Terms of Use

Effective Date: May 18, 2026

Last Updated: May 18. 2026

These Terms of Use (the "Terms") form a binding agreement between you ("you" or "User") and Price360, Inc. DBA OptiCar, a Delaware C-Corporation  ("OptiCar," the "Company," "we," "our," or "us"). Price360, Inc. DBA OptiCar owns and operates a suite of automotive intelligence products and services, including the OptiCar vehicle reports, the OptiCar™ platform and website at opticar.ai, the CarTron™ AI assistant, and other related products, features, content, mobile applications, and services (collectively, the "Platform"). The Terms govern your access to and use of the Platform, including any successor or related websites (including price360.ai). The Terms incorporate by reference the Privacy Policy available at opticar.ai/privacy-policy (the "Privacy Policy"). By accessing or using the Platform, you agree to these Terms. If you do not agree, you may not use the Platform.

In these Terms, capitalized terms have the meanings given to them in this Section 1 or elsewhere in these Terms.

"Account" means a registered account on the Platform.

"AI Inspection" means the photograph-based visual condition assessment generated by the Platform from images the User uploads, as further described in Section 6.

"Applicable Law" means all federal, state, and local laws, statutes, regulations, rules, ordinances, and orders, in each case as amended from time to time, that apply to a party or to use of the Platform.

"Content" means any text, graphics, images, audio, video, data, software, code, or other material made available through the Platform, whether by us, a User, or a third party.

"Consumer User" means a User who accesses the Platform for personal, household, or family purposes and who is not a Dealer User.

"Dealer User" means a User that accesses the Platform on behalf of a motor vehicle dealer, lender, lessor, fleet operator, insurance entity, or other commercial or institutional entity.

"Effective Date" means the date stated at the top of these Terms.

"Fees" means the fees payable by a User for paid features of the Platform, as posted on the Platform at the time of purchase.

"Market Valuation" means the algorithmic market value estimate provided as part of a Report.

"Money-Back Guarantee" means the thirty-day money-back guarantee described in Section 5.5.

"Platform" means as defined in the preamble above.

"OptiCar Report" means the multi-component vehicle report offered as OptiCar Essential or OptiCar Full, as further described in Section 3.

"Privacy Policy" means the Privacy Policy referenced in the preamble above.

"Reports" means the OptiCar Reports and any other vehicle reports made available through the Platform.

"User Content" means any Content uploaded, submitted, posted, transmitted, or otherwise made available to or through the Platform by a User, including photographs, vehicle identification numbers ("VINs"), comments, and feedback.

"Vehicle History Data" means vehicle history information sourced by us from third-party data providers and made available as part of a Report.

2.1  Acceptance.

You accept these Terms by (a) clicking, checking, or selecting an "I Agree," "Sign Up," "Accept," "Continue," or similar acceptance button or check-box during the Account registration process; (b) creating an Account; (c) purchasing a Report; or (d) otherwise accessing or using the Platform. Each of the foregoing constitutes your unambiguous manifestation of assent to these Terms and is binding on you and any entity on whose behalf you act.

2.2  Eligibility.

You represent and warrant that: (a) you are at least eighteen (18) years of age and have the legal capacity to enter into a binding contract; (b) if you are accepting these Terms on behalf of an entity, you have the authority to bind that entity; (c) you are not a person barred from using the Platform under Applicable Law, including the laws of the United States and your jurisdiction of residence; (d) you are not located in, organized under the laws of, or ordinarily resident in a country or territory that is subject to comprehensive U.S. trade sanctions (currently Cuba, Iran, North Korea, Syria, and the Crimea, so-called Donetsk People's Republic, and so-called Luhansk People's Republic regions of Ukraine); and (e) you are not identified on any U.S. Government list of prohibited or restricted persons, including the U.S. Treasury Department Office of Foreign Assets Control ("OFAC") Specially Designated Nationals and Blocked Persons List.

2.3  Changes to the Terms.

We may modify these Terms from time to time. If we make material changes, we will provide notice through the Platform, by email to the address associated with your Account, or by any other reasonable means at least ten (10) days before the modified Terms take effect, except that changes for legal, regulatory, or security reasons may take effect immediately. Continued use of the Platform after the effective date of the modified Terms constitutes acceptance of those modified Terms. If you do not agree to the modified Terms, you must stop using the Platform. You may obtain a copy of the prior version of these Terms by contacting us at legal@price360.ai.

2.4  Severability of Acceptance.

If any provision of these Terms is held unenforceable, your acceptance of these Terms continues to bind you with respect to all remaining provisions to the maximum extent permitted by Applicable Law.

3.1  Overview.

We provide software-based tools that aggregate vehicle history data, generate algorithmic market valuations, and produce AI-based visual condition assessments. The Platform's current product offerings include, without limitation, the OptiCar Essential Report, the OptiCar Full Report, CarSpy™, SnapFix™, the Arch Scanner, the 360 Scanner, and informational marketplace and search features. We may add, modify, or discontinue products or features at any time.

3.2  OptiCar Reports.

OptiCar Reports include, depending on the tier purchased, (a) vehicle history information sourced from third-party providers; (b) algorithmic market valuation; (c) recall and safety information; (d) ownership and operating-cost estimates; and (e), for OptiCar Full Reports, the AI Inspection. Specific features included in each tier are described on the Platform at the point of purchase and are subject to change.

3.3  No Vehicle Sales by us.

We do not own, hold title to, sell, buy, broker, negotiate the sale of, or take possession of any motor vehicle. Any vehicle listing, search result, or marketplace link displayed on the Platform is provided for informational purposes only. All vehicle transactions are between a buyer and a seller and are at the buyer's and seller's sole risk. We disclaim any responsibility for, and any liability arising out of, such transactions.

3.4  Beta Services.

We may from time to time make pre-release, alpha, beta, evaluation, preview, or similar services or features available through the Platform ("Beta Services"). Beta Services are provided for testing and evaluation purposes only, may be modified or discontinued at any time without notice, and are provided "AS IS" without any warranty or service-level commitment whatsoever. Information or output generated by a Beta Service should be treated as preliminary.

4.1  Registration.

You may be required to create an Account to access certain features of the Platform. You agree to provide accurate, current, and complete information during registration and to update such information as necessary to keep it accurate, current, and complete. You are responsible for safeguarding your Account credentials and for all activity that occurs under your Account. You must notify us promptly at security@price360.ai of any actual or suspected unauthorized use of your Account.

4.2  One Account Per User.

Unless we expressly permit otherwise in writing, each Consumer User may maintain only one Account. Dealer Users may maintain multiple Accounts associated with individual authorized representatives, subject to our then-current dealer or commercial account terms.

4.3  Account Termination by User.

You may terminate your Account at any time by following the instructions in your Account settings or by sending a written termination request to support@price360.ai. Termination of your Account does not entitle you to a refund of any Fees previously paid, except as provided under the Money-Back Guarantee or as required by Applicable Law.

4.4  Suspension or Termination by us.

We may suspend or terminate your Account, with or without notice, and remove or refuse to provide all or any portion of the Platform, if we believe that you have violated these Terms, that your conduct creates a risk to us, other Users, or third parties, or that your conduct is unlawful, fraudulent, or abusive. Where reasonably practicable, we will provide notice of suspension or termination and a reasonable opportunity to cure, except where to do so would expose us or any other person to legal or operational risk.

5.1  Fees.

Certain features of the Platform require payment of Fees. Fees are quoted on the Platform at the point of purchase. We may change Fees at any time, but Fee changes will not apply retroactively to Reports already purchased. Unless otherwise stated, all Fees are stated in U.S. dollars and are exclusive of applicable taxes.

5.2  Payment Processing.

Payments are processed through one or more third-party payment processors. By providing payment information, you authorize us and its payment processors to charge the payment method you provide for all Fees you owe. You represent and warrant that you are authorized to use the payment method you provide. You agree to keep your payment information current. If a payment fails or is reversed, we may suspend access to paid features and may pursue collection of unpaid Fees.

5.3  Taxes.

You are responsible for all applicable taxes, levies, duties, and similar governmental assessments related to your use of the Platform and your payment of Fees, other than taxes imposed on our net income.

5.4  No Automatic Renewal Unless Disclosed.

Unless expressly disclosed at the point of purchase and separately consented to by you in accordance with Applicable Law (including California Business & Professions Code §§ 17600–17606 and the federal Restore Online Shoppers' Confidence Act, 15 U.S.C. § 8401 et seq.), Fees are charged on a per-Report basis and are not subject to automatic renewal. If a particular feature is offered on a subscription basis, the subscription terms, including the renewal interval, the cancellation method, and the procedure to obtain a refund, will be disclosed at the point of purchase and provided to you in an acknowledgment communication, and you may cancel the subscription at any time through your Account settings.

5.5  Thirty-Day Money-Back Guarantee.

We offer a thirty-day money-back guarantee on OptiCar Essential Reports and OptiCar Full Reports, on the following terms:

(a) Eligibility. You are eligible for a full refund of the Fees paid for an OptiCar Report if you submit a refund request within thirty (30) calendar days after the date of purchase.

(b) How to Request. To request a refund, you must (i) send a written refund request to refunds@price360.ai from the email address associated with the purchase, identifying the order number and the basis for the request, or (ii) submit a refund request through the Account dashboard. We do not require you to state a reason.

(c) Processing Time. We will process eligible refund requests within ten (10) business days of receipt. Refunds are issued to the original payment method.

(d) Limitations. The Money-Back Guarantee does not apply to (i) requests submitted more than thirty (30) days after purchase; (ii) Reports purchased using a promotional code, gift card, or credit that expressly excludes refunds; (iii) bulk or enterprise purchases governed by a separate written agreement; or (iv) Accounts that we reasonably determine have engaged in fraud or abuse of the Money-Back Guarantee.

(e) Sole Remedy. The Money-Back Guarantee is in addition to any rights you may have under Applicable Law and is not intended to limit those rights.

5.6  Chargebacks.

If you initiate a chargeback or other payment dispute with your card issuer or bank in lieu of contacting us to request a refund under Section 5.5, we reserve the right to (a) suspend or terminate your Account and (b) recover associated processing fees and reasonable costs of response.

5.7  Promotional Codes.

Promotional codes are subject to their specific terms, are limited to one use per Consumer User unless otherwise stated, are not transferable, and may be revoked or modified at our discretion if obtained through fraud or error.

