Last updated: September 15, 2025
These Terms of Service (“Terms”) govern access to and use of the Company’s AI Assistant for Automotive Service and related websites, software, and services (collectively, the “Services”). By using the Services, you agree to these Terms.
“Agreement” means these Terms.
“Authorized User” means an employee, contractor, or agent of a Customer who is authorized to use the Services and who accesses them via a unique username and password under Customer’s account.
“Customer” means the entity that purchases a subscription to the Services.
“Customer Data” means any content, materials, data, software, or other information that Customer or its Authorized Users provide through the Services or to Company in connection with use of the Services, including Messages and Personal Data.
“Personal Data” means any information relating to an identified or identifiable natural person, as defined by applicable data protection laws.
“Intellectual Property Rights” means patent rights (including applications and disclosures), copyrights, trade secrets, know-how, and all other intellectual property rights worldwide.
“Messages” means voice, text, or email communications submitted for transmission using the Services.
Subject to these Terms, Company will use commercially reasonable efforts to provide the Services (and, if applicable, any service level commitments referenced on an order form or posted SLA). During registration, Customer identifies an administrative user for its account. Company may refuse registrations or cancel usernames it deems inappropriate. Each Company account is limited to a single rooftop (one business entity occupying one physical building).
Only Authorized Users may access or use the Services under Customer’s account. Customer will permit access only by Authorized Users, will maintain the security of usernames and passwords, and will promptly notify Company of any suspected unauthorized use or credential compromise. Customer is responsible for the acts and omissions of its Authorized Users. The number of Authorized User subscriptions may be increased by upgrading to a new tier under a new order form.
Customer will not (and will not permit others to): (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services or any related software, documentation, or data (“Software”); (b) modify, translate, or create derivative works of the Services or Software (except as expressly permitted by Company or within the Services); (c) use the Services or Software for time-sharing, service bureau, or otherwise for the benefit of a third party; or (d) remove proprietary notices or labels.
Customer is responsible for obtaining and maintaining any equipment and ancillary services needed to access or use the Services (collectively, “Equipment”) and for the security of the Equipment, account(s), passwords (including administrative and user credentials), and files—and for all uses of the account(s), with or without Customer’s knowledge.
Customer and its Authorized Users must not: (i) make the Services available to anyone other than Authorized Users; (ii) sell, resell, rent, lease, outsource, act as a service bureau for, or sublicense the Services or Software; (iii) use the Services to send communications to individuals or entities located outside the United States; (iv) use the Services to promote any industry on Company’s Prohibited Industry List; (v) remove, circumvent, disable, damage, or otherwise interfere with security-related features or features that enforce limitations on use; (vi) use the Services or Software in any manner that is harmful, infringing, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of privacy/publicity rights, constitutes a hate crime, violates another’s rights, or violates applicable law; (vii) interfere with or disrupt the integrity or performance of the Services; or (viii) attempt to gain unauthorized access to the Services or related systems or networks. Company may monitor use and may prohibit any use it believes violates this Section.
Each party (“Receiving Party”) may receive business, technical, or financial information from the other (“Disclosing Party”) that is non-public (“Proprietary Information”). Company’s Proprietary Information includes non-public information regarding features, functionality, and performance of the Services. Customer’s Proprietary Information includes Customer Data. The Receiving Party will (i) take reasonable precautions to protect Proprietary Information and (ii) not use or disclose it except to perform under these Terms or as otherwise permitted. The foregoing does not apply to information that (a) becomes public through no fault of the Receiving Party; (b) was in the Receiving Party’s possession before receipt; (c) is rightfully disclosed by a third party without restriction; (d) is independently developed without use of the Disclosing Party’s Proprietary Information; or (e) must be disclosed by law (with notice where lawful). Confidentiality obligations last five (5) years from disclosure.
Customer owns all right, title, and interest in Customer Data. Company owns and retains all right, title, and interest in and to the Services and Software, including all improvements, enhancements, and modifications; any software, applications, inventions, or other technology developed in connection with implementation or support; and all related Intellectual Property Rights. No rights or licenses are granted except as expressly stated.
Company may collect and analyze data relating to provision, use, and performance of the Services and related systems and technologies (including information concerning Customer Data and derivatives) and may (i) use such data to improve and enhance the Services and for development, diagnostic, and corrective purposes, and (ii) disclose such data in aggregate or de-identified form.
Customer will pay the fees described in the applicable order form for the Services and any implementation services (“Fees”). If Customer’s use exceeds purchased capacity or otherwise triggers additional fees, Company will bill for such usage per these Terms and the order form. Company may change Fees or institute new charges at the end of the initial or then-current renewal term with 30 days’ prior written notice (which may be by email). Billing questions must be raised within 60 days of the first statement showing the issue.
