would understand to be confidential, including Customer Data, pricing, product roadmaps, security practices, and non-public technical information.

12.2 Obligations

The receiving party shall (a) use the same degree of care it uses to protect its own confidential information, and no less than reasonable care, (b) not use Confidential Information except to perform under these Terms, and (c) not disclose Confidential Information except to its employees, Affiliates, contractors, and advisors who need to know and are bound by comparable obligations.

12.3 Exclusions

Confidential Information does not include information that is or becomes public through no fault of the receiving party, was rightfully known without restriction before disclosure, is rightfully received from a third party without restriction, or is independently developed without use of the disclosing party's Confidential Information.

12.4 Compelled Disclosure

The receiving party may disclose Confidential Information to the extent required by law or valid legal process, provided it gives prompt notice (where legally permitted) and reasonable cooperation to seek protective treatment.

13. Data Protection and Security

13.1 Privacy Policy

RevLot's collection and use of personal information is described in theRevLot Privacy Policy, incorporated by reference.

13.2 Roles

With respect to Consumer personal information within Customer Data, Customer is the controller / business and RevLot is the processor / service provider. RevLot processes such information only on Customer's documented instructions, which include these Terms and Customer's configuration of the Services. Where a Data Processing Addendum is executed between the parties, it governs in the event of conflict with this Section.

13.3 GLBA Service Provider

To the extent Customer Data includes "nonpublic personal information" under GLBA, RevLot acknowledges its role as a service provider and agrees to maintain appropriate administrative, technical, and physical safeguards. Customer remains responsible for its own Safeguards Rule program, including its own service provider oversight, risk assessment, and incident response plan.

13.4 Security Measures

RevLot maintains commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data, including encryption in transit and at rest, access controls, logging, and periodic review. RevLot may update these measures provided it does not materially degrade overall security.

13.5 No Guarantee

No system is impenetrable. Customer acknowledges that RevLot does not and cannot warrant that Customer Data will never be subject to unauthorized access, loss, alteration, or disclosure. Customer is responsible for the security of its own devices, networks, endpoints, and personnel.

13.6 Incident Notification

RevLot will notify Customer without undue delay after confirming a security incident that resulted in unauthorized access to or acquisition of Customer Data within RevLot's systems, and will provide reasonably available information. Customer is solely responsible for determining whether notification to Consumers, regulators, or others is required and for making all such notifications. RevLot's notification is not an admission of fault or liability.

13.7 Backups

RevLot maintains routine backups as part of its own operations. Backups are for RevLot's disaster recovery purposes and are not a substitute for Customer's own backups. Customer is solely responsible for exporting and independently retaining copies of Customer Data.

14. Service Availability

14.1 No Uptime Guarantee

Except as expressly set forth in a written service level agreement executed by RevLot, the Services are provided without any uptime, availability, response-time, or performance guarantee.

14.2 Maintenance and Downtime

The Services may be unavailable due to scheduled maintenance, emergency maintenance, updates, third-party outages, or events beyond RevLot's control. RevLot will use commercially reasonable efforts to schedule planned maintenance during off-peak hours and to provide advance notice where practicable.

14.3 Sole Remedy

Where a written service level agreement applies, service credits are Customer's sole and exclusive remedy for any failure to meet a service level commitment.

15. Warranties

15.1 Mutual

Each party represents that it has the full power and authority to enter into these Terms.

15.2 Customer Warranties

Customer represents and warrants that (a) it holds all licenses, permits, bonds, and registrations required to operate its business; (b) it has all rights and consents necessary to submit Customer Data to the Services; (c) its use of the Services will comply with all applicable laws; and (d) all information it provides to RevLot is accurate and complete.

15.3 Disclaimer

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES, DOCUMENTATION, OUTPUT, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, REVLOT AND ITS LICENSORS AND SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, AND OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

REVLOT DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT THE SERVICES OR ANY OUTPUT WILL BE ACCURATE, COMPLETE, CURRENT, OR RELIABLE; THAT ANY DOCUMENT, CALCULATION, TAX AMOUNT, FEE, OR FORM PRODUCED THROUGH THE SERVICES WILL COMPLY WITH ANY LAW OR AGENCY REQUIREMENT; OR THAT USE OF THE SERVICES WILL RESULT IN ANY PARTICULAR SALES, PROFIT, GROSS, RETENTION, COMPLIANCE OUTCOME, OR BUSINESS RESULT.

NO ADVICE OR INFORMATION, ORAL OR WRITTEN, OBTAINED FROM REVLOT OR THROUGH THE SERVICES CREATES ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

Some jurisdictions do not allow the exclusion of certain warranties; in such jurisdictions, the above exclusions apply to the maximum extent permitted.

