Terms of Service

01Acceptance of these Terms

These Terms of Service (the “Terms”) form a binding agreement between VinSphere LLC, a New Hampshire limited liability company (“VinSphere,” “we,” “us,” or “our”), and the entity or person that accesses or uses the Services (“you,” “your,” or “Customer”).

By accessing or using the Services, clicking to accept these Terms, or executing an Order Form that references them, you agree to be bound by them. If you are agreeing on behalf of a company or other organization, you represent that you have authority to bind that organization, and “you” refers to that organization.

If you do not agree to these Terms, do not access or use the Services.

Where a signed master services agreement, subscription agreement, or Order Form between you and VinSphere conflicts with these Terms, that negotiated agreement controls to the extent of the conflict.

02Definitions

• “Services” means the VinSphere platform and any of its products or modules that we make available to you, including VinFlow, VinJacket, and VinLockbox, together with related websites, APIs, mobile interfaces, notifications, and support.
• “Authorized User” means an individual you permit to use the Services under your account — typically an employee or contractor of your dealership.
• “Customer Data” means data, records, documents, images, and other content that you or your Authorized Users submit to the Services, or that the Services ingest on your behalf from your systems and third-party integrations.
• “Order Form” means an ordering document, quote, or online subscription selection describing the Services you have purchased, their scope, and the applicable fees.
• “Third-Party Service” means a product or data source not operated by VinSphere that the Services connect to at your direction — for example a dealer management system, auction platform, valuation provider, or market-data vendor.

03The Services

VinSphere provides software for automotive dealerships covering inventory and appraisal workflows, deal-jacket compliance and document handling, and secure document storage. Subject to these Terms and your payment of applicable fees, we grant you a non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use the Services for your internal business purposes.

We may update, improve, or modify the Services over time. We will not materially reduce the core functionality you have purchased during a paid subscription term without notice. Features identified as beta, preview, or early access are provided as-is, may change or be withdrawn, and are excluded from any service commitments.

Availability

We aim to keep the Services available continuously, but access may be interrupted for maintenance, updates, or causes outside our reasonable control. Unless a separate service level agreement applies to your subscription, the Services are provided without an uptime commitment.

04Accounts and Authorized Users

You are responsible for the accuracy of your account information, for configuring the Services appropriately for your business, and for all activity that occurs under your account and your Authorized Users’ credentials.

• Credentials are personal to each Authorized User and must not be shared.
• You must promptly deactivate Authorized Users who leave your organization or no longer require access.
• You must notify us promptly at sales@vinsphere.com if you suspect unauthorized access to your account.
• You are responsible for your Authorized Users’ compliance with these Terms.

Access to the Services is restricted to individuals who are at least 18 years old and acting in a business capacity.

05Customer Data

You own your Customer Data. These Terms transfer no ownership of Customer Data to VinSphere.

You grant us a limited license to host, copy, process, transmit, and display Customer Data solely as needed to provide, secure, support, and improve the Services for you, and as otherwise permitted in our Privacy Policy.

You represent that you have the rights and, where required, the consents necessary for the Customer Data you submit and for our processing of it under these Terms — including any personal information about your employees, customers, or other individuals.

We may generate aggregated, de-identified statistics from use of the Services that do not identify you, your Authorized Users, your customers, or any individual, and may use those statistics to operate and improve our products. We will not disclose such statistics in a form that identifies you.

06Acceptable Use

You agree not to, and not to permit anyone to:

• Use the Services in violation of applicable law, including consumer protection, privacy, telemarketing, fair lending, or motor vehicle regulations;
• Upload malicious code, or attempt to gain unauthorized access to the Services, other customers’ data, or our infrastructure;
• Reverse engineer, decompile, or attempt to derive the source code or underlying models of the Services, except to the extent that restriction is prohibited by law;
• Resell, sublicense, or provide the Services to a third party as a service bureau, or use them to build a competing product;
• Interfere with the integrity or performance of the Services, including through excessive automated requests outside documented API limits;
• Use the Services to send unsolicited marketing messages, or to contact any individual who has withdrawn consent to be contacted;
• Submit data you are not authorized to submit, or use Third-Party Service credentials you are not licensed to use.

We may suspend access without prior notice where we reasonably believe continued access poses a security risk, violates law, or threatens the integrity of the Services. We will restore access promptly once the issue is resolved.

07Third-Party Services and Data

The Services connect to Third-Party Services at your direction — for example to synchronize inventory from your dealer management system, retrieve vehicle valuations, or receive auction listings. Your use of a Third-Party Service is governed by your agreement with that provider, not by these Terms.

You are responsible for maintaining any licenses, subscriptions, and credentials required by those providers, and for ensuring your use of their data through the Services is permitted under your agreement with them. Valuation figures, market data, vehicle history, and similar third-party content are provided by their sources; we pass them through and do not warrant their accuracy, completeness, or fitness for a particular decision.

We are not responsible for a Third-Party Service’s availability, changes to its interfaces, or its acts or omissions.

08Text Messaging and Notifications

The Services can deliver operational notifications to Authorized Users by email and by SMS text message — for example, an alert that a vehicle at auction meets the bidding criteria your dealership configured.

Your responsibilities

• You may enroll a mobile number only if you have that individual’s permission to receive platform text messages at it, and only for numbers belonging to your Authorized Users.
• You must remove a recipient promptly when they no longer wish to receive messages or no longer work for your organization.
• You must not use the Services’ messaging features to send marketing, promotional, or solicitation messages of any kind.

Opting out

A recipient may stop messages at any time by replying STOP to any message, or by having SMS disabled for their number in the platform. Replying HELP returns support information. Message frequency varies with your dealership’s activity. Message and data rates may apply. Carriers are not liable for delayed or undelivered messages.

How we handle mobile numbers — including our commitment never to sell them or share them with third parties for marketing — is described in our Privacy Policy.

Notifications are a convenience, not a guarantee. Delivery depends on carriers, devices, and networks we do not control, and you should not rely on a notification as the sole trigger for a time-sensitive business decision.

09AI-Generated Output

The Services use automated and machine-learning techniques to extract data from documents, classify records, score opportunities, and produce recommendations (“Output”).

Output is decision support, not professional advice. It may contain errors or omissions. You are responsible for reviewing Output before relying on it, and you remain solely responsible for your pricing, purchasing, lending, disclosure, retention, and compliance decisions. Nothing in the Services constitutes legal, tax, accounting, appraisal, or regulatory advice, and use of the Services does not make VinSphere responsible for your regulatory compliance.

Where the Services assist with compliance workflows — such as assembling or checking deal documentation — those features support your own compliance program. They do not replace it, and they do not guarantee that any document, deal, or process satisfies applicable law.

10Fees and Payment

Fees, billing frequency, and subscription scope are set out in your Order Form. Unless it states otherwise: fees are quoted in U.S. dollars, invoices are due within 30 days of the invoice date, and fees are non-refundable except as expressly provided in these Terms or required by law.

Fees are exclusive of taxes. You are responsible for applicable sales, use, and similar taxes, other than taxes on our income. We may charge interest on undisputed amounts more than 30 days overdue at the lesser of 1.5% per month or the maximum rate permitted by law, and may suspend the Services for continued non-payment after written notice and a reasonable opportunity to cure.

We may adjust fees effective at the start of a renewal term by giving at least 30 days’ notice before that term begins.

11Term and Termination

These Terms apply from your first use of the Services until all subscriptions have expired or been terminated. Subscriptions run for the term stated in your Order Form and renew as described there.

Either party may terminate for material breach if the breach remains uncured 30 days after written notice. You may stop using the Services at any time; unless your Order Form provides otherwise, stopping use does not entitle you to a refund of prepaid fees.

What happens to your data

For 30 days after termination, you may request an export of your Customer Data, and we will provide it in a commercially reasonable machine-readable format. After that period we may delete Customer Data from active systems, with residual copies in routine backups removed on our normal backup cycle. We will retain data longer where law requires.

Sections 5, 12, 13, 14, 15, 16, 17, and 18 survive termination, along with any accrued payment obligations.

12Confidentiality

Each party may receive non-public information from the other that is designated confidential or that a reasonable person would understand to be confidential (“Confidential Information”). Customer Data is your Confidential Information; the non-public elements of the Services, including pricing, are ours.

The receiving party will use the same degree of care it uses for its own confidential information (and no less than reasonable care), will use Confidential Information only to perform under these Terms, and will disclose it only to personnel and contractors with a need to know who are bound by comparable obligations.

