Terms of Service

These Terms of Service ("Terms") govern your dealership's perpetual license to and use of the LouieAuto AI dealership intelligence platform ("Service") provided by LouieAuto ("we", "us", "our"). By accessing or using the Service, you ("Customer", "you") agree to these Terms. If you are accepting on behalf of a dealership or dealer group, you represent that you have authority to bind that organization.

1. License and term

• The Service is sold as a perpetual license per rooftop. You pay once and own the right to use the Service for that rooftop forever — there is no subscription, no monthly fee, and no renewal obligation.
• Additional seats are available as a one-time purchase at $500 per seat. Additional rooftops require a separate perpetual license per rooftop.
• Your license is perpetual and irrevocable except in the case of material breach under Section 6. There is no cancellation or renewal process.

2. Fees and payment

• License fees are stated on the pricing page in U.S. dollars and are due in full at the time of purchase, per rooftop.
• Because the license is perpetual and one-time, pricing changes do not affect licenses already purchased. Future rooftop purchases are subject to the pricing in effect at the time of that purchase.
• Licenses are non-provisional until full payment is received. Invoices for rooftop or seat purchases are due within 15 days. For enterprise customers paying on net-30 or net-60 terms, late payment terms are specified in the signed SOW.

3. Data ownership

• You grant us a limited license to use your data only to operate, maintain, and support the Service for you.
• We do not sell your data, and we do not use your raw operational data to train AI models that benefit other customers. Aggregate, de-identified, anonymous usage statistics may be used to improve the Service.
• On termination, we will delete your data per our Privacy Policy retention schedule unless you direct otherwise in writing.

4. Acceptable use

You agree not to:

1. Use the Service for any unlawful purpose or in violation of any applicable federal, state, or local law (including TCPA, CAN-SPAM, FCRA, ECOA, Truth in Lending, Red Flags Rule, FTC Safeguards Rule, and state lemon, dealer, and consumer-protection statutes).
2. Reverse-engineer, decompile, scrape, or attempt to extract source code, system prompts, or proprietary methods of the Service.
3. Resell, sublicense, or provide the Service as a service bureau to other dealerships you do not own.
4. Upload data containing malicious code, attempt to circumvent access controls, or interfere with other customers' use of the Service.
5. Use AI features to generate content you know to be false, deceptive, or misleading to consumers.

5. AI advice — Louie advises, dealer decides

• You are responsible for reviewing AI outputs before relying on them and for ensuring outputs comply with your obligations under franchise agreements, lender agreements, ECOA/Reg B, FCRA, FTC consumer-protection rules, and state law.
• We make no representation that AI outputs are accurate, complete, current, or fit for any particular regulatory determination.
• The compliance, lender-routing, fraud-detection, and stip-checking features are decision-support tools; they are not certifications of compliance, creditworthiness, or fraud absence.

6. Suspension and termination

• Because the license is perpetual, there is no cancellation or voluntary termination by the licensee — your license remains valid indefinitely unless revoked by us under this Section.
• We may suspend or terminate your access on written notice for: (a) non-payment of fees, (b) violation of Section 4 (Acceptable Use) that you do not cure within 10 days of notice, (c) any use that creates legal risk to us or other customers, or (d) repeated or egregious violation that materially harms the Service.
• Sections 3 (Data Ownership), 7 (Warranties), 8 (Liability), 9 (Indemnification), and 10 (Governing Law) survive termination.

7. Warranties and disclaimers

We warrant that the Service will perform materially as described in our public documentation. Except for the express warranty above, the Service is provided "as is" and "as available." We disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and any warranty arising from course of dealing or trade usage.

8. Limitation of liability

• To the maximum extent permitted by law, our aggregate liability under these Terms in any 12-month period is limited to the fees you paid us during that period.
• We are not liable for indirect, incidental, consequential, special, or punitive damages, or for lost profits, lost revenue, lost goodwill, or lost data.
• We are not liable for any decision your dealership makes regarding extending credit, submitting deals to lenders, hiring or terminating personnel, advertising, or any other regulated action — even if Louie advised it. Per Section 5, the dealership is the decision-maker and bears decision-related risk.

9. Indemnification

You agree to defend, indemnify, and hold us harmless from claims, damages, and expenses arising from: (a) your violation of Section 4 (Acceptable Use); (b) your decisions in reliance on AI outputs (per Section 5); (c) consumer claims arising from communications you sent through the Service; and (d) your violation of any applicable law or regulation.

10. Governing law and disputes

• These Terms are governed by the laws of the State of Illinois, United States, without regard to conflict-of-laws rules.
• Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property, confidential information, or security.

10a. Binding arbitration

• Arbitration will be administered by JAMS under its Streamlined Arbitration Rules for disputes under $250,000, and under its Comprehensive Arbitration Rules for larger disputes. The arbitration will be conducted by a single arbitrator experienced in commercial software disputes.
• The seat of arbitration is Chicago, Illinois. The arbitration will be conducted in English. Each party bears its own attorneys' fees; filing and arbitrator fees are allocated per the JAMS rules.
• The arbitrator may award any relief a court could award under applicable law, except that the arbitrator may not award punitive or exemplary damages.
• Class-action waiver. Disputes must be brought in each party's individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate more than one party's claims or preside over any form of representative or class proceeding.
• Opt-out. You may opt out of this arbitration clause within 30 days of first accepting these Terms by sending written notice to the contact in Section 13 with the subject line “Arbitration Opt-Out.” An opt-out does not affect the remainder of these Terms.
• Judgment on the arbitrator's award may be entered in any court of competent jurisdiction. If this Section 10a is found unenforceable in whole or in part, the remainder of these Terms will continue in effect and unresolved disputes will be heard in the Illinois courts named in Section 10.

11. Confidentiality

Each party will protect the other's non-public information with the same care it uses for its own confidential information (and not less than reasonable care). Confidential information includes pricing, system prompts, business-process details, customer data, and dealer operating data. The duty of confidentiality survives termination for five years.

12. Changes to these Terms

We may update these Terms from time to time. For material changes, we will notify you by email to your billing contact and post the updated Terms here at least 30 days before they take effect. Continued use after the effective date constitutes acceptance.

13. Contact

For contract questions, billing matters, security concerns, or to give cancellation notice, contact:

LouieAuto
Email: brian@louieauto.com
Illinois, United States
Illinois registered entity · Governing law: State of Illinois