16. Limitation of Liability

16.1 Exclusion of Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, ANTICIPATED SAVINGS, OR DATA, OR FOR BUSINESS INTERRUPTION OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, REVLOT'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO REVLOT FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IF NO FEES HAVE BEEN PAID (INCLUDING DURING A FREE TRIAL OR FOR BETA FEATURES), REVLOT'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$100).

16.3 Specific Exclusions

WITHOUT LIMITING THE FOREGOING, REVLOT SHALL HAVE NO LIABILITY WHATSOEVER FOR:

(a) any regulatory fine, penalty, assessment, consent order, or enforcement action imposed on Customer by any governmental authority; (b) any claim by a Consumer, lender, auction, or third party arising from Customer's transactions, disclosures, advertising, or communications; (c) any error, omission, or inaccuracy in Customer Data or in data supplied by any Third-Party Service; (d) any reliance on Output without independent human verification; (e) any tax, fee, or interest owed by Customer, or any penalty for underpayment or misreporting; (f) any transaction rescinded, unwound, or rendered unenforceable for any reason; (g) any act or omission of any Third-Party Service or its provider; (h) any unauthorized access resulting from compromise of Customer's credentials, devices, network, or personnel; (i) any loss of Customer Data where Customer failed to maintain independent backups; (j) any dispute between Customer and any user of HitchHub or any marketplace counterparty.

16.4 Failure of Essential Purpose

The limitations in this Section apply even if any limited remedy fails of its essential purpose.

16.5 Allocation of Risk

Customer acknowledges that the fees for the Services reflect this allocation of risk and the limitations in Sections 15 and 16, that RevLot would not enter into these Terms without them, and that they form an essential basis of the bargain.

16.6 Time Limit on Claims

Any claim arising out of or related to these Terms or the Services must be brought within one (1) year after the claim accrues, or it is permanently barred, except where a shorter or longer period is required by non-waivable law.

16.7 Exceptions

Nothing in this Section limits (a) Customer's payment obligations, (b) either party's indemnification obligations, (c) Customer's breach of Sections 6 or 11, or (d) liability that cannot be limited under applicable law, including liability for fraud, willful misconduct, or death or personal injury caused by negligence.

17. Indemnification

17.1 By Customer

Customer shall defend, indemnify, and hold harmless RevLot, its Affiliates, and their respective officers, directors, employees, agents, and licensors from and against any and all third-party claims, demands, actions, proceedings, investigations, damages, losses, liabilities, fines, penalties, settlements, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

(a) Customer Data, including its collection, accuracy, legality, and any consents required for it; (b) Customer's use of, or inability to use, the Services, including reliance on any Output; (c) Customer's violation of any law or regulation, including any listed in Section 5.2; (d) any transaction between Customer and any Consumer, lender, auction, or third party; (e) any document, disclosure, contract, advertisement, or communication generated through the Services and delivered by Customer; (f) any listing published through HitchHub or syndicated to any third-party marketplace; (g) any SMS, MMS, RVM, email, or other communication sent by or on behalf of Customer through the Services, including any TCPA or state consent-law claim; (h) Customer's breach of these Terms or of any representation or warranty herein; (i) any act or omission of any Authorized User; (j) any dispute between Customer and any employee, contractor, or customer of Customer.

17.2 By RevLot

RevLot shall defend Customer against any third-party claim alleging that the Services, as provided by RevLot and used in accordance with these Terms and the Documentation, directly infringe a U.S. patent, copyright, or trademark, and shall indemnify Customer for damages finally awarded or amounts paid in settlement approved by RevLot.

RevLot has no obligation under this Section 17.2 to the extent a claim arises from (a) Customer Data or Output; (b) modification of the Services by anyone other than RevLot; (c) combination of the Services with any product, data, or service not supplied by RevLot; (d) use of the Services other than in accordance with the Documentation or these Terms; (e) Beta Features or free Services; (f) any Third-Party Service; or (g) Customer's continued use after being notified of allegedly infringing activity or provided with a modification that would have avoided the claim.

If the Services become, or in RevLot's opinion are likely to become, the subject of an infringement claim, RevLot may at its option and expense (i) procure the right for Customer to continue using the Services, (ii) modify or replace the Services to be non-infringing, or (iii) terminate the affected Services and refund any prepaid, unused fees. Section 17.2 states RevLot's entire liability and Customer's exclusive remedy for any claim of infringement.