6.1  Description.

The AI Inspection is a software-generated visual condition assessment produced by computer-vision algorithms from photographs uploaded by the User. Subject to the photograph quality and coverage standards described on the Platform, the AI Inspection identifies and categorizes visible conditions affecting (a) exterior body panels, (b) paint condition, (c) glass, (d) wheels and tires, and (e) accessible interior surfaces. The AI Inspection generates estimated reconditioning cost ranges based on the conditions identified.

6.2  What the AI Inspection Does Not Assess.

THE AI INSPECTION DOES NOT INSPECT, ASSESS, OR DETECT, AND PROVIDES NO INFORMATION ABOUT, ANY OF THE FOLLOWING:

•      the condition or operation of the engine, transmission, drivetrain, exhaust, fuel system, cooling system, or any other mechanical or powertrain component;

•      the condition of the undercarriage, frame, subframe, or structural members, except as visible in the photographs provided;

•      the condition of the brakes, suspension, steering, or wheel alignment;

•      the level, condition, or quality of any fluids, including engine oil, transmission fluid, brake fluid, coolant, or refrigerant;

•      any diagnostic trouble codes, on-board diagnostics (OBD-II) data, or electronic system fault data;

•      the condition of safety systems, including airbags, seat belts, and advanced driver assistance systems, except for visible exterior indicia;

•      any latent or hidden damage not reasonably observable in the photographs provided;

•      the title status, lien status, or theft status of the vehicle, which are addressed (subject to Section 7) in the Vehicle History Data; or

•      the road-test handling, driveability, or noise/vibration/harshness characteristics of the vehicle.

6.3  Not a Substitute for Mechanical Inspection.

THE AI INSPECTION IS NOT A MECHANICAL INSPECTION. THE AI INSPECTION IS NOT INTENDED TO REPLACE, AND CANNOT REPLACE, A PRE-PURCHASE INSPECTION BY A QUALIFIED MECHANIC OR AUTOMOTIVE TECHNICIAN. We strongly recommend that, before purchasing any used motor vehicle, you obtain a pre-purchase mechanical inspection from a qualified independent technician of your choosing.

6.4  Photograph Quality and Dependencies.

The AI Inspection depends entirely on the photographs you provide. The accuracy and completeness of the AI Inspection are limited by, among other things, lighting conditions, camera resolution, the angles and coverage of the photographs, the cleanliness of the vehicle, and conditions that may not be visible from outside the vehicle. You acknowledge and agree that following the photograph guidance provided on the Platform improves the quality of the AI Inspection and that failure to follow that guidance may produce incomplete or inaccurate results.

6.5  Probabilistic Output.

The AI Inspection is generated by machine-learning models that produce probabilistic outputs and may produce errors, including false positives, false negatives, and condition mis-categorization. Reconditioning cost ranges are estimates based on average industry data and may differ materially from the actual cost of repair at any particular shop or in any particular geography.

6.6  User Responsibility.

You are solely responsible for any decision you make in reliance on an AI Inspection, including any decision to purchase, sell, finance, insure, or list a vehicle, and for verifying the AI Inspection's findings through independent means appropriate to the transaction.

7.1  Vehicle History Data.

Vehicle History Data is sourced from third-party data providers, public records, and other sources. We do not independently verify each data point, and a Report may contain inaccuracies, omissions, or stale information. The absence of a recorded incident, accident, title brand, recall, or other event in the Vehicle History Data does not constitute a representation that no such event occurred.

7.2  Third-Party Data Limitations.

Records of accidents, damage, title transfers, mileage, and other events depend on the willingness or obligation of third parties (including insurers, repair shops, departments of motor vehicles, auction houses, and law enforcement) to report such events. Some events are never reported, are reported with delay, or are reported with errors. Our Vehicle History Data should be used as one input into your overall due diligence, not as a complete or conclusive history of the vehicle.

7.3  Market Valuation Disclaimers.

The Market Valuation is an algorithmic estimate of the market value of the vehicle based on data sources that include, without limitation, retail and wholesale market data, recent comparable transactions, regional pricing trends, and (where the AI Inspection is included) vehicle-condition signals. The Market Valuation:

•      is an estimate, not an appraisal, and is not generated by a licensed appraiser;

•      is not a guarantee of any sale price, purchase price, trade-in offer, lending value, residual value, or insurance value;

•      is not financial, investment, tax, or legal advice and should not be relied upon as such;

•      may differ materially from actual transaction prices, which depend on numerous factors outside our control, including buyer and seller motivation, regional supply and demand, financing terms, and individual vehicle attributes; and

•      may change at any time as market conditions change.

7.4  Cost of Ownership and Reconditioning Estimates.

Any cost-of-ownership calculation, depreciation estimate, repair estimate, or reconditioning estimate provided through the Platform is illustrative only, is based on industry averages and assumptions, and may differ from your actual experience.

7.5  Third-Party Trademark Acknowledgment.

Certain third-party products and companies, including Carfax® and Kelley Blue Book® ("KBB"), are referenced on the Platform solely for purposes of identification and comparison. Carfax® is a registered trademark of Carfax, Inc.; KBB® is a registered trademark of Kelley Blue Book Co., Inc.; all other third-party marks are the property of their respective owners. We are not affiliated with, endorsed by, sponsored by, or in any commercial relationship with the owners of those marks. Use of the marks is intended to constitute nominative fair use.

8.1  Ownership.

As between you and us, you retain all right, title, and interest in and to your User Content, subject to the licenses granted in this Section 8.

