Terms of Use

1. Acceptance of Terms

Welcome to CarEdge. These Terms of Use (the “Terms”) constitute a legally binding agreement between you and Auto Advocate Inc. (“CarEdge,” “Company,” “we,” “us” or “our”) governing your access to and use of CarEdge’s websites, mobile applications, AI-enabled tools, conversational features and forums, pricing and market intelligence tools, vehicle research resources, Pro and Concierge services, dealer transparency products, memberships, subscriptions and related products, content and services that link to or reference these Terms (collectively, the “Services”).

By accessing, browsing, using, registering for, communicating with, purchasing, subscribing to or otherwise interacting with CarEdge Services, including AI-enabled tools, Pro and Concierge services, pricing and quote tools, dealer transparency products and related features, you acknowledge that you have read, understood and agree to be bound by these Terms, as well as our Privacy Policy and any additional policies, disclosures or guidelines incorporated herein by reference. If you do not agree to these Terms, you may not access or use the Services.

CarEdge reserves the right, in its sole discretion, to revise, modify or update these Terms at any time. Any modifications shall become effective immediately upon posting, unless otherwise stated. Your continued use of the Services following the posting of revised Terms constitutes your acceptance of those changes. It is your responsibility to review these Terms periodically.

2. Description of Services

CarEdge operates a consumer-focused automotive technology and car-buying platform designed to help consumers research, evaluate and purchase vehicles with greater transparency and confidence. CarEdge combines market data, pricing intelligence, educational content, expert support and technology-enabled tools to help consumers save time and money throughout the vehicle-buying process.

The Services include AI-enabled features, conversational interfaces, shopping and price discovery tools, CarEdge Pro, Concierge services, pricing and market analysis, quote functionality, Dealer Transparency Index scores and other dealer transparency products, marketplace services, secret shopping activities and related technologies intended to help Consumers research, evaluate and purchase vehicles and related products or services.

CarEdge Pro, Concierge and related Services may provide vehicle search assistance, quote functionality, out-the-door pricing requests, pricing insights, dealer transparency products, communications support and related vehicle-shopping tools designed to assist Consumers in evaluating vehicle purchase opportunities, marketplace functionality and AI-assisted recommendations intended to simplify and support the vehicle-buying process.

CarEdge may generate proprietary insights, ratings, rankings, pricing intelligence, marketplace indicators and transparency tools using Aggregated or De-identified information derived from Consumer interactions, Consumer Transaction Data, mystery shopping activities and other lawful sources, as further described in the Privacy Policy.

To deliver, operate, improve and commercialize the Services, CarEdge may collect, create, publish and commercialize User Content, Expert Content, Consultation Data, proprietary ratings, rankings, recommendations, price quotes, consumer-to-dealer interactions and related editorial, pricing or advisory outputs derived from consumer interactions, aggregated insights and third-party data sources, as further described in the Privacy Policy.

All Services are offered for informational, editorial, educational and commercial purposes. CarEdge is not a licensed automobile dealer, lender, insurer, broker, financial advisor or legal advisor unless expressly stated. CarEdge does not guarantee the availability, pricing, suitability, merchantability, financing terms or outcomes of any third-party products or services.

3. Eligibility and User Accounts

Certain portions of the Services may require you to create an account, purchase a subscription, enroll in CarEdge Pro, Concierge or other Paid Services, submit quote requests, interact with AI-enabled features or otherwise provide information. You agree to provide accurate, current and complete information and to maintain and promptly update such information as necessary.

You are solely responsible for maintaining the confidentiality of your account credentials and for all activities occurring under your account. You agree not to share, transfer, sell, sublicense or otherwise provide access to your account or credentials to any third party without our express written consent. You further agree not to impersonate any person or entity, misrepresent your identity, create false accounts, submit misleading information or otherwise use the Services fraudulently.

You may not use the Services, including AI-enabled features, pricing tools, negotiation tools, quote functionality or marketplace features, to manipulate pricing information, Dealer Transparency Index scores, rankings, recommendations or other Service outputs, interfere with the operation of the Services or otherwise circumvent the intended use of the Services.

CarEdge may suspend, restrict, terminate or otherwise deny access to any account or Service where we reasonably determine that a user has violated these Terms, engaged in fraudulent or unlawful conduct, misused proprietary assets, engaged in competitive misuse, created operational or legal risk or otherwise acted inconsistently with the intended purposes of the Services.

