Terms of Service

Effective Date: January 2025
Last Updated: July 21, 2025

1. Agreement and Acceptance

These Terms of Service ("Terms") constitute a binding legal agreement between you ("Customer," "you," or "your") and Drivly, Inc., a Delaware corporation ("Drivly," "we," "our," or "us"). Auto.dev is a Drivly Inc. company. By accessing, using, or subscribing to the Auto.dev API services ("Services"), you agree to be bound by these Terms.

IF YOU ARE AGREEING TO THESE TERMS ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS.

2. Service Description

Auto.dev provides automotive data APIs that deliver vehicle information including VIN decoding, vehicle listings, specifications, photos, recalls, and related automotive data ("Automotive Data"). Our Services are designed for developers and engineers building automotive applications.

2.1 Subscription Plans

We offer multiple subscription tiers:

• Starter Plan: $0/month with 1,000 free API calls, then usage-based pricing
• Growth Plan: $299/month (or $249/month if billed annually) plus usage-based fees
• Scale Plan: $599/month (or $499/month if billed annually) plus usage-based fees

All plans include usage-based data fees as detailed on our pricing page at auto.dev/pricing.

2.2 API Usage and Billing

• API calls are billed according to our published pricing schedule
• Usage is tracked in real-time and billed through Stripe
• All billing disputes must be resolved through Stripe's billing management system

3. Account Registration and Security

3.1 Account Requirements

• You must be at least 18 years old and have the legal capacity to enter contracts
• You must provide accurate, current, and complete information during registration
• You are responsible for maintaining the confidentiality of your account credentials

3.2 Account Responsibilities

You agree to:

• Keep your API keys secure and confidential
• Notify us immediately of any unauthorized use of your account
• Use commercially reasonable efforts to prevent unauthorized access
• Comply with all applicable laws and regulations

3.3 API Key Management

• API keys can be rotated up to 3 times through your developer dashboard
• You are responsible for updating your applications when rotating keys
• Compromised API keys should be rotated immediately and reported to us at sales@auto.dev
• API keys are non-transferable and must not be shared between different applications or organizations
• We may suspend or revoke API keys for security violations or Terms breaches

4. Acceptable Use and Restrictions

4.1 Permitted Use

You may use our Services to:

• Integrate automotive data into your applications
• Build automotive-related software products and services
• Access data for legitimate business purposes

4.2 Prohibited Activities

You may NOT:

• Resell, redistribute, or sublicense our Automotive Data to third parties
• Use our Services to compete directly with Auto.dev
• Attempt to reverse engineer, decompile, or extract our databases
• Use our Auto.dev brand, trademarks, or logos without written permission
• Attempt to circumvent usage restrictions
• Use the Services for any illegal, harmful, or fraudulent activities
• Store or transmit malicious code, spam, or infringing content
• Interfere with or disrupt the integrity or performance of our Services

4.3 Data Usage Rights

• You receive a limited, non-exclusive license to use Automotive Data solely for your internal business purposes
• You may not create derivative databases or competing data products
• All intellectual property rights in our Services and data remain with Auto.dev

4.4 Fair Use Policy (Free Tier)

The Starter Plan's 1,000 free API calls are subject to fair use:

• Intended for evaluation, development, and small-scale applications
• Not for production systems serving end users without upgrading to a paid plan
• Excessive usage patterns may result in account review or suspension
• Usage that impacts service performance for other users is prohibited

4.5 Agency and Client Use

• Agencies and consultants may use our Services to build automotive solutions for their clients
• Client applications must be for legitimate automotive business purposes
• Agencies may not build competing automotive data services or APIs using our data
• Each client engagement should have appropriate API usage limits for their use case

5. Payment Terms and Billing

5.1 Payment Processing

All payments are processed through Stripe. By subscribing to our Services, you agree to Stripe's terms of service and authorize recurring charges to your payment method.

5.2 Billing Cycles

• Monthly subscriptions are billed monthly in advance
• Annual subscriptions are billed annually in advance at a discounted rate
• Usage-based fees are billed monthly in arrears

5.3 Refund Policy

Annual Subscriptions:

• No refunds after 30 days of service use
• If canceled within 30 days, you receive a refund minus the cost of one month at the annual plan rate

Monthly Subscriptions:

• May be canceled at any time through Stripe
• No refunds for partial months or unused services

5.4 Price Changes

We reserve the right to modify our pricing anytime. Price changes will not affect your current billing cycle but will apply to subsequent renewals.

6. Data and Privacy

6.1 Data Sources

Our Automotive Data is collected from publicly available sources on the internet. We do not guarantee the accuracy, completeness, or timeliness of third-party data.

We reserve the right to modify, suspend, or discontinue access to specific data sets if:

• Source terms of use change in ways that affect our ability to provide the data
• Data becomes restricted or no longer publicly available
• Legal requirements mandate removal of certain data types
• We determine continued provision would violate applicable laws or regulations

We will provide reasonable notice when possible, but immediate suspension may be necessary for legal compliance.

6.2 Your Data

• We collect and store API usage data for billing and service improvement purposes
• Your use of our Services is governed by our Privacy Policy
• You retain ownership of any data you provide to us

6.3 International Users

Our Services are available to international users, primarily development teams building products for US companies. International users are subject to additional privacy regulations as outlined in our Privacy Policy.

7. Service Availability and Support

7.1 Service Level

We strive to maintain high availability but do not guarantee uninterrupted service. Scheduled maintenance will be announced in advance when possible.

7.2 Support

• Starter Plan: Community support
• Growth Plan: Priority email support
• Scale Plan: Dedicated email support

8. Intellectual Property

8.1 Our Rights

Auto.dev retains all rights, title, and interest in:

• The Auto.dev platform and APIs
• All Automotive Data and databases
• Our trademarks, logos, and brand elements
• Any improvements or modifications to our Services

8.2 Your Rights

You retain ownership of your applications and any original content you create using our Services, excluding our Automotive Data.

9. Disclaimers and Limitations

9.1 Data Accuracy Disclaimer

AUTOMOTIVE DATA IS PROVIDED "AS IS" WITHOUT ANY WARRANTIES. WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY AUTOMOTIVE DATA. YOU USE ALL DATA AT YOUR OWN RISK.

9.2 Service Disclaimers

WE DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT OUR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

9.3 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AUTO.DEV'S TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT YOU PAID US IN THE SIX MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

WE SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, DATA LOSS, OR BUSINESS INTERRUPTION.

10. Indemnification

You agree to defend, indemnify, and hold harmless Auto.dev from any claims, damages, or expenses arising from:

• Your use of our Services
• Your violation of these Terms
• Your infringement of third-party rights
• Any content or data you provide to us

11. Termination

11.1 Termination Rights

You may terminate your account:

• At any time by canceling your subscription through Stripe
• Monthly subscriptions: Effective at the end of the current billing cycle
• Annual subscriptions: Subject to our refund policy in Section 5.3

We may terminate or suspend your account:

• Immediately for violation of these Terms
• Immediately for non-payment after 15 days past due
• Immediately for abuse, fraud, or security threats
• With 30 days' notice for any other reason

11.2 Effect of Termination

Upon termination:

• Your access to Services will cease immediately
• You must pay all outstanding fees
• You must cease using our Automotive Data
• Data retention will follow our Privacy Policy

11.3 Suspension

We may suspend your access immediately for:

• Non-payment beyond 15 days
• Violation of acceptable use policies
• Security threats or abuse

12. Dispute Resolution

12.1 Governing Law

These Terms are governed by Delaware state law, without regard to conflict of law principles.

12.2 Dispute Resolution Process

Any disputes must be resolved through:

• Good Faith Negotiation: 30-day period to resolve disputes directly
• Binding Arbitration: If negotiation fails, disputes will be resolved through binding arbitration under Delaware Arbitration Rules
• Individual Claims Only: No class action arbitration permitted

12.3 Jurisdiction

For any disputes not subject to arbitration, you consent to the exclusive jurisdiction of Delaware state and federal courts.

13. General Provisions

13.1 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Auto.dev.

13.2 Modifications

We may update these Terms with 30 days' notice. Continued use of our Services constitutes acceptance of updated Terms.

13.3 Severability

If any provision is found unenforceable, the remaining provisions will continue in full force.

13.4 No Waiver

Our failure to enforce any provision does not constitute a waiver of that provision.

13.5 Assignment

You may not assign these Terms without our written consent. We may assign our rights and obligations to any successor entity.

13.6 Force Majeure

Neither party will be liable for delays or failures due to circumstances beyond their reasonable control.

14. Contact Information

For questions about these Terms, contact us at: sales@auto.dev

By using Auto.dev Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.