Effective Date: July 14, 2025

Terms of Use

These Terms govern your access to and use of the LotLogic platform, websites, web applications, dealer portals, APIs, and related services.

Welcome to LotLogic. These Terms of Use (“Terms”) govern your access to and use of the LotLogic platform, including our websites, web applications, vehicle image generation tools, dealer portals, APIs, and related services (collectively, the “Services”).

These Terms are entered into by and between Linx LLC, a Kentucky limited liability company doing business as LotLogic (“LotLogic,” “Company,” “we,” “us,” or “our”), and the dealership, business entity, or authorized user accessing or using the Services (“you,” “your,” or “Dealer”).

By creating an account, accessing the platform, purchasing a subscription, using the Services, or otherwise accepting these Terms, you agree to be legally bound by these Terms. If you do not agree, you may not access or use the Services.

1. Eligibility and Authorized Use

The Services are intended for use by licensed automobile dealerships, dealer groups, and their authorized employees, contractors, representatives, or agents.

You represent and warrant that you are at least 18 years old; you are authorized to act on behalf of the dealership or business entity using the Services; any information you provide to LotLogic is accurate and complete; and your use of the Services will comply with all applicable laws, regulations, and third-party platform requirements.

2. Services Provided

LotLogic provides technology-driven vehicle merchandising and image generation services. Depending on your account, subscription, pilot arrangement, or other agreement with LotLogic, the Services may include generation of vehicle inventory images using dealership-provided data, vehicle information, and/or LotLogic-maintained image libraries; custom image backgrounds, overlays, branding, or related visual assets; access to vehicle image generation history, usage information, and account limits; dealer onboarding and support; and API access or third-party integrations, when made available by LotLogic.

LotLogic may modify, update, improve, suspend, or discontinue any portion of the Services at any time. LotLogic does not guarantee that all vehicle configurations, trims, colors, wheels, interiors, options, inventory systems, or third-party platforms will be supported at all times.

LotLogic does not source vehicle data from public VIN databases unless expressly stated. Dealer data and vehicle information may be provided by the dealership, by dealership-authorized systems, or by LotLogic’s private databases and internal workflows.

3. Dealer Responsibilities

You are responsible for ensuring that all vehicle data, inventory information, branding, logos, backgrounds, content, credentials, and other materials provided to LotLogic are accurate and that you have the legal right to provide and use them in connection with the Services.

You agree to provide accurate dealership, business, inventory, and contact information; use the Services only for legitimate dealership business purposes; maintain the confidentiality of your login credentials; promptly notify LotLogic of any suspected unauthorized access; use generated images and related materials only in connection with your dealership’s vehicle marketing and inventory listings; and comply with any usage limits, platform rules, or instructions provided by LotLogic.

You are responsible for reviewing generated images before publication and determining whether they are appropriate for your intended use.

4. Account Registration and Access

An active LotLogic account may be required to access some or all of the Services.

You are responsible for all activity that occurs through your account, whether authorized or unauthorized, unless caused solely by LotLogic’s gross negligence or willful misconduct.

LotLogic may suspend or restrict access if we reasonably believe that your account has been compromised, misused, or used in violation of these Terms.

5. Subscription Plans, Usage Limits, and Availability

LotLogic may offer different subscription plans, pilot programs, usage tiers, image generation limits, or other service arrangements.

Your subscription tier or written agreement with LotLogic determines your usage limits, available features, pricing, billing structure, and service access.

Unless otherwise stated in writing, usage limits are measured monthly; unused image generation credits do not roll over; LotLogic may enforce usage limits automatically; and LotLogic may restrict, suspend, or limit access if usage exceeds the applicable plan limits.

LotLogic may change plan features, pricing, or service availability upon notice, subject to the terms of any active written agreement between you and LotLogic.

6. Ownership of LotLogic Assets

LotLogic is and remains the exclusive owner of all LotLogic assets, technology, intellectual property, and proprietary materials.

