Legal

Terms and Conditions of Use

Effective Date: June 3, 2026|Last Revised: June 3, 2026

Binding terms for the CarXprt AI automotive marketplace, concierge services, and subscriptions.

PLEASE READ THESE TERMS AND CONDITIONS ("Agreement" OR "Terms") CAREFULLY BEFORE ACCESSING, BROWSING, OR USING THE CARXPRT PLATFORM, MOBILE APPLICATION, WEBSITE, OR ANY ASSOCIATED FEATURES, TOOLS, OR SERVICES (COLLECTIVELY, THE "Platform"). THIS AGREEMENT CONSTITUTES A LEGALLY BINDING CONTRACT BETWEEN YOU ("User," "you," or "your") AND ALTAKLABS INC., A DELAWARE CORPORATION DOING BUSINESS AS 'CarXprt' (collectively, 'CarXprt,' 'Company,' 'we,' 'us,' or 'our'). BY CLICKING "I AGREE," BY CREATING AN ACCOUNT, OR BY ACCESSING OR USING ANY PORTION OF THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND IRREVOCABLY AGREE TO BE BOUND BY THESE TERMS, THE PRIVACY POLICY INCORPORATED HEREIN BY REFERENCE, AND ALL APPLICABLE LAWS. IF YOU DO NOT AGREE, IMMEDIATELY CEASE ALL USE OF THE PLATFORM.

Section 1 | Corporate Identity, Governing Law & Jurisdictional Anchor

1.1 Corporate Identity

The Platform is owned and operated by ALTAKLABS, Inc., a corporation duly organized and validly existing under the General Corporation Law of the State of Delaware (8 Del. C. § 101 et seq.). All references herein to "CarXprt," "Company," "we," "us," or "our" refer exclusively to ALTAKLABS, Inc. No prior trade names, fictitious business names, predecessor entities, or historical corporate identities are a party to this Agreement or have any legal relevance hereto.

1.2 Governing Law

This Agreement, and all disputes, rights, obligations, or liabilities arising out of or related to it or the Platform, shall be exclusively governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice-of-law provisions, conflict-of-laws rules, renvoi doctrines, or any principles that would cause the application of the laws of any other jurisdiction.

1.3 Statutory Venue & Dispute Resolution

Subject to Section 18 (Arbitration Agreement) below, you irrevocably consent to the exclusive personal jurisdiction and venue of the state courts sitting in New Castle County, Delaware, or, to the extent federal jurisdiction exists, the United States District Court for the District of Delaware, for any judicial proceeding arising out of or relating to this Agreement or the Platform. For binding arbitration, the seat shall be Wilmington, Delaware, conducted pursuant to the Delaware Uniform Arbitration Act, 10 Del. C. § 5701 et seq. You hereby irrevocably and unconditionally waive any objection to personal jurisdiction, venue, or the convenience of such forum.

Section 2 | Platform Description & Service Characterization

2.1 Nature of the Platform

CarXprt provides an AI-driven automotive marketplace and concierge platform offering informational tools, vehicle search and discovery features, AI-powered chatbot assistance, data analytics, and facilitated connections to third-party automotive service providers, dealerships, lenders, and insurers. The Platform is strictly a technology intermediary and information aggregation service.

2.2 AI Chatbot Service Characterization

The AI conversational assistant feature embedded within the Platform is expressly characterized and legally defined as an "automated informational concierge service" ("AI Concierge"). The AI Concierge is a software service, not a manufactured product, and accordingly is not subject to strict products liability claims under California common law, the Restatement (Third) of Torts: Products Liability, or analogous statutes in any jurisdiction. Outputs generated by the AI Concierge are produced via automated heuristic probabilistic language models and do not constitute, and shall not be construed as, formal financial advice, lending recommendations, legal counsel, insurance guidance, or certified automotive appraisal or valuation.

2.3 No Dealer, Broker, Lender, or Fiduciary Status

CarXprt does NOT, under any circumstances: (a) sell, lease, or finance vehicles; (b) act as a licensed automotive dealer or auto broker under any state motor vehicle dealer licensing statutes; (c) act as a financial lender, mortgage originator, or credit provider; (d) act as a licensed insurance agent, broker, underwriter, or surplus lines carrier; or (e) act as a fiduciary, investment advisor, or trustee under any federal or state law. ALL TRANSACTIONS occur exclusively between the User and independent third-party providers, and CarXprt has no responsibility or liability with respect thereto.

Section 3 | User Eligibility & Account Responsibilities

3.1 Eligibility

You represent and warrant that you are: (a) at least eighteen (18) years of age or the age of legal majority in your jurisdiction, whichever is greater; (b) legally competent to enter into binding contracts; and (c) not prohibited from using the Platform under any applicable federal, state, or local law or regulation.

3.2 Account Security

You are solely responsible for maintaining the confidentiality and security of your account credentials and for all activities that occur under your account. You agree to notify CarXprt immediately at legal@CarXprt.com of any unauthorized access or suspected security breach. CarXprt shall bear no liability for losses or damages arising from your failure to safeguard your credentials.

3.3 User Responsibilities

You agree to: (a) verify all information obtained through the Platform independently before reliance; (b) evaluate all third-party providers independently; (c) assume sole responsibility for all decisions made based on Platform outputs or AI Concierge responses; and (d) comply with all applicable laws in connection with your use of the Platform.