4. User Content and Community Submissions

The Services may permit users to submit, upload, post, publish or otherwise transmit reviews, comments, rankings, ratings, testimonials, survey responses, chat submissions, photographs, videos, suggestions, recommendations, requests, pricing submissions, negotiation information and other content or communications (collectively, “User Content”). By submitting User Content, you grant CarEdge a perpetual, irrevocable, worldwide, non-exclusive, transferable, sublicensable, royalty-free and fully paid license to use, reproduce, distribute, display, perform, publish, modify, adapt, translate, create derivative works from and otherwise exploit such User Content in any media now known or later developed for purposes related to operating, improving, marketing and supporting the Services, including analytics, pricing intelligence, rankings, dealer transparency products, AI-enabled features, marketplace functionality and related business operations.

For clarity, User Content includes prompts, communications, requests, pricing submissions, negotiation interactions, Concierge interactions, CoPilot or AI-enabled interactions and other information intentionally submitted through the Services, including responses or communications involving dealers, OEMs or participating partners.

CarEdge may incorporate User Content into proprietary reviews, ratings, rankings, recommendations, Dealer Transparency Index scores, pricing intelligence, marketplace insights and other products or services. Users may not submit, publish or distribute content that falsely implies endorsement, sponsorship, affiliation or approval by CarEdge, Zach and Ray Shefska or related parties. CarEdge has no obligation to maintain User Content in confidence unless otherwise required by law.

You represent and warrant that: (a) you own or otherwise control all rights necessary to grant the foregoing license; (b) your User Content is accurate and not misleading; (c) your User Content does not violate applicable law or infringe, misappropriate or otherwise violate the rights of any third party; and (d) your User Content is not defamatory, fraudulent, abusive or otherwise objectionable.

CarEdge reserves the right, but not the obligation, to monitor, review, edit, remove, reject or restrict User Content where necessary to protect the Services, users, partners, proprietary assets or business operations, or where such content violates these Terms, harms our brand or creates legal, operational or security risk.

5. Intellectual Property Rights and Proprietary Restrictions

All content, software, systems, methodologies, rankings, ratings, Dealer Transparency Index scores, pricing intelligence, recommendations, data, dashboards, technologies, conversational interfaces, AI-enabled systems, negotiation systems, quote functionality, marketplace services, CarEdge Pro, Concierge features, visual designs, graphics, logos, trademarks, service marks, videos, articles and other materials made available through the Services (collectively, “Company Content”) are owned by or licensed to CarEdge and are protected by applicable intellectual property and other laws.

Company Content includes proprietary technologies, ranking frameworks, pricing methodologies, dealer transparency systems, AI-enabled tools, recommendation engines, negotiation systems, marketplace methodologies and proprietary datasets derived from operation of the Services. CarEdge’s name and logos, and Zach and Ray Shefska’s names, likenesses, voices, images, personas and related brand assets are protected and may not be used, copied, reproduced, modified, republished, distributed, simulated, cloned or otherwise exploited without prior written authorization.

Except as expressly authorized in writing by CarEdge, you may not copy, reproduce, republish, upload, post, transmit, distribute, scrape, crawl, mine, reverse engineer, decompile, disassemble, create derivative works from, commercially exploit, license, sell, lease, benchmark, train artificial intelligence systems on, use for competitive purposes, aggregate into databases or otherwise misuse any portion of the Services or Company Content.

You specifically agree not to use automated systems, including bots, crawlers, scripts, artificial intelligence systems, machine-learning systems or similar technologies to access, monitor, extract, copy, repurpose or create derivative datasets from pricing information, quote information, Dealer Transparency Index scores, rankings or other outputs generated through the Services.

6. Affiliate, Sponsored, Marketplace and Referral Relationships

CarEdge may maintain relationships with dealers, OEMs, lenders, insurers, warranty providers and other participating partners. Certain Services may facilitate referrals, pricing requests, quote activity, marketplace interactions or other Consumer-requested activities involving such third parties.

CarEdge may receive compensation or other consideration in connection with referrals, sponsored placements, marketplace activity or Consumer-requested services. Sponsored content or promotional relationships do not constitute endorsements or guarantees and do not alter Consumer responsibility for independently evaluating products, services or transaction opportunities.

Participation by dealers, OEMs or partners is voluntary, and CarEdge does not guarantee that any participating party will respond to, participate in or honor any pricing request, quote or transaction opportunity.

7. CarEdge Services and Transaction Assistance Disclaimer

CarEdge provides technology-enabled car-buying support services designed to help Consumers research, evaluate and purchase vehicles with greater transparency and confidence. Services may include CarEdge Pro, Concierge services, pricing and market insights, vehicle research tools, quote and quote functionality, pricing and market insights, dealer transparency products, AI-enabled features and related tools intended to assist Consumers throughout the vehicle-shopping process.

