Terms of Service and Master Services Agreement

These Terms of Service and Master Services Agreement, collectively the “Agreement,” govern access to and use of the Lkota software platform, website, mobile applications, APIs, vehicle-management tools, document-generation tools, vehicle information services, and related services provided by Lkota LLC, located at Level 17, 444 West Lake Street, Suite 1700, Chicago, Illinois 60606 (“Lkota,” “we,” “us,” or “our”).

This Agreement is entered into between Lkota and the business entity accepting this Agreement (“Customer”). Individuals accessing the Services through a Customer account are “Authorized Users.”

1. Acceptance and authority

By creating an account, clicking an acceptance box, signing an order form, using the Services, or permitting an Authorized User to use the Services, Customer agrees to this Agreement, the Privacy Policy, Acceptable Use Policy, VIN Report and NMVTIS Disclaimer, Data Retention and Deletion Policy, Electronic Signature and Records Consent, and any applicable order form.

The individual accepting this Agreement represents that the individual:

• is at least 18 years old;
• is authorized to bind Customer;
• is accepting this Agreement for business and commercial purposes; and
• has reviewed the incorporated policies.

Customer is responsible for ensuring that all Authorized Users comply with this Agreement.

2. Services

Lkota provides software tools that may assist Customer with:

• entering and decoding Vehicle Identification Numbers;
• obtaining vehicle specifications and history information;
• reviewing title, odometer, theft, lien, auction, recall, valuation, emissions, salvage, or similar records;
• collecting vehicle photographs, videos, seller identification, ownership documents, and transaction information;
• generating transaction documents;
• obtaining electronic signatures;
• managing vehicle acquisition workflows;
• recording approvals, warnings, and audit events; and
• performing other vehicle-management functions made available by Lkota.

The specific Services available to Customer may depend on Customer’s subscription, order form, geographic location, user permissions, third-party availability, and applicable law.

3. Third-party vehicle data

Certain vehicle information is obtained from third-party providers, including ClearVin LLC, NMVTIS-related sources, motor-vehicle agencies, lien-information providers, auction sources, insurance-related sources, recall databases, and other commercial or governmental sources.

Third-party vehicle data is not created or independently verified by Lkota. Such data may be delayed, unavailable, incomplete, inconsistent, or inaccurate.

An NMVTIS report is intentionally limited to specified vehicle-history indicators and does not necessarily contain every vehicle record, repair, damage event, lien, theft event, or other fact relating to a vehicle.

4. Limited right to use the Services

Subject to Customer’s compliance with this Agreement and payment of applicable fees, Lkota grants Customer a limited, nonexclusive, nontransferable, nonsublicensable, revocable right to allow its Authorized Users to access the Services for Customer’s internal business operations.

This right does not transfer ownership of:

• the Lkota platform;
• Lkota software;
• ClearVin products or databases;
• third-party vehicle data;
• reports;
• proprietary interfaces;
• trademarks;
• documentation; or
• intellectual property.

Customer receives only the limited right to access and use the Services as expressly permitted by this Agreement.

5. Permitted vehicle-data use

Customer may use vehicle information only:

• for a lawful business purpose;
• in connection with evaluating an individual used car or truck being considered for purchase, acquisition, towing, recycling, dismantling, resale, or another legally permitted vehicle transaction;
• through the Lkota platform;
• on a vehicle-by-vehicle basis;
• through authorized employees or contractors with a legitimate need to know; and
• in compliance with applicable title, lien, theft, privacy, motor-vehicle, salvage, consumer-protection, and recordkeeping laws.

Customer may not treat access to the Services as ownership of any underlying database or vehicle information.

6. ClearVin licensed materials

Certain portions of the Services incorporate products, databases, reports, values, or information licensed from ClearVin LLC and its licensors, collectively “ClearVin Licensed Materials.”