3.4 Prohibited Use

You may not: (a) use the Platform for any unlawful purpose or in violation of any applicable law or regulation; (b) scrape, crawl, index, mine, or harvest data from the Platform without express written authorization; (c) reverse-engineer, decompile, disassemble, or attempt to derive the source code of any software component; (d) transmit malicious code, viruses, or disruptive scripts; (e) circumvent any billing, security, authentication, or access control mechanism; (f) impersonate any person or entity; or (g) use the Platform to facilitate any fraudulent, abusive, or tortious conduct.

Section 4 | Intellectual Property

4.1 Ownership

All content, features, functionality, data compilations, algorithms, machine learning models, source code, user interface designs, trademarks, logos, trade dress, and other intellectual property embodied in or accessible through the Platform (collectively, "CarXprt IP") are the exclusive property of CarXprt or its licensors and are protected under the Copyright Act of 1976, the Lanham Act, the Defend Trade Secrets Act, applicable Delaware trade secret law, and international intellectual property conventions. No rights or licenses are granted to you except as expressly set forth herein.

4.2 Limited License to Users

Subject to your compliance with these Terms, CarXprt grants you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the Platform solely for your personal, non-commercial, lawful purposes. This license does not include the right to resell, distribute, or create derivative works of any CarXprt IP.

Section 5 | Subscription Tiers, Billing & Non-Refund Policy

5.0 Merchant of Record and Billing Entity

All subscription plans, fees, charges, and payment obligations under this Agreement are offered, administered, invoiced, and collected by ALTAKLABS INC., a Delaware corporation doing business as CarXprt. Any reference to “CarXprt” in connection with subscriptions, billing, payments, refunds, or account charges shall mean ALTAKLABS INC. acting through the CarXprt platform

5.1 Subscription Plans

CarXprt offers the following monthly subscription plans. All pricing is in United States Dollars (USD). CarXprt reserves the right to modify pricing upon thirty (30) days' notice posted to the Platform.

PlanPriceKey FeaturesSupport & Access
Free Plan$0 / Mo.Platform discovery, vehicle browsing, basic search filtersSelf-service only; no human assistant access; no AI voice search
Plus Plan$59 / Mo.Advanced filtering tools, limited AI voice-assisted search queries, enhanced analytics dashboardsSelf-service; priority chatbot support; no human assistant access
Pro Plan$799 / Mo.All Plus features plus full managed deal support, unlimited AI voice searches, custom deal alertsDedicated human concierge assistance (administrative facilitation only — see Section 7)

5.2 Billing Terms

All subscription fees are billed monthly in advance on a recurring basis to the payment method on file as of the first day of each billing cycle. By subscribing, you authorize CarXprt to charge your designated payment method for the applicable subscription fee and any applicable taxes on each monthly billing date without further authorization from you.

5.3 Non-Refundability

ALL SUBSCRIPTION FEES ARE ENTIRELY NON-REFUNDABLE. NO CREDITS, REFUNDS, OR PRO-RATED ADJUSTMENTS SHALL BE ISSUED FOR: (A) ANY PARTIAL MONTHS OF SERVICE; (B) PERIODS DURING WHICH YOU DID NOT ACCESS THE PLATFORM; (C) DOWNGRADE OR CANCELLATION AT ANY POINT WITHIN A BILLING CYCLE; OR (D) ANY OTHER REASON WHATSOEVER, EXCEPT AS REQUIRED BY APPLICABLE LAW.

5.4 Cancellation Policy

You may cancel your subscription at any time. However, to avoid being charged for the next billing cycle, you must submit your cancellation request no fewer than forty-eight (48) hours before the scheduled renewal date. Cancellation requests received within the forty-eight (48) hour buffer shall be effective as of the following billing cycle, and the current period's fee shall not be refunded.

5.5 Failed Payments

In the event of a failed payment, CarXprt may suspend or restrict access to the Platform immediately without notice until the delinquent amount is collected. CarXprt may also impose a service reinstatement fee. Persistent non-payment may result in permanent termination of your account.

Section 6 | Third-Party Interactions & Disclaimer

6.1 No Responsibility for Third Parties

CarXprt acts exclusively as a technology intermediary facilitating connections between Users and independent third-party automotive dealers, financial lenders, insurance providers, and other service providers (collectively, "Third-Party Providers"). CarXprt is not responsible for, and expressly disclaims all liability arising from: (a) vehicle condition, defects, title encumbrances, or legal compliance; (b) representations, warranties, or omissions made by Third-Party Providers; (c) financing terms, credit approvals, or insurance policy outcomes; (d) the performance, conduct, or solvency of any Third-Party Provider; or (e) any consequential harm arising from User reliance on Third-Party Provider representations.

6.2 Independent Evaluation Required

You acknowledge that all interactions with Third-Party Providers require your independent due diligence, including but not limited to vehicle inspections, independent appraisals, review of financing terms, and review of insurance terms and conditions. CarXprt's facilitation of a connection does not constitute an endorsement, recommendation, or guaranty of any Third-Party Provider.

Section 7 | Human Assistant Concierge Service (Pro Plan)

7.1 Scope of Human Assistant Services

The "We Manage Deals" human concierge feature included in the Pro Plan tier provides access to CarXprt-employed or contracted human assistants ("Concierge Assistants"). Concierge Assistants are engaged strictly as administrative facilitators and strategic optimization conduits acting at the express, direct, and lawful instruction of the subscribing User. Concierge Agents will assist with activities such as compiling vehicle listing information, coordinating communications with Third-Party Providers, aggregating deal parameters, and organizing transactional logistics as directed by the User.