The Services are provided solely for informational, educational and transaction-support purposes and do not constitute legal, tax, financial, investment, insurance or other professional advice. Certain Services may incorporate AI-enabled features, conversational systems, recommendation engines or negotiation tools intended to assist Consumers. These features are designed to support Consumer decision-making and do not replace independent judgment. Consumers remain solely responsible for evaluating recommendations, pricing information and transaction decisions.

CarEdge may, at a Consumer’s request, facilitate out-the-door pricing requests, vehicle availability inquiries and related communications intended to assist Consumers in gathering information regarding potential vehicle purchases. CarEdge does not act as an automotive dealer, motor vehicle broker, purchasing agent, sales representative, legal representative, fiduciary or authorized agent of any Consumer, and CarEdge does not independently purchase, sell or transfer vehicles.

For clarity, CarEdge does not enter into final negotiations on behalf of Consumers, accept or reject offers on a Consumer’s behalf, place deposits, execute purchase agreements, sign contracts, bind Consumers to transactions or otherwise assume authority to make purchasing decisions for Consumers. Consumers retain sole authority and responsibility for reviewing, approving and completing any transaction.

CarEdge does not guarantee that any quote, pricing information, savings estimate, financing term, vehicle availability, dealer response, negotiation outcome or transaction result will be obtained or achieved, nor does CarEdge guarantee that any dealer, lender, OEM or participating partner will respond to, participate in or honor any request, offer or pricing indication. Pricing, incentives, payments, financing terms and transaction details may change based on inventory availability, taxes, fees, incentives, dealer practices, financing assumptions, trade values and other factors outside CarEdge’s control.

CarEdge does not independently verify all information or transaction terms provided by third parties and makes no representations or warranties regarding dealership conduct, vehicle condition, title status, accident history, recall status, financing terms, trade-in values, warranty coverage, insurance availability, transportation arrangements or the outcome of any transaction discussed, facilitated or referenced through the Services.

Consumers remain responsible for independently researching and verifying transaction details, obtaining inspections where appropriate, reviewing title and vehicle history information, evaluating financing and insurance options, reviewing transaction documents and making all final purchasing and transactional decisions. No use of CarEdge Services creates a fiduciary, agency, brokerage, partnership or representative relationship, or any duty to obtain the lowest price or most favorable terms available.

By using CarEdge Pro, Concierge, CoPilot or related Services, you authorize CarEdge to communicate with dealers, OEMs and participating partners regarding your requests, pricing inquiries and transaction preferences solely for purposes of facilitating the Services.

8. AI Features, Marketplace Functionality and Transparency Tools

CarEdge Services may include conversational AI, recommendation systems, negotiation tutorials and tools, mystery shopping technologies, marketplace functionality and other technologies designed to assist Consumers throughout the vehicle-shopping process. CarEdge does not guarantee the completeness, accuracy, availability or outcomes of any AI-generated output, recommendation, pricing estimate, quote, negotiation result or marketplace activity. Information generated through AI-enabled features may be incomplete, inaccurate or outdated and should be independently reviewed before making decisions.

The functionality of CarEdge Services, including CarEdge Pro, Concierge and CoPilot, may involve interactions among Consumers, dealers, OEMs, participating partners, AI-enabled systems and CarEdge personnel. CarEdge does not independently verify all pricing, inventory availability, financing terms, trade values, offers or communications provided by third parties and does not guarantee that any quote, offer or pricing information will remain available or be honored. Pricing, incentives, financing terms and other transaction-related information may change based on inventory availability, taxes, fees, dealer practices, incentives, financing assumptions, trade values and other factors outside CarEdge’s control.

Dealer Transparency Index (“DTI”) scores, ratings, rankings and related transparency tools reflect CarEdge’s proprietary quantitative methodologies and are intended solely as informational tools designed to promote transparency and assist Consumers. DTI scores and related outputs may be informed by Aggregated or De-identified information derived from Consumer interactions facilitated through CarEdge Services, Consumer Transaction Data, quote activity, pricing information, marketplace activity, mystery shopping activities, secret shopping interactions and other lawful sources. CarEdge does not undertake any obligation to validate, reconcile or resolve individual dealership pricing decisions, transaction outcomes or business practices prior to publication of DTI scores or related transparency outputs.

DTI scores and related transparency tools are generated using objective criteria and quantitative factors that CarEdge determines may be relevant to evaluating dealership pricing transparency and Consumer experiences, including factors such as competitiveness of out-the-door pricing, dealer add-ons, documentation fees, pricing consistency, responsiveness and similar marketplace indicators. CarEdge may modify, refine or update its methodologies, calculations or inputs over time to improve accuracy, transparency, usefulness or the operation of the Services.