Customer acknowledges and agrees that:

• ClearVin Licensed Materials may be used only as an integrated component of the Lkota Services.
• Customer may not market, sell, sublicense, license, distribute, or use ClearVin Licensed Materials separately from the Lkota Services.
• Customer may not disassemble, decompile, reverse engineer, modify, translate, derive source code from, or otherwise attempt to discover the operation of ClearVin Licensed Materials.
• Customer may not use ClearVin Licensed Materials to create a separate valuation database, vehicle-history database, VIN database, registration database, title database, population database, statistical database, or competing service.
• Vehicles must be evaluated individually as needed in Customer’s authorized business workflow.
• Customer may not bulk-download, scrape, crawl, harvest, reproduce, republish, or transmit ClearVin Licensed Materials except as expressly permitted through the normal functions of the Lkota Services.
• Customer may not remove, conceal, or alter copyright, trademark, source-attribution, confidentiality, or proprietary-rights notices.
• ClearVin, its licensors, and the applicable data owners retain all ownership, copyright, trade-secret, database, trademark, and other proprietary rights.
• No ownership interest or independent license in ClearVin Licensed Materials is transferred to Customer.

These restrictions survive termination of Customer’s account.

7. ClearVin trademarks

Customer may not use the ClearVin name, logo, trademarks, or branding in advertisements, reports, websites, presentations, or customer communications without prior written approval from Lkota and ClearVin, as applicable.

Customer may not represent that it is:

• ClearVin;
• an agent of ClearVin;
• a partner of ClearVin;
• endorsed by ClearVin; or
• authorized to resell ClearVin products independently.

8. Required independent verification

The Services are decision-support tools only.

Before purchasing, paying for, towing, possessing, transferring, dismantling, recycling, exporting, selling, or disposing of a vehicle, Customer must independently verify, as applicable:

• the physical VIN;
• the VIN on the title and supporting documents;
• seller identity;
• seller ownership or authority;
• title validity;
• title brands;
• open liens;
• lien releases;
• theft status;
• odometer information;
• transfer eligibility;
• required government filings; and
• compliance with applicable law.

Verification may require contacting the relevant secretary of state, department of motor vehicles, law-enforcement agency, lienholder, title issuer, insurer, auction, or other authority.

9. No legal clearance

A Lkota or third-party report is not:

• a certificate of title;
• a lien release;
• proof of legal ownership;
• law-enforcement clearance;
• confirmation that a vehicle is not stolen;
• authorization to tow or possess a vehicle;
• authorization to dismantle or recycle a vehicle;
• a physical inspection;
• an appraisal prepared specifically for Customer;
• legal advice; or
• a guarantee that a vehicle may lawfully be transferred.

A result stating “No Record Found,” “No Matching Theft Record Returned,” “No Open Lien Record Returned,” or similar wording means only that the sources checked did not return a matching record at the report time.

10. Customer responsibilities

Customer is solely responsible for:

• all VINs, seller information, documents, photographs, and data submitted through its account;
• confirming that submitted information is accurate;
• obtaining legally required notices, authorizations, and consents;
• determining whether it has a lawful basis to collect seller identification and vehicle documentation;
• protecting account credentials;
• assigning appropriate user roles;
• removing access when employment or authorization ends;
• reviewing all alerts and warnings;
• making final vehicle-transaction decisions;
• complying with reporting obligations applicable to junk yards, salvage yards, recyclers, dealers, towers, and vehicle purchasers; and
• maintaining any licenses, registrations, permits, insurance, or bonds required for its operations.

Customer may not rely exclusively on an automated result to make a final decision involving ownership, theft, liens, title validity, or lawful possession.

11. Customer Data

“Customer Data” means information submitted by Customer or its Authorized Users, excluding Lkota software, ClearVin Licensed Materials, aggregated data, system-generated logs, and third-party proprietary data.

Customer retains its rights in Customer Data and grants Lkota a limited license to host, copy, process, transmit, display, and use Customer Data as necessary to:

• provide the Services;
• generate documents;
• complete requested vehicle checks;
• process electronic signatures;
• prevent fraud;
• maintain security;
• provide support;
• enforce this Agreement; and
• comply with law.

Customer represents that it has all rights and permissions needed to provide Customer Data to Lkota.

12. Account security

Customer must:

• maintain unique user accounts;
• prohibit credential sharing;
• use strong authentication methods;
• restrict access according to job responsibilities;
• protect downloaded reports and identity documents;
• notify Lkota promptly of suspected unauthorized access; and
• cooperate with security investigations.

Customer is responsible for activity performed through its accounts unless caused solely by Lkota’s failure to apply commercially reasonable security controls.

13. Fees and payment

Customer shall pay the fees stated in its order form, subscription plan, invoice, or checkout page.

Unless otherwise stated:

• charges are nonrefundable;
• usage-based charges are based on requests processed through Customer’s account;
• taxes are Customer’s responsibility;
• invoices are due upon receipt or according to the applicable order form;
• overdue amounts may result in suspension; and
• Customer remains responsible for charges incurred before suspension or termination.

Lkota may modify fees for a future subscription or renewal period by giving reasonable advance notice.

14. Service changes and third-party availability

Lkota may modify interfaces, workflows, displays, warning language, data fields, integrations, or technical requirements when reasonably necessary to:

• comply with law;
• follow data-provider requirements;
• protect proprietary information;
• maintain security;
• prevent misuse;
• correct inaccurate representations;
• respond to ClearVin instructions; or
• improve the Services.

Customer shall promptly implement or accept required changes. Where ClearVin identifies an improper use or display, Lkota may immediately modify or disable the affected feature and require Customer cooperation.

15. Suspension

Lkota may suspend or restrict access immediately when reasonably necessary to:

• prevent unlawful activity;
• protect Lkota, ClearVin, another provider, Customer, or a third party;
• investigate suspected misuse;
• prevent unauthorized disclosure;
• respond to a security incident;
• enforce data-provider requirements;
• comply with a legal order;
• address nonpayment;
• prevent excessive or automated requests; or
• prevent damage to the Services.

Suspension does not relieve Customer of amounts already owed.

16. Termination

Either party may terminate according to the applicable subscription or order form.

Lkota may terminate this Agreement or an account immediately for:

• material breach;
• prohibited data use;
• unauthorized resale or sublicensing;
• reverse engineering;
• credential sharing;
• infringement of proprietary rights;
• unlawful vehicle activity;
• repeated security violations;
• fraud;
• nonpayment;
• a requirement imposed by a data provider; or
• conduct creating legal or security risk.

Upon termination, Customer must stop using the Services and ClearVin Licensed Materials.

Access to stored reports or Customer Data after termination is subject to the Data Retention and Deletion Policy, applicable law, legal holds, and Lkota’s rights and obligations to its providers.

17. Third-party beneficiary and waiver

To the maximum extent permitted by law, Customer waives and releases claims against ClearVin LLC, its licensors, data suppliers, affiliates, officers, employees, and contractors arising from or relating to Customer’s access to, use of, or reliance on ClearVin Licensed Materials.

ClearVin and its licensors are intended third-party beneficiaries of the provisions concerning:

• ClearVin Licensed Materials;
• proprietary rights;
• prohibited use;
• confidentiality;
• disclaimers;
• release of claims;
• indemnification; and
• limitation of liability.

Nothing in this section limits liability that cannot lawfully be waived.

18. Disclaimer of warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, REPORTS, DATA, DOCUMENTS, CLEARVIN LICENSED MATERIALS, THIRD-PARTY INFORMATION, AND RESULTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

LKOTA DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF:

• MERCHANTABILITY;
• FITNESS FOR A PARTICULAR PURPOSE;
• TITLE;
• NON-INFRINGEMENT;
• ACCURACY;
• COMPLETENESS;
• TIMELINESS;
• AVAILABILITY;
• ERROR-FREE OPERATION; AND
• RESULTS FROM USE.

LKOTA DOES NOT WARRANT THAT A REPORT WILL IDENTIFY EVERY THEFT, LIEN, TITLE BRAND, OWNERSHIP CLAIM, ODOMETER ISSUE, DAMAGE EVENT, AUCTION EVENT, RECALL, OR OTHER VEHICLE CONDITION.

19. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, LKOTA, CLEARVIN, THEIR LICENSORS, PROVIDERS, AFFILIATES, OFFICERS, EMPLOYEES, AND CONTRACTORS WILL NOT BE LIABLE FOR:

• LOST PROFITS;
• LOST REVENUE;
• LOSS OF BUSINESS;
• LOSS OF VEHICLE VALUE;
• VEHICLE PURCHASE PRICE;
• TOWING OR STORAGE COSTS;
• TITLE DEFECTS;
• UNDISCLOSED LIENS;
• THEFT CLAIMS;
• VEHICLE SEIZURE;
• DOCUMENT ERRORS;
• INACCURATE ODOMETER DATA;
• BUSINESS INTERRUPTION;
• LOST DATA;
• SUBSTITUTE SERVICES;
• INDIRECT DAMAGES;
• INCIDENTAL DAMAGES;
• SPECIAL DAMAGES;
• CONSEQUENTIAL DAMAGES;
• EXEMPLARY DAMAGES; OR
• PUNITIVE DAMAGES.

Except for liability that cannot lawfully be limited, Lkota’s total aggregate liability arising from or relating to the Services shall not exceed the fees paid by Customer to Lkota for the affected Services during the three months immediately preceding the event giving rise to the claim.

The limitations apply regardless of legal theory and even if Lkota was advised that damages were possible.

20. Customer indemnification

Customer shall defend, indemnify, and hold harmless Lkota, ClearVin, their licensors, affiliates, providers, officers, employees, and contractors from claims, losses, liabilities, penalties, damages, judgments, settlements, costs, and reasonable attorneys’ fees arising from or relating to:

• Customer’s use of the Services;
• Customer’s reliance on vehicle data without appropriate independent verification;
• the purchase, payment, towing, possession, transfer, dismantling, recycling, storage, export, or sale of a vehicle;
• incorrect or fraudulent information submitted by Customer or a seller;
• violation of title, lien, theft, privacy, salvage, motor-vehicle, or consumer-protection laws;
• unauthorized collection or disclosure of personal information;
• Customer’s breach of this Agreement;
• Customer’s infringement of intellectual-property rights;
• unauthorized resale, distribution, or database creation;
• acts or omissions of Customer’s Authorized Users, employees, drivers, contractors, or agents; or
• a claim by a seller, vehicle owner, lienholder, buyer, government agency, or other third party relating to Customer’s vehicle transaction.

Lkota shall provide reasonable notice of a covered claim. Lkota may participate in the defense with counsel of its choosing.

21. Audit and records

Customer shall maintain accurate records sufficient to demonstrate compliance with this Agreement, including records of authorized users, VIN requests, vehicle transactions, approvals, and required consents.

Lkota may review relevant records upon reasonable notice where necessary to:

• verify usage;
• investigate misuse;
• satisfy a provider audit;
• respond to a legal requirement; or
• confirm compliance.

Any review shall be reasonably limited to relevant information, subject to confidentiality and security safeguards.

22. Governing law and venue

This Agreement is governed by the laws of the State of Illinois, without regard to conflict-of-law principles.

The state and federal courts located in Cook County, Illinois shall have exclusive jurisdiction, and each party consents to personal jurisdiction and venue in those courts.

23. General provisions

Customer may not assign this Agreement without Lkota’s written consent. Lkota may assign it to an affiliate or successor.

The parties are independent contractors. Nothing creates an agency, partnership, joint venture, franchise, or employment relationship.

If a provision is unenforceable, the remaining provisions remain effective.

This Agreement, incorporated policies, and applicable order forms constitute the complete agreement between Customer and Lkota concerning the Services.