17.3 Procedure

The indemnified party shall promptly notify the indemnifying party of any claim, grant the indemnifying party sole control of the defense and settlement (provided that no settlement imposing a non-monetary obligation or admission on the indemnified party may be entered without its consent, not unreasonably withheld), and provide reasonable cooperation at the indemnifying party's expense. Failure to give prompt notice relieves the indemnifying party only to the extent it is materially prejudiced.

18. Term, Termination, and Suspension

18.1 Term

These Terms commence on the earlier of Customer's acceptance or first access to the Services and continue until all subscriptions have expired or been terminated.

18.2 Termination for Cause

Either party may terminate for the other party's material breach that remains uncured thirty (30) days after written notice describing the breach. RevLot may terminate immediately for Customer's breach of Sections 6, 10, or 11, or where required by law.

18.3 Termination for Convenience by RevLot

RevLot may terminate any subscription for convenience upon sixty (60) days' written notice, in which case RevLot will refund any prepaid, unused fees for the terminated portion of the term. This refund is Customer's sole remedy for such termination.

18.4 Suspension

RevLot may suspend Customer's access immediately and without liability if (a) Customer's account is more than ten (10) days past due; (b) RevLot reasonably believes Customer's use poses a security, legal, or operational risk to RevLot, the Services, or any third party; (c) Customer is engaged in conduct violating Section 6; or (d) required by law or legal process.

18.5 Effect of Termination

Upon termination or expiration: (a) all rights granted to Customer terminate immediately; (b) Customer must cease all use of the Services; and (c) all fees accrued through the effective date of termination become immediately due. Except as provided in Section 18.3, no refunds will be issued.

18.6 Data Export

For thirty (30) days following termination or expiration, RevLot will make Customer Data available for export in a standard machine-readable format through the Services' export functionality, provided Customer's account is current on all amounts owed. After that period, RevLot may permanently delete all Customer Data and shall have no obligation to retain or produce it. RevLot may charge a reasonable fee for any custom or manual data extraction. Customer is strongly advised to export its data before termination.

18.7 Survival

Sections 2, 5, 6, 8.5, 9, 10, 11, 12, 13.5, 15.3, 16, 17, 18.5–18.7, 19, and 20–24 survive termination.

19. Dispute Resolution — Arbitration and Class Action Waiver

Please read this section carefully. It limits how you can seek relief from RevLot.

19.1 Informal Resolution First

Before initiating any arbitration or proceeding, the party raising the dispute shall send a written notice describing the dispute and the relief sought to the other party. The parties shall negotiate in good faith for thirty (30) days. This is a condition precedent to commencing arbitration.

19.2 Binding Arbitration

Except as provided in Section 19.5, any dispute, claim, or controversy arising out of or relating to these Terms or the Services, including their formation, interpretation, breach, termination, validity, or enforceability, shall be finally resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures (or, for claims under US$250,000, its Streamlined Rules), before a single arbitrator.

• Seat and venue: Salt Lake County, Utah, or, if both parties agree, by videoconference or on documents only.
• Governing arbitration law: The Federal Arbitration Act, 9 U.S.C. § 1 et seq.
• Language: English.
• Authority: The arbitrator has exclusive authority to resolve all issues of arbitrability, except as reserved in Section 19.4.
• Award: Judgment on the award may be entered in any court of competent jurisdiction.

19.3 Class Action and Jury Waiver

EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY AND ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, COORDINATED, MASS, OR REPRESENTATIVE ACTION. ALL CLAIMS MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY ONLY. THE ARBITRATOR MAY NOT CONSOLIDATE THE CLAIMS OF MULTIPLE PARTIES AND MAY NOT PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING.

19.4 Severability of This Section

If the class action waiver in Section 19.3 is found unenforceable as to any claim or any request for particular relief, then that claim or request shall be severed and litigated in the courts identified in Section 20.2, and all remaining claims shall proceed in arbitration. If Section 19.2 as a whole is found unenforceable, the parties' disputes shall be resolved in the courts identified in Section 20.2.

19.5 Exceptions

Either party may (a) bring an individual claim in small claims court if it qualifies, and (b) seek temporary or preliminary injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property, Confidential Information, or data security, without first complying with Sections 19.1–19.2.

19.6 Costs

Each party bears its own attorneys' fees and costs unless the arbitrator determines that a claim or defense was frivolous or brought for an improper purpose, or unless a statute provides otherwise. Filing and arbitrator fees shall be allocated in accordance with the applicable JAMS rules.

19.7 Confidentiality of Proceedings

The existence and content of any arbitration, including the award, shall be kept confidential except as necessary to enforce the award or as required by law.