DTI scores and related outputs do not constitute guarantees of dealership conduct, representations regarding any specific transaction, endorsements, certifications or predictions of future outcomes. Individual quotes, transactions or Consumer interactions may differ from broader patterns reflected in DTI scores and may not be representative of overall dealership practices or experiences.

CarEdge reserves the right, but not the obligation, to review, revise, update, suspend or remove DTI scores, rankings, ratings or related transparency information at any time.

9. CarEdge Services, Subscriptions and Paid Features

CarEdge may offer free and paid Services, including subscriptions, CarEdge Pro and Concierge services, AI-enabled shopping tools, pricing and market intelligence tools, enhanced dealership rankings, vehicle-shopping assistance and other premium features (collectively, “Paid Services”). Certain Services may require payment on a recurring, subscription, service-based or one-time basis.

By purchasing, enrolling in or using Paid Services, you consent to CarEdge’s use of your information for account administration, customer support, transactional communications, CRM management, personalization, service delivery, recommendations, product improvement and related business operations, as further described in the Privacy Policy. Paid Services may include evolving functionality, features and technologies, including AI-enabled tools, pricing insights, price discovery and transparency support, Concierge services, marketplace functionality and related technologies, which CarEdge may modify, improve or discontinue from time to time.

By purchasing any Paid Service, you agree to the pricing, billing, renewal, cancellation and refund terms presented at the time of purchase, including any applicable automatic renewal provisions. CarEdge may use third-party payment processors to facilitate billing and payment transactions. Your use of such payment processing services may also be subject to the applicable payment processor’s terms and privacy policies solely to the extent necessary to process your payment transactions.

Unless otherwise expressly disclosed at the time of purchase and where permitted by applicable law, subscriptions automatically renew until cancelled in accordance with the applicable terms. By enrolling in any automatically renewing subscription, you authorize CarEdge and its payment processors to charge your selected payment method for applicable recurring fees until cancellation. CarEdge reserves the right to modify pricing, features, benefits or access rights at any time.

Information made available through the Services, including pricing estimates, out-the-door pricing, savings estimates, rankings, Dealer Transparency Index scores, recommendations, market insights and marketplace information, is intended for informational and decision-support purposes only and may change without notice. Pricing, incentives, financing terms and transaction details may vary based on inventory availability, taxes, fees, dealer practices, incentives, financing assumptions, trade values, geographic considerations and other factors outside CarEdge’s control. CarEdge does not independently verify all third-party pricing, inventory or representations, and Consumers remain responsible for independently reviewing and confirming transaction details before completing any purchase or transaction.

Access to Paid Services is licensed solely for your personal, non-commercial use and may not be shared, sublicensed, redistributed, reproduced or otherwise commercially exploited. Unauthorized chargebacks, credential sharing, misuse of the Services or violations of these Terms may result in suspension or termination of access without refund where permitted by law.

10. Prohibited Conduct

You agree not to access or use the Services, Company Content or related systems in any unlawful, unauthorized or harmful manner, including but not limited to conduct that: (a) violates any applicable law, regulation or third-party right; (b) infringes, misappropriates or otherwise violates intellectual property, privacy, publicity or contractual rights; (c) uses scraping, crawling, spiders, bots, indexing, harvesting, data mining, automated extraction tools, artificial intelligence systems, machine learning models, large language models or similar technologies to access, monitor, copy, extract, ingest or repurpose any portion of the Services or Company Content without prior written authorization; (d) circumvents, disables, damages, interferes with or otherwise undermines security features, authentication measures, technological safeguards or operational functionality of the Services; (e) facilitates fraud, impersonation, deceptive conduct, false submissions, fake reviews, false endorsements, unauthorized account access or other unlawful or misleading behavior; (f) republishes, redistributes, licenses, sublicenses, sells, leases, syndicates or otherwise commercially exploits Company Content, User Content, reviews, rankings, methodologies, consultation frameworks, recommendations or proprietary consumer insights without express written consent; (g) copies, benchmarks, mirrors or creates derivative works, competing services, competing databases, competing editorial systems or commercial products based on CarEdge’s content, methodologies, rankings, reviews, recommendations, consultation systems or proprietary business operations; (h) uses the Services or Company Content for competitive intelligence, commercial monitoring, market analysis or training competitive products or services; (i) introduces malware, malicious code, harmful technologies or unauthorized system burdens; (j) attempts to gain unauthorized access to user accounts, proprietary systems, confidential information or restricted portions of the Services; (k) manipulates rankings, referral systems, affiliate systems, reviews, ratings, consultations, promotions or community features; (l) engages in unauthorized commercial solicitation, spam, phishing or promotional abuse through the Services; or (m) otherwise harms, exploits or creates legal, operational, commercial or reputational risk for CarEdge, its users, partners or business interests.

