Terms of Service

1Who this is between

These terms are an agreement between Paul Neto, carrying on business as LotAgent, a sole proprietor established in Ontario, Canada (LotAgent, we, us), and the dealership that opens an account (you, your). If you open an account on behalf of a business, you are agreeing on that business's behalf and confirming you are authorised to do so; you then means that business.

They cover the LotAgent website, the console, the storefronts and vehicle pages we host for you, the shopper conversation pages, the public inventory API, the embed script and the MCP endpoint — together, the service.

2Accepting these terms

You accept them by creating an account or by using the service. If you do not accept them, do not do either. Where we have signed a separate written agreement with you, that agreement governs anything it covers and these terms fill the gaps.

3Who may use it

• You must be at least 18 and able to enter a contract.
• The service is for business use by a dealership. It is not a consumer product, and consumer-protection statutes that apply to consumer contracts do not apply to this one.
• We currently offer it in Canada and the United States only. Its jurisdiction handling — currency, tax and fee structure, price-display rules, messaging-consent regime — is built for those two countries and would be wrong elsewhere.
• You must not be barred from receiving the service under applicable sanctions or export law.

4What the service is

LotAgent is a dealership management system with software agents in it. It holds your inventory, leads, deals, service work, parts, floorplan and money events; it hosts a public storefront and a page per unit; and it runs agents that watch all of that and propose things worth deciding — a price change, a reply to a shopper, a listing that should be published, a unit that has been sitting too long.

We will provide it with reasonable skill and care, and we will try to keep it available, but we do not commit to an uptime figure and none should be inferred. Section 6 explains why.

5What it is not, and what it cannot do yet

This section exists because the product looks more finished than it is, and because a dealership that finds out in week one what it was not told at signup is right to be angry. The same list is on the marketing page and in the app under Help, so you can hold us to it.

5.1 Things it is not

• Not a lender, broker, credit bureau or credit repair service. It does not make or influence credit decisions, does not submit credit applications, and holds no bureau data.
• Not a compliance service. It has features that help with advertising rules, disclosure and messaging consent. Using them is not a defence and does not transfer your obligations to us.
• Not legal, tax, accounting or financial advice. Fee schedules, tax treatment, markup bands and gross calculations are configurable tools operating on numbers you supply and verify.
• Not a valuation or appraisal authority. Trade figures are recorded, not valued. The system deliberately makes no claim about what a unit is worth on the open market, and there is no market-position analysis, because an invented “you are 8% above market” is the most damaging thing it could tell you.
• Not your accounting system. Money events are posted and exported as CSV for your accountant. There is no chart of accounts, no double entry and no period close, on purpose.
• Not a replacement for your dealer licence, bonding, insurance or regulatory filings.

5.2 Things that are not built yet

Accurate as at the date at the top of this page. Each is intended; none is promised to a date.

If something here is load-bearing for your dealership, ask before you migrate. We will tell you the truth about where it stands.

6Beta

LotAgent is in beta, and that is a description of the service rather than a marketing word:

• Features may change, move or be withdrawn. We will not withdraw something you depend on without telling you.
• There may be bugs, downtime and interruptions. There is no service-level commitment and no credit scheme.
• Support is best-effort by email and reaches a person, not a queue.
• You should keep your own exports. The product makes that easy and free (§12) and you should use it.

7Accounts, users and security

• One person, one login. Do not share credentials and do not use a shared inbox as a user. Both destroy the per-user identity that the database's access rules depend on, which means you lose the ability to know who did what and the ability to scope anybody to anything.
• You are responsible for everything done under your account, including by your staff, and for keeping roles and rooftop assignments current — including removing people who leave.
• Nobody may grant a role above their own.
• Tell us promptly at hello@lotagent.co if you think an account has been compromised.
• The owner who signs up is the account owner. Ownership follows the business, not the individual; if there is a dispute about who controls an account we may suspend it until it is resolved, and we will say so in writing.

8Your responsibilities

You run a regulated business. The service is a tool inside it, and using the tool does not move any of the following onto us.

