Rooftop Terms of Service

1. What these terms cover

1.1 Rooftop is a private marketplace that the stores of one dealer group use to offer vehicles to each other, bid, approve transfers, sign a bill of sale and arrange delivery (the "Service").

1.2 These terms are the agreement between Rooftop and Customer for the Service. They take effect when an authorized person signs them for Customer. Rooftop accepts them by providing the Service.

1.3 Each store that trades on the Service signs a Store Agreement for the legal entity that owns it (a "Store Entity"). A Store Agreement adds that entity to these terms for its stores. In these terms "you" means Customer and, for its own stores, each Store Entity.

1.4 The person who signs confirms that they have authority to bind Customer.

2. Accounts and people

2.1 Customer decides who in its group gets access and what each person may do. Customer is responsible for what its people do on the Service and for keeping access current, including removing people who leave.

2.2 Each person uses their own login. Logins are not shared. People who can list, bid, approve or sign must use a passkey or an authenticator app.

2.3 Actions taken through a person's login, including bids, approvals and signatures, are your actions. Tell us promptly at support@rooftopautomarketplace.com if you believe a login has been misused.

2.4 The Service is for licensed motor vehicle dealers and their staff, acting for business purposes. It is not offered to consumers.

3. What Rooftop does, and what it does not do

3.1 Rooftop provides software. Rooftop is not a dealer, broker, auctioneer, agent, carrier or escrow holder, and is not a party to any transfer. Every transfer is between the selling store and the buying store.

3.2 Rooftop does not hold or move money for vehicles. Stores settle with each other outside the Service.

3.3 Rooftop does not inspect vehicles and does not verify condition, mileage, history, title, liens, availability, photos or descriptions. That information comes from your stores and your websites. A buying store should confirm what matters to it with the selling store.

3.4 Rooftop does not handle titles, odometer disclosure statements, taxes, registration, dealer licensing or transport. Those remain each store's responsibility under the laws that apply to it.

3.5 Bids, Buy Now purchases, approvals and cancellations work as shown in the Service and under your group's own rules. Rooftop does not guarantee that a listing will sell or that a transfer will be completed.

4. Bills of sale and other documents

4.1 The Service prepares a bill of sale from your group's own terms and the details of the transfer. Every group starts with standard wording that it can replace. The standard wording is a starting point, not legal advice. You are responsible for the content of your documents and for deciding whether they meet your needs and the law that applies to you.

4.2 Rooftop keeps a signature record for each signed document: who signed, when, the consent they gave, and technical details such as the IP address and browser. You can download your documents and their records at any time while your account is open.

5. Electronic signatures and records

5.1 You agree to do business with Rooftop, and your stores agree to do business with each other on the Service, using electronic records and electronic signatures. A signature made through the Service has the same effect as a handwritten one, as the federal Electronic Signatures in Global and National Commerce Act and the Michigan Uniform Electronic Transactions Act provide.

5.2 Before signing, each signer reviews the document, confirms their identity with a code sent to their verified email address, and gives their consent. You can download a copy of anything you sign, and you may ask us for a paper copy of an agreement with Rooftop at support@rooftopautomarketplace.com.

5.3 To view and sign documents you need a current web browser and the ability to open PDF files.

5.4 If you no longer wish to sign electronically, stop signing documents on the Service and contact us. Documents already signed remain valid.

6. Inventory from your websites and feeds

6.1 When a store connects a website or an inventory feed, you authorize Rooftop to read the publicly available inventory pages of that website, or that feed, as often as reasonably needed to keep the store's inventory current, and to copy the vehicle information and photos into your group's private workspace.

6.2 You confirm that the website or feed belongs to the store, or that the store has the right to give this authorization, including under its agreement with its website provider.

6.3 Rooftop follows a website's robots.txt instructions for inventory pages and does not bypass logins, CAPTCHAs or other access controls. Imports depend on other companies' websites and can be incomplete, delayed or blocked. Check imported inventory before you rely on it.

7. Your content

7.1 "Customer Content" means what you put into or bring into the Service: vehicle information, photos, prices, messages, documents, your logo, and information about your people and stores.

7.2 You own your Customer Content. You give Rooftop permission to host, copy, display and process it only to provide, secure and support the Service for you, and to show it to the people in your group according to the access you set.

7.3 You are responsible for Customer Content and confirm you have the rights needed to use it on the Service.

7.4 Do not put consumer personal information into the Service, such as retail customers' names, contact details, credit applications, driver's license numbers or financial information. The Service is not designed for it.

7.5 Rooftop may use information about how the Service is used, in a form that does not identify you, your stores or any person, to operate and improve the Service.

8. Acceptable use

8.1 Do not use the Service to break the law or to mislead another store, and do not list a vehicle your store does not have the right to transfer.

8.2 Do not try to reach another group's data, or probe, disrupt or overload the Service, or upload malicious code.

8.3 Do not copy, resell or reverse engineer the Service, or use it to build a competing product, except where the law does not allow this restriction.

9. Integrations and optional AI features

9.1 You may connect your own tools through API credentials, OAuth or the MCP endpoint. You are responsible for the tools you connect, the credentials you issue and what those tools do with your data. Integrations can read and prepare drafts. Activating stores, publishing, bidding, approving and signing are done by people in the app.

9.2 If your group switches on the optional AI features, the search text or spreadsheet column headings you submit are sent to the AI provider named in the Privacy Notice to produce a suggestion. Inventory records and documents are not sent. Suggestions can be wrong, so review them. The standard filters and imports work without AI.

10. Fees and payment

10.1 The Service costs $249 per active store per month, in U.S. dollars, after a 14-day free trial. Stores that are drafts or archived are not charged.

10.2 Fees are billed monthly through Stripe to the payment method Customer provides. When you activate or archive a store, the monthly charge is adjusted and prorated.

10.3 Customer is responsible for all fees for its group, including stores owned by other Store Entities. Fees do not include taxes. You are responsible for any sales, use or similar taxes on the Service, other than taxes on Rooftop's income.

10.4 If a payment fails we will tell you. If it stays unpaid for 7 days, or the subscription ends, new listings, bids and store activations are paused until the account is current. Your records stay available.

10.5 We may change prices with at least 30 days' written notice to your administrators. A new price applies from the first billing period after the notice period.

10.6 Except where these terms say otherwise, fees already paid are not refundable.

11. Term, cancellation and closing your account

11.1 These terms run month to month from the date signed until either side ends them.

11.2 You may stop at any time by archiving your stores, cancelling the subscription, or deleting your group in Settings. Charges stop at the end of the current billing period.

11.3 We may end these terms for any reason with 30 days' written notice, and will refund any prepaid fees for the time after the end date.

11.4 Either side may end these terms if the other materially breaches them and does not fix the breach within 30 days of written notice. We may suspend access right away, only as far as needed, if your use threatens the security or operation of the Service or breaks the law, and we will tell you promptly why.

11.5 Deleting a group starts a 14-day waiting period in which the group is read-only and any administrator can cancel. Download your records first: dealers usually have to keep transfer records for years, and that remains your responsibility. After the waiting period Rooftop permanently deletes the group's records and files. Backup copies expire on their own schedule, within 35 days.

11.6 The one exception: Rooftop keeps these terms, your Store Agreements and their signature records for six years after the group is deleted, and then deletes them.

11.7 Sections 3, 7.5, 10 (for fees already owed), 11.5, 11.6 and 12 to 19 continue after these terms end.

12. Confidentiality

12.1 Each side will protect the other's non-public business information with reasonable care, use it only for the purposes of these terms, and share it only with people who need it and are bound to protect it.

12.2 Rooftop treats Customer Content as your confidential information.

12.3 This section does not cover information that is public, was already known, was developed independently, or was rightfully received from someone else. A side may disclose what the law requires, after giving notice where that is allowed.

13. Security and privacy

13.1 Rooftop uses reasonable administrative, technical and physical safeguards designed to protect Customer Content, including encryption in transit, encrypted document storage, separation of each group's data, and strong sign-in for people with authority.

13.2 If Rooftop learns of unauthorized access to your Customer Content, we will notify your administrators without undue delay and share what we know.

13.3 The Privacy Notice at https://app.rooftopautomarketplace.com/privacy explains what personal information Rooftop handles and why.

14. Rooftop's software

14.1 Rooftop and its licensors own the Service, including its software, design and documentation. These terms give you the right to use the Service while they are in effect. They do not transfer ownership of anything. If you send us feedback, we may use it without obligation to you.

14.2 We work to keep the Service available around the clock but do not promise a particular uptime. We may change or retire features, and will give reasonable notice of a change that materially reduces what the Service does.

15. Warranties and disclaimers

15.1 Each side confirms that it has the authority to enter into these terms. Rooftop will provide the Service with reasonable skill and care.

15.2 OTHERWISE THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT THE LAW ALLOWS, ROOFTOP DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. ROOFTOP DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, THAT IMPORTED INVENTORY WILL BE COMPLETE OR CURRENT, OR THAT ANY VEHICLE, LISTING OR STORE IS AS DESCRIBED.

16. Indemnification

16.1 By Customer. Customer will defend Rooftop and its owners, officers, employees and contractors against any claim, demand or proceeding brought by someone who is not a party to these terms (a "Claim"), and will pay the damages, settlements and reasonable attorneys' fees that result, to the extent the Claim arises from: (a) a vehicle, or a transfer or attempted transfer between stores, including its condition, mileage, title, price, payment or transport; (b) Customer Content, or the websites and feeds a store tells Rooftop to read; (c) a violation of law by Customer or a Store Entity, including dealer licensing, title, odometer, tax and consumer protection laws; or (d) a dispute among the stores, Store Entities or people in Customer's group.

16.2 By Rooftop. Rooftop will defend Customer and each Store Entity against any Claim that the Service, used as these terms allow, infringes a United States patent, copyright or trademark or misappropriates a trade secret, and will pay the damages, settlements and reasonable attorneys' fees that result. This does not cover Claims arising from Customer Content, from other companies' websites or tools, or from use of the Service in breach of these terms. If such a Claim is made or appears likely, Rooftop may change the Service so that it no longer infringes, obtain a license, or end these terms and refund prepaid fees for the unused time.

16.3 How it works. The side asking for protection must tell the other side promptly in writing (a delay reduces the duty only as far as it causes harm), let the other side control the defense and settlement, and cooperate reasonably at the other side's expense. The defending side may not settle in a way that admits fault for the protected side, or puts obligations on it, without its written consent, which will not be unreasonably withheld.

17. Limits of liability

17.1 NEITHER SIDE IS LIABLE TO THE OTHER FOR LOST PROFITS, LOST REVENUE OR LOST BUSINESS, OR FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, EVEN IF TOLD THEY WERE POSSIBLE.

17.2 EACH SIDE'S TOTAL LIABILITY ARISING OUT OF THESE TERMS AND THE SERVICE IS LIMITED TO THE GREATER OF (A) THE FEES CUSTOMER PAID OR OWED TO ROOFTOP IN THE 12 MONTHS BEFORE THE EVENT THAT GAVE RISE TO THE CLAIM AND (B) $1,000.

17.3 The limits in 17.1 and 17.2 do not apply to fees Customer owes, to either side's duties under section 16, or to a side's fraud, gross negligence or deliberate misconduct.

17.4 These limits apply to every kind of claim, whether in contract, tort or otherwise. They reflect a fair division of risk, and the fees are based on them.

18. Disputes, governing law and courts

18.1 Talk first. The side raising a dispute will send the other a written notice describing it. Both sides will try in good faith to resolve it within 30 days, including a conversation between people with authority to settle it. Either side may go to court sooner only to ask for urgent relief to stop ongoing harm.

18.2 Michigan law governs these terms and any dispute arising out of them or the Service, without regard to its conflict of law rules.

18.3 Any lawsuit must be brought in the state courts located in Kent County, Michigan, or in the United States District Court for the Western District of Michigan. Each side consents to the jurisdiction of those courts and waives any objection that they are an inconvenient forum.

18.4 This section covers disputes between Rooftop and Customer or a Store Entity. Disputes between stores are theirs to resolve.

19. General

19.1 Changes to these terms. We may update these terms. We will email your administrators at least 30 days before an update takes effect and ask an administrator to sign the new version. If you do not agree, you may end these terms before that date. If no administrator has signed by the date given, making changes in the Service is paused until one does, and your records stay available. An update never applies to a dispute that arose before it.

19.2 Notices. We send notices to your administrators' email addresses and may also post them in the Service. Send legal notices to Rooftop at support@rooftopautomarketplace.com, with a copy by mail to Y DEMIDKO LLC, 2850 Terra Nova Dr SE, Ada, MI 49301.

19.3 Assignment. Neither side may assign these terms without the other's written consent, except to a successor in a merger, reorganization or sale of substantially all of the business these terms relate to.

19.4 Events outside our control. Neither side is responsible for a delay or failure caused by events beyond its reasonable control, such as outages of internet, hosting, email or payment providers, natural disasters or government action. This does not excuse payment of fees owed.

19.5 Independent businesses. Nothing in these terms creates a partnership, agency, joint venture or franchise.

19.6 Entire agreement. These terms and the Store Agreements are the entire agreement about the Service and replace earlier discussions. If a Store Agreement conflicts with these terms, these terms control.

19.7 If a court finds part of these terms unenforceable, the rest stays in effect. A right is waived only in writing.

19.8 No one other than Rooftop, Customer, the Store Entities and the people protected under section 16 has rights under these terms.