You may not use CarEdge’s or Zach and Ray Shefska’s name, image, likeness, voice, persona or brand to create synthetic media, deepfakes, endorsements, derivative content, AI-generated works or misleading commercial associations. No third party may imply endorsement, sponsorship or approval by Zach and Ray Shefska or CarEdge without express written authorization.

You may not purchase search ads, bid on trademarks, create misleading redirects, impersonate endorsements, use deceptive promotional practices or otherwise exploit CarEdge’s or Zach and Ray Shefska’s name, brand, likeness or Services to divert, manipulate or commercially exploit traffic.

You further agree that you may not extract, replicate, aggregate, reproduce, benchmark, republish, commercially exploit, reverse engineer, train artificial intelligence systems on, create derivative datasets from or otherwise misuse CarEdge’s reviews, rankings, ratings, methodologies, recommendation engines, editorial systems, consultation systems, User Content, Expert Content, user communities, referral systems, proprietary consumer insights or any related commercial assets for any unauthorized purpose, including competitive, commercial, research or technological development purposes.

You may not intentionally submit false, manipulated or misleading information designed to distort dealer ratings, rankings, pricing insights, recommendation engines or AI-enabled systems.

You may not use the Services to manipulate marketplace outcomes, negotiation systems or Dealer Transparency Index scores.

11. Enforcement, Monitoring and Liquidated Remedies

For clarity, unauthorized scraping, automated extraction, artificial intelligence or machine learning ingestion, derivative dataset creation, synthetic media generation, voice or likeness replication, competitive misuse, republication, commercial exploitation or other unauthorized use of CarEdge Services, Company Content, proprietary methodologies, AI systems, pricing information, editorial materials, business assets or the name, image, voice, likeness or brand identity of CarEdge or Zach and Ray Shefska is prohibited and may result in liquidated damages, where permitted by law, including:

• ● $5,000 for each initial unauthorized violation;
• ● $500 per day for ongoing unauthorized access, scraping, misuse or infringing activity;
• ● $50 per unauthorized request, extraction, copied content unit, synthetic generation event or similar unauthorized use;
• ● $1,000 per instance of false identity, impersonation or misrepresentation used to obtain access to Services, proprietary information or protected content;
• ● $1,000 per violation involving content manipulation, spam, harassment, software designed to facilitate violations or attempts to manipulate CarEdge systems or outputs;
• ● $250 per violation involving nuisance activity directed at dealers, OEMs or participating partners;
• ● $10 per request exceeding CarEdge’s then-current permitted usage thresholds;
• ● $10,000 per instance of unauthorized commercial republication, competitive use, AI training, voice cloning, likeness replication, deepfake creation or derivative commercial exploitation; and
• ● all reasonable attorneys’ fees, investigative costs, reputational remediation costs and equitable remedies incurred by CarEdge.

With respect to CarEdge artificial intelligence products and tools, prohibited conduct also includes collecting, harvesting, aggregating, syndicating, displaying, framing, reproducing or creating derivative works from pricing information, quotes, out-the-door pricing, payments, lease information or similar outputs generated by such tools. Such conduct is subject to liquidated damages of $5,000 for the first violation and $25 for each subsequent violation, in addition to any other remedies available under these Terms.

These amounts represent a reasonable estimate of commercial harm, reputational injury, brand dilution, operational burden and competitive damage where actual damages may be difficult to determine precisely. These remedies are cumulative and do not limit any other contractual, statutory or equitable rights or remedies available to CarEdge.

CarEdge reserves the right, but not the obligation, to monitor use of the Services for compliance with these Terms, investigate suspected misconduct, preserve evidence, cooperate with law enforcement and enforce its rights through suspension, termination, legal proceedings or other available remedies.

12. Disclaimer of Warranties

THE SERVICES, COMPANY CONTENT AND ALL RELATED PRODUCTS OR SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CAREDGE DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, ACCURACY, COMPLETENESS, RELIABILITY, SECURITY AND AVAILABILITY.

CAREDGE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE OR FREE OF HARMFUL COMPONENTS, OR THAT ANY RECOMMENDATIONS, QUOTES, OUT-THE-DOOR PRICING INFORMATION, SAVINGS ESTIMATES, NEGOTIATION ASSISTANCE, MARKET INSIGHTS, DEALER TRANSPARENCY INDEX SCORES, RATINGS, RANKINGS, MARKETPLACE ACTIVITY OR THIRD-PARTY OFFERS WILL MEET YOUR EXPECTATIONS OR RESULT IN ANY PARTICULAR OUTCOME.