This includes, without limitation: vehicle photographs; vehicle image libraries; generated images; edited images; backgrounds, overlays, templates, and visual assets; software, source code, databases, and APIs; documentation, workflows, business methods, and operational procedures; image generation systems, capture systems, coverage tracking systems, and photo standardization methods; logos, branding, trademarks, trade names, and domain names; trade secrets and confidential information; and any improvements, modifications, derivative works, or related materials created by or for LotLogic.

Except for the limited license expressly granted in these Terms or a separate written agreement, you receive no ownership interest in any LotLogic asset or intellectual property.

7. License to Use Generated Images

Subject to your compliance with these Terms, payment obligations, and any applicable subscription or pilot agreement, LotLogic grants you a limited, revocable, non-exclusive, non-transferable license to use LotLogic-generated vehicle images for your dealership’s own vehicle merchandising, advertising, website listings, third-party inventory listings, and related commercial dealership purposes.

Unless otherwise agreed in writing, this license remains active only while your LotLogic subscription, pilot, or other authorized service arrangement is active and in good standing.

Upon expiration, cancellation, or termination of your subscription or access, your right to use newly generated images, access the platform, or continue using LotLogic assets may terminate, unless LotLogic provides written permission otherwise.

You may not resell, sublicense, distribute, or commercialize LotLogic-generated images as a separate product or service; use LotLogic-generated images for another dealership, dealer group, or third party without written permission; misrepresent generated images in a deceptive or unlawful manner; reverse engineer or recreate LotLogic’s image generation process, libraries, workflows, or systems; remove LotLogic ownership notices, metadata, or restrictions where applicable; or use generated images after your rights have expired or been terminated, except as expressly allowed in writing.

8. Dealer Data and Privacy

LotLogic may receive, process, store, or access dealership information, vehicle inventory data, lead information, business contact information, account credentials, images, and other data in connection with the Services.

LotLogic will use commercially reasonable administrative, technical, and physical safeguards to protect data accessed or processed in connection with the Services.

You authorize LotLogic to use dealership-provided data and materials as reasonably necessary to provide, maintain, improve, support, and operate the Services.

You agree not to provide LotLogic with data, content, credentials, or materials that you are not authorized to share.

9. Feedback and Usage Data

If you provide suggestions, comments, ideas, requests, feedback, or recommendations regarding the Services, you grant LotLogic the right to use such feedback without restriction or compensation.

LotLogic may collect and use aggregated, anonymized, or usage-based data to improve the Services, measure performance, develop new features, support customers, and operate its business, provided such use does not identify a specific dealership in a public-facing manner without permission.

10. API Access

If LotLogic grants you API access, you agree to use the API only for your authorized dealership business purposes; comply with all rate limits, usage limits, documentation, and security requirements; keep API keys, tokens, credentials, and endpoints secure; not share, sublicense, expose, or transfer API access to unauthorized third parties; and not use the API to scrape, overload, disrupt, copy, or reverse engineer the Services.

LotLogic may suspend, rotate, revoke, or limit API access at any time for security, abuse prevention, nonpayment, or violation of these Terms.

11. Payment, Billing, and Refunds

LotLogic subscription plans, pilot fees, billing terms, cancellation rights, refund terms, and payment schedules are governed by the plan selected by you, the applicable order form, invoice, pilot agreement, subscription agreement, or other written agreement between you and LotLogic.

Unless otherwise stated in writing, fees are due as stated at the time of purchase or in the applicable agreement; missed or failed payments may result in suspension of access; LotLogic may revoke platform access and image usage rights for nonpayment; unused image credits, partial months, and prior billing periods are not refundable; and plan downgrades may be limited or unavailable during an active subscription term.

If there is a conflict between these Terms and a signed written agreement between you and LotLogic, the signed written agreement controls for that specific relationship.

12. Prohibited Conduct

You agree not to reverse engineer, decompile, disassemble, copy, or attempt to derive the source code, systems, workflows, or underlying methods of the Services; use bots, scraping tools, automated scripts, or unauthorized systems to access or extract content; attempt to bypass authentication, usage limits, rate limits, payment requirements, or subscription restrictions; access or attempt to access accounts, data, images, features, or systems not assigned to you; use the Services for unlawful, misleading, deceptive, infringing, or harmful purposes; upload or provide content that violates third-party rights; interfere with or disrupt the Services, servers, networks, APIs, or security systems; or use LotLogic’s confidential information, workflows, image systems, or business methods to develop or assist a competing product or service.

13. Confidentiality

You may receive access to non-public information relating to LotLogic, including software, platform features, workflows, pricing, image generation methods, capture processes, dealer onboarding procedures, business plans, trade secrets, and other proprietary information.

You agree to keep such information confidential and use it only for your authorized use of the Services.

Confidential information does not include information that becomes publicly available through no fault of your own, was already lawfully known to you without restriction, or is independently developed without use of LotLogic confidential information.

14. Termination and Suspension

LotLogic may suspend, restrict, or terminate your access to the Services immediately if you violate these Terms; fail to make required payments; misuse generated images or LotLogic assets; attempt to circumvent usage limits or security controls; abuse the API or platform; or use the Services in a way that creates legal, operational, financial, reputational, or security risk for LotLogic.

Upon termination, you must stop using the Services and any LotLogic assets for which your license has ended.

Sections relating to ownership, confidentiality, payment obligations, prohibited conduct, disclaimers, limitation of liability, indemnification, governing law, venue, attorneys’ fees, and any other provisions that by their nature should survive termination shall survive termination.

15. Disclaimers

The Services are provided “as is” and “as available.”

To the fullest extent permitted by law, LotLogic disclaims all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, availability, uptime, compatibility, and uninterrupted operation.

LotLogic does not guarantee that the Services will be error-free or uninterrupted; generated images will be available for every vehicle configuration; the Services will integrate with every dealership platform, inventory system, or third-party provider; vehicle data provided by a dealership or third-party system will be accurate; or generated images will meet every third-party platform requirement.

16. Limitation of Liability

To the fullest extent permitted by law, LotLogic shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits, lost revenue, data loss, business interruption, reputational harm, or loss of goodwill arising out of or relating to the Services or these Terms.

LotLogic’s total aggregate liability for any claim arising out of or relating to the Services or these Terms shall not exceed the amount paid by you to LotLogic during the twelve (12) months preceding the event giving rise to the claim.

17. Indemnification

You agree to indemnify, defend, and hold harmless LotLogic, Linx LLC, and their members, officers, employees, contractors, agents, and representatives from and against any claims, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to your use or misuse of the Services; your violation of these Terms; your violation of applicable law; data, images, branding, logos, credentials, or materials you provide to LotLogic; your infringement or violation of any third-party rights; or your use of generated images in dealership advertising, listings, or marketing.

18. Force Majeure

LotLogic shall not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including natural disasters, acts of God, governmental action, labor disruptions, pandemics, cyberattacks, third-party platform outages, cloud provider outages, internet failures, or widespread dealership closures.

19. Assignment

You may not assign, transfer, or delegate your rights or obligations under these Terms without LotLogic’s prior written consent.

LotLogic may assign these Terms without your consent, including to an affiliate, successor, acquirer, or in connection with a merger, reorganization, sale of assets, or transfer of business operations.

20. Governing Law, Venue, and Attorneys’ Fees

These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky, without regard to conflict of law principles.

Each party irrevocably consents to the exclusive jurisdiction and venue of the state and federal courts located in Fayette County, Kentucky, and waives any objection to such jurisdiction or venue, including on the basis of forum non conveniens.

The prevailing party in any action to enforce these Terms shall be entitled to recover its reasonable attorneys’ fees and costs from the other party.

21. Changes to These Terms

LotLogic may revise these Terms from time to time. If changes are material, LotLogic may provide notice by email, through the platform, or by posting an updated version on the website.

Continued use of the Services after revised Terms become effective constitutes acceptance of the revised Terms.

22. Severability

If any provision of these Terms is held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

23. Entire Agreement

These Terms, together with any applicable order form, invoice, pilot agreement, subscription agreement, or other written agreement between you and LotLogic, constitute the agreement between you and LotLogic regarding your use of the Services.

In the event of a conflict between these Terms and a separately signed written agreement, the signed written agreement controls for that specific arrangement.