If Company invoices, payment is due 15 days from the invoice date unless stated otherwise on the order form. Customer is responsible for all taxes associated with the Services, excluding taxes based on Company’s net income.
The subscription term is specified on the order form (the “Initial Service Term”) and renews automatically for successive terms equal to the Initial Service Term unless either party gives notice of non-renewal at least 30 days before the end of the then-current term. Either party may terminate for material breach if the breach remains uncured as provided in the order form or applicable notice. Upon termination or expiration, Customer will pay for Services provided through the last day, and the following survive: fees due, confidentiality, warranty disclaimers, indemnities, and limitations of liability.
Company will use reasonable efforts, consistent with industry standards, to maintain the Services in a manner that minimizes errors and interruptions and will perform any implementation services in a professional and workmanlike manner. Scheduled and emergency maintenance may occur. Company does not warrant that the Services will be uninterrupted or error-free, or that results will be accurate or complete. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND ANY IMPLEMENTATION SERVICES ARE PROVIDED “AS IS,” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
Company will defend and hold Customer harmless from third-party claims alleging that the Services infringe a U.S. patent, copyright, or misappropriate a trade secret, provided Customer promptly notifies Company and provides reasonable assistance and sole control of the defense and settlement. Company’s obligations do not apply to claims based on: (i) components not supplied by Company; (ii) compliance with Customer specifications; (iii) modifications not made by Company; (iv) combinations with products, processes, or materials not provided by Company; (v) continued allegedly infringing use after notice or after availability of a non-infringing alternative; or (vi) use not in accordance with these Terms. If the Services are held or believed to be infringing, Company may (a) modify or replace them to be non-infringing with substantially similar functionality, (b) obtain a license, or (c) terminate the affected Services and refund any prepaid, unused fees.
Customer will indemnify and hold Company harmless from claims arising out of Customer’s breach of Section 2 (Restrictions and Responsibilities) or unlawful use of the Services.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY WILL NOT BE RESPONSIBLE FOR: (A) ERROR OR INTERRUPTION OF USE; LOSS, INACCURACY, OR CORRUPTION OF DATA; COST OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY; OR LOSS OF BUSINESS; (B) ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES; (C) MATTERS BEYOND COMPANY’S REASONABLE CONTROL; (D) AMOUNTS THAT, IN THE AGGREGATE, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY; (E) AMOUNTS IN EXCESS OF THE PER-CLAIM LIMITS UNDER COMPANY’S APPLICABLE INSURANCE POLICIES THEN IN FORCE; (F) ANY EVENT OR LOSS CAUSED BY OR AGGRAVATED BY CUSTOMER’S HOSTING OR STORAGE OF RELEVANT DATA ON CUSTOMER’S SYSTEMS IN LIEU OF COMPANY’S SYSTEMS; OR (G) ANY EVENT OR LOSS TO THE EXTENT CAUSED BY CUSTOMER’S SYSTEMS, INCLUDING DATA IMPORTED OR SYNCHRONIZED BY COMPANY FROM CUSTOMER’S SYSTEMS (WHETHER DEVELOPED IN-HOUSE OR BY THIRD PARTIES, INCLUDING WITHOUT LIMITATION CUSTOMER’S DMS PROVIDER, SCHEDULER, SPREADSHEETS (E.G., CSV/EXCEL), OR FTP SERVER).
If any provision is unenforceable, it will be limited to the minimum extent necessary. Customer may not assign or transfer these Terms without Company’s prior written consent; Company may not assign without Customer’s consent, except to a successor in interest in connection with a merger, reorganization, or sale of all or substantially all assets. These Terms are the complete and exclusive statement of the parties’ understanding and supersede prior or contemporaneous agreements relating to the Services (subject to Section 10 below). No agency, partnership, joint venture, or employment is created by these Terms. Notices must be in writing and are deemed given when received if personally delivered; when receipt is electronically confirmed if sent by email; the day after sending by recognized overnight courier; or upon receipt if by certified or registered mail (return receipt requested). Governing law: Delaware, without regard to conflicts of law. Publicity: any press release or use of marks will be by mutual written agreement (or as set forth on an order form).
If Customer has a signed master services agreement or order form with Company, that signed agreement controls to the extent of any conflict with these Terms.
Company implements administrative, technical, and physical safeguards appropriate for the Services. The Services may interoperate with third-party systems (e.g., dealer management or messaging providers). Use of third-party services is governed by their terms; Company is not responsible for third-party services it does not control.
We may update these Terms from time to time. Material changes will be reflected in the “Last updated” date and, where appropriate, additional notice. Continued use after the effective date constitutes acceptance.
Questions about these Terms: legal@aimachinesai.com