Dealers — Terms of Use

These Terms of Use (the “Terms”) govern your access to and use of the Vintrak for Dealers website located at vintrak.io (and any subdomains, including a dedicated dealer landing page), together with any related pages, content, forms, waitlist sign-ups, early-access programs, communications, and materials made available by Vintrak (collectively, the “Site”). The Site is operated by Vintrak, Inc., a Delaware corporation (“Vintrak,” “we,” “us,” or “our”).

By accessing the Site, submitting any form, joining the waitlist, requesting early access, or otherwise interacting with the Site, you accept and agree to be bound by these Terms and our Privacy Policy. If you do not agree, do not use the Site.

The Site is intended for businesses. By using the Site on behalf of an automotive dealer, dealership, dealer group, brokerage, auction, storage operator, or other business entity (each, a “Dealer”), you represent and warrant that (a) you are at least 18 years old, (b) you have the authority to bind that Dealer to these Terms, and (c) the Dealer agrees to be bound by these Terms. In that case, “you” refers to both you individually and the Dealer.

1. The Site and the Vintrak Platform

1.1 What the Site Is

The Site is a marketing and information resource that describes Vintrak’s planned products and services for automotive dealers, including a planned dealer tier of the Vintrak platform (the “Platform”). The Site allows interested Dealers to learn about Vintrak, join a waitlist, request early access, sign up for updates, and submit business information for evaluation.

1.2 What the Site Is Not

The Site does not currently provide access to a live, production version of the dealer Platform. Joining the waitlist or requesting early access does not guarantee that you will receive access to the Platform, that any specific feature will be made available, or that any timeline will be met. All product descriptions, screenshots, pricing references, roadmaps, and feature lists are illustrative and subject to change at any time without notice.

1.3 Early Access

If Vintrak invites you to participate in an early-access, beta, pilot, or design-partner program (collectively, “Early Access”), additional terms (including a separate beta or pilot agreement, evaluation agreement, or order form) may apply. In the event of a conflict between these Terms and any signed Early Access agreement with you, the signed agreement controls for the subject matter it covers.

Early Access materials and any pre-release Platform functionality are provided “AS IS” and “AS AVAILABLE,” may be discontinued or materially changed at any time, and are offered without any service-level commitments, uptime guarantees, or warranties of any kind.

2. Eligibility and Account Information

2.1 Eligible Users

You may use the Site only if (a) you are at least 18 years of age; (b) you can form a legally binding contract with Vintrak; (c) you are not barred from receiving services under U.S. law or the laws of any other applicable jurisdiction; and (d) you are not a competitor of Vintrak using the Site to gather competitive intelligence, replicate features, or develop a competing product, except as expressly permitted in writing by Vintrak.

2.2 Accuracy of Information

When you submit information through the Site — including your name, business name, dealer license number (if any), email address, phone number, business address, role, inventory size, or other details — you agree that all information you provide is accurate, current, and complete, and that you will promptly update it if it changes. You are responsible for the security of any credentials we may issue to you in connection with Early Access.

2.3 Verification

Vintrak may, but is not obligated to, verify any information you provide. Vintrak may decline to grant Early Access, terminate any pending request, or refuse service for any reason and at any time, including based on the results of any verification or based on commercial, legal, or business considerations.

3. License to Use the Site

Subject to your continued compliance with these Terms, Vintrak grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Site solely for your internal business purposes of evaluating Vintrak and its planned services. All other rights are reserved.

4. Acceptable Use

You agree not to do, and not to permit any third party to do, any of the following:

• Access or use the Site for any unlawful, fraudulent, deceptive, or unauthorized purpose;
• Submit false, misleading, or impersonated information, or sign up on behalf of a person or business without authorization;
• Scrape, crawl, harvest, index, or otherwise extract data from the Site through automated means, except for standard search-engine indexing in accordance with our robots.txt;
• Reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying ideas of the Site or any Vintrak technology, except to the extent such restrictions are prohibited by applicable law;
• Use the Site to develop, train, or improve a competing product or any machine-learning model, or to benchmark the Site for the benefit of a competitor;
• Interfere with, disrupt, overload, or attempt to gain unauthorized access to the Site, our servers, our networks, or any systems connected to the Site;
• Probe, scan, or test the vulnerability of the Site without Vintrak’s prior written consent;
• Frame, mirror, deep-link, or otherwise display any part of the Site without our prior written permission;
• Remove, obscure, or alter any proprietary notices on the Site, including copyright, trademark, or other intellectual-property notices;
• Use the Site in any manner that could damage, disable, overburden, or impair it, or interfere with any other party’s use of the Site;
• Use the Site to transmit spam, viruses, malware, or other harmful code; or
• Violate any applicable law, regulation, or third-party right in connection with your use of the Site.

5. Intellectual Property

5.1 Vintrak Materials

The Site and all content, software, code, designs, layouts, graphics, text, copy, images, logos, marks, sounds, videos, screenshots, mockups, product names, feature lists, roadmaps, and other materials made available through the Site (collectively, the “Vintrak Materials”) are owned by Vintrak or its licensors and are protected by U.S. and international intellectual-property laws. All rights not expressly granted to you in these Terms are reserved by Vintrak and its licensors.

5.2 Trademarks

“Vintrak,” the Vintrak logo, the Vintrak “V” mark, and other Vintrak names, logos, and product names are trademarks of Vintrak, Inc. You may not use any Vintrak trademark without our prior written consent. Other names, logos, and trademarks referenced on the Site are the property of their respective owners and are used for identification purposes only; reference to them does not imply endorsement or affiliation.

5.3 Feedback

If you provide Vintrak with any suggestions, comments, ideas, improvements, bug reports, feature requests, or other feedback regarding the Site or the Platform (“Feedback”), you hereby grant Vintrak a worldwide, perpetual, irrevocable, royalty-free, fully paid, sublicensable, and transferable license to use, copy, modify, create derivative works of, distribute, and otherwise exploit the Feedback for any purpose, without compensation or attribution to you. You represent that you have the right to provide such Feedback.

6. Submissions and Business Information

6.1 Information You Provide

When you join the waitlist, request Early Access, fill out a contact form, or otherwise communicate with Vintrak through the Site, you may submit personal information and business information about yourself and the Dealer you represent (collectively, “Submissions”). Our collection and use of personal information is described in our Privacy Policy, which is incorporated by reference into these Terms.

6.2 License to Submissions

You grant Vintrak a worldwide, non-exclusive, royalty-free license to use, store, reproduce, and process Submissions for the purposes of (a) evaluating your interest in Vintrak; (b) communicating with you about Vintrak’s products, Early Access opportunities, and related updates; (c) operating, improving, and securing the Site and Vintrak’s services; and (d) any other purpose disclosed in the Privacy Policy.

6.3 Accuracy and Responsibility

You are solely responsible for the accuracy and legality of your Submissions, and you represent and warrant that your Submissions do not violate any law or any third party’s rights, including privacy, publicity, intellectual-property, or contractual rights. Do not submit any sensitive personal information (such as government identification numbers, financial-account numbers, or health information) through the Site unless specifically requested.

7. Communications and Marketing

By providing your email address, phone number, or other contact information through the Site, you agree that Vintrak may contact you regarding Vintrak’s products and services, Early Access programs, product updates, and related marketing communications. You may opt out of marketing communications at any time by following the unsubscribe instructions in the relevant communication or by contacting us at support@vintrak.io. Vintrak may continue to send you transactional and operational messages (for example, account, security, or service updates) even after you opt out of marketing communications, as permitted by applicable law.