7.2 No Authority to Bind

Concierge Assistants possess NO actual, apparent, ostensible, or implied authority to: (a) legally bind the User to any vehicle purchase, sales contract, lease agreement, financing arrangement, insurance contract, or any other legal obligation; (b) legally bind CarXprt to any warranty, guaranty, or representation regarding a Third-Party Provider or vehicle transaction; or (c) execute, sign, or accept any legal document on behalf of the User or CarXprt. EVERY TRANSACTION REQUIRES THE USER'S FINAL, INDEPENDENT, AND MANUAL REVIEW AND EXECUTION. No action, statement, or communication by a Concierge Assistant creates or modifies any contractual obligation without the User's explicit written confirmation.

7.3 No Agency or Fiduciary Relationship

The provision of Concierge Assistant services does not create an agency, employment, joint venture, partnership, broker-client, or fiduciary relationship between any Concierge Agent and the User. Concierge Assistants are not licensed automotive dealers, auto brokers, real estate agents, financial advisors, insurance agents, or attorneys, and nothing in their communications shall be construed as professional advice in any such capacity.

Section 8 | AI Chatbot Data Ingestion, Training & Commercial Data Exploitation

8.0 Data Controller and Platform Operator

ALTAKLABS INC., a Delaware corporation doing business as CarXprt, is the owner and operator of the Platform and is the entity responsible for the collection, use, storage, disclosure, sale, sharing, licensing, processing, and monetization of Chatbot Data and other personal information collected through the Platform. References to "CarXprt" in this Section refer to ALTAKLABS INC. acting through its CarXprt-branded platform.

8.1 Data Ingestion Disclosure

By using the AI Concierge or any other AI-powered feature of the Platform, you expressly acknowledge and consent that any and all text, queries, vehicle preferences, financial inputs, budget information, geographic parameters, vehicle identification data, telemetry, and conversational data that you enter or transmit into the AI Concierge or any other Platform chatbot interface (collectively, "Chatbot Data") will be: (a) collected and retained by ALTAKLABS INC., doing business as CarXprt; (b) utilized for Platform optimization, algorithmic refinement, quality assurance, and internal large language model (LLM) and artificial intelligence (AI) training purposes; and (c) incorporated into CarXprt's proprietary AI model improvement processes.

8.2 Commercial Downstream Data Sharing

You further expressly acknowledge and consent that Chatbot Data and derived insights, in aggregated, de-identified, pseudonymized, or individually identifiable form (as applicable and subject to applicable privacy law), may be shared with, disclosed to, licensed to, sold to, or otherwise monetized with commercial third-party partners, including but not limited to: (a) automotive original equipment manufacturers (OEMs); (b) certified automotive dealerships and dealer networks; (c) financial lending institutions and credit providers; (d) insurance underwriters, brokers, and carriers; and (e) marketing analytics and data aggregation platforms. Such sharing constitutes part of ALTAKLABS INC., operating as CarXprt's core commercial data monetization model.

8.2A Ownershio of Data Assets

To the maximum extent permitted by applicable law, all rights, title, and interest in and to aggregated, anonymized, de-identified, derivative, analytical, statistical, and machine-learning-enhanced datasets generated through operation of the Platform shall be owned exclusively by ALTAKLABS INC. Nothing in this Agreement transfers ownership of such datasets or derivative works to any User.

8.3 Data Retention & Purging

Chatbot conversational logs retained on systems, databases, cloud infrastructure, and technology environments owned, controlled, or utilized by ALTAKLABS INC. and its service providers for a period of up to sixty (60) calendar days following the date of generation, after which such logs are subject to systematic purging in accordance with internal data lifecycle management policies of ALTAKLABS INC.

8.4 Downstream Transfer Disclaimer

CRITICAL NOTICE: ONCE CHATBOT DATA OR DERIVED INSIGHTS ARE TRANSMITTED TO AN EXTERNAL THIRD-PARTY PARTNER WITHIN THE 60-DAY RETENTION WINDOW, ALTAKLABS INC., ACTING THROUGH THE CARXPRT PLatform IRREVOCABLY RELINQUISHES ALL CONTROL OVER SUCH DATA. SUCH DATA BECOMES EXCLUSIVELY SUBJECT TO THAT THIRD PARTY'S INDEPENDENT PRIVACY POLICIES, DATA GOVERNANCE PRACTICES, AND SECURITY PROTOCOLS. ALTAKLABS INC. EXPRESSLY DISCLAIMS ALL JOINT, SEVERAL, VICARIOUS, SECONDARY, OR CONTRIBUTORY LIABILITY FOR ANY DOWNSTREAM DATA BREACHES, UNAUTHORIZED ACCESS, MISUSE, UNAUTHORIZED SALE, OR RE-DISCLOSURE OF SUCH DATA BY ANY THIRD-PARTY PARTNER. USERS ACKNOWLEDGE AND AGREE THAT THEIR SOLE RECOURSE WITH RESPECT TO DOWNSTREAM DATA MISUSE IS AGAINST THE APPLICABLE THIRD-PARTY PARTNER PURSUANT TO THAT PARTY'S OWN PRIVACY POLICY AND APPLICABLE LAW.

8.5 Privacy Law Designation

For purposes of the California Consumer Privacy Act (CCPA), California Privacy Rights Act (CPRA), Texas Data Privacy and Security Act (TDPSA), Colorado Privacy Act (CPA), Virginia Consumer Data Protection Act (VCDPA), Connecticut Data Privacy Act (CTDPA), Utah Consumer Privacy Act (UCPA), and similar laws, ALTAKLABS INC. shall be the entity responsible for responding to consumer rights requests and complying with applicable privacy obligations.

