The terms you're agreeing to.

Carloop provides software and related services that (a) collect vehicle inventory data and images from your website or another source you provide or authorize, (b) generate marketing assets from them, principally short-form videos, together with enhanced images and captions, (c) publish those assets to social media accounts you own and connect (such as Facebook Pages, Instagram, TikTok, and YouTube accounts, each a "Platform") on a plan and schedule you choose, (d) make those assets available to you for download, and (e) provide related reporting and sharing tools. Where separately agreed in writing, Carloop may also host and syndicate inventory data feeds to Platforms you designate, or assist in configuring advertising campaigns within your own Platform accounts. We may add, modify, or discontinue features at any time.

All advertising accounts, Platform accounts, and advertising budgets are yours and remain yours at all times. You are the advertiser of record. You decide whether to spend, how much to spend, where to spend, and for how long. Carloop does not hold, manage, disburse, or owe you any advertising funds, and no amount you pay Carloop is ever applied toward advertising spend. Amounts you pay to any Platform are governed solely by your agreement with that Platform.

You will provide Carloop with access to your Platform and social media accounts (for example, through partner or business-manager access, or by connecting a Page or profile) solely so we can perform the Services. You may revoke access at any time, understanding that the affected Services cannot be performed without it.

Posting on your behalf. You approve the posting schedule, the template, and the disclosure text once at setup, and you may pause or change them at any time. We post only Generated Assets made from your Dealer Content. We do not run your page, answer comments or messages, or post anything you have not approved in that way. Content published to your accounts is published under your name and is your advertising.

"Dealer Content" means all data, text, images, video, logos, trademarks, pricing, vehicle descriptions, and other materials you provide to Carloop or authorize Carloop to collect from your website, inventory system, listing providers, or Platform accounts.

Generated Assets may include music, fonts, and design elements licensed by Carloop for use within those assets. You may use them as part of the Generated Assets on your own channels, but you may not extract, separately distribute, or reuse those elements outside the Generated Assets.

You retain all ownership of Dealer Content. You grant Carloop a worldwide, non-exclusive, royalty-free license to host, store, reproduce, modify, adapt, create derivative works of, publish, distribute, and display Dealer Content for the purpose of providing the Services, including generating marketing assets, publishing them to Platforms you connect, and, where separately agreed, hosting and distributing your inventory feeds. This license continues for as long as your account is active plus a reasonable wind-down period, except that content already distributed (e.g., ads served, feeds cached by third parties) may persist outside our control.

You represent and warrant that: (a) you own or have all rights necessary in the Dealer Content, including your vehicle photos and listing data, and that no agreement with any website provider, listing marketplace, or other third party prohibits our collection or use of it as described here; (b) all pricing, availability, mileage, condition, and other vehicle information you provide or make available is accurate and lawful; and (c) Dealer Content does not infringe any third party's rights or violate any law. You are solely responsible for the accuracy of your inventory data. Ads and assets are generated from that data automatically; if the data is wrong (including a wrong price), the resulting ad will be wrong, and that is your responsibility.

Marketing assets generated by the Services from your Dealer Content ("Generated Assets") may be used by you for your business marketing purposes while your subscription is active, and you may continue using previously downloaded Generated Assets after termination. Carloop retains all rights in its underlying technology, templates, designs, layouts, formats, software, models, and know-how; no rights in these are transferred. You may not resell Generated Assets or provide the Services to third parties (including other dealerships) without our written agreement.

You are solely responsible for ensuring that your advertising complies with all laws applicable to you, including vehicle advertising regulations, pricing and fee disclosure rules, consumer-credit and financing advertisement requirements (e.g., APR and payment disclosures), consumer-protection laws, and Platform advertising policies. Carloop provides production tooling, not legal review. Any disclosure text included in templates is provided as a convenience and is not legal advice; you are responsible for reviewing and approving the disclosure content applicable to your jurisdiction. Your approval of the template, schedule, and disclosure text at setup is your approval of the assets published under them, and you may pause posting at any time. If you download and publish an asset yourself, you are responsible for reviewing it first.

The Services depend on Platforms and other third-party services (including website and inventory providers). We do not control Platforms. Platforms may change or discontinue features (including catalog or vehicle-ad products), change pricing, reject or remove ads, suspend or terminate accounts, or change how ads are delivered and to whom, at any time and without notice. Carloop is not responsible for any act or omission of any Platform, including ad disapprovals, account restrictions or bans, delivery changes, or performance changes, and no such act or omission constitutes a breach of these Terms by Carloop. Your use of each Platform is governed by that Platform's own terms, and you agree to comply with them.

Advertising performance depends on factors outside our control, including your budget, your market, your inventory, your pricing, seasonality, and Platform algorithms. Carloop does not promise or guarantee any particular marketing or business outcome — including impressions, clicks, leads, cost-per-lead, search or AI-assistant visibility, or vehicle sales. Any statistics, case studies, or performance figures we publish are illustrative of specific situations and are not a promise of your results.

Fees are as published at carloophq.com or as otherwise agreed in writing, are charged in advance on a recurring monthly basis, and are non-refundable except as expressly stated in these Terms. You authorize us and our payment processor to charge your payment method on file on each renewal.