• Advertising and pricing. You are responsible for every figure you publish. The system computes an advertised price from the inputs and rules you configure — including all-in advertising where a jurisdiction such as Ontario requires it — but the inputs, the fee schedule and the tax treatment are yours, and so is the obligation.
• Disclosure. Odometer and hour-meter readings, condition, prior use and damage, branding and title status, safety certification, and whether a unit is road legal. The system will refuse to let a listing call a golf car street legal and will hold generated copy to the recorded facts — a useful guard, not a substitute for your judgement.
• Messaging consent. Texts and commercial email are governed by the TCPA and state analogues in the United States and by CASL in Canada, and liability for an unlawful message rests with the sender. The product models consent per channel, keeps the wording shown at capture, expires CASL implied consent on its own clock and disables sending when permission has lapsed. Obtaining the permission in the first place is yours.
• Customer data. Only upload or import data you are entitled to hold and to process, for the purposes you are processing it for (§13).
• F&I, lending and privacy law. Including the GLBA Safeguards Rule and FTC requirements in the United States and PIPEDA or its provincial equivalents in Canada, and your own dealer licensing, bonding and record-keeping.
• Accuracy. Costs, rates, fees, tax settings, labour rates and markup bands. Analysis is only as good as what it reads, and the product is explicit about sample sizes and refuses to answer on thin data rather than guessing.
• Your own records. Keep whatever your jurisdiction requires you to keep, for as long as it requires it.

9The agents, autonomy and approvals

This is the section to read twice.

• Proposals are suggestions, not advice. Every one carries its reasoning, its evidence and a sample size so you can judge it. Judging it is your job.
• You set the autonomy, action by action. Everything begins at one-click approval. You raise an action's autonomy only after watching it be right, and you can lower it at any time.
• Money, credit and contract actions remain at approval permanently, whatever else you configure. That is a property of the system, not a setting.
• What you approve is your decision. Approving a reprice, a listing, a description or a message makes it your act. This is true whether a person or an autonomy setting you chose did the approving.
• Generated text can be wrong. Descriptions and drafted replies are produced from recorded facts and held to them by guards, and guards catch classes of error rather than every instance. Review anything before it goes to a customer or onto a public page.
• Analysis can be wrong too, particularly on small samples. It tells you the sample size for exactly that reason.

Nothing the agents do is a substitute for the exercise of your own commercial judgement, and we do not accept responsibility for a business decision you made because the software suggested it.

10Acceptable use

Do not:

• Resell, sublicense, rent or run a service bureau on the service for dealerships that are not yours, without our written agreement.
• Copy, decompile or reverse engineer it, or try to derive its source, except where the law says you may despite a term like this one.
• Attempt to reach another tenant's data, test its isolation, or probe the service's security without our written permission. Tell us what you find at hello@lotagent.co — we would rather hear it from you, and we will not pursue anyone who reports a genuine finding in good faith and does not exploit or disclose it.
• Evade rate limits, scrape the public surfaces in bulk, or use the public inventory API or MCP endpoint to build an aggregation or a competing product.
• Share or misuse an MCP token, which carries a user's own access.
• Upload malware, or content that is unlawful, infringing, defamatory or obscene.
• Use the service to harass consumers, to send messages without lawful consent, or to run any deceptive practice.
• Use it to make credit, employment or housing decisions about individuals. It is not built for that and holds none of the data it would need.
• Misrepresent a unit, a price, or the condition of anything you are selling.

11Fees, trials and what expiry stops

It is currently free. There is no published price, no card form and no payment provider connected. New accounts start on a trial whose length is a platform setting; you can ask to convert from the billing screen, and conversion is handled by us directly.

If we introduce charges, we will give you at least 30 days' notice by email before anything becomes payable, and you can decline by leaving with your data (§12). We will not charge a card we never asked for.

What happens when a trial ends — and the shape of this is deliberate, because expiry stops the things that are ours before the things that are yours:

Nothing is ever deleted for non-payment. Not the inventory, not the conversations, not the deals.

12Your data

• You own it. Your inventory, customers, conversations, deals, service records, photographs and everything else you put in or that arrives through a page we host for you.
• You grant us a licence to host, store, copy, transmit, display and process it solely to provide and support the service to you, and to make backups. That licence exists for no other purpose and ends when the data is deleted.
• We will not sell it, share it for advertising, or use it to train an AI model — ours or anyone else's. We will not use it to market to your customers, and we will not use it to build a competing product.
• We may use aggregated, de-identified figures to operate and improve the service — how often a feature is used, how long a query takes. Never in a form that identifies your dealership, your customers or any individual, and never as model training material.
• Export is free and always available, including after a trial has lapsed. There is no exit fee, no notice period and nothing held back to make leaving harder.
• Our staff access your account only to operate or support the service. Doing so is time-boxed, requires a stated reason, is logged against the individual, and cannot approve anything on your behalf. The privacy policy has the detail.

13Privacy and your customers' data

For your customers' personal information, you are the controller and we are your processor. We handle it to provide the service, on your instructions, and for no purpose of our own. The privacy policy sets out how, where it is stored, who else processes it, and how long it is kept; it forms part of this agreement.

You are responsible for having a lawful basis for what you collect, for giving your customers whatever notice your jurisdiction requires, and for answering their requests about their own information. If a request comes to us instead, we will pass it to you, tell the person we have done so, and help you answer it. We will not alter or delete your records on a third party's say-so; that decision is yours.

We will tell you without undue delay if a security breach affects your data.

14Third-party services and your own keys

• Where you connect your own model provider key, inference runs under your account with that vendor, on your bill, and their terms and data-retention policy govern it. The key is encrypted at rest and never displayed back to you.
• Where you drive your account from your own assistant over MCP, that assistant is yours and we are not responsible for what it does with the access you gave it. Whether it may read customer message text is a separate setting and is off until a manager turns it on.
• Valuation providers, lenders, marketplaces and accounting software are your relationships and your contracts. Configuring one in LotAgent does not make us a party to it.
• We are not responsible for a third party's outage, error, price change or withdrawal, and a third party's failure is not our breach.

15Intellectual property and feedback

We own the service, the software, the designs and everything in them, apart from your data. You get a non-exclusive, non-transferable right to use it while this agreement lasts, and nothing else transfers.

If you send us feedback or a suggestion, we may use it without obligation or payment. That is not a claim on anything of yours — it is so that acting on a good idea does not require a contract first.

16Disclaimers

17Limitation of liability

18Indemnity

You will defend and indemnify us against third-party claims, and against the resulting losses, damages and reasonable legal costs, arising out of:

• your data, your listings, your advertised prices and your disclosures;
• messages sent to your customers — including any claim under the TCPA, CASL or a state analogue;
• your use of the service in breach of §8 or §10, or in breach of any law;
• a dispute between you and a customer, a lender, a marketplace or a supplier.

We will tell you promptly about any such claim, let you control the defence of it (though we may participate with our own counsel at our cost), and not settle it in a way that admits fault on your part without your agreement.

19Suspension and termination

• You may stop at any time, for any reason, with no notice period and no exit fee. Export first (§12), or ask us and we will help.
• We may terminate on 30 days' written notice. If we ever shut the service down, you get at least 90 days' notice and help exporting.
• We may suspend an account immediately where there is a serious security risk, unlawful use, a breach of §10, or a legal obligation to do so. We will tell you why, restore access as soon as the cause is resolved, and — because §11's design is the point — we will not use suspension as a collection tactic.
• On termination your data is kept for 30 days so it can be exported, then deleted within a further 60 days. Ask us to delete it sooner and we will. Backups rotate out on their own schedule.
• Sections 12, 13, 15, 16, 17, 18, 20 and 21 survive termination, along with anything else that by its nature should.

20Governing law and disputes

This agreement is governed by the laws of the Province of Ontario and the federal laws of Canada that apply in it, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The courts of Ontario have exclusive jurisdiction, and both parties submit to them. If you are a US dealership, that is a real consequence of signing up and you should read it as one.

Talk to us first. Before starting anything formal, email hello@lotagent.co describing the problem and what you want, and give us 30 days to resolve it. Most things end there, and this step costs you nothing.

Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

21Changes, and the rest

• Changes. We may update these terms. The date at the top changes with them. For a material change we will email account owners at least 30 days before it takes effect; continuing to use the service after that is acceptance, and if it is not acceptable you may leave under §19 with your data. Changes are never retroactive.
• Notices. To you, by email to the account owner's address or in the console. To us, by email to hello@lotagent.co. Keep your address current.
• Assignment. You may not assign this agreement without our consent, except to a buyer of your business who takes it on in full. We may assign it to a successor or to an entity we later incorporate to operate LotAgent, on notice to you.
• Independent parties. Nothing here creates a partnership, joint venture, agency or employment relationship. We are not your agent and cannot bind you to anyone.
• Severability. If a provision is unenforceable, it is limited or severed to the least extent necessary and the rest stands.
• No waiver. Not enforcing something once does not waive it.
• Force majeure. Neither party is liable for a failure caused by something genuinely outside its reasonable control, though this does not excuse payment obligations.
• Entire agreement. These terms and the privacy policy are the whole agreement about the service and replace anything said before it, except for a separate signed agreement, which prevails over these terms where it conflicts.

Questions about any of this go to hello@lotagent.co, and reach a person.