Section 9 | Disclaimer of Warranties

The following warranty disclaimers are set forth in conspicuous formatting in satisfaction of the notice requirements of the Delaware Uniform Commercial Code, 6 Del. C. § 2-316, and applicable common law.

THE PLATFORM, AI CONCIERGE, ALL CONTENT, ALL DATA OUTPUTS, ALL ANALYTICAL TOOLS, AND ALL SERVICES ARE PROVIDED STRICTLY ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS, STATUTORY, OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED UNDER DELAWARE LAW, CARXPRT HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION: (I) THE IMPLIED WARRANTY OF MERCHANTABILITY; (II) THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (III) THE IMPLIED WARRANTY OF NON-INFRINGEMENT; (IV) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE; (V) ANY WARRANTY THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, TIMELY, SECURE, OR ACCURATE; AND (VI) ANY WARRANTY REGARDING THE COMPLETENESS, RELIABILITY, TIMELINESS, OR SUITABILITY OF ANY AI CONCIERGE OUTPUT, VEHICLE VALUATION ESTIMATE, PRICING SUGGESTION, FINANCIAL PROJECTION, OR INSURANCE RECOMMENDATION. CARXPRT MAKES NO WARRANTY THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.

AI CONCIERGE OUTPUTS ARE GENERATED VIA AUTOMATED PROBABILISTIC LANGUAGE MODELS AND ARE PROVIDED "AS IS." THEY DO NOT CONSTITUTE FORMAL FINANCIAL, LENDING, LEGAL, INSURANCE, OR CERTIFIED AUTOMOTIVE VALUATION ADVICE. USER RELIANCE ON ANY AI CONCIERGE OUTPUT IS ENTIRELY AT THE USER'S OWN RISK. CARXPRT EXPRESSLY DISCLAIMS LIABILITY FOR ANY CLAIM BASED UPON NEGLIGENCE, MISREPRESENTATION, STRICT PRODUCTS LIABILITY, OR ANY OTHER THEORY ARISING FROM RELIANCE ON AI CONCIERGE OUTPUTS.

Section 10 | Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE DELAWARE LAW AND FEDERAL LAW: (A) ALTAKLABS INC., DOING BUSINESS AS CARXPRT, AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, SUCCESSORS, AND ASSIGNS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION: LOST PROFITS; LOST DATA; DATA CORRUPTION; GOODWILL IMPAIRMENT; BUSINESS INTERRUPTION; COST OF SUBSTITUTE GOODS OR SERVICES; LOSS OF VEHICLE PURCHASE OPPORTUNITY; OR FINANCIAL LOSSES ARISING FROM AI CONCIERGE ALGORITHMIC OUTPUTS, CHATBOT ERRORS, OR AUTOMATED DECISION-MAKING PROCESSES — REGARDLESS OF WHETHER ALTAKLABS INC. WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE); AND (B) ALTAKLABS INC.’S TOTAL CUMULATIVE AGGREGATE MONETARY LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM SHALL NOT EXCEED THE LESSER OF: (I) ONE HUNDRED DOLLARS ($100.00 USD), OR (II) THE TOTAL AMOUNTS ACTUALLY PAID BY YOU TO CARXPRT IN THE TWELVE (12) CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE FOREGOING LIMITATIONS APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND ANY OTHER TORT OR STATUTORY CLAIM. IF ANY JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE FOREGOING LIMITATION SHALL APPLY TO THE FULLEST EXTENT PERMISSIBLE. THESE LIMITATIONS ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.

FOR THE AVOIDANCE OF DOUBT, CARXPRT IS A BRAND NAME, TRADE NAME, AND TECHNOLOGY PLATFORM OPERATED BY ALTAKLABS INC. AND IS NOT A SEPARATE LEGAL ENTITY. ALL LIABILITY LIMITATIONS, DISCLAIMERS, RELEASES, WAIVERS, AND PROTECTIONS SET FORTH IN THIS AGREEMENT SHALL APPLY TO ALTAKLABS INC., ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, SUCCESSORS, AND ASSIGNS.

Section 11 | General Release & California Civil Code § 1542 Waiver

11.1 General Release

To the fullest extent permitted by applicable law, you hereby release, acquit, and forever discharge CarXprt, its officers, directors, employees, agents, licensors, Concierge Agents, successors, and assigns from any and all claims, demands, actions, causes of action, suits, proceedings, damages, losses, costs, and expenses (including attorneys' fees) of every kind and nature, known and unknown, suspected and unsuspected, which you have, had, or may have arising out of or in any way connected with: (a) any Third-Party Provider transaction, interaction, or dispute; (b) any vehicle purchase, lease, or financing arrangement; (c) any reliance on AI Concierge outputs, pricing estimates, or Platform analytics; or (d) the use of any CarXprt feature or service.

11.2 California Civil Code § 1542 Waiver

With respect to the general release set forth in Section 11.1, you expressly waive and relinquish all rights and benefits afforded by California Civil Code Section 1542, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY." You further waive the protections of any statute, law, or legal principle of any jurisdiction that is similar, comparable, or equivalent in substance to California Civil Code Section 1542, including but not limited to any comparable statutes of any other U.S. state. You acknowledge that you may hereafter discover facts different from or in addition to those currently known to you, and you agree that the release set forth in Section 11.1 shall remain in full force and effect notwithstanding the discovery of such different or additional facts.

Section 12 | Indemnification

You agree to indemnify, defend, and hold harmless ALTAKLABS INC., doing business as CarXprt, together with its parents, subsidiaries, affiliates, shareholders, directors, officers, employees, contractors, agents, Concierge Agents, licensors, service providers, successors, assigns, and the CarXprt-branded platform and related services (collectively, the "Indemnified Parties") from and against any and all claims, demands, actions, proceedings, damages, judgments, liabilities, losses, penalties, fines, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to: (a) your access to or use of the Platform; (b) your breach or alleged breach of any representation, warranty, covenant, or obligation under this Agreement; (c) your violation of any applicable federal, state, or local law, regulation, or third-party right; (d) your disputes with any Third-Party Provider; (e) any misrepresentation made by you; or (f) any Chatbot Data you submit that violates applicable law or third-party rights. CarXprt reserves the right, at its sole discretion, to assume exclusive control over the defense and settlement of any matter subject to indemnification by you, and you agree to cooperate fully with CarXprt in connection therewith at your expense.

Section 13 | Assumption of Risk

YOU EXPRESSLY ACKNOWLEDGE AND ASSUME ALL RISKS ASSOCIATED WITH: (a) the accuracy, completeness, reliability, or timeliness of any AI Concierge outputs, vehicle valuations, pricing estimates, or financial projections; (b) any vehicle transaction, including vehicle condition, title status, financing terms, and insurance coverage; (c) all interactions with Third-Party Providers; (d) the potential disclosure, breach, or misuse of Chatbot Data by downstream Third-Party Partners; and (e) any interruption, suspension, or termination of Platform functionality. You agree that your use of the Platform is voluntary and at your sole risk.

Section 14 | State-Specific Privacy, Data Rights & Opt-Out Disclosures

14.0 Privacy Rights Summary

CarXprt processes personal information in compliance with applicable U.S. state privacy laws. The following subsections set forth state-specific disclosures and consumer rights. The table below provides a jurisdiction-level reference summary, with full operative provisions detailed in each subsection thereafter.

StateStatuteConsumer Rights ProvidedOpt-Out Mechanism
CaliforniaCCPA / CPRA (Cal. Civ. Code § 1798.100 et seq.)Know, Delete, Correct, Opt-Out of Sale/Share, Limit SPI UseDo Not Sell or Share My Personal Information
TexasTDPSA (Tex. Bus. & Com. Code § 541.001 et seq.)Know, Delete, Correct, Opt-Out of Targeted Ads/Sale/ProfilingYour Privacy Choices
ColoradoCPA (Colo. Rev. Stat. § 6-1-1301 et seq.)Access, Delete, Correct, Opt-Out (incl. GPC/UOOM recognition)Your Privacy Choices
VirginiaVCDPA (Va. Code Ann. § 59.1-575 et seq.)Confirm, Correct, Delete, Opt-Out of Targeted Ads/Sale/ProfilingYour Privacy Choices
ConnecticutCTDPA (Conn. Gen. Stat. § 42-515 et seq.)Access, Delete, Correct, Opt-Out; Opt-In required for Sensitive DataYour Privacy Choices
UtahUCPA (Utah Code § 13-61-101 et seq.)Know, Delete, Opt-Out of Sale/Targeted AdvertisingYour Privacy Choices

14.1 California — California Consumer Privacy Act / California Privacy Rights Act (CCPA/CPRA)

Applicable Law: Cal. Civ. Code § 1798.100 et seq. For purposes of the CCPA and CPRA, CarXprt is a "Business" as defined therein. The transfer of Chatbot Data and derived insights to automotive manufacturers, certified dealerships, financial lending institutions, and insurance underwriters constitutes a "sale" and/or "sharing" of personal information for purposes of cross-context behavioral advertising, as those terms are defined under the CCPA/CPRA. California consumers have the following rights: (a) the right to know what personal information CarXprt collects, uses, discloses, and sells or shares; (b) the right to delete personal information, subject to applicable exceptions; (c) the right to correct inaccurate personal information; (d) the right to opt out of the sale or sharing of personal information; (e) the right to limit the use and disclosure of sensitive personal information (SPI); and (f) the right of non-discrimination for exercising any CCPA/CPRA rights. A clearly and conspicuously displayed "Do Not Sell or Share My Personal Information" link is available on the Platform's homepage and Account Settings page. CarXprt maintains SPI scrubbing protocols whereby Sensitive Personal Information, as defined by Cal. Civ. Code § 1798.121, is segregated and excluded from commercial data-sharing streams unless the User provides explicit opt-in consent.

14.2 Texas — Texas Data Privacy and Security Act (TDPSA)

Applicable Law: Tex. Bus. & Com. Code § 541.001 et seq. Texas consumers have the following rights: (a) the right to confirm whether CarXprt is processing personal data concerning the consumer and to access such data; (b) the right to correct inaccuracies in personal data; (c) the right to delete personal data provided by or obtained about the consumer; (d) the right to obtain a portable copy of personal data; and (e) the right to opt out of: (i) the processing of personal data for purposes of targeted advertising; (ii) the sale of personal data to third parties; and (iii) automated profiling that produces a legal or similarly significant effect on the consumer, including profiling that affects consumer access to financial credit, insurance pricing, or vehicle financing terms. To exercise these rights, Texas consumers may use the "Your Privacy Choices" toggle available in Account Settings, or submit a verified request to privacy@CarXprt.com.

14.3 Colorado — Colorado Privacy Act (CPA)

Applicable Law: Colo. Rev. Stat. § 6-1-1301 et seq. Colorado consumers have the following rights: (a) the right to access personal data; (b) the right to correct inaccuracies; (c) the right to delete personal data; (d) the right to obtain a portable copy of personal data in a readily usable format; and (e) the right to opt out of: (i) targeted advertising; (ii) the sale of personal data; and (iii) automated profiling that produces a legal or similarly significant effect — specifically including profiling that produces effects on financial, lending, or insurance terms offered to the consumer. CarXprt recognizes and honors Universal Opt-Out Mechanisms (UOOMs), including the Global Privacy Control (GPC) browser signal, as a valid exercise of the Colorado consumer's opt-out right pursuant to Colo. Rev. Stat. § 6-1-1306(1)(a)(IV). Receipt of a GPC signal will be processed within fifteen (15) business days.

14.4 Virginia — Virginia Consumer Data Protection Act (VCDPA)

Applicable Law: Va. Code Ann. § 59.1-575 et seq. Virginia consumers have the following rights: (a) the right to confirm whether CarXprt is processing personal data concerning the consumer and to access such personal data; (b) the right to correct inaccuracies in personal data, including Chatbot Data ingested through the AI Concierge; (c) the right to delete personal data provided by or obtained about the consumer; (d) the right to obtain a portable copy of personal data; and (e) the right to opt out of: (i) the processing of personal data for targeted advertising; (ii) the sale of personal data; and (iii) profiling in furtherance of decisions that produce legal or similarly significant effects concerning the consumer. To exercise any VCDPA right, Virginia consumers may submit an authenticated request through the "Your Privacy Choices" portal or by emailing privacy@CarXprt.com. CarXprt will respond to authenticated consumer requests within forty-five (45) days, with one potential forty-five (45) day extension as permitted by the VCDPA.

14.5 Connecticut — Connecticut Data Privacy Act (CTDPA)

Applicable Law: Conn. Gen. Stat. § 42-515 et seq. Connecticut consumers have the following rights: (a) the right to confirm, access, correct, and delete personal data; (b) the right to obtain a portable copy of personal data; and (c) the right to opt out of targeted advertising, the sale of personal data, and automated profiling producing significant decisions. CarXprt strictly prohibits the processing of sensitive data — as defined under Conn. Gen. Stat. § 42-516 — without explicit opt-in consent from Connecticut consumers. Connecticut consumers may revoke consent to data sharing and AI profiling at any time by activating the opt-out toggle in the "Your Privacy Choices" portal or by contacting privacy@CarXprt.com. Revocation of consent will be honored within fifteen (15) business days. CarXprt will honor opt-out requests made via the Global Privacy Control where technically feasible.

14.6 Utah — Utah Consumer Privacy Act (UCPA)

Applicable Law: Utah Code § 13-61-101 et seq. Utah consumers have the following rights: (a) the right to know and confirm what personal data CarXprt collects and processes; (b) the right to delete personal data provided by the consumer; (c) the right to obtain a portable copy of personal data in a readily usable format; and (d) the right to opt out of: (i) the sale of personal data to third parties; and (ii) the processing of personal data for targeted advertising. To exercise UCPA rights, Utah consumers may submit a request through the "Your Privacy Choices" portal in Account Settings or via email to privacy@CarXprt.com.

14.7 Unified Global Privacy Opt-Out Interface

CarXprt provides a single, unified backend privacy management interface accessible via the "Your Privacy Choices" link prominently displayed in the Platform's footer, homepage, and Account Settings page. This interface enables Users from any jurisdiction — including but not limited to all states enumerated in this Section 14 — to activate a single universal opt-out toggle that simultaneously exercises: (a) the right to opt out of the sale or sharing of personal information (California CCPA/CPRA); (b) the right to opt out of targeted advertising (Texas, Colorado, Virginia, Connecticut, Utah); (c) the right to opt out of automated profiling producing significant effects (Colorado, Virginia, Connecticut, Texas); and (d) any other state-specific opt-out right for which a universal mechanism is technically and legally applicable. Activation of the universal opt-out toggle will be implemented within fifteen (15) business days.

Section 15 | Term & Termination

15.1 Term

This Agreement commences on the date you first access the Platform or create an account and continues until terminated in accordance with this Section.

15.2 Termination by CarXprt

CarXprt may suspend, restrict, or permanently terminate your access to the Platform at any time, with or without cause, and with or without notice, at CarXprt's sole discretion. CarXprt shall not be liable to you or any third party for any consequences arising from such termination.

15.3 Effect of Termination

Upon termination of this Agreement: (a) all licenses granted to you hereunder immediately terminate; (b) your right to access or use the Platform ceases; (c) CarXprt may, but is not obligated to, delete your account and associated data in accordance with its data retention policies; and (d) the following provisions shall survive and remain in full force: Sections 1, 8, 9, 10, 11, 12, 13, 18, 19, 21, 22, 23, 24, 25, and 26.

Section 16 | Electronic Acceptance & Clickwrap Enforceability

Electronic acceptance of this Agreement is valid, binding, and enforceable under: (a) the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 15 U.S.C. § 7001 et seq.; (b) the Uniform Electronic Transactions Act (UETA) as adopted in Delaware, 6 Del. C. § 12A-101 et seq.; and (c) applicable federal and state electronic contracting jurisprudence. Enforceable electronic acceptance requires: (i) an affirmative, unchecked user action (e.g., clicking an "I Agree" button or checkbox) with clear notice of the Terms being accepted; (ii) clear proximity to and access to the full text of these Terms and the Privacy Policy; and (iii) system-level logging by CarXprt of the User's IP address, timestamp, device identifier, browser user-agent string, and the version number of the Terms accepted.

Section 17 | Force Majeure

CarXprt shall not be liable for any delay, non-performance, or failure to perform any obligation under this Agreement to the extent such delay or failure results from causes genuinely beyond CarXprt's reasonable control (each, a "Force Majeure Event"), including but not limited to: acts of God; natural disasters (earthquakes, floods, hurricanes, pandemics, epidemics); acts of war, terrorism, civil unrest, or governmental action; labor disputes or strikes; power grid failures; upstream cloud infrastructure outages or failures of third-party cloud hosting providers (including but not limited to AWS, Google Cloud, Microsoft Azure, or their successors); distributed denial-of-service (DDoS) attacks or other malicious cyber intrusions; satellite or telecommunications network blackouts; critical large language model (LLM) API provider downtime or capacity constraints (including downtime affecting foundational AI model providers whose services underpin the AI Concierge feature); or any other cause beyond CarXprt's reasonable anticipation or control. CarXprt shall notify Users of any Force Majeure Event affecting Platform availability within a commercially reasonable time. The occurrence of a Force Majeure Event shall not excuse User's payment obligations.

Section 18 | Binding Arbitration Agreement, Class Action Waiver & Jury Trial Waiver

18.1 Agreement to Arbitrate

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 18.6, YOU AND CARXPRT AGREE THAT ANY AND ALL DISPUTES, CLAIMS, OR CONTROVERSIES ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PLATFORM, THE AI CONCIERGE, ANY SUBSCRIPTION, ANY DATA PRACTICES, OR ANY ASPECT OF THE RELATIONSHIP BETWEEN THE PARTIES (COLLECTIVELY, "COVERED DISPUTES"), SHALL BE RESOLVED EXCLUSIVELY BY FINAL AND BINDING ARBITRATION PURSUANT TO THE DELAWARE UNIFORM ARBITRATION ACT, 10 Del. C. § 5701 et seq., WITH THE SEAT OF ARBITRATION IN WILMINGTON, DELAWARE.

18.2 Arbitration Administrator & Rules

Arbitration shall be administered by JAMS, Inc. in accordance with its Streamlined Arbitration Rules and Procedures (for claims under $250,000) or its Comprehensive Arbitration Rules and Procedures (for claims of $250,000 or more), as applicable. If JAMS is unavailable, the parties shall agree on an alternative administrator pursuant to the Delaware Uniform Arbitration Act. The arbitration shall be conducted by a single neutral arbitrator with expertise in commercial contract law and technology disputes.

18.3 Authority of Arbitrator

The arbitrator shall have exclusive authority to: (a) determine the threshold issues of arbitrability, jurisdiction, and enforceability of any provision of this Agreement; (b) rule on all dispositive and procedural motions; and (c) award any form of individual relief that would be available in a court of competent jurisdiction, subject to the limitations set forth in Section 10. The arbitrator shall issue a reasoned written award.

18.4 WAIVER OF JURY TRIAL

BY AGREEING TO THESE TERMS, YOU IRREVOCABLY AND UNCONDITIONALLY WAIVE YOUR CONSTITUTIONAL AND STATUTORY RIGHT TO A TRIAL BY JURY FOR ANY COVERED DISPUTE, TO THE FULLEST EXTENT PERMITTED UNDER THE LAWS OF THE STATE OF DELAWARE AND APPLICABLE FEDERAL LAW.

18.5 CLASS ACTION WAIVER

YOU AND CARXPRT IRREVOCABLY WAIVE THE RIGHT TO BRING OR PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, CONSOLIDATED ACTION, OR REPRESENTATIVE PROCEEDING OF ANY KIND AGAINST THE OTHER. ALL COVERED DISPUTES SHALL BE ARBITRATED OR LITIGATED SOLELY ON AN INDIVIDUAL BASIS. IF A COURT OF COMPETENT JURISDICTION DETERMINES THAT THE CLASS ACTION WAIVER IS UNENFORCEABLE WITH RESPECT TO A PARTICULAR CLAIM, THAT CLAIM SHALL BE SEVERED AND LITIGATED IN COURT, AND ALL OTHER CLAIMS SHALL PROCEED IN ARBITRATION ON AN INDIVIDUAL BASIS.

18.6 Exceptions to Arbitration

Notwithstanding the foregoing, either party may seek: (a) provisional injunctive or equitable relief from a court of competent jurisdiction in Delaware to protect its intellectual property rights or confidential information pending arbitration; and (b) relief in small claims court for claims within such court's jurisdiction, provided the dispute remains on an individual (non-class) basis throughout.

Section 19 | Severability

If any provision, clause, or portion of this Agreement is found by an arbitrator or court of competent jurisdiction to be invalid, illegal, void, or unenforceable under applicable law, that specific provision or portion shall be severed or modified to the minimum extent necessary to make it enforceable, while preserving the parties' original intent to the greatest extent possible. The invalidity or unenforceability of any provision shall not affect the validity or enforceability of any remaining provisions, which shall continue in full force and effect as if the severed provision had never been included.

Section 20 | Amendments & Modification of Terms

CarXprt reserves the absolute and unilateral right to modify, amend, supplement, or update these Terms at any time and for any reason, in its sole and exclusive discretion. Notification of material changes will be provided by posting the revised Terms to the Platform with an updated effective date and, where CarXprt deems appropriate, by sending an email notification to registered account holders. YOUR CONTINUED ACCESS TO OR USE OF THE PLATFORM FOLLOWING THE POSTING OF ANY MODIFIED TERMS SHALL CONSTITUTE YOUR IRREVOCABLE, BINDING, AND UNCONDITIONAL ACCEPTANCE OF THE AMENDED TERMS IN THEIR ENTIRETY. If you do not agree to the modified Terms, you must immediately cease all use of the Platform and cancel your subscription in accordance with Section 5.4.

Section 21 | Entire Agreement (Integration Clause)

This Agreement, together with the Privacy Policy and any other policies or guidelines expressly incorporated herein by reference, constitutes the entire, integrated, and exclusive legal agreement between you and CarXprt with respect to the Platform and its subject matter, and supersedes, replaces, and extinguishes all prior or contemporaneous negotiations, representations, warranties, understandings, proposals, offers, oral statements, written communications, advertisements, commitments, or agreements — regardless of form — between the parties relating to the same subject matter, including without limitation any and all prior trade names, fictitious business names, predecessor corporate identities, or historical entity names. No representation, warranty, or statement made outside of this Agreement shall be binding upon CarXprt unless expressly incorporated herein in writing.

Section 22 | No Waiver

No failure, delay, forbearance, or omission by CarXprt to exercise or enforce any right, power, remedy, or statutory provision under this Agreement, at law, or in equity shall operate as a present or prospective waiver of such right, power, remedy, or provision. No waiver of any breach, default, or non-performance shall be construed as a waiver of any subsequent breach, default, or non-performance of the same or any other provision. All waivers by CarXprt must be made expressly in writing and signed by an authorized officer of CarXprt to be effective.

Section 23 | Assignment

You may not assign, delegate, transfer, novate, or otherwise dispose of any of your rights, duties, obligations, or liabilities under this Agreement, in whole or in part, whether voluntarily, by operation of law, or otherwise, without CarXprt's express prior written consent, which may be withheld in CarXprt's sole discretion. Any purported assignment in violation of this Section shall be null, void, and of no legal effect.

ALTAK LABS INC. may freely and without restriction assign, transfer, novate, delegate, or otherwise dispose of any or all of its rights and obligations under this Agreement, in whole or in part, without notice to you or your consent, including but not limited to in connection with: (a) a merger, acquisition, or consolidation; (b) a corporate reorganization or restructuring; (c) a sale, transfer, or conveyance of all or substantially all of CarXprt's business or assets; or (d) any financing transaction. This Agreement shall be binding upon and inure to the benefit of CarXprt's successors and assigns.

Section 24 | Contractual Statute of Limitations

TO THE MAXIMUM EXTENT PERMITTED UNDER DELAWARE LAW, ANY CAUSE OF ACTION, CLAIM, COMPLAINT, DEMAND, OR DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PLATFORM, THE AI CONCIERGE, ANY SUBSCRIPTION, OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND CARXPRT (WHETHER IN CONTRACT, TORT, EQUITY, STATUTE, OR OTHERWISE) MUST BE FILED AND FORMALLY COMMENCED WITHIN ONE (1) YEAR AFTER THE DATE ON WHICH THE UNDERLYING CAUSE OF ACTION FIRST ACCRUED OR THE CLAIM FIRST AROSE, WHICHEVER IS EARLIER. FAILURE TO FILE AND FORMALLY COMMENCE WITHIN THIS ONE-YEAR CONTRACTUAL LIMITATION PERIOD OPERATES AS AN ABSOLUTE, PERMANENT, AND IRREVOCABLE CONTRACTUAL BAR TO BRINGING SUCH CLAIM, AND COMPLETELY OVERRIDES, SUPPLANTS, AND EXTINGUISHES ANY LONGER LIMITATION PERIODS PROVIDED UNDER ANY APPLICABLE STATE OR FEDERAL STATUTE OF LIMITATIONS. THIS CONTRACTUAL LIMITATIONS PERIOD IS A MATERIAL, BARGAINED-FOR TERM OF THIS AGREEMENT.

Section 25 | Miscellaneous Commercial Provisions

25.1 No Agency Relationship

Nothing in this Agreement shall create, or be construed to create, any agency, partnership, joint venture, employment, franchise, or fiduciary relationship between you and CarXprt. Neither party has the authority to bind the other in any manner whatsoever.

25.2 Notices

All legal notices to CarXprt under this Agreement must be submitted in writing by: (a) certified mail, return receipt requested, to the registered agent of ALTAKLABS INC. in the State of Delaware; or (b) email to legal@CarXprt.com with confirmation of receipt. Notices to Users shall be delivered to the email address associated with the User's account or posted to the Platform.

25.3 Headings

Section and subsection headings are for organizational convenience only and shall not affect the interpretation, construction, or legal effect of any provision of this Agreement.

25.4 Counterparts; Electronic Delivery

This Agreement may be accepted in electronic form and delivered by electronic means, each of which shall be deemed an original and all of which together shall constitute one and the same agreement.

25.5 Language

This Agreement has been drafted in the English language. In the event of any conflict between an English version and any translated version of this Agreement, the English version shall control and prevail.

Section 26 | Contact Information

For questions about these Terms, privacy rights requests, or subscription matters, you may contact CarXprt as follows:

  • ALTAKLABS INC.
  • Doing Business as (DBA): CARXPRT, Inc.
  • Legal Inquiries: legal@CarXprt.com
  • Privacy Requests: privacy@CarXprt.com
  • Billing Support: billing@CarXprt.com

BY ACCESSING OR USING THE CARXPRT PLATFORM, YOU IRREVOCABLY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE LEGALLY BOUND BY THESE TERMS AND CONDITIONS IN THEIR ENTIRETY.

©2026 ALTAKLABS INC. All rights reserved. CarXprt™ is a proprietary brand and trademark of ALTAKLABS INC. Governed by the laws of the State of Delaware.