Each plan includes a set number of videos per billing month, as published at carloophq.com. Unused videos do not roll over to the next month. Some plans are priced in part by the number of vehicles in your connected inventory. If your inventory exceeds your plan's limit, we will notify you and your plan will adjust to the applicable tier starting with the next billing cycle. We may change prices with at least thirty (30) days' notice, effective at your next renewal. You are responsible for all applicable taxes other than taxes on our income.

If you purchase a paid subscription and we have not delivered your first Generated Assets within forty-eight (48) hours of the later of (a) your initial payment and (b) the date you have provided all required access and materials (including a working inventory source, your logo and brand details, and any approvals we request at setup), then, as your sole and exclusive remedy, we will refund your first monthly payment upon written request to contact@carloophq.com made within thirty (30) days of that payment. The guarantee does not apply where the delay results from your acts or omissions, your website or inventory provider, a Platform's review, restriction, or outage, or causes outside our reasonable control. "Delivered" means the assets have been made available to you for download or scheduled to your connected accounts; it does not mean any particular views, engagement, or results.

You may cancel at any time, effective at the end of the current billing period; no partial-month refunds are given. Scheduled posts stop at the end of the billing period and we disconnect from your accounts; anything already published stays on your accounts under your control. We may suspend or terminate the Services (i) for non-payment, (ii) for breach of these Terms, (iii) if required by a Platform, law, or legal process, or (iv) for convenience upon thirty (30) days' notice (in which case we will refund any prepaid fees for the unused period). Upon termination we may delete Dealer Content and Generated Assets from our systems after a reasonable period; export anything you want to keep before canceling.

You agree that Carloop may collect and use data about the configuration, delivery, and performance of campaigns and assets associated with your account to operate, benchmark, and improve the Services, including improving templates and creative-selection logic across our customer base, provided that any data used outside your account is aggregated or de-identified so that it does not identify you or any individual. We may publish aggregated industry statistics. We will not publicly name you or use your logo in customer lists or case studies without your consent.

You will not:

• —use the Services for any unlawful, deceptive, or infringing advertising
• —provide content you lack rights to
• —attempt to probe, disrupt, reverse engineer, or scrape the Services (except retrieval of your own feeds)
• —resell or white-label the Services without written agreement
• —use the Services to advertise anything other than your own dealership business
• —or misuse sharing links (including spam)

We may remove content or suspend features to protect the Services, our other customers, or Platform relationships.

Each party will protect the other's non-public business information with reasonable care and use it only as needed to perform under these Terms. This does not restrict Carloop's rights under Section 11.

THE SERVICES, ALL GENERATED ASSETS, AND ALL FEEDS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, CARLOOP DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OR ERROR-FREE OPERATION. WITHOUT LIMITING THE FOREGOING, CARLOOP DOES NOT WARRANT THAT ANY POST OR AD WILL BE ACCEPTED, PUBLISHED, OR DELIVERED BY ANY PLATFORM, OR THAT ANY FEED WILL BE INGESTED BY ANY THIRD PARTY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) CARLOOP WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOST GOODWILL, WASTED ADVERTISING SPEND, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY; AND (b) CARLOOP'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE AMOUNTS YOU PAID TO CARLOOP IN THE THREE (3) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITS APPLY REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. Nothing in these Terms limits liability that cannot be limited by law.

You will defend, indemnify, and hold harmless q2o, Inc. and its officers, directors, employees, and agents from and against any third-party claim, demand, or proceeding (including reasonable attorneys' fees) arising out of or relating to: (a) Dealer Content, including any claim that it infringes rights or is inaccurate or unlawful (including pricing errors); (b) your advertising, including consumer-protection, financing-disclosure, or Platform-policy claims; (c) your breach of these Terms or of any Platform terms; or (d) your violation of law. We will promptly notify you of any such claim and may participate with our own counsel at our expense.

Please read this section carefully — it affects your rights.

Any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be resolved by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The seat of arbitration is Wilmington, Delaware; one arbitrator; proceedings may be conducted remotely for convenience. Judgment on the award may be entered in any court of competent jurisdiction. Either party may (i) bring an individual claim in small-claims court, or (ii) seek injunctive or equitable relief in court for infringement or misuse of intellectual property or confidential information.

Both parties waive any right to a jury trial and any right to participate in a class, collective, consolidated, or representative action. Claims must be brought within one (1) year after they accrue, to the extent permitted by law.

These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

These Terms, together with any order form, the Privacy Policy, and (where applicable) the Data Processing Addendum, are the entire agreement and supersede prior discussions. We may update these Terms by posting a revised version and, for material changes, giving notice (email or in-product) at least fourteen (14) days before they take effect; continued use after the effective date is acceptance. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets. If a provision is unenforceable, it will be modified to the minimum extent necessary and the rest remains in effect. No waiver is implied by any failure to enforce. Neither party is liable for delay or failure caused by events beyond its reasonable control. Carloop is a service of q2o, Inc., a Delaware corporation, 2035 Sunset Lake Road, Suite B-2, Newark, DE 19702. Notices to us under these Terms should be sent to contact@carloophq.com. Notices to you: the email on your account.