20. Governing Law and Venue

20.1 Governing Law

These Terms and any dispute arising hereunder are governed by the laws of the State of Utah, United States, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply.

20.2 Venue

Subject to Section 19, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Salt Lake County or Utah County, Utah, and waive any objection based on inconvenient forum.

21. Notices

Notices to RevLot must be sent to [LEGAL ENTITY NAME],[MAILING ADDRESS], with a copy to[LEGAL EMAIL]. Notices to Customer may be sent to the email address or physical address on file, or delivered through the Services. Notice is deemed given: upon delivery if hand-delivered; one business day after deposit with a nationally recognized overnight courier; three business days after mailing by certified mail; and upon transmission if by email (absent bounce-back).

22. General

22.1 Entire Agreement. These Terms, the Privacy Policy, any Order Form, and any executed Data Processing Addendum constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements, proposals, representations, and communications, written or oral.

22.2 Order of Precedence. In the event of conflict: (1) an executed Data Processing Addendum as to data protection matters; (2) a fully executed Order Form or master agreement signed by both parties; (3) these Terms; (4) the Documentation.

22.3 No Purchase Order Terms. Any pre-printed or additional terms in a Customer purchase order, vendor portal, supplier agreement, or similar document are void and of no effect, even if signed or acknowledged by RevLot.

22.4 Amendments. RevLot may modify these Terms by posting an updated version and updating the "Last Updated" date. For material changes, RevLot will provide notice by email or in-product at least thirty (30) days in advance. Continued use after the effective date constitutes acceptance. If Customer objects, its sole remedy is to terminate before the effective date and receive a pro-rata refund of prepaid, unused fees.

22.5 Assignment. Customer may not assign or transfer these Terms, by operation of law or otherwise, without RevLot's prior written consent; any attempted assignment without consent is void. RevLot may assign these Terms freely, including in connection with a merger, acquisition, reorganization, or sale of assets. These Terms bind and inure to the benefit of the parties' permitted successors and assigns.

22.6 Change of Control of Customer. Customer shall notify RevLot of any change of control. RevLot may terminate or renegotiate if control passes to a competitor of RevLot.

22.7 Independent Contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, franchise, employment, or fiduciary relationship.

22.8 No Third-Party Beneficiaries. Except for the indemnified parties in Section 17.1, there are no third-party beneficiaries to these Terms.

22.9 Force Majeure. Neither party is liable for any delay or failure in performance (other than payment obligations) due to causes beyond its reasonable control, including acts of God, natural disaster, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, labor dispute, government action, embargo, utility or telecommunications failure, internet or hosting provider outage, cyberattack, denial-of-service attack, or failure of a Third-Party Service.

22.10 Severability. If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, or if that is not possible, severed, and the remaining provisions shall remain in full force.

22.11 No Waiver. No failure or delay in exercising any right operates as a waiver. Any waiver must be in writing and signed by the waiving party.

22.12 Headings. Headings are for convenience only and do not affect interpretation.

22.13 Interpretation. "Including" means "including without limitation." No rule of construction against the drafter applies.

22.14 Electronic Communications and E-SIGN. Customer consents to receive all communications, agreements, notices, and disclosures electronically. Customer agrees that electronic signatures, acceptances, and records satisfy any legal requirement for a writing or signature.

22.15 Export Compliance. Customer shall comply with all U.S. export control and economic sanctions laws and represents that it is not located in, organized under the laws of, or ordinarily resident in any embargoed country, and is not on any U.S. government restricted-party list.

22.16 U.S. Government Rights. The Services are "commercial computer software" and "commercial computer software documentation" under FAR 12.212 and DFARS 227.7202. Any use by a U.S. government entity is subject solely to these Terms.

22.17 Language. These Terms are drafted in English. Any translation is provided for convenience only, and the English version governs in the event of conflict.

22.18 Copyright Complaints. RevLot responds to notices of alleged copyright infringement under the Digital Millennium Copyright Act. Notices should be sent to the designated agent at [DMCA AGENT NAME AND EMAIL] and must include the elements required by 17 U.S.C. § 512(c)(3). RevLot may terminate the accounts of repeat infringers.

23. Contact

[LEGAL ENTITY NAME]
[MAILING ADDRESS]

General: [CONTACT EMAIL]
Legal: [LEGAL EMAIL]
Security: [SECURITY EMAIL]
Privacy: [PRIVACY EMAIL]

RevLot DMS — Terms of Service. © [YEAR] [LEGAL ENTITY NAME]. All rights reserved.