8.2  License to us.

You grant us a non-exclusive, worldwide, royalty-free, fully paid-up, sublicensable, and transferable license to host, store, reproduce, modify, adapt, create derivative works of, distribute, transmit, publicly display, and publicly perform your User Content (a) to operate, provide, improve, and promote the Platform; (b) to generate Reports and other outputs requested by you or other Users; (c) to train, evaluate, and improve our machine-learning models, on a basis that is, to the extent practicable, de-identified and aggregated with other data; and (d) to comply with Applicable Law. The license granted in this Section 8.2 continues for as long as is reasonably necessary to operate the Platform and to maintain backup, audit, and historical records, even after termination of your Account, except that we will delete or de-identify User Content on request to the extent required by Applicable Law (including the California Consumer Privacy Act, as amended by the California Privacy Rights Act, and other applicable data privacy laws).

8.3  Representations and Warranties.

You represent and warrant that, with respect to each item of User Content you submit: (a) you have the right to submit it and to grant the license in Section 8.2; (b) you have obtained all rights, licenses, consents, permissions, and clearances necessary, including from any person depicted; (c) the User Content does not infringe, misappropriate, or violate any third party's intellectual property, privacy, publicity, contract, or other rights; (d) the User Content does not violate Applicable Law; and (e) where the User Content includes a VIN, you have a legitimate, lawful purpose for submitting that VIN to the Platform.

8.4  No Obligation to Use.

We have no obligation to host, display, or otherwise use User Content and may remove or disable access to User Content at any time, in its discretion.

8.5  Feedback.

If you provide ideas, suggestions, comments, or other feedback regarding the Platform ("Feedback"), you grant us an irrevocable, perpetual, royalty-free, fully paid-up, worldwide, sublicensable license to use the Feedback for any purpose without obligation or compensation to you. You waive any moral rights or attribution rights in Feedback to the extent permitted by Applicable Law.

You will not, and will not attempt to, and will not permit any third party to:

(a) use the Platform in any manner that violates Applicable Law or these Terms;

(b) use the Platform to harass, threaten, defame, abuse, or otherwise harm any person, or to engage in any unfair, deceptive, or abusive business practice;

(c) submit User Content that infringes, misappropriates, or violates any third party's intellectual property, privacy, publicity, or other rights;

(d) submit any VIN or vehicle identifier that you do not have a legitimate purpose for submitting, including any VIN obtained through unauthorized means;

(e) use any robot, spider, crawler, scraper, data-mining tool, or similar automated means to access, monitor, copy, or extract data from the Platform, except for general-purpose search engine indexing in accordance with the Platform's robots.txt and ai.txt files;

(f) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, models, algorithms, or trade secrets underlying the Platform, except to the limited extent Applicable Law expressly permits despite this restriction;

(g) use the Platform, Reports, or Content to develop, train, fine-tune, or improve any competing product or service, including any competing machine-learning model;

(h) frame, mirror, or otherwise re-publish substantial portions of the Platform without our prior written consent;

(i) introduce any malware, virus, worm, trojan, ransomware, or other malicious code to the Platform, or attempt to disrupt, degrade, or interfere with the Platform or its servers;

(j) circumvent, disable, or interfere with any security, authentication, rate-limiting, or access control feature of the Platform;

(k) create an Account by automated means or under false pretenses, or maintain more than one Account in violation of Section 4.2;

(l) use the Platform to engage in any "high risk" activity for which the Platform is not specifically designed, including operation of nuclear facilities, life-support systems, air traffic control, autonomous vehicle decision-making, or other applications in which the failure of the Platform could result in personal injury or property damage; or

(m) assist or encourage any third party to do any of the foregoing.

10.1  Ownership.

We and our licensors own and retain all right, title, and interest in and to the Platform, including the underlying software, machine-learning models, training data (subject to third-party rights), Content (other than User Content and Feedback, which are governed by Section 8), Reports (other than User Content embedded within them), and all intellectual property rights in the foregoing. No rights are granted by implication, estoppel, or otherwise other than as expressly set forth in these Terms.

10.2  License to Users.

Subject to your compliance with these Terms and payment of any applicable Fees, we grant you a personal, limited, revocable, non-exclusive, non-sublicensable, and non-transferable license to access and use the Platform and to download, view, and use Reports you have purchased solely for your personal use (if you are a Consumer User) or your internal business use (if you are a Dealer User). You may not redistribute, resell, license, or sublicense Reports or other Content, in whole or in part, except as expressly permitted by us in writing.

10.3  Trademarks of Price360, Inc. DBA OptiCar

Price360® is a registered trademark of Price360, Inc. DBA OptiCar. OptiCar™ and CarTron™ are trademarks of Price360, Inc. DBA OptiCar. Other product names, brands, and logos appearing on the Platform, including without limitation "CarSpy," "SnapFix," "Arch Scanner," "360 Scanner," "Truth Engine," and "TruValue Score," together with the logos associated with each, are trademarks of Price360, Inc. DBA OptiCar (collectively with the foregoing, the "Company Marks"). You may not use the Company Marks without our prior written consent, except to the extent permitted by Applicable Law (including nominative fair use). All other trademarks appearing on the Platform are the property of their respective owners.

11.1  DMCA Designated Agent.

We comply with the notice-and-takedown procedures of the Digital Millennium Copyright Act, 17 U.S.C. § 512 (the "DMCA"). The DMCA designated agent of Price360, Inc. DBA OptiCar is:

DMCA Designated Agent Price360, Inc. DBA OptiCar  Email: dmca@price360.ai (Registration with the U.S. Copyright Office DMCA Designated Agent Directory: [TO BE CONFIRMED])

11.2  Takedown Notices.

A copyright owner who in good faith believes that material on the Platform infringes a copyright the owner owns or controls may send a notification to the DMCA Designated Agent including each of the following, as required by 17 U.S.C. § 512(c)(3):

(a) a physical or electronic signature of a person authorized to act on behalf of the owner of the allegedly infringed exclusive right;

(b) identification of the copyrighted work claimed to have been infringed, or, if multiple works on the Platform are covered by a single notification, a representative list of such works;

(c) identification of the material claimed to be infringing or to be the subject of infringing activity, and information reasonably sufficient to permit us to locate the material;

(d) contact information for the complaining party, including address, telephone number, and, if available, email address;

(e) a statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

(f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of the allegedly infringed exclusive right.

11.3  Counter-Notification.

If material that you posted has been removed in response to a DMCA notice, you may submit a counter-notification including the elements specified in 17 U.S.C. § 512(g)(3). On receipt of a compliant counter-notification, we will follow the procedures specified in 17 U.S.C. § 512(g).

11.4  Repeat Infringer Policy.

We will, in appropriate circumstances and in accordance with 17 U.S.C. § 512(i), terminate the Accounts of Users that we determine are repeat infringers.

11.5  Misrepresentations.

Knowing material misrepresentations in a notification or counter-notification may subject you to liability for damages under 17 U.S.C. § 512(f).

The Platform may include links to or integrations with third-party websites, services, applications, dealers, marketplaces, payment processors, and data providers (collectively, "Third-Party Services"). We do not control Third-Party Services, does not endorse them, and is not responsible for their content, accuracy, availability, terms, privacy practices, or any transaction you enter into with them. Your access to and use of Third-Party Services is at your own risk and is governed by the terms and privacy policies of those services.

13.1  Electronic Communications.

You consent to receive communications from us in electronic form (including by email or through the Platform). You agree that all agreements, notices, disclosures, and other communications that We provide to you electronically satisfy any legal requirement that such communications be in writing, including under the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.).

13.2  Marketing Communications.

If you provide your email address or phone number to us, you may receive marketing communications from us about the Platform, related products, and special offers. You may opt out of marketing emails by using the unsubscribe link in any marketing email. You may opt out of marketing SMS messages by replying STOP to any marketing SMS. Opting out of marketing communications does not stop transactional communications (e.g., Account notifications, Report delivery, refund confirmations).

13.3  SMS and Telephone Communications.

If you opt in to SMS or call communications, you consent to receive autodialed or pre-recorded calls and text messages from us or its authorized agents at the phone number you provide, including for marketing purposes, in accordance with the Telephone Consumer Protection Act (47 U.S.C. § 227). Message and data rates may apply. Consent is not a condition of any purchase.

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

(a)  THE PLATFORM, INCLUDING ALL REPORTS, THE AI INSPECTION, THE MARKET VALUATION, VEHICLE HISTORY DATA, CONTENT, AND THIRD-PARTY SERVICES, IS PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS.

(b)  WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.

(c)  WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY DEFECT WILL BE CORRECTED.

(d)  WE MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND THAT THE AI INSPECTION, THE MARKET VALUATION, OR THE VEHICLE HISTORY DATA IS ACCURATE, COMPLETE, CURRENT, OR FREE FROM ERROR, OR THAT IT REFLECTS THE TRUE CONDITION, VALUE, OR HISTORY OF ANY VEHICLE. OUTPUTS OF MACHINE-LEARNING MODELS ARE INHERENTLY PROBABILISTIC AND MAY BE INCORRECT.

(e)  WE MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND THAT YOU WILL OBTAIN ANY PARTICULAR SALE PRICE, PURCHASE PRICE, TRADE-IN OFFER, FINANCING TERMS, INSURANCE RATE, OR OTHER OUTCOME IN RELIANCE ON THE PLATFORM.

(f)  THE PLATFORM IS NOT INTENDED TO PROVIDE, AND DOES NOT PROVIDE, PROFESSIONAL ADVICE, INCLUDING MECHANICAL, ENGINEERING, FINANCIAL, INVESTMENT, TAX, INSURANCE, ACCOUNTING, OR LEGAL ADVICE. YOU SHOULD CONSULT A QUALIFIED PROFESSIONAL FOR SUCH ADVICE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES; IN SUCH JURISDICTIONS, THE EXCLUSIONS IN THIS SECTION 14 APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND OPTICAR'S WARRANTIES ARE LIMITED IN DURATION TO THE MINIMUM PERIOD REQUIRED.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

15.1  Exclusion of Certain Damages.

IN NO EVENT WILL OPTICAR OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SUPPLIERS (TOGETHER, THE "COMPANY PARTIES") BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR USE, ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2  Aggregate Cap.

IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE COMPANY PARTIES ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM, REGARDLESS OF THE FORM OF ACTION, EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS ($100) AND (B) THE TOTAL AMOUNT OF FEES YOU HAVE PAID TO US FOR THE PLATFORM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

15.3  Essential Purpose.

THE LIMITATIONS IN THIS SECTION 15 ARE A FUNDAMENTAL ELEMENT OF THE BARGAIN BETWEEN YOU AND US AND APPLY EVEN IF A LIMITED REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

15.4  Jurisdictional Variations.

Some jurisdictions do not allow the exclusion or limitation of certain damages. To the extent prohibited by Applicable Law, the limitations in this Section 15 do not apply, but they apply to the maximum extent permitted by Applicable Law.

You will defend, indemnify, and hold harmless the Company Parties from and against any and all claims, demands, losses, liabilities, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to (a) your use of the Platform; (b) your User Content; (c) your breach of these Terms or violation of Applicable Law; (d) your violation of any third party's rights, including intellectual property, privacy, or publicity rights; and (e) any vehicle transaction or business arrangement entered into in reliance on the Platform. We will (i) promptly notify you of any claim subject to indemnification (provided that any failure to do so will not relieve you of your obligations except to the extent you are materially prejudiced), (ii) cooperate reasonably with your defense at your expense, and (iii) have the right to participate in the defense with counsel of its own choosing at its own expense. You may not settle any claim that imposes any obligation on or admits any wrongdoing by any Company Party without our prior written consent.

17.1  California Civil Code Section 1789.3 Notice.

Pursuant to California Civil Code § 1789.3, California Users are entitled to the following consumer rights notice: the provider of the Platform is Price360, Inc. DBA OptiCar. The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Boulevard, Sacramento, California 95834, or by telephone at (800) 952-5210.

17.2  California Privacy Rights.

Information about the rights of California residents under the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act, is set forth in the Privacy Policy.

17.3  Shine the Light.

California Users may request information regarding the disclosure of their personal information by us to third parties for those third parties' direct marketing purposes pursuant to California Civil Code § 1798.83 by contacting privacy@price360.ai.

18.1  New Jersey Residents.

If you are a resident of New Jersey, certain provisions of Sections 14 (Disclaimers), 15 (Limitation of Liability), and 16 (Indemnification) may not apply to you to the extent they are prohibited under New Jersey law, including the New Jersey Punitive Damages Act and the New Jersey Truth-in-Consumer Contract, Warranty and Notice Act, N.J.S.A. § 56:12-14 et seq.

18.2  Quebec Residents.

If you are a resident of Quebec, you may have rights under Quebec consumer protection legislation that cannot be waived by contract; those rights apply to you notwithstanding any provision of these Terms.

18.3  Other Jurisdictions.

To the extent any provision of these Terms is unenforceable or limited in a particular jurisdiction, that provision will be enforced to the maximum extent permitted in that jurisdiction and will not affect the enforceability of any other provision or of these Terms in other jurisdictions.

THIS SECTION 19 CONTAINS A MANDATORY ARBITRATION AGREEMENT, A CLASS ACTION WAIVER, AND A JURY TRIAL WAIVER. PLEASE READ IT CAREFULLY. YOU MAY OPT OUT OF MANDATORY ARBITRATION UNDER SECTION 19.10.

19.1  Informal Dispute Resolution.

Before initiating any arbitration or court proceeding, you and we each agree to attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Platform (a "Dispute") informally. To initiate informal dispute resolution, the initiating party must send a written notice of dispute ("Notice") to the other party. A Notice from you must be sent to legal@price360.ai and must include (a) your full name; (b) the email address associated with your Account; (c) a description of the Dispute; and (d) the relief you are seeking. A Notice from us will be sent to the email address associated with your Account. You and we will attempt in good faith to resolve the Dispute through informal negotiations for at least sixty (60) days following delivery of the Notice (the "Informal Resolution Period"). Neither party may initiate arbitration or a small-claims proceeding until the Informal Resolution Period has expired.

19.2  Binding Arbitration.

If the Dispute is not resolved during the Informal Resolution Period, you and we agree that the Dispute will be resolved exclusively by binding individual arbitration administered by the American Arbitration Association ("AAA") under the AAA Consumer Arbitration Rules and, where applicable, the AAA Mass Arbitration Supplementary Rules, each as in effect at the time the arbitration is commenced (collectively, the "AAA Rules"). The AAA Rules are available at www.adr.org. The Federal Arbitration Act (9 U.S.C. § 1 et seq.) governs the interpretation and enforcement of this Section 19.

19.3  Delegation.

The arbitrator, and not any federal, state, or local court or agency, has the exclusive authority to resolve any dispute arising out of or relating to the interpretation, applicability, enforceability, or formation of this Section 19, including any claim that all or any part of this Section 19 is void or voidable. Notwithstanding the foregoing, a court of competent jurisdiction (and not an arbitrator) will have exclusive authority to determine the validity and enforceability of the Class Action Waiver in Section 19.7.

19.4  Arbitration Procedure.

The arbitration will be conducted before a single arbitrator. The seat of arbitration will be Los Angeles County, California, although the arbitrator may hold hearings at any location agreed by the parties or, if no agreement is reached and the amount in controversy is less than $25,000, at a location reasonably convenient to the consumer (which may be by videoconference). The arbitrator's decision will be in writing, will be final and binding on the parties, and may be entered as a judgment in any court of competent jurisdiction. The arbitrator may award any relief that a court could award under Applicable Law, except that the arbitrator may not award relief inconsistent with this Section 19.

19.5  Arbitration Fees.

Filing, administration, arbitrator, and other AAA fees will be allocated as provided in the AAA Rules, except that we will pay all AAA fees in excess of those that you would have paid had the Dispute been filed in a state or federal court of competent jurisdiction. The arbitrator may award attorneys' fees and costs to the prevailing party to the extent authorized by Applicable Law.

19.6  Mass Arbitration.

If twenty-five (25) or more substantially similar arbitration demands are submitted by or with the coordinated assistance of the same law firm or organization within a sixty (60) day period, you and we agree that the AAA Mass Arbitration Supplementary Rules apply. Without limiting the generality of the foregoing, the parties agree that (a) the demands will be administered together; (b) bellwether arbitrations may be selected; (c) the remaining demands will be stayed pending the outcome of the bellwether arbitrations; and (d) the parties will engage in good-faith mediation following the bellwether arbitrations. If a party fails to comply with the procedures in this Section 19.6, the other party may seek relief in a court of competent jurisdiction, including an order requiring compliance with this Section 19.6 or staying the demands.

19.7  Class Action Waiver.

YOU AND WE EACH AGREE THAT ANY DISPUTE WILL BE BROUGHT IN YOUR OR OPTICAR'S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE THE CLAIMS OF MORE THAN ONE PERSON OR PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING. IF THIS CLASS ACTION WAIVER IS HELD UNENFORCEABLE IN A PARTICULAR CASE, THE PORTION OF THE DISPUTE THAT IS NOT ARBITRABLE WILL PROCEED IN THE COURTS REFERENCED IN SECTION 19.13, AND THE REMAINDER OF THE DISPUTE WILL PROCEED IN ARBITRATION.

19.8  Jury Trial Waiver.

YOU AND WE EACH WAIVE ANY RIGHT TO A TRIAL BY JURY OF ANY DISPUTE THAT IS NOT REQUIRED TO BE ARBITRATED UNDER THIS SECTION 19.

19.9  Carve-Outs.

Notwithstanding the foregoing, the following matters are not subject to mandatory arbitration: (a) an individual action brought in a small-claims court of competent jurisdiction, so long as the action remains in such court and is not removed or appealed to a court of general jurisdiction; and (b) an action by either party in a court of competent jurisdiction seeking only preliminary or permanent injunctive relief or other equitable relief to protect intellectual property rights or to enforce confidentiality obligations.

19.10  Opt-Out.

You may opt out of this Section 19 by sending a written opt-out notice to legal@price360.ai, with the subject line "Arbitration Opt-Out," within thirty (30) days after the date you first accept these Terms. The opt-out notice must include (a) your full legal name; (b) the email address associated with your Account; and (c) a clear statement that you wish to opt out of mandatory arbitration. A form for this purpose is provided in Appendix A. Opting out has no other effect on these Terms and does not waive any other provision, including the Class Action Waiver and the Jury Trial Waiver, which remain in full force and effect.

19.11  One-Year Limitation.

ANY CAUSE OF ACTION OR CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OR IT WILL BE PERMANENTLY BARRED. THIS LIMITATION APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

19.12  Severability.

If any provision of this Section 19 is held to be unenforceable, the unenforceable provision will be severed and the remainder of Section 19 will continue in force, except that if the Class Action Waiver in Section 19.7 is held unenforceable as to a particular claim for public injunctive relief or other claim that cannot be arbitrated, that claim will be severed from the arbitration and proceed in the courts referenced in Section 19.13, while all other claims will continue to be subject to arbitration.

19.13  Court Proceedings.

To the extent any matter is not subject to arbitration under this Section 19, you and we each consent to the exclusive jurisdiction and venue of the state and federal courts located in Los Angeles County, California, and waive any objection to jurisdiction or venue in those courts.

These Terms, and any Dispute (other than the arbitration agreement in Section 19, which is governed by the Federal Arbitration Act), are governed by the laws of the State of California without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

21.1  Termination.

These Terms remain in effect until terminated as provided in this Section 21. You may terminate these Terms by closing your Account in accordance with Section 4.3 and ceasing all use of the Platform. We may terminate these Terms or your access to the Platform at any time, with or without notice and with or without cause, including for the reasons described in Section 4.4.

21.2  Effect of Termination.

On termination, your right to access and use the Platform ceases immediately. Termination does not entitle you to any refund except as expressly provided in these Terms.

21.3  Survival.

Sections 1 (Definitions), 5.6 (Chargebacks), 7 (Vehicle History and Market Valuation), 8 (User Content), 9 (Prohibited Conduct), 10 (Intellectual Property), 13 (Marketing Communications), 14 (Disclaimers), 15 (Limitation of Liability), 16 (Indemnification), 17–18 (State-Specific Notices), 19 (Dispute Resolution), 20 (Governing Law), 21 (Termination and Survival), and 22–28 (general provisions), and any other provision that by its nature should survive termination, survive termination of these Terms.

We will not be liable for any delay or failure to perform under these Terms resulting from causes outside our reasonable control, including acts of God, natural disaster, fire, flood, earthquake, pandemic, epidemic, war, terrorism, civil unrest, government action, labor disturbance, internet or telecommunications outage, denial-of-service attack, or failure of third-party service providers or data providers.

23.1  Notices to us.

Except as otherwise provided in these Terms, notices to us must be sent in writing to Price360, Inc. DBA OptiCar, Attn: Legal Department, with a copy by email to legal@price360.ai.

23.2  Notices to You.

Notices from us to you may be sent by email to the address associated with your Account, by posting on the Platform, by in-application notification, or by any other reasonable means. Notice is deemed given when sent (in the case of email or in-application notification) or when posted (in the case of a posted notice).

24.1  General.

If you access the Platform through a mobile application downloaded from a third-party application marketplace (each, an "App Store"), your use of that mobile application is also subject to the terms of service of the applicable App Store. You acknowledge that the App Store is not a party to these Terms and is not responsible for the mobile application or its content.

24.2  Apple App Store.

If you access the OptiCar mobile application from the Apple App Store, the following additional terms apply: (a) these Terms are between you and us only, not with Apple Inc. ("Apple"); (b) the license granted to you in Section 10.2 is limited to a non-transferable license to use the mobile application on any Apple-branded products that you own or control, in accordance with the Usage Rules in the Apple Media Services Terms and Conditions; (c) Apple has no obligation to furnish maintenance or support for the mobile application; (d) to the maximum extent permitted by Applicable Law, Apple has no warranty obligation with respect to the mobile application, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be our sole responsibility; (e) Price360, Inc. DBA OptiCar, not Apple, is responsible for addressing any claims by you or any third party relating to the mobile application; (f) Apple and Apple's subsidiaries are third-party beneficiaries of these Terms with respect to the mobile application and may enforce these Terms against you.

24.3  Google Play.

If you access the OptiCar mobile application from Google Play, you acknowledge that your use is also governed by the Google Play Terms of Service, that Google Inc. is not a party to these Terms, and that Google's liability with respect to the mobile application is as set forth in the Google Play Terms of Service.

The Platform may be subject to U.S. export control and sanctions laws and regulations, including the Export Administration Regulations and the regulations administered by OFAC. You agree to comply with all such laws and regulations and not to export, re-export, transfer, or release the Platform or any portion of it to any country, person, or entity restricted under such laws or regulations.

The Platform, including any software made available through it, is a "commercial product" and "commercial computer software," as those terms are defined in FAR 2.101 and DFARS 252.227-7014. Any use, modification, reproduction, release, performance, display, or disclosure by the U.S. Government will be governed solely by these Terms and is prohibited except to the extent expressly permitted.

You may not assign these Terms or any rights or obligations under these Terms without our prior written consent, and any attempted assignment without such consent is void. We may assign these Terms, in whole or in part, without your consent (a) to a parent, subsidiary, or affiliate; (b) in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets; or (c) by operation of law. These Terms bind and inure to the benefit of the parties and their permitted successors and assigns.

28.1  Entire Agreement.

These Terms, together with the Privacy Policy and any additional terms expressly incorporated by reference (including, for Dealer Users, the OptiCar Dealer Agreement, if applicable), constitute the entire agreement between you and us regarding the Platform and supersede all prior or contemporaneous understandings.

28.2  Order of Precedence.

In the event of a conflict between these Terms and any other agreement between you and us, the order of precedence is (a) any signed written agreement, (b) these Terms, (c) the Privacy Policy, and (d) any other posted terms, except that any provision specifically referenced as controlling will control.

28.3  No Waiver.

Our failure to enforce any provision of these Terms is not a waiver of that provision. Any waiver must be in writing and signed by an authorized representative of Price360, Inc. DBA OptiCar to be effective.

28.4  Severability.

If any provision of these Terms is held invalid or unenforceable, the remaining provisions will continue in full force and effect, and the invalid or unenforceable provision will be modified to the minimum extent necessary to make it valid and enforceable while preserving the original intent.

28.5  Headings.

Section headings are for convenience only and do not affect interpretation.

28.6  Interpretation.

The words "include," "includes," and "including" are deemed to be followed by "without limitation." References to a statute include the statute as amended and any successor statute and the regulations promulgated thereunder.

28.7  No Third-Party Beneficiaries.

Except as expressly stated (including with respect to Apple in Section 24.2 and the Company Parties in Sections 15 and 16), these Terms do not create any third-party beneficiary rights.

28.8  Relationship of the Parties.

The relationship between you and us is that of independent contractors. These Terms do not create any agency, partnership, joint venture, or employment relationship.

Price360, Inc. DBA OptiCar General Inquiries: info@price360.ai Legal: legal@price360.ai Refunds: refunds@price360.ai Security: security@price360.ai Privacy: privacy@price360.ai DMCA: dmca@price360.ai

 

 

APPENDIX A — ARBITRATION OPT-OUT FORM

You may use the form below to opt out of the mandatory arbitration provisions of Section 19. Completion of this form is not required; any signed writing containing the information identified in Section 19.10 is sufficient, provided it is delivered within thirty (30) days after you first accept the Terms.

To opt out, complete this form and send it to:

Price360, Inc. DBA OptiCar Attn: Legal Department — Arbitration Opt-Out  Email: legal@price360.ai (Subject: Arbitration Opt-Out)

 

Full legal name: _______________________________________________________

Email address associated with my Account: __________________________

Account username (if applicable): ________________________________________

Date I first accepted these Terms of Use: ____________________________

I hereby give notice that I am exercising my right under Section 19.10 of the Price360, Inc. DBA OptiCar Terms of Use to opt out of the mandatory arbitration provisions of Section 19 of those Terms. I understand that opting out does not affect any other provision of the Terms, including the Class Action Waiver and the Jury Trial Waiver.

 

Signature: _______________________________________________________

Date: ___________________________