Terms of Use

1. Acceptance of Terms

Welcome to Motorbase. By accessing, browsing, or using the Motorbase platform (the "Service"), or by clicking "I Agree" or similar buttons during registration, you ("User," "Customer," or "you") acknowledge that you have read, understood, and agree to be legally bound by these Terms of Use (the "Terms"), along with our Privacy Policy and any other policies referenced herein.

If you do not agree to these Terms, you must immediately cease using the Service. If you are entering into these Terms on behalf of a company, organization, or other legal entity, you represent that you have the authority to bind such entity to these Terms.

2. Definitions

For purposes of these Terms, the following definitions apply:

• "Service" or "Platform" refers to the Motorbase vehicle inventory management software, including all features, functionalities, APIs, and related services.
• "Software" means the proprietary software application provided as part of the Service.
• "User" or "Customer" means any individual or entity that accesses or uses the Service.
• "Content" or "Customer Data" means all data, information, images, vehicle listings, and other materials uploaded, stored, or processed through the Service by the User.
• "Subscription" means the paid access plan selected by the Customer to use the Service.
• "Organization" refers to the business entity or account under which multiple users may be managed.
• "Intellectual Property" means all patents, copyrights, trademarks, trade secrets, and other proprietary rights.
• "API" means the application programming interface provided to access certain Service functionalities.

3. Changes to Terms

We reserve the right to modify, amend, or update these Terms at any time, at our sole discretion. When we make material changes, we will notify you by:

• Posting a notice on our website or within the Service;
• Sending an email notification to the email address associated with your account; or
• Displaying a prominent notification upon your next login to the Service.

Your continued use of the Service after such notification constitutes your acceptance of the modified Terms. The "Last Updated" date at the top of this page indicates when the Terms were most recently revised. If you do not agree to the modified Terms, you must discontinue use of the Service and may cancel your Subscription in accordance with Section 10.

4. Relationship to Other Policies

These Terms incorporate by reference and must be read in conjunction with the following policies:

• Privacy Policy: Governs how we collect, use, store, and protect your personal information.
• Acceptable Use Policy (AUP): Outlined in Section 11, defines prohibited conduct.
• Service Level Agreement (SLA): If applicable to your Subscription tier, defines uptime commitments and service credits.

In the event of any conflict between these Terms and other policies, these Terms shall prevail unless explicitly stated otherwise.

5. Scope of Service

Motorbase provides a cloud-based vehicle inventory management platform designed to help automotive dealerships, rental companies, and fleet managers organize, track, and manage their vehicle inventory. The Service includes, but is not limited to:

• Vehicle inventory creation, editing, and management;
• Management of vehicle brands, models, colors, types, and versions;
• Image upload and storage for vehicle listings;
• Analytics and reporting tools for inventory insights;
• Organization and user management features;
• API access for integration with third-party systems (subject to your Subscription tier);
• Customer support as specified in your Subscription plan.

Limitations: The Service is provided on an "as available" basis. We do not guarantee that the Service will be uninterrupted, error-free, or completely secure. Certain features, storage limits, API call limits, and support levels vary based on your Subscription tier.

We reserve the right to modify, suspend, or discontinue any aspect of the Service at any time, with or without notice, though we will make commercially reasonable efforts to notify you of material changes that negatively affect your use of the Service.

6. License Grant

Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Service solely for your internal business purposes during the Subscription term.

Restrictions: You agree not to:

• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software;
• Modify, adapt, translate, or create derivative works based on the Service;
• Rent, lease, lend, sell, sublicense, distribute, or otherwise transfer the Service to any third party;
• Remove, alter, or obscure any proprietary notices (copyright, trademark, etc.) from the Service;
• Use the Service to build a competitive product or service;
• Access the Service for benchmarking or competitive analysis purposes;
• Exceed the usage limits specified in your Subscription plan (e.g., number of users, storage capacity, API calls);
• Use automated means (bots, scrapers) to access the Service except through our provided API;
• Circumvent any access restrictions or security measures implemented in the Service.

