Terms of Use

1. Agreement and eligibility

These Terms of Use (“Terms”) are an agreement between you and Wheelbase, Inc. (“Wheelbase,” “we,” “us,” or “our”). By accessing or using our websites, desktop or mobile applications, or dealership software (the “Services”), you agree to these Terms.

You must be at least 18 and able to enter a binding agreement. If you use the Services for a company or dealership, you represent that you have authority to bind that organization, and “you” includes that organization. Do not use the Services if you do not agree to these Terms.

2. Accounts and administrators

You must provide accurate account information, keep it current, protect your credentials, and promptly tell us about suspected unauthorized access. You are responsible for activity under your account and for configuring appropriate access for your users. Accounts may not be shared outside the organization authorized to use them.

A customer administrator may manage users, permissions, connected systems, data, and account settings for its organization. You are responsible for your authorized users and their compliance with these Terms.

3. Service availability and changes

During an authorized subscription or evaluation, Wheelbase grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services for your internal business purposes, subject to these Terms and any applicable order.

We may add, change, or discontinue features and may perform maintenance that temporarily affects availability. We will use commercially reasonable efforts to avoid material disruption and to provide notice of a material reduction in core paid functionality when practical. No service level commitment applies unless it appears in a separate signed agreement.

Beta, preview, TestFlight, and managed Android releases are provided for evaluation and product improvement, may be incomplete, and may change or end at any time.

4. Acceptable use

You may use the Services only for lawful business purposes. You may not:

• access the Services without authorization or bypass security or usage controls;
• probe, scan, disrupt, overload, or introduce malicious code into the Services;
• reverse engineer or copy the Services except where applicable law does not permit that restriction;
• use the Services to violate law, privacy, intellectual-property, or other rights;
• upload information you do not have the right to use or disclose;
• resell or provide the Services to a third party unless we agree in writing;
• use automated means to scrape or extract data except through an interface we provide; or
• use the Services to develop or train a competing product or model, except with our written permission.

5. Customer data and privacy

As between you and Wheelbase, you retain your rights in information, records, images, documents, prompts, and other content submitted to the Services (“Customer Data”). You grant Wheelbase a limited right to host, copy, process, transmit, and display Customer Data as needed to provide, secure, maintain, and support the Services, follow your instructions, and comply with law.

You are responsible for the accuracy, quality, and legality of Customer Data; for providing required notices and obtaining required rights or consents; for your instructions to Wheelbase; and for deciding what information your dealership enters into the Services. You must not submit protected health information, consumer credit reports, payment-card data, or other regulated data unless Wheelbase has expressly agreed in writing to support it.

Our Privacy Policy explains how we handle personal information. If Wheelbase processes personal information for you, additional data-processing terms may apply under an order or separate signed agreement.

6. Confidentiality

Each party may receive non-public business, technical, product, security, or financial information from the other (“Confidential Information”). The receiving party will use reasonable care to protect it, use it only for the relationship covered by these Terms, and disclose it only to personnel and service providers who need it and are bound to protect it.

Confidential Information does not include information the receiving party can show was already lawfully known without a duty of confidentiality, became public without breach, was received lawfully from another source, or was independently developed. A party may disclose information when legally required after giving notice where permitted.

7. AI-assisted features and automated actions

The Services may use artificial intelligence to summarize information, score vehicles, suggest tasks, research markets, draft content, or produce other outputs. AI output can be incomplete, outdated, or wrong, even when it appears confident. It is not professional, financial, legal, mechanical, safety, or purchasing advice.

Some features may take actions or prepare changes based on your prompt, settings, permissions, and connected systems. You authorize Wheelbase to perform the actions you request through those features. You remain responsible for configuring permissions, reviewing proposed and completed actions, and maintaining appropriate human oversight.

Review outputs and underlying records before relying on them. Keep a qualified person in the decision loop for vehicle condition, repairs, safety, pricing, purchases, regulatory obligations, and other material decisions. You may not use AI-assisted features to make unlawful or solely automated decisions that produce legal or similarly significant effects about a person.

8. Third-party services

The Services may connect with dealership systems, auctions, vehicle-data sources, app stores, vendors, or other third-party services. Your use of those services is governed by their terms and privacy practices. Wheelbase is not responsible for third-party services, data, availability, or changes. You authorize us to exchange information with an integration when you or your administrator enables it, and you are responsible for any credentials and permissions you provide.

9. Mobile applications

If you download a Wheelbase app through Apple or Google, you must also comply with the applicable store and platform rules. For an iOS app, Apple’sStandard Licensed Application End User License Agreementapplies to the app license unless Wheelbase provides a custom end-user license agreement.

Wheelbase—not Apple or Google—is responsible for the Services and their maintenance and support, subject to these Terms and the applicable platform agreement. Apple and Google have no obligation to provide maintenance or support for Wheelbase. Contact [email protected] for app support.

10. Fees and subscriptions

Paid plans, usage limits, billing periods, renewal terms, taxes, and cancellation rights are described in the applicable order, checkout, or separate agreement. Except where required by law or stated in that agreement, fees are non-refundable. We may change future pricing with advance notice, but a price change will not shorten a period you have already paid for.

11. Ownership and feedback

Wheelbase and its licensors own the Services, including the software, designs, documentation, trademarks, usage data, and related intellectual property. These Terms do not transfer ownership of the Services or Customer Data.

We may use service telemetry and aggregated or de-identified information that does not reasonably identify you or an individual to operate, analyze, and improve the Services. If you send suggestions or feedback, you allow us to use it without restriction or compensation. We will not identify you publicly as the source without permission.

12. Suspension and termination

You may stop using the Services at any time, subject to any subscription agreement. We may suspend or terminate access if you materially breach these Terms, create a security or legal risk, fail to pay amounts due, or use the Services in a way that could harm Wheelbase, our customers, or others. When practical, we will provide notice and an opportunity to cure.

After termination, your right to use the Services ends. Customer Data will be handled under the applicable agreement and our retention practices. Provisions that by their nature should survive— including confidentiality, ownership, disclaimers, indemnification, liability limits, and payment obligations—will survive.

13. Disclaimers

To the maximum extent permitted by law, the Services are provided “as is” and “as available.” Wheelbase disclaims implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranty arising from course of dealing or usage of trade. We do not guarantee uninterrupted operation, error-free output, specific business results, or that third-party data is complete or current. Some jurisdictions do not allow certain disclaimers, so parts of this section may not apply to you.

14. Indemnification

To the extent permitted by law, you will defend, indemnify, and hold harmless Wheelbase and its affiliates, officers, employees, and agents from third-party claims, damages, losses, and reasonable legal fees arising from Customer Data; your or your authorized users’ violation of these Terms or law; or your use of the Services in violation of another person’s rights. Wheelbase will promptly notify you of a claim and provide reasonable cooperation. You may control the defense, but may not settle a claim in a way that admits fault by or imposes an obligation on Wheelbase without our consent.

15. Limitation of liability

To the maximum extent permitted by law, Wheelbase and its officers, employees, affiliates, and suppliers will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, goodwill, data, or business interruption.

Our total liability arising from or related to the Services will not exceed the amount you paid Wheelbase for the Services during the 12 months before the event giving rise to the claim, or $100 if you did not pay for the Services. These limits do not apply where liability cannot legally be limited.

16. General terms

You will comply with applicable export-control and sanctions laws. You may not assign these Terms without our written consent; we may assign them as part of a reorganization, financing, merger, acquisition, or sale of assets. If one provision is unenforceable, the remaining provisions remain in effect. A delay in enforcement is not a waiver. Neither party is liable for delay caused by events beyond its reasonable control.

We may update these Terms as the Services or legal requirements change. We will post revised Terms and update the effective date, and we will provide additional notice of material changes when appropriate. Continued use after an update takes effect means you accept the revised Terms.

These Terms and any applicable order or signed agreement are the complete agreement about the Services covered here. A signed agreement controls if it conflicts with these Terms. Applicable governing law, venue, and notice details may be specified in that agreement. Questions may be sent to [email protected], and product support is available at [email protected].