These obligations do not apply to information that is or becomes public through no fault of the receiving party, was rightfully known without restriction before disclosure, is rightfully received from a third party without restriction, or is independently developed. A party may disclose Confidential Information where legally compelled, giving the other party prompt notice where lawfully permitted.

13Intellectual Property

VinSphere and its licensors retain all right, title, and interest in the Services, including all software, models, interfaces, documentation, and the VinSphere, VinFlow, VinJacket, and VinLockbox names and marks. Except for the limited access rights granted in Section 3, no rights are granted to you by implication or otherwise.

If you send us suggestions or feedback, we may use them without restriction or obligation to you. Feedback is provided voluntarily and is not your Confidential Information.

14Disclaimer of Warranties

We warrant that we will provide the Services in a professional and workmanlike manner consistent with generally accepted industry standards.

Except for that express warranty, the services, including all output and all third-party data made available through them, are provided “as is” and “as available.” To the maximum extent permitted by law, VinSphere disclaims all other warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the services will be uninterrupted, error-free, or secure against every threat, or that output will be accurate or complete.

15Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost business, or loss or corruption of data, arising out of or relating to these Terms or the services, even if advised of the possibility of such damages.

Each party’s total aggregate liability arising out of or relating to these Terms will not exceed the total fees paid or payable by you to VinSphere for the services in the twelve months immediately preceding the event giving rise to the claim.

These limits do not apply to your payment obligations, to either party’s indemnification obligations under Section 16, to a party’s breach of Section 12, or to liability that cannot be limited under applicable law. The parties agree these limitations are a fundamental basis of the bargain and apply even if a limited remedy fails of its essential purpose.

16Indemnification

By VinSphere. We will defend you against any third-party claim alleging that the Services, as provided by us and used in accordance with these Terms, infringe that third party’s intellectual property rights, and will pay damages finally awarded or amounts we agree in settlement. This does not apply to claims arising from Customer Data, Third-Party Services, or use of the Services in combination with anything we did not supply.

By you. You will defend us against any third-party claim arising from Customer Data, from your or your Authorized Users’ violation of these Terms or applicable law, or from text messages sent through the Services to a recipient you enrolled without the required permission, and will pay damages finally awarded or amounts you agree in settlement.

Indemnification is conditioned on the indemnified party giving prompt written notice, granting sole control of the defense and settlement (provided no settlement imposes liability or admission on the indemnified party without its consent), and giving reasonable cooperation.

17Governing Law and Disputes

These Terms are governed by the laws of the State of New Hampshire, excluding its conflict-of-laws rules and the U.N. Convention on Contracts for the International Sale of Goods.

The parties will first attempt in good faith to resolve any dispute through discussion between representatives with authority to settle, beginning within 30 days of written notice of the dispute. If the dispute is not resolved within 60 days of that notice, either party may bring an action in the state or federal courts located in New Hampshire, and both parties consent to the exclusive jurisdiction and venue of those courts.

Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information without first completing the process above.

18General Provisions

• Entire agreement. These Terms, together with any Order Form and the Privacy Policy, are the entire agreement between the parties on this subject and supersede prior discussions on it.
• Assignment. Neither party may assign these Terms without the other’s written consent, except that either party may assign them in full to a successor in connection with a merger, reorganization, or sale of substantially all assets, on written notice.
• Severability and waiver. If a provision is held unenforceable, it will be modified to the minimum extent necessary and the remainder will stay in effect. A failure to enforce a provision is not a waiver of it.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, excluding payment obligations.
• Independent contractors. The parties are independent contractors. These Terms create no partnership, franchise, joint venture, agency, or employment relationship.
• Notices. Legal notices to VinSphere may be sent to sales@vinsphere.com. We may give notice to you through the Services or to the email address on your account.
• No third-party beneficiaries. These Terms create no rights in any person other than the parties.

19Changes to these Terms

We may update these Terms from time to time. When we do, we will revise the “Last updated” date above. If a change is material, we will give reasonable advance notice — by email to your account contact, through the Services, or both — before it takes effect.

Material changes take effect at the start of your next renewal term, or 30 days after notice for subscriptions without a defined renewal term. Continuing to use the Services after a change takes effect means you accept the updated Terms.

20Contact

For any question about these Terms — including legal notices, privacy and data requests, and security reports — contact sales@vinsphere.com.

VinSphere LLC, New Hampshire, United States.