7. User Accounts & Security

To access certain features of the Service, you must create an account by providing accurate, current, and complete information. You are responsible for:

• Maintaining the confidentiality of your account credentials (username, password, API keys);
• All activities that occur under your account, whether or not authorized by you;
• Immediately notifying us of any unauthorized use of your account or any other security breach;
• Using strong, unique passwords and enabling multi-factor authentication when available.

We reserve the right to suspend or terminate accounts that violate these Terms or pose a security risk to the Service or other users. You may not share your account credentials with third parties or allow multiple individuals to use a single user seat unless explicitly permitted by your Subscription plan.

8. Pricing and Subscription Model

Motorbase offers various Subscription plans with different features, user limits, storage capacity, and support levels. Current pricing is available on our website and is subject to change with notice to existing customers.

Subscription fees may be based on:

• Number of authorized user seats;
• Storage capacity for vehicle images and data;
• API usage and call volume;
• Access to premium features and analytics;
• Level of customer support.

All fees are stated in U.S. Dollars (USD) unless otherwise specified. Payment must be made by credit card, debit card, or other payment methods we accept.

9. Invoicing and Payment Terms

Subscription fees are billed in advance on a recurring basis (monthly or annually) based on your selected billing cycle. Invoices will be sent to the email address associated with your account. Payment is due immediately upon invoice issuance unless otherwise specified.

Late Payments: If payment is not received within 10 days of the due date:

• A late fee of 1.5% per month (or the maximum rate permitted by law, whichever is lower) may be applied;
• Your access to the Service may be suspended until payment is received;
• We reserve the right to terminate your account for non-payment after 30 days.

You authorize us to charge your designated payment method automatically for all recurring fees. You are responsible for maintaining valid payment information and updating it as needed.

10. Subscription Term and Renewal

Your Subscription begins on the date you complete registration and payment (the "Start Date") and continues for the initial term you selected (monthly or annual). Unless you cancel before the end of the current term, your Subscription will automatically renew for successive periods equal to the original term length.

Cancellation: You may cancel your Subscription at any time by:

• Accessing your account settings and selecting the cancellation option; or
• Contacting our customer support team.

Cancellations take effect at the end of your current billing period. You will retain access to the Service until that date. No partial refunds will be provided for mid-term cancellations.

We may change Subscription pricing for renewal terms by providing at least 30 days' advance notice. Continued use of the Service after the price change takes effect constitutes acceptance of the new pricing.

11. Taxes

All fees are exclusive of applicable federal, state, local, or foreign taxes, levies, or duties (collectively, "Taxes"). You are responsible for paying all Taxes associated with your use of the Service, except for taxes based on our net income. If we are required to collect or pay Taxes, they will be charged to your payment method or invoiced to you.

12. Refunds and Cancellations

No Refund Policy: All Subscription fees are non-refundable except as required by law or as explicitly stated in these Terms. This includes:

• Mid-term cancellations (you'll maintain access until the end of the billing period);
• Upgrades or downgrades (changes take effect at the next billing cycle);
• Unused time or features within your Subscription period.

Exceptions: We may, at our sole discretion, provide refunds if:

• The Service experiences prolonged downtime exceeding our SLA commitments;
• You experience a critical, unresolved technical issue within the first 14 days of your initial Subscription;
• We determine, in our sole discretion, that a refund is warranted due to extenuating circumstances.

13. Acceptable Use Policy

You agree to use the Service only for lawful purposes and in accordance with these Terms. You agree not to:

• Violate any applicable laws, regulations, or third-party rights;
• Upload, store, or transmit any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable content;
• Infringe upon or misappropriate the intellectual property, privacy, publicity, or other proprietary rights of any party;
• Introduce viruses, malware, worms, Trojan horses, or other malicious code;
• Attempt to gain unauthorized access to the Service, other users' accounts, or our systems;
• Interfere with, disrupt, or impose an unreasonable burden on the Service or our infrastructure;
• Use the Service to send spam, unsolicited communications, or engage in phishing;
• Impersonate any person or entity or falsely represent your affiliation with any person or entity;
• Engage in any activity that could damage, disable, overburden, or impair the Service;
• Use the Service to store or transmit content related to illegal goods, fraudulent activities, or counterfeit products;
• Exceed the usage limits (storage, API calls, user seats) specified in your Subscription plan;
• Scrape, crawl, or use automated tools to extract data from the Service except through the provided API.

