AutoPlace.io Terms of Service & Master Platform Agreement

Last Updated: September 24, 2026

Welcome to AutoPlace.io (operated by ZAMZILLA., referred to herein as “AutoPlace,” “CarsAIx” “Platform,” “we,” “us,” or “our”). By accessing or using our website, mobile applications, software-as-a-service (SaaS) tools, reverse marketplace, digital closing room, wholesale auction channels, or AI services, you (“User,” “Buyer,” “Dealer,” “Vendor,” or “Partner”) agree to be bound by these Terms of Service (“Terms“).

1. Scope of Services & Ecosystem

AutoPlace provides an end-to-end automotive commerce technology platform connecting buyers, licensed motor vehicle dealerships, wholesalers, auctions, lenders, and transport providers. Services include:

  1. Consumer Marketplace & Reverse Bidding Network: Facilitates buyer vehicle requests, out-the-door price bids, and automated deal scoring.
  2. Dealer SaaS & Integration Tools: Software tools including the Dealer Command Center, fast inventory ingestion via third-party crawlers (e.g., MarketCheck), and deal desk management.
  3. Wholesale & Auction Network: Digital B2B auction channels and inventory transfer mechanisms between verified dealers and wholesalers.
  4. Digital Closing Room & Document Generation: Automated rendering of deal jackets, bill of sale packets, Federal Odometer Disclosures, and Pre-Delivery Inspection (PDI) reports.
  5. AI Automotive Advisor & Algorithms: Automated deal scoring, vehicle recommendations, and pricing analysis powered by generative and analytical AI engines.

2. Platform Roles & User Responsibilities

2.1 Car Buyers

  • Pre-Qualifications & Offers: Offers, calculations, and monthly payment estimates generated on the platform are for estimation purposes and depend on final credit approval and dealer verification.
  • Due Diligence: Buyers are responsible for inspecting vehicles prior to taking delivery. AutoPlace displays condition reports, Digital Vehicle Inspections (DVI), and market history, but does not warrant physical vehicle condition unless explicitly stated under a certified guarantee.

2.2 Licensed Dealerships & Wholesalers

  • Licensing Compliance: Dealers warrant that they hold valid, active state motor vehicle dealer licenses and applicable sales tax permits.
  • Binding Bids & OTD Pricing: Prices, quotes, and Out-The-Door (OTD) breakdowns submitted to buyers via the platform constitute binding commercial offers subject to inventory availability and buyer qualification.
  • Inventory Accuracy: Dealers must ensure inventory data, VIN details, photos, and pricing synced via DMS or crawlers are accurate and up to date.

3. Dealer SaaS & White-Label Reseller Terms

  • Platform Grant: Licensed dealers and channel partners are granted a limited, non-exclusive, non-transferable right to access AutoPlace SaaS applications and white-label modules during their active subscription term.
  • Third-Party Data Integrations: AutoPlace integrates with third-party inventory crawlers, DMS systems (e.g., CDK Global, Reynolds & Reynolds), and valuation tools. Users acknowledge that third-party service availability depends on the respective providers.
  • Intellectual Property Reservation: All software code, algorithms, deal desk frameworks, and platform branding remain the exclusive intellectual property of AutoPlace Inc. Users shall not reverse engineer, decompile, or create derivative works of the platform.

4. Wholesale Auctions & Digital Closing Room

  • B2B Auction Rules: Bids placed in wholesale auction channels are legally binding commitments to purchase between participating licensed dealers.
  • Digital Contract Execution: Signatures captured in the Digital Closing Room (including electronic Powers of Attorney, Odometer Statements, and Delivery Certification Packets) carry full legal validity under the U.S. Electronic Signatures in Global and National Commerce (E-SIGN) Act and Uniform Electronic Transactions Act (UETA).
  • Payment & Escrow Settlement: Fund transfers routed via instant payment rails (e.g., FedNow, RTP, or ACH) are subject to verification and escrow release terms agreed upon in the transaction packet.

5. Fees, Commissions, & Rev-Share

  1. Buyer Access: Browsing, submitting buyer requests, and receiving bids are free for consumers unless explicitly disclosed prior to transaction execution.
  2. Dealer SaaS Fees & Lead Share: Dealers and channel partners agree to pay all applicable monthly base platform fees, per-dealer expansion fees, and per-qualified-lead performance shares as detailed in their specific SaaS Order Form or Reseller Agreement.
  3. Late Payments: Unpaid SaaS or lead fees past 15 calendar days may result in immediate suspension of dealer dashboard access, inventory indexing, and bidding privileges.

6. AI Features & Data Analytics Disclaimer

  • AutoPlace utilizes AI advisors and automated algorithms to assist in deal scoring, pricing insights, and vehicle matching.
  • AI-generated content and price alerts are provided for informational and convenience purposes. Users agree to independently verify critical transaction details (such as VIN specifications, payoff amounts, and titling requirements) prior to final contract execution.

7. Limitation of Liability & Indemnification

  • As-Is Provision: Except as explicitly set forth herein, the AutoPlace platform, SaaS tools, and marketplace services are provided on an “AS IS” and “AS AVAILABLE” basis.
  • Liability Cap: To the maximum extent permitted by applicable law, AutoPlace Inc. shall not be liable for indirect, incidental, consequential, or punitive damages arising out of vehicle transactions between buyers and dealers. In no event shall AutoPlace’s aggregate liability exceed the total platform fees paid by the user in the twelve (12) months preceding the claim.
  • Indemnification: Users agree to defend, indemnify, and hold harmless AutoPlace Inc. from claims, liabilities, or losses arising from user breach of these Terms, misrepresentation of vehicle condition, or violation of state motor vehicle regulations.

8. Governing Law & Dispute Resolution

  • Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles.
  • Jurisdiction: Any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in Clark County, California (or as designated in an applicable enterprise contract).
  • Severability: If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

9. Modifications & Contact Information

We reserve the right to modify these Terms at any time. Continued use of the platform following published changes constitutes acceptance of the revised Terms.

Support & Legal Inquiries: [email protected]

Platform: AutoPlace.io

7. Entire Agreement

7.1 This Agreement constitutes the entire agreement between Auto Place and the Vendor and supersedes all prior agreements, understandings, or representations, whether oral or written.

7.2 Any modifications or amendments to this Agreement must be made in writing and signed by both parties.

Summary

The Auto Place Marketplace Vendor Agreement outlines the terms and conditions for vendors to participate in the Auto Place marketplace and provide services to customers. The agreement includes provisions for the scope of services, fees, non-disclosure, term, termination, governing law, and jurisdiction. By entering into this agreement, both Auto Place and the Vendor ensure a mutually beneficial and legally protected relationship. It is important for both parties to carefully review and understand the terms of this agreement before proceeding with their participation in the Auto Place marketplace.