CAREDGE DOES NOT WARRANT THE ACCURACY, COMPLETENESS OR AVAILABILITY OF INFORMATION PROVIDED BY DEALERS, LENDERS, OEMS, PARTICIPATING PARTNERS OR OTHER THIRD PARTIES, INCLUDING PRICING INFORMATION, VEHICLE AVAILABILITY, INCENTIVES, TRADE VALUES, FINANCING TERMS, DEALER FEES OR OTHER TRANSACTION INFORMATION.

CAREDGE DOES NOT ACT AS AN AUTOMOTIVE DEALER, MOTOR VEHICLE BROKER, PURCHASING AGENT OR AUTHORIZED REPRESENTATIVE OF ANY CONSUMER, AND DOES NOT GUARANTEE THAT ANY TRANSACTION WILL OCCUR, THAT ANY DEALER WILL PARTICIPATE OR THAT ANY DEALER WILL HONOR A PRICE, OFFER OR QUOTED TERM.

DEALER TRANSPARENCY INDEX SCORES, RATINGS, RANKINGS AND RELATED TRANSPARENCY PRODUCTS REFLECT CAREDGE’S PROPRIETARY QUANTITATIVE METHODOLOGIES USING AGGREGATED OR DE-IDENTIFIED INFORMATION DERIVED FROM CONSUMER INTERACTIONS, CONSUMER TRANSACTION DATA, MYSTERY SHOPPING ACTIVITIES AND OTHER LAWFUL SOURCES. SUCH SCORES AND OUTPUTS ARE INTENDED AS INFORMATIONAL TOOLS ONLY AND DO NOT CONSTITUTE GUARANTEES OF DEALERSHIP CONDUCT, REPRESENTATIONS REGARDING ANY SPECIFIC TRANSACTION OR PREDICTIONS OF FUTURE OUTCOMES.

13. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CAREDGE AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, PARTNERS, LICENSORS AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITY, VEHICLE VALUE, EXPECTED SAVINGS, TRANSACTION BENEFIT OR OTHER ECONOMIC LOSS ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SERVICES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF CAREDGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

WITHOUT LIMITING THE FOREGOING, CAREDGE SHALL NOT BE LIABLE FOR DAMAGES OR LOSSES ARISING FROM OR RELATED TO:

(A) VEHICLE PURCHASES, SALES, LEASES, FINANCING TRANSACTIONS OR RELATED TRANSACTION ACTIVITIES;

(B) DEALER CONDUCT, DEALER FEES, PRICING CHANGES, DEALER ADD-ONS, INCENTIVES, TRADE VALUES OR QUOTED TERMS;

(C) PRICING OUTCOMES, QUOTE RESPONSES, DEALER PARTICIPATION OR FAILURE OF ANY PARTY TO HONOR A QUOTE, OFFER OR PRICING INDICATION;

(D) AI-GENERATED CONTENT, RECOMMENDATIONS, MARKET INSIGHTS, PRICING ESTIMATES, NEGOTIATION ASSISTANCE OR OTHER OUTPUTS GENERATED THROUGH CAREDGE SERVICES;

(E) DEALER TRANSPARENCY INDEX SCORES, RATINGS, RANKINGS OR RELATED TRANSPARENCY PRODUCTS, INCLUDING ANY ALLEGED REPUTATIONAL HARM, BUSINESS LOSS, LOSS OF GOODWILL, CUSTOMER LOSS OR OTHER CLAIMED DAMAGES ARISING FROM THE PUBLICATION, DISPLAY OR USE OF SUCH INFORMATION, WHERE SUCH SCORES, RANKINGS OR OUTPUTS ARE GENERATED THROUGH CAREDGE’S PROPRIETARY QUANTITATIVE METHODOLOGIES AND DERIVED FROM AGGREGATED OR DE-IDENTIFIED INFORMATION, CONSUMER INTERACTIONS, CONSUMER TRANSACTION DATA, QUOTE ACTIVITY, MYSTERY SHOPPING ACTIVITIES, SECRET SHOPPING INTERACTIONS OR OTHER LAWFUL SOURCES;

(F) MYSTERY SHOPPING ACTIVITIES OR INFORMATION DERIVED FROM CONSUMER INTERACTIONS;