Violation of this Acceptable Use Policy may result in immediate suspension or termination of your account without refund.

14. User-Generated Content and Customer Data

Ownership: You retain all ownership rights in the Content and Customer Data you upload, store, or process through the Service. We claim no ownership rights over your Content.

License to Motorbase: By uploading Content to the Service, you grant us a worldwide, non-exclusive, royalty-free, sublicensable license to use, reproduce, store, modify, display, and distribute your Content solely for the purpose of:

• Providing, maintaining, and improving the Service;
• Creating backups and ensuring data redundancy;
• Generating anonymized, aggregated analytics and insights that do not identify you or your business;
• Complying with legal obligations or responding to lawful requests from authorities.

User Warranties: You represent and warrant that:

• You own or have obtained all necessary rights, licenses, and permissions to upload and use your Content;
• Your Content does not infringe upon any third party's intellectual property, privacy, or other rights;
• Your Content complies with all applicable laws and does not contain illegal, defamatory, or harmful material;
• You have the right to grant the license to us as described above.

Content Monitoring: We are not obligated to monitor or review Content but reserve the right to do so. We may remove or refuse to display Content that violates these Terms or applicable law, without prior notice.

15. Intellectual Property Rights

Provider Intellectual Property: The Service, including all software, code, algorithms, user interfaces, designs, graphics, logos, documentation, and related intellectual property, is owned by Motorbase and its licensors. All rights, title, and interest in and to the Service remain exclusively with Motorbase.

Nothing in these Terms grants you any right, title, or interest in the Service beyond the limited license described in Section 6. You may not use our trademarks, service marks, logos, or brand names without our prior written consent.

Customer Intellectual Property: As stated in Section 14, you retain all ownership rights in your Content and Customer Data.

Feedback: If you provide us with suggestions, ideas, or feedback regarding the Service ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback into the Service without any obligation to you.

16. Data Protection and Privacy

Your privacy is important to us. Our collection, use, storage, and protection of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

Data Security: We implement industry-standard security measures to protect your data, including:

• Encryption of data in transit (TLS/SSL) and at rest;
• Regular security audits and vulnerability assessments;
• Access controls and authentication mechanisms;
• Secure backup and disaster recovery procedures.

However, no system is completely secure. We cannot guarantee the absolute security of your data and are not responsible for unauthorized access resulting from factors beyond our reasonable control.

Compliance: We strive to comply with applicable data protection laws, including the General Data Protection Regulation (GDPR), California Consumer Privacy Act (CCPA), and other relevant regulations. For more details, please refer to our Privacy Policy.

Data Breach Notification: In the event of a data breach that affects your personal information, we will notify you as required by applicable law, typically within 72 hours of discovering the breach. We will provide information about the breach, affected data, and steps we are taking to mitigate harm.

17. Data Portability and Deletion

Data Export: You may export your Customer Data at any time using the data export tools provided within the Service or by contacting our support team. We will provide your data in a commonly used, machine-readable format (e.g., JSON, CSV).

Data Retention Upon Termination: Following termination or cancellation of your Subscription:

• You will have 30 days to retrieve your Customer Data;
• After 30 days, we will securely delete your Customer Data from our production systems;
• Backup copies may persist in our backup systems for up to an additional 90 days, after which they will be deleted;
• Anonymized, aggregated data that does not identify you may be retained indefinitely for analytical purposes.

We are not obligated to store your data after termination. It is your responsibility to export and back up your data before your Subscription ends.

18. Service Level Agreement

For certain Subscription tiers, we may provide a Service Level Agreement (SLA) that specifies:

• Guaranteed uptime percentage (e.g., 99.9% monthly uptime);
• Performance metrics and response times;
• Support response times based on issue severity;
• Service credits or remedies for failing to meet SLA commitments.

If an SLA applies to your Subscription, it will be provided separately and incorporated into these Terms. If no SLA applies, the Service is provided on an "as available" basis without any uptime or performance guarantees.

