Terms of service

These terms are a contract between BUCEPHA LLC ("Bucepha", "we") and the business that opens an account ("you"). By creating an account, installing the extension, or using the service, you accept them.

If you are agreeing on behalf of a dealership, you confirm you are authorized to bind it. Bucepha is a business service and is not offered to consumers.

Bucepha analyzes vehicle listings from supported online car auctions. It reads the listing photos with AI, reports visible damage, estimates reconditioning costs, compares the auction price against an estimated market value, and produces an opportunity score.

Bucepha is decision support, not an inspection. Every figure it produces is an estimate generated by software reading photographs. It is not a physical inspection, a certified appraisal, a mechanical report, or a title history. Section 07 sets out what that means for your reliance on it.

We may change, add or remove features. If we remove something you depend on, we will give you reasonable notice.

An Account is for one business and is used through one sign-in. It is not a multi-user or team account, and every plan, including Dealership, is a single Account. You are responsible for everything that happens under your Account, whether or not you authorized it. Keep credentials confidential and tell us promptly at bucephateam@gmail.com if you suspect unauthorized access.

Give us accurate registration details and keep them current. Do not share your credentials, allow anyone outside your business to use the Account, or resell access to it.

One vehicle photo analyzed is 5 credits. A listing with 12 photos costs 60 credits, one with 40 photos costs 200. This is why we quote vehicle counts as estimates and never as a fixed number of cars.

• Starter: $20 a month for 300 credits, with the first month free.
• Dealership: $200 a month for 3,000 credits.
• Top-ups: 50 credits for $5, or 100 for $10, and any whole-dollar amount from $5 up in $5 steps at 10 credits to the dollar. Credits you buy do not expire, and are spent on an active plan.

Monthly credits, including those of a free first month, expire at the end of each billing period and do not roll over. Credits you buy or earn do roll over and do not expire while your account is open.

Credits are charged one photo at a time, as each photo is analyzed. You pay for the work that actually happened and never for work that did not. If your balance runs out partway through a listing, the photos already read are yours and the rest are marked unread; top up and submit it again to finish. If a photo fails to analyze through our fault, the credits it would have cost are not taken. That is an adjustment of credits, never a payment of money.

Automatic renewal. Plans renew automatically at the end of each billing period, at the then-current price, and the payment method on file is charged without further notice until you cancel. Cancel at any time from the account area, which takes you to our payment processor; cancellation takes effect at the end of the current period, you keep access until then, and no later period is charged. Fees are exclusive of tax. Payments are processed by Stripe under their terms.

No refunds. All fees and all purchases are final and non-refundable, in whole or in part. This includes subscription fees, renewals, credit purchases, and any fee for a period you did not use in full. We do not refund, prorate or credit money for a cancellation, a downgrade, a partial billing period, unused or expired credits, account closure or suspension, dissatisfaction with an Analysis, or a failure to cancel before a renewal. The free period exists so that you can evaluate the Service before you pay; paying is your decision that it meets your needs. The only exception is a refund that applicable law requires and that cannot be excluded by contract. Any refund we choose to give in a particular case is a courtesy, does not create an obligation to give another, and may reverse the credits the payment granted.

If a dealership signs up using your referral code, you and they each receive 600 credits. The referred dealership receives its credits on sign up. Your credits are granted when that dealership pays, not when it registers, and the pending reward expires if it has not paid within 60 days.

One account may refer at most 8 other dealerships in total. That limit counts every redemption of your code, including referrals that expired unpaid. Once it is reached the code is ignored, and the new dealership signs up normally without a reward on either side.

Referral credits have no cash value and cannot be redeemed, transferred or refunded. Codes must not be used to refer yourself, to create accounts you control, or to spam anyone. We may withhold or reverse credits obtained in those ways, and close accounts that do it repeatedly.

You agree not to:

• use the service to break the law, or to infringe anyone's rights;
• use it in a way that breaches an auction site's own terms, robots directives or technical controls;
• resell, sublicense or provide the analysis output as a competing service, or use it to train a competing model;
• reverse engineer the service, or attempt to extract our prompts, scoring logic or repair pricing;
• attack the service, circumvent rate limits or credit accounting, probe our infrastructure without written permission, or access another dealership's data;
• share one account across multiple businesses.

You are responsible for your own compliance with auction site terms. Support for a site can be withdrawn if that site's terms or technical controls change.

This section matters more than the rest, so it is written plainly. Bucepha tells you what it can see in a set of photographs. Photographs do not show frame damage, flood history, engine condition, hidden rust, or anything behind a panel. A clean report is not a clean car.

Damage findings, repair estimates, market values and opportunity scores are estimates. They will sometimes be wrong. They are a starting point for a professional buyer's judgment, not a replacement for it, and not a basis on which to skip an inspection you would otherwise do.

You decide what to bid. Every purchase decision is yours, and you remain responsible for it. Vehicle history data shown in the service comes from public sources such as NHTSA and does not include title, accident or ownership history.

The service is provided "as is" and "as available". To the fullest extent the law allows, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, accuracy and non-infringement.

To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue, or the cost of a vehicle purchased or not purchased, even if advised such damages were possible.

Our total liability for all claims, together, is limited to the fees you actually paid us in the three months before the event giving rise to the first claim.

Nothing here limits liability that cannot be limited by law, including for fraud, or for death or personal injury caused by negligence. Some jurisdictions do not allow certain exclusions, in which case the narrowest permitted limitation applies.

We own the service: the software, the models and prompts behind it, our scoring and repair pricing methods, the brand and the site. You get a limited, non-exclusive, non-transferable right to use it while your account is active and paid.

Your data stays yours. The listings you analyze, the reports produced for you, and the corrections you make to repair estimates belong to you. You grant us only the licence needed to run the service for you: to process, store and display that data back to your account.

We may use aggregated, de-identified data that cannot identify you or your dealership to improve the service.

You may close your account at any time. We may suspend or close an account that breaches these terms, that does not pay, or that puts the service or other customers at risk. Where circumstances allow, we will warn you first and give you a chance to fix it.

On closure your access ends and your data is handled per our privacy policy. Export anything you want to keep before closing. Sections 07 through 09 survive termination.

Changes. We may update these terms. For material changes we will give notice by email or in the application before they take effect, and continuing to use the service after that means you accept them.

Governing law. These terms are governed by the laws of the State of Delaware, without regard to conflict-of-law rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Delaware.

Everything else. If a provision is unenforceable, the rest stands. Not enforcing a right is not a waiver of it. You may not assign this agreement without our consent; we may assign it in connection with a merger or sale of the business. These terms and our privacy policy are the entire agreement between us.

Questions: bucephateam@gmail.com

Capitalised terms have the following meanings.

• "Account" means the account through which you access the Service.
• "Analysis" means any output the Service generates about a vehicle, including condition findings, severity grades, repair estimates, comparable listings, market value, suggested auction price and opportunity scores.
• "Authorized User" means the individual who signs in to your Account on your behalf. An Account has one sign-in and is not a multi-user account.
• "Credits" means the prepaid units consumed when the Service analyses a photograph.
• "Customer Data" means data you or your Authorized Users submit to, or that the Service processes on your behalf through, the Service.
• "Documentation" means the usage instructions we publish for the Service.
• "Service" means the Bucepha web application, browser extension, application programming interfaces and related services.
• "Third-Party Site" means any auction, marketplace or other website not operated by Bucepha.

The Service is offered only to businesses and to individuals acting on behalf of a business, in each case aged 18 or over. It is not offered to consumers for personal, household or recreational use.

If you accept these terms on behalf of an entity, you represent and warrant that you have authority to bind that entity, and "you" refers to that entity. If you lack that authority, you must not use the Service.

You represent that you are not located in, and are not ordinarily resident in, any jurisdiction subject to comprehensive trade sanctions, and that you are not a party with whom applicable law prohibits us from dealing.

Subject to these terms and to payment of applicable fees, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Service for your internal business purposes during the term.

You must not, and must not permit any Authorized User or third party to:

• copy, modify, translate or create derivative works of the Service
• reverse engineer, decompile or disassemble any part of the Service, except to the extent this restriction is unenforceable under applicable law
• rent, lease, lend, sell, sublicense, assign, distribute, host or otherwise commercially exploit the Service, or provide it as a service bureau to any third party
• access the Service to build a competing product, or to train, fine-tune or evaluate any machine-learning model
• scrape, harvest or systematically extract Analyses, data or content from the Service by automated means
• circumvent or attempt to circumvent any credit limit, rate limit, quota, authentication control or other technical restriction
• remove, obscure or alter any proprietary notice
• use the Service in violation of applicable law, or in any way that could damage, disable, overburden or impair it

We reserve all rights not expressly granted. No rights are granted by implication or estoppel.

As between the parties, you retain all right, title and interest in Customer Data. We claim no ownership of it.

You grant us a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, display, process and otherwise use Customer Data solely to provide, secure, support and maintain the Service, and to comply with law. That licence ends when the data is deleted in accordance with our retention practices, except for copies retained in backups or as legally required.

You represent and warrant that you have all rights, permissions, consents and lawful bases necessary to submit Customer Data to the Service and to permit the processing described in these terms and in our privacy policy.

You must not submit to the Service any payment-card number, government identification number, health information, biometric identifier, financial account credential, or other special category of data. The Service is not designed for and must not be used to process such information.

Aggregated data

We may create aggregated or de-identified data derived from use of the Service, and may use and disclose it for any lawful purpose provided it does not identify you, any Authorized User or any individual. We will maintain de-identification safeguards where applicable law requires them.

If you provide suggestions, corrections, enhancement requests or other feedback about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use and exploit that feedback without restriction or obligation to you. We are not required to implement any feedback, and you should not send us anything you consider confidential.

Subscription fees are charged in advance for each billing period and are quoted in United States dollars. Credit top-ups are charged when purchased.

• All fees are final and non-refundable, as set out in the Credits, plans and billing section, except only where applicable law requires a refund and does not permit that requirement to be excluded.
• Credits are also sold outside a plan, at 10 credits to the dollar, in the fixed packs offered at checkout. A purchase amount we do not offer is refused rather than honoured.
• Credits included with a plan, including those of a free first month, are allocated for the billing period and expire at its end; unspent included credits do not carry over. Purchased credits do not expire: they carry over between periods until they are spent, are spent while a plan is active, and lapse only when the Account is closed.
• Credits have no cash value, are not property, and cannot be redeemed for money, transferred or sold.
• We may change pricing on at least thirty days written notice, effective at your next renewal. Continued use after that date constitutes acceptance of the new pricing.

Authorisation and failed payment

You authorise us and our payment processor to charge your designated payment method for all fees due. If a charge fails, we may retry it, and we may suspend the Service until payment is received. You remain liable for amounts accrued before suspension.

Taxes

Fees are exclusive of taxes. You are responsible for all sales, use, value-added, goods and services and similar taxes and duties, excluding taxes based on our net income. If we are required to collect a tax, it will be added to your invoice.

Disputed charges and chargebacks

You must notify us in writing of any billing dispute within thirty days of the charge, and give us a reasonable opportunity to review it, before contacting your bank or card issuer. Charges not disputed within that period are final, to the extent permitted by applicable law.

A chargeback or payment reversal of a charge made in accordance with these terms is a breach of them. On a chargeback we may immediately suspend or close the Account, reverse the credits the charge granted, and recover the disputed amount together with any fees our payment processor charges us, and the Account will not be reinstated until those amounts are paid.

Where a plan includes a free period, a payment method and billing address are collected when the plan is started, and the plan converts to a paid subscription, charged to that payment method, at the end of the free period unless you cancel before it ends. No reminder is required before that charge. Charges made at the end of a free period are subject to the no-refunds terms above. We may modify or withdraw trial terms at any time before a trial begins.

One free trial per browser. The free period is offered once. The extension stores a random identifier in its own storage and sends it when a trial is requested, and we refuse a second free period to an identifier that has already had one, telling you that rather than failing silently. The identifier decides eligibility for the free period and nothing else, and what it is and how long we keep it is described in our privacy policy. We also withhold the free period when a second dealership signs up from the same network address within an hour of one being granted, and when the email address is on a throwaway mail domain. In every case the account is created and works normally: only the free period is withheld, and we tell you which rule applied. Creating additional accounts to obtain further free periods is a breach of the acceptable use section.

We may offer features designated as beta, preview, early access or evaluation. Those features are provided as-is and as-available, may be modified or withdrawn at any time, are excluded from any service commitment, and are not covered by the indemnity in these terms.

An Analysis is decision support. It is not a statement of fact about a vehicle, and it must not be relied on as one.

The Service applies automated systems, including machine-learning models, to photographs and listing information published by Third-Party Sites. It can only assess what is visible in the material available to it.

An Analysis is not, and must not be treated as:

• a mechanical, physical, structural or safety inspection
• a professional appraisal or valuation
• a certification, warranty or guarantee of condition, provenance, title or roadworthiness
• a guarantee of repair cost, resale value, margin, profitability or auction outcome
• financial, investment, tax or legal advice
• a substitute for independent inspection and diligence

Automated systems make mistakes. An Analysis may be incomplete, inaccurate or inconsistent, and may be affected by photograph quality, lighting, camera angle, compression, missing angles or incomplete listing information. It cannot identify concealed damage, frame damage, flood history, mechanical condition or anything the photographs do not show.

You are solely responsible for every purchasing, bidding, pricing, repair and business decision you make, whether or not it was informed by an Analysis.

The Service reads information published by Third-Party Sites. We do not control those sites and we do not guarantee the accuracy, completeness, legality or continued availability of anything they publish.

You are solely responsible for ensuring that your use of the Service complies with the terms, policies and access rules of every Third-Party Site you use it with. Nothing in these terms grants you permission to breach any third party agreement, and we do not represent that any particular use is permitted by any Third-Party Site.

We are not responsible for any suspension or termination of your account with a Third-Party Site, for enforcement action taken by a Third-Party Site, or for any change a Third-Party Site makes to its terms, structure or availability.

The Service also depends on third-party infrastructure and processors, including hosting, model, storage, payment and communications providers. Their acts and omissions are outside our reasonable control.

"Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or that a reasonable person would understand to be confidential, including the non-public terms of any order, pricing, product roadmaps and security documentation.

The receiving party will use Confidential Information only to perform under these terms, will protect it with at least reasonable care, and will not disclose it except to its personnel and advisors who need to know it and are bound by comparable obligations.

These obligations do not apply to information that is or becomes public through no fault of the receiving party, was rightfully known without restriction before disclosure, is rightfully received from a third party without restriction, or is independently developed without use of the Confidential Information.

A party may disclose Confidential Information where legally compelled, provided it gives prompt notice where legally permitted so the other party may seek protective treatment.

We warrant that we will provide the Service with reasonable skill and care.

Except as expressly stated in these terms, and to the maximum extent permitted by applicable law, the Service and every Analysis are provided "as is" and "as available", without warranty of any kind.

We expressly disclaim all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and any warranty arising from course of dealing, course of performance or usage of trade.

We do not warrant that the Service will be uninterrupted, timely, secure or error-free, that defects will be corrected, that any Analysis will be accurate or complete, or that the Service will operate with any particular Third-Party Site.

Some jurisdictions do not allow the exclusion of certain warranties. In those jurisdictions, our liability is limited to the maximum extent permitted by law, and nothing in these terms excludes a warranty that cannot lawfully be excluded.

By you

You will defend, indemnify and hold harmless Bucepha and its officers, members, employees and agents from and against any third-party claim, and any resulting loss, damage, liability, settlement, cost or expense including reasonable legal fees, arising out of or relating to:

• your Customer Data, or your submission of it to the Service
• your use of the Service in breach of these terms or of applicable law
• your breach of any Third-Party Site agreement
• any vehicle purchase, sale, bid, repair or other business decision you make
• your violation of the rights of any third party

By us

We will defend you against any third-party claim alleging that the Service, used in accordance with these terms and the Documentation, infringes that third party’s intellectual property rights, and will pay damages finally awarded or amounts we agree in settlement.

That obligation does not apply to a claim arising from Customer Data, from use of the Service in combination with anything not supplied by us, from use in breach of these terms, from any beta feature, or from any modification of the Service not made by us. If the Service becomes, or we believe it may become, subject to such a claim, we may procure the right to continue using it, modify it so it is non-infringing, or terminate the affected subscription effective at the end of the current billing period. This paragraph states our entire liability, and your exclusive remedy, for intellectual property infringement.

Procedure

The party seeking indemnification must promptly notify the other of the claim, give the indemnifying party sole control of the defence and settlement, and provide reasonable cooperation. No settlement that imposes a non-monetary obligation on the indemnified party may be made without its consent, not unreasonably withheld.

To the maximum extent permitted by applicable law, neither party will be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any lost profits, lost revenue, lost business, lost goodwill, lost or inaccurate data, or cost of substitute services, whether in contract, tort, negligence, strict liability or otherwise, and whether or not the party was advised of the possibility.

Our total aggregate liability arising out of or relating to these terms or the Service, for all claims of every kind, will not exceed the fees you actually paid for the Service in the three months immediately preceding the event giving rise to the first claim.

Without limiting the foregoing, we are not liable for any loss arising from a purchasing, bidding, pricing or repair decision, from reliance on an Analysis, from the condition or value of any vehicle, from a Third-Party Site, or from any act or omission of a third-party provider.

These limits do not apply to your payment obligations, to your indemnification obligations, to your breach of the acceptable use or licence restrictions, to a party’s fraud or wilful misconduct, or to any liability that cannot be excluded or limited under applicable law.

The parties agree that these limitations are a fundamental basis of the bargain and apply even if a limited remedy fails of its essential purpose. Some jurisdictions do not permit certain limitations, and in those jurisdictions liability is limited to the maximum extent permitted by law.

We may suspend the Service, in whole or in part, immediately and without liability, where we reasonably believe that:

• your use poses a security risk to the Service or to another customer
• your use may adversely affect the Service or the infrastructure it runs on
• your use may subject us or any third party to liability
• your use breaches these terms or applicable law
• a payment is overdue
• suspension is required by law or by a governmental request

Where practicable and lawful we will give notice before suspending and will restore the Service promptly once the cause is resolved.

Neither party is liable for any failure or delay in performance, other than a payment obligation, caused by circumstances beyond its reasonable control, including acts of God, natural disaster, epidemic, war, terrorism, civil unrest, labour dispute, governmental action, power or internet failure, cyberattack, or the failure of a third-party provider.

These terms are governed by the laws of the State of Delaware, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Informal resolution first

Before commencing any proceeding, the parties will attempt in good faith to resolve the dispute by negotiation for at least thirty days after written notice describing the dispute is given.

Binding arbitration

Any dispute, claim or controversy arising out of or relating to these terms or the Service, including its formation, scope, validity or enforceability, that is not resolved informally will be resolved exclusively by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Wilmington, Delaware, and conducted in English. The arbitrator may award only the relief these terms permit and must apply the limitations in them. Judgment on the award may be entered in any court of competent jurisdiction. The Federal Arbitration Act governs this section.

Either party may instead bring an individual claim in small claims court, and either party may seek injunctive or other equitable relief in the state or federal courts located in Delaware to protect its intellectual property or Confidential Information, or to stop a breach of the acceptable use or licence restrictions. Each party consents to personal jurisdiction and venue there for those purposes and waives any objection based on inconvenient forum.

Waiver of jury trial and class actions

Each party waives any right to a jury trial. Claims may be brought only in a party's individual capacity, and not as a plaintiff or class member in any class, collective, consolidated or representative proceeding or arbitration. The arbitrator may not consolidate claims or preside over any form of representative proceeding. If this waiver is found unenforceable as to a claim, that claim is severed and decided in the courts described above, and the rest of this section still applies.

Limitation period

Any claim arising out of or relating to these terms must be brought within one year after the claim accrues, except where a longer period is required by applicable law.

We may modify these terms. For a material change we will give at least thirty days notice by email or in the application before it takes effect, and the change applies from your next renewal. Non-material changes take effect when posted.

If a material change is unacceptable to you, your sole remedy is to cancel before it takes effect, in which case your plan ends at the close of the current billing period and no further fees are charged. No refund is due. Continued use after the effective date constitutes acceptance.

Entire agreement

These terms, together with the privacy policy and any order or written agreement referencing them, are the entire agreement between the parties on this subject and supersede all prior discussions. Any purchase order or vendor form terms are of no effect.

Order of precedence

If there is a conflict, a signed written agreement between the parties controls, then these terms, then the privacy policy, then the Documentation.

Assignment

You may not assign these terms without our prior written consent, except to a successor of all or substantially all of your business or assets. We may assign these terms to an affiliate or in connection with a merger, acquisition or sale of assets. Any other assignment is void.

Severability and waiver

If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed, and the remaining provisions continue in effect. A failure to enforce any provision is not a waiver of it.

No third-party beneficiaries

These terms confer no rights on any person who is not a party, except that our officers, members, employees and agents may enforce the limitations and indemnities stated to benefit them.

Independent contractors

The parties are independent contractors. Nothing in these terms creates a partnership, joint venture, agency or employment relationship.

Notices

Notices to you may be given by email to the Account address or in the application, and are deemed received when sent. Notices to us must be sent to the address below and are deemed received on confirmed delivery.

Survival

Provisions that by their nature should survive termination will survive, including definitions, fees accrued, data and licence terms, feedback, confidentiality, disclaimers, indemnities, limitations of liability, disputes and this section.

Electronic acceptance and communications

You agree that accepting these terms online, including by creating an Account or starting a plan, is a valid signature with the same effect as a handwritten one, and that we may send notices, receipts and other communications electronically.

No reliance

You have not relied on any statement, representation or promise not set out in these terms, including any marketing material, demonstration or statement about future features.

Export and government use

You will comply with all applicable export control and sanctions laws. The Service is commercial computer software, and any use by a government entity is subject to these terms.

Questions about these terms: bucephateam@gmail.com