(G) THIRD-PARTY PRODUCTS, SERVICES, COMMUNICATIONS, REPRESENTATIONS OR OMISSIONS; OR

(H) PRICING, INVENTORY, VEHICLE CONDITION, TITLE STATUS, FINANCING TERMS, INSURANCE PRODUCTS, VEHICLE HISTORY OR OTHER INFORMATION PROVIDED BY DEALERS, OEMS, LENDERS OR OTHER PARTICIPATING PARTIES.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF CAREDGE AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, PARTNERS, LICENSORS AND SERVICE PROVIDERS ARISING OUT OF OR RELATING TO THE SERVICES, THESE TERMS, THE PRIVACY POLICY OR YOUR USE OF OR INABILITY TO USE THE SERVICES SHALL NOT EXCEED THE GREATER OF:

(A) ONE HUNDRED U.S. DOLLARS (US $100); OR

(B) UNLESS OTHERWISE EXPRESSLY PROVIDED IN A SEPARATE WRITTEN AGREEMENT BETWEEN YOU AND CAREDGE, THE TOTAL AMOUNT PAID BY YOU TO CAREDGE FOR THE APPLICABLE SERVICES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE EXISTENCE OF MULTIPLE CLAIMS, CAUSES OF ACTION OR ALLEGED DAMAGES SHALL NOT EXPAND OR INCREASE THIS LIMITATION OF LIABILITY. THESE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND CAREDGE AND APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

14. Indemnification

You agree to defend, indemnify and hold harmless CarEdge, its affiliates, officers, directors, employees, contractors, partners, licensors and service providers from and against any and all claims, demands, actions, damages, losses, liabilities, costs, expenses and reasonable attorneys’ fees arising out of or relating to:

• (a) your access to or use of the Services;
• (b) your violation of these Terms, the Privacy Policy or any applicable law, rule or regulation;
• (c) your User Content, prompts, submissions, communications, quote requests, pricing submissions or other information provided through the Services;
• (d) your violation, misappropriation or infringement of the rights of any person or entity, including intellectual property, contractual, privacy, publicity or other rights;
• (e) your misrepresentation of identity, affiliation, purchasing intent or authority in connection with your use of the Services;
• (g) your use or misuse of AI-enabled features, negotiation tools, marketplace functionality, quote tools or related Service features;
• (h) your use of the Services to manipulate pricing information, Dealer Transparency Index scores, marketplace activity or other Service outputs;
• (i) claims arising from vehicle purchases, sales, leases, financing arrangements or other transactions in which you participate;
• (j) your use of automated systems, scraping tools, artificial intelligence systems or similar technologies to access, collect, republish or create derivative works from Company Content or Service outputs; or
• (k) claims, investigations or regulatory actions arising from your conduct, communications or use of the Services.

For clarity, this indemnification obligation includes claims asserted by dealers, OEMs, lenders, participating partners, Consumers, governmental authorities or other third parties arising from your use of the Services.

CarEdge reserves the right, at its sole option and expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you agree to cooperate with CarEdge in asserting available defenses.

15. Privacy and Communications

Your use of the Services is subject to CarEdge Privacy Policy, which describes in detail how CarEdge collects, uses, stores, discloses, commercializes, publishes, transfers and protects Personal Information, User Content, Consultation Data, Interaction Data and related information. By providing your contact information, you consent to receive communications from CarEdge, including transactional, promotional, affiliate, marketing and SMS communications, subject to applicable consent and opt-out rights. By providing your mobile phone number, you expressly consent to receive recurring automated, transactional, promotional, affiliate, consultation-related or marketing SMS and text messages from CarEdge, subject to your consent rights, carrier charges and applicable law. Where applicable, Consumers expressly consent to receive communications from CarEdge and participating partners in connection with Consumer-requested pricing inquiries, Concierge services, marketplace requests and related Services, including calls and text communications where permitted by law.

16. Your Consent to Commercialization

By submitting information or using the Services, you acknowledge that CarEdge may use Consumer interactions, Consumer Transaction Data, User Content and related information to operate, improve and commercialize Services, including rankings, reviews, pricing intelligence, dealer ratings, Dealer Transparency Index scores, marketplace tools and related Consumer-facing products, in accordance with the Privacy Policy and applicable law.

17. Digital Millennium Copyright Act and Intellectual Property Claims

CarEdge respects the intellectual property rights of others and expects users, partners, affiliates and third parties to do the same. If you believe that any content made available through the Services infringes your copyright, trademark or other proprietary rights, you may submit a written notice requesting removal of the allegedly infringing material by providing CarEdge’s designated copyright agent with the following information: (a) a physical or electronic signature of the person authorized to act on behalf of the rights owner; (b) identification of the copyrighted work, trademark or other protected material claimed to have been infringed; (c) identification of the allegedly infringing material and information reasonably sufficient to permit CarEdge to locate such material; (d) your name, address, telephone number and email address; (e) a statement that you have a good faith belief that use of the material is not authorized by the rights owner, its agent or applicable law; and (f) a statement, made under penalty of perjury, that the information provided is accurate and that you are authorized to act on behalf of the rights owner. Upon receipt of a compliant notice, CarEdge reserves the right to investigate, remove or disable access to the challenged material, notify the allegedly infringing party and take other actions deemed appropriate under applicable law.

CarEdge may also permit users whose content has been removed pursuant to a copyright complaint to submit a lawful counter-notification in accordance with applicable law. CarEdge reserves the right, in its sole discretion, to terminate or restrict access for repeat infringers, reject incomplete or fraudulent notices, pursue claims for false or abusive submissions and enforce its own intellectual property, publicity and proprietary rights to the fullest extent permitted by law. DMCA or infringement notices should be submitted to CarEdge’s designated agent at [[email protected]]. CarEdge recommends that complainants consult legal counsel before submitting formal infringement claims.

18. Mandatory, Binding Arbitration and Class Action Waiver

Except as expressly provided below, you and CarEdge agree that any dispute, claim or controversy arising out of or relating to these Terms, the Privacy Policy, the Services, your use of the Services or any relationship between you and CarEdge, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory (collectively, “Disputes”), shall be resolved exclusively through final and binding arbitration and not in court.

This agreement to arbitrate shall be interpreted broadly and governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1–16, and shall survive termination of these Terms and your use of the Services. Arbitration shall be administered by the American Arbitration Association (“AAA”) in accordance with its applicable consumer arbitration rules then in effect, except as modified by these Terms. Judgment upon any arbitration award may be entered in any court having jurisdiction.

YOU AND CAREDGE AGREE THAT ARBITRATION SHALL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ACTION, COLLECTIVE ACTION, REPRESENTATIVE ACTION, MASS ACTION, COORDINATED ACTION, CONSOLIDATED ACTION OR PRIVATE ATTORNEY GENERAL ACTION. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND CAREDGE EXPRESSLY WAIVE ANY RIGHT TO PARTICIPATE AS A PLAINTIFF, CLASS MEMBER OR REPRESENTATIVE IN ANY CLASS, COLLECTIVE, REPRESENTATIVE OR MASS ACTION PROCEEDING.

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND CAREDGE FURTHER WAIVE ANY RIGHT TO A JURY TRIAL WITH RESPECT TO ANY DISPUTE SUBJECT TO ARBITRATION.

If twenty-five (25) or more substantially similar arbitration demands are filed against CarEdge by the same or coordinated counsel, the parties agree that such matters may be administered in staged proceedings or coordinated procedures permitted by the arbitration provider.

Notwithstanding the foregoing, CarEdge may seek relief in any state or federal court of competent jurisdiction for claims involving:

• (a) enforcement of these Terms;
• (b) violations of intellectual property rights or proprietary rights;
• (c) unauthorized scraping, automated extraction, AI or machine-learning ingestion, competitive misuse, derivative dataset creation or misuse of Company Content;
• (d) violations involving artificial intelligence systems, Dealer Transparency Index scores, marketplace manipulation, fraud, impersonation, circumvention of security measures or misuse of the Services;
• (e) confidentiality violations or misuse of proprietary information;
• (f) requests for temporary, preliminary or permanent injunctive relief; or
• (g) any claim where equitable relief is necessary to prevent immediate or irreparable harm.

For any action brought by CarEdge pursuant to the foregoing paragraph and subsequent sub-sections (a) through (g), CarEdge expressly retains all rights to pursue litigation in court, including trial by jury where otherwise available, and nothing in these Terms shall be construed as limiting CarEdge’s ability to seek damages, injunctive relief, equitable relief, temporary restraining orders or other remedies available at law or in equity.

If any portion of this arbitration provision or class action waiver is found unenforceable as to a particular claim or remedy, the unenforceable provision shall be severed and the remaining provisions shall remain in full force and effect. If the class action waiver is found unenforceable, then the arbitration requirement shall be deemed null and void solely with respect to that claim.

19. Governing Law

These Terms and any Dispute arising out of or relating to these Terms, the Privacy Policy or the Services shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles, except to the extent superseded by the Federal Arbitration Act.

Subject to the arbitration provisions set forth herein, any claim, action or proceeding not required to be resolved through arbitration, including actions brought by CarEdge to enforce these Terms, protect intellectual property or proprietary rights, address misuse of the Services or seek injunctive or equitable relief, shall be brought exclusively in the state or federal courts located in Delaware, and you consent to the personal jurisdiction and venue of such courts and waive any objection based on inconvenient forum or similar grounds.

20. Miscellaneous