8. Confidentiality of Pre-Release Materials

In connection with Early Access or other discussions with Vintrak, you may receive access to non-public information about Vintrak, including pre-release features, pricing, roadmaps, screenshots, design documents, and business plans (collectively, “Confidential Information”). You agree to (a) use Confidential Information solely for the purpose of evaluating Vintrak; (b) protect Confidential Information using at least the same degree of care you use to protect your own confidential information, but no less than a reasonable degree of care; and (c) not disclose Confidential Information to any third party without Vintrak’s prior written consent. These obligations apply for two (2) years from the date of disclosure, except that obligations regarding trade secrets continue for as long as the information remains a trade secret under applicable law.

9. Third-Party Websites and Services

The Site may contain links to third-party websites, services, or resources, or may include third-party content embedded within the Site (for example, analytics, video players, social-media widgets, payment processors, or vehicle-data providers). Vintrak does not control and is not responsible for any third-party content, websites, or services. Your use of any third-party services is governed by that third party’s terms and privacy policies, and you access them at your own risk.

10. Privacy

Our collection, use, and disclosure of personal information through the Site is described in our Privacy Policy, available at vintrak.io/privacy. By using the Site, you acknowledge that you have reviewed the Privacy Policy.

11. Disclaimers

THE SITE, THE VINTRAK MATERIALS, AND ANY EARLY ACCESS OR PRE-RELEASE FUNCTIONALITY ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VINTRAK AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.

Without limiting the foregoing, Vintrak does not warrant that (a) the Site will be uninterrupted, error-free, secure, or available at any particular time or location; (b) any defects will be corrected; (c) the Site is free of viruses or other harmful components; (d) any content on the Site is accurate, complete, current, or reliable; (e) any product, feature, pricing, or roadmap described on the Site will ultimately be made available; or (f) any Early Access program will continue, become generally available, or include any particular features.

Any reference on the Site to a third-party brand, dealer, vehicle, manufacturer, or platform is for descriptive purposes only and does not imply endorsement, sponsorship, partnership, or affiliation unless expressly stated.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL VINTRAK OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; any loss of profits, revenue, goodwill, business opportunity, data, customers, or anticipated savings; or any costs of substitute services, in each case whether arising out of or in connection with the Site, the Vintrak Materials, Early Access, these Terms, or your use of or inability to use any of the foregoing, and whether based on warranty, contract, tort (including negligence), product liability, or any other legal theory, and whether or not Vintrak has been advised of the possibility of such damages.

VINTRAK’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SITE WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$100). THE PARTIES ACKNOWLEDGE THAT THIS LIMITATION REFLECTS AN ALLOCATION OF RISK AND IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES, AND THAT IT APPLIES EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Some jurisdictions do not allow the exclusion or limitation of certain damages. To the extent any such limitation is unenforceable in your jurisdiction, the foregoing exclusions and limitations apply only to the maximum extent permitted by applicable law.

13. Indemnification

You agree to defend, indemnify, and hold harmless Vintrak and its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your access to or use of the Site; (b) your Submissions; (c) your breach of these Terms; (d) your violation of any law or any third-party right, including any intellectual-property, privacy, or publicity right; or (e) any misrepresentation made by you. Vintrak reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with Vintrak’s defense. You may not settle any claim without Vintrak’s prior written consent.

14. Termination and Suspension

Vintrak may, in its sole discretion and without notice or liability, suspend or terminate your access to the Site, remove you from the waitlist, or revoke Early Access at any time and for any reason, including if Vintrak believes you have violated these Terms. You may stop using the Site at any time. The following sections survive any termination or expiration of these Terms: 5 (Intellectual Property), 6 (Submissions), 8 (Confidentiality), 11 (Disclaimers), 12 (Limitation of Liability), 13 (Indemnification), 15 (Governing Law and Dispute Resolution), and 17 (Miscellaneous), together with any other provision that by its nature should survive.

15. Governing Law and Dispute Resolution

15.1 Governing Law

These Terms and any dispute arising out of or relating to them or the Site are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

15.2 Informal Resolution

Before filing any claim, the parties agree to attempt to resolve the dispute informally by contacting one another in writing. Vintrak may be contacted at legal@vintrak.io. If the dispute is not resolved within thirty (30) days of the initial written notice, either party may proceed under Section 15.3.

15.3 Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the Site that is not resolved informally will be resolved by binding arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures, except as modified by these Terms. The arbitration will be conducted by a single arbitrator, in English, and the seat of arbitration will be Wilmington, Delaware. The arbitrator will have authority to grant any remedy that would otherwise be available in court, except as limited by these Terms. Judgment on the award may be entered in any court of competent jurisdiction.

15.4 Class Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION AGAINST THE OTHER PARTY. The arbitrator may not consolidate more than one party’s claims and may not preside over any form of representative or class proceeding. If this class-action waiver is found to be unenforceable as to any claim, that claim must be severed from arbitration and brought in the courts identified in Section 15.5; all other claims will remain subject to arbitration.

15.5 Exceptions; Court Jurisdiction

Notwithstanding the foregoing, either party may bring an action in a court of competent jurisdiction for injunctive or other equitable relief to protect its intellectual-property rights or confidential information. For any matter not subject to arbitration, the state and federal courts located in New Castle County, Delaware will have exclusive jurisdiction, and each party consents to personal jurisdiction and venue in those courts and waives any objection based on inconvenient forum.

15.6 Time to File

Any claim arising out of or relating to these Terms or the Site must be filed within one (1) year after the claim arose; otherwise, the claim is permanently barred.

16. Modifications

16.1 Changes to the Terms

Vintrak may modify these Terms at any time by posting the updated Terms on the Site and updating the “Last Updated” date above. Material changes will be effective when posted, unless we provide a later effective date. Your continued use of the Site after the effective date of any updated Terms constitutes your acceptance of those Terms. If you do not agree, you must stop using the Site.

16.2 Changes to the Site

Vintrak may, at any time and without notice or liability, modify, suspend, or discontinue the Site (or any part of it), introduce new features, change feature availability, change pricing or planned pricing, or remove any content. Vintrak is not obligated to provide any specific product, feature, or roadmap item described on the Site.

17. Miscellaneous

17.1 Entire Agreement

These Terms, together with the Privacy Policy and any signed Early Access agreement, constitute the entire agreement between you and Vintrak with respect to the Site and supersede all prior or contemporaneous understandings, communications, or agreements, written or oral, regarding the Site.

17.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will continue in full force and effect.

17.3 No Waiver

Vintrak’s failure to enforce any right or provision of these Terms is not a waiver of that right or provision. No waiver is effective unless in writing and signed by an authorized representative of Vintrak.

17.4 Assignment

You may not assign or transfer these Terms or any of your rights or obligations under these Terms without Vintrak’s prior written consent. Any attempted assignment in violation of this section is void. Vintrak may assign these Terms at any time, including to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.

17.5 Relationship of the Parties

These Terms do not create any partnership, joint venture, employment, franchise, or agency relationship between you and Vintrak. Neither party has authority to bind the other or to incur any obligation on the other’s behalf.

17.6 Force Majeure

Vintrak is not liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, internet or telecommunications failures, government action, public-health emergencies, or third-party service outages.

17.7 Notices

Vintrak may give you notice by posting it on the Site or by sending it to the email address you provided through the Site. You may give notice to Vintrak at legal@vintrak.io, with a copy by mail to the address listed below. Notices are deemed given when posted, sent, or received, as applicable.

17.8 Headings

Section headings are for convenience only and do not affect the interpretation of these Terms.

17.9 Export and Sanctions

You represent that you are not located in, and will not access or use the Site from, any country or territory subject to comprehensive U.S. sanctions, and that you are not on any U.S. government list of restricted or denied parties.

17.10 U.S. Government End Users

If you access the Site on behalf of any U.S. federal, state, or local government entity, the Site is provided as “commercial items” as defined in 48 C.F.R. §2.101, and the government’s rights are limited to those granted under these Terms.

18. Contact

Questions about these Terms may be directed to:

Vintrak, Inc. Attn: Legal Email: legal@vintrak.io Support: support@vintrak.io Website: https://dealer.vintrak.io