19. Disclaimer of Warranties

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, MOTORBASE DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT;
• WARRANTIES THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS;
• WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY CONTENT OR DATA PROVIDED THROUGH THE SERVICE;
• WARRANTIES THAT THE SERVICE WILL MEET YOUR SPECIFIC REQUIREMENTS OR EXPECTATIONS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH CASES, OUR WARRANTIES ARE LIMITED TO THE MINIMUM REQUIRED BY LAW.

YOU ACKNOWLEDGE THAT YOU USE THE SERVICE AT YOUR OWN RISK AND THAT YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICE IS TO STOP USING IT AND CANCEL YOUR SUBSCRIPTION.

20. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL MOTORBASE, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES;
• LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES;
• COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;
• DAMAGES ARISING FROM UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR YOUR DATA;
• DAMAGES ARISING FROM INTERRUPTION OR CESSATION OF THE SERVICE;
• DAMAGES ARISING FROM ERRORS, MISTAKES, OR INACCURACIES IN THE SERVICE OR CONTENT;
• PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR USE OF THE SERVICE;
• ANY DAMAGES ARISING FROM THE CONDUCT OR CONTENT OF THIRD PARTIES OR OTHER USERS.

OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT PAID BY YOU TO MOTORBASE IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100 USD).

THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN SUCH JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

21. Indemnification

Customer Indemnification: You agree to indemnify, defend, and hold harmless Motorbase, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from or relating to:

• Your use or misuse of the Service;
• Your violation of these Terms or any applicable laws;
• Your Content or Customer Data, including any infringement of third-party intellectual property rights;
• Your breach of any representations or warranties made herein;
• Any negligent or wrongful conduct by you or your authorized users.

Provider Indemnification: We will defend you against third-party claims alleging that the Service, when used in accordance with these Terms, infringes a third party's intellectual property rights. We will indemnify you for damages finally awarded or agreed in settlement, provided that:

• You promptly notify us in writing of the claim;
• You give us sole control of the defense and settlement of the claim;
• You provide reasonable cooperation and assistance in the defense.

If the Service is, or in our opinion is likely to be, subject to an infringement claim, we may, at our option and expense: (a) obtain the right for you to continue using the Service; (b) replace or modify the Service to make it non-infringing; or (c) terminate your Subscription and refund any prepaid, unused fees.

This indemnification does not apply to claims arising from: (i) modifications to the Service made by you; (ii) use of the Service in combination with third-party products not approved by us; (iii) your Content or Customer Data; or (iv) your breach of these Terms.

22. Term and Termination

Term: These Terms commence on the date you first access or use the Service and continue until terminated in accordance with this Section.

Termination by You: You may terminate your Subscription at any time as described in Section 10. Termination will be effective at the end of your current billing period.

Termination by Us: We may suspend or terminate your access to the Service, with or without notice, for any of the following reasons:

• Non-payment of fees after the grace period specified in Section 9;
• Material breach of these Terms, including violation of the Acceptable Use Policy;
• Fraudulent activity or suspected security threats;
• Legal or regulatory requirements;
• Discontinuation of the Service to all users (with at least 90 days' notice);
• At our sole discretion, if we determine your use poses a risk to the Service or other users.

We will make reasonable efforts to provide advance notice of termination, except in cases of emergency, breach, or legal requirement.

23. Effect of Termination

Upon termination or expiration of your Subscription:

• Your right to access and use the Service immediately ceases;
• We may deactivate or delete your account and all associated Content after the data retention period;
• You remain liable for all fees incurred up to the effective date of termination;
• You must immediately cease using the Service and any associated materials;
• Sections that by their nature should survive (including Sections 11-21, 23-26) will continue to apply.

Termination does not relieve you of your obligation to pay any outstanding fees or charges. No refunds will be provided for prepaid Subscription fees upon termination, except as required by law.

24. Governing Law and Jurisdiction

These Terms and any disputes arising out of or relating to these Terms or the Service shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws principles.

Subject to Section 25 (Dispute Resolution), you and Motorbase agree to submit to the exclusive jurisdiction of the state and federal courts located in Delaware for the resolution of any disputes arising out of these Terms. You waive any objection to venue in such courts and any claim that such courts are an inconvenient forum.

25. Dispute Resolution

Informal Resolution: Before initiating formal legal proceedings, you agree to first contact us to attempt to resolve any dispute informally. Please send a detailed description of the dispute to our support team. We will work with you in good faith to resolve the matter within 60 days.

Arbitration: If informal resolution is unsuccessful, any dispute, claim, or controversy arising out of or relating to these Terms or the Service (including any breach, termination, or validity thereof) shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.

• The arbitration shall be conducted by a single arbitrator;
• The arbitration shall take place in Delaware, or at such other location as mutually agreed;
• The arbitrator's decision shall be final and binding;
• Judgment on the arbitration award may be entered in any court having jurisdiction;
• Each party shall bear its own costs and attorneys' fees, unless the arbitrator awards such costs and fees to the prevailing party.

Class Action Waiver: You and Motorbase agree that any proceedings to resolve disputes will be conducted on an individual basis and not as part of a class, consolidated, or representative action. Neither you nor Motorbase may participate as a class representative or class member in any class action proceeding.

Exceptions: Either party may seek injunctive or equitable relief in a court of competent jurisdiction to prevent infringement of intellectual property rights or unauthorized access to the Service.

26. Force Majeure

Neither party shall be liable for any failure or delay in performance under these Terms (except for payment obligations) resulting from causes beyond its reasonable control, including but not limited to:

• Acts of God, natural disasters, earthquakes, floods, fires;
• War, terrorism, civil unrest, riots;
• Epidemics, pandemics, public health emergencies;
• Government actions, laws, regulations, or orders;
• Labor disputes, strikes, lockouts;
• Internet or telecommunications failures, cyberattacks, DDoS attacks;
• Third-party hosting or infrastructure provider outages.

The affected party must promptly notify the other party of the force majeure event and make reasonable efforts to minimize its impact. If the force majeure event continues for more than 30 days, either party may terminate the affected Subscription upon written notice.

27. Assignment

You may not assign, transfer, or delegate these Terms or any rights or obligations hereunder, whether voluntarily or by operation of law, without our prior written consent. Any attempted assignment in violation of this provision is void.

We may freely assign these Terms, in whole or in part, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets. We will notify you of any such assignment.

28. Entire Agreement

These Terms, together with the Privacy Policy and any other policies or agreements expressly incorporated by reference, constitute the entire agreement between you and Motorbase regarding the Service and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral.

No provision of any purchase order or other business form employed by you will supersede or modify these Terms, and any such documents shall be for administrative purposes only and have no legal effect.

29. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.

30. Waiver

No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or any other term. Our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

31. Notices

All legal notices to Motorbase must be sent in writing to:

All notices to you will be sent to the email address associated with your account or displayed prominently within the Service. Notices are deemed delivered when sent by email or when posted to the Service.

You are responsible for keeping your email address current and checking your email regularly for important notices.

32. Export Controls

The Service may be subject to export control laws and regulations of the United States and other countries. You agree to comply with all applicable export and import laws and regulations. You represent and warrant that:

• You are not located in a country subject to a U.S. government embargo or designated as a "terrorist supporting" country;
• You are not listed on any U.S. government list of prohibited or restricted parties;
• You will not use the Service in violation of any export control laws.

33. U.S. Government Rights

If you are a U.S. government entity or the Service is being licensed for use by the U.S. government, the Service constitutes "Commercial Computer Software" and "Commercial Computer Software Documentation" as defined in FAR 12.212 and DFARS 227.7202. U.S. government use, reproduction, or disclosure is subject to the restrictions set forth in these Terms and, as applicable, the terms of the license agreement under which the Service was acquired.

34. Third-Party Services and Links

The Service may contain links to third-party websites, services, or resources, or may integrate with third-party applications. These third-party services are not under our control, and we are not responsible for their content, privacy practices, or terms of use.

Your use of third-party services is at your own risk and subject to the terms and conditions of those third parties. We do not endorse or make any representations about third-party services.

35. Contact Information

If you have any questions about these Terms or the Service, please contact us: