Legal
Terms of Service
These Terms of Service (the “Terms”) form a binding legal agreement between Soulvaya Labs, Inc., a Delaware corporation doing business as “Carlarity” (“Carlarity,” “we,” “us,” or “our”), and the individual or entity accessing or using the Services (“you” or “your”).
By accessing, browsing, registering for, purchasing, downloading, or otherwise using the Services in any way, you acknowledge that you have read these Terms, understand them, and agree to be bound by them. If you do not agree to these Terms, you must not access or use the Services.
Effective Date: July 1, 2026
PLEASE READ CAREFULLY. SECTION 26 CONTAINS A BINDING ARBITRATION AGREEMENT, A CLASS-ACTION WAIVER, AND A JURY-TRIAL WAIVER THAT AFFECT YOUR LEGAL RIGHTS. SECTION 24 LIMITS CARLARITY’S LIABILITY. SECTION 23 DISCLAIMS WARRANTIES.
1. Introduction and Acceptance of Terms
1.1 These Terms govern your relationship with Carlarity and your access to or use of the Services (as defined in Section 2). By using any Service, you accept these Terms, our Privacy Policy (incorporated by reference), and any policies or notices we publish or make available in connection with the Services.
1.2 If you are using the Services on behalf of an organization or other entity, you represent and warrant that you have authority to bind that organization or entity to these Terms, and that the organization or entity accepts these Terms.
1.3 Carlarity may amend these Terms from time to time as described in Section 28. Continued use of the Services after the Effective Date of any amended Terms constitutes acceptance of the amendments.
2. Description of Services
2.1 “Services” means, collectively and individually: (a) the Carlarity website located at carlarity.io and any successor or related domains, including getcarlarity.com; (b) any Carlarity web application, mobile application, or other software; (c) Carlarity reports, including downloadable PDF reports (“Carlarity Reports” or “Reports”); (d) VIN decode and vehicle identity tools; (e) manual-entry vehicle identity reports where VIN data is incomplete; (f) saved-report storage and account-based features, including the Carlarity Garage feature and “My Car” features; (g) valuation, fair-price, market-position, fee-detection, financing, equity, depreciation, ownership-cost, recall, and negotiation features; (h) buyer action items, negotiation scripts, and decision-support outputs; (i) communications and notifications related to the foregoing; and (j) any other content, data, features, products, or services that Carlarity makes available now or in the future under the Carlarity brand or Carlarity Pre-Signature Intelligence™.
2.2 The Services are decision-support tools intended to help users evaluate vehicle deals before signing. The Services are not a vehicle history report, mechanical inspection, title or registration service, financial product, lending product, brokerage service, