Terms of Service

Welcome to LotSwap.io ("LotSwap," "we," "us," or "our"), a fee-free dealer-to-dealer vehicle marketplace owned and operated by StephensCode LLC, a Texas limited liability company.

By accessing or using the LotSwap platform, including our website, mobile applications, APIs, and all associated services (collectively, the "Platform"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you may not access or use the Platform.

These Terms constitute a legally binding agreement between you and StephensCode LLC. Please read them carefully before using the Platform.

LotSwap is a dealer-to-dealer marketplace. Access to the Platform is restricted to licensed motor vehicle dealers operating within the United States. By creating an account, you represent and warrant that:

• You hold a valid and current motor vehicle dealer license issued by your state of operation.
• You are authorized to act on behalf of the dealership associated with your account.
• You are at least 18 years of age.
• Your use of the Platform complies with all applicable federal, state, and local laws and regulations.

We reserve the right to verify your dealer license and deny or revoke access to any user who does not meet these eligibility requirements.

To use the Platform, you must create an account and complete our dealer verification process. When registering, you agree to:

• Provide accurate, current, and complete information during registration, including your dealership name, dealer license number, EIN, contact information, and any other required details.
• Maintain the accuracy of your account information and promptly update it if any changes occur.
• Keep your login credentials confidential and secure. You are responsible for all activity that occurs under your account.
• Maintain only one account per dealership. Creating multiple accounts for a single dealership is prohibited and may result in suspension or termination.

You must notify us immediately at legal@lotswap.io if you suspect any unauthorized use of your account.

LotSwap provides a marketplace platform that enables licensed motor vehicle dealers to:

• List vehicles — Create detailed vehicle listings with VIN decoding, photos, condition descriptions, aftermarket modifications, and pricing information.
• Message other dealers — Communicate directly with other verified dealers through our built-in messaging system.
• Negotiate offers — Submit, counter, accept, or decline offers with full deal breakdowns including vehicle values, boot money, and payment terms.
• Track wire verification — Use our wire verification tracking tools to monitor payment confirmation status between parties.
• Coordinate transport — Schedule and track vehicle transport through our integrated logistics coordination tools.

LotSwap acts solely as a platform facilitating connections between dealers. We are not a party to any transaction between dealers and do not guarantee the completion, quality, or outcome of any deal.

When creating listings on the Platform, you agree to the following:

• Accurate descriptions — All vehicle descriptions must be truthful and accurately represent the vehicle's condition, history, mileage, features, and any known defects or damage.
• Real photographs — All photos must be actual, unaltered images of the specific vehicle being listed. Stock photos, digitally manipulated images, or photos of different vehicles are prohibited.
• Valid VINs — Every listing must include a valid 17-character Vehicle Identification Number that matches the vehicle being offered.
• No fraudulent listings — Listings for vehicles you do not own, do not have the authority to sell, or that contain materially false information are strictly prohibited.
• Title status — You must accurately disclose the title status of each vehicle, including whether the title is clean, salvage, rebuilt, flood, or otherwise branded.

Violations of these listing rules may result in listing removal, account suspension, or permanent ban from the Platform.

You agree not to engage in any of the following prohibited activities:

• Fraud — Misrepresenting your identity, dealer status, vehicle information, or any material fact related to a transaction.
• Harassment — Threatening, harassing, intimidating, or abusing other users of the Platform.
• Circumvention — Attempting to circumvent the Platform's features, security measures, or verification processes, including directing transactions off-platform to avoid accountability.
• Scraping and data collection — Using automated tools, bots, crawlers, or scripts to access, scrape, or collect data from the Platform without our express written permission.
• Interference — Introducing viruses, malware, or other harmful code, or taking any action that disrupts, degrades, or interferes with the Platform's operation.
• Impersonation — Creating false accounts or impersonating another dealer, dealership, or individual.
• Illegal activity — Using the Platform for any purpose that violates applicable federal, state, or local laws, including but not limited to title washing, odometer tampering, or trafficking in stolen vehicles.

Platform ownership: The LotSwap Platform, including its design, code, features, functionality, branding, logos, and all associated intellectual property, is owned by StephensCode LLC and protected by applicable copyright, trademark, and other intellectual property laws. You may not copy, modify, distribute, sell, or create derivative works based on any part of the Platform without our express written consent.

User content: You retain ownership of the content you submit to the Platform, including listing descriptions, photographs, and other dealer-generated materials. By posting content on LotSwap, you grant us a non-exclusive, worldwide, royalty-free license to use, display, reproduce, and distribute your content solely for the purpose of operating and promoting the Platform.

Feedback: Any suggestions, feedback, or ideas you submit regarding the Platform may be used by us without obligation or compensation to you.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STEPHENSCODE LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE PLATFORM, ANY TRANSACTION BETWEEN DEALERS, OR THESE TERMS, REGARDLESS OF THE THEORY OF LIABILITY.

IN NO EVENT SHALL OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE PLATFORM OR THESE TERMS EXCEED ONE HUNDRED DOLLARS ($100.00).

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, our liability shall be limited to the fullest extent permitted by law.

You agree to indemnify, defend, and hold harmless StephensCode LLC, its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with:

• Your use of the Platform or violation of these Terms.
• Any listing you create or transaction you enter into through the Platform.
• Your violation of any applicable law, regulation, or third-party right.
• Any dispute between you and another dealer arising from the Platform.
• Any claim that your content infringes or violates the intellectual property or other rights of a third party.

Governing law: These Terms shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles.

Binding arbitration: Any dispute, controversy, or claim arising out of or relating to these Terms or the Platform shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in the State of Texas. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Class action waiver: You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. You waive any right to participate in a class action lawsuit or class-wide arbitration against StephensCode LLC.

Exceptions: Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement or misappropriation of intellectual property rights.

By you: You may terminate your account at any time by contacting us at legal@lotswap.io or through your account settings. Upon termination, your listings will be removed and your access to the Platform will cease.

By LotSwap: We may suspend or terminate your account at any time, with or without notice, for any reason, including but not limited to: violation of these Terms, fraudulent activity, failure to maintain a valid dealer license, or conduct that we determine is harmful to the Platform or other users.

Effect of termination: Upon termination, your right to use the Platform immediately ceases. Sections of these Terms that by their nature should survive termination shall continue in full force and effect, including but not limited to Sections 8 (Intellectual Property), 9 (Disclaimer of Warranties), 10 (Limitation of Liability), 11 (Indemnification), and 12 (Dispute Resolution).

We reserve the right to modify these Terms at any time. When we make material changes, we will update the "Effective Date" at the top of this page and notify registered users via email or through the Platform.

Your continued use of the Platform after any modifications to these Terms constitutes your acceptance of the revised Terms. If you do not agree to the modified Terms, you must stop using the Platform and terminate your account.

We encourage you to review these Terms periodically to stay informed of any updates.

Entire agreement: These Terms, together with our Privacy Policy, constitute the entire agreement between you and StephensCode LLC regarding your use of the Platform.

Severability: If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the remaining provisions remain in full force and effect.

Waiver: Our failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.

Assignment: You may not assign or transfer these Terms or your rights under them without our prior written consent. We may assign these Terms without restriction.

If you have any questions, concerns, or requests regarding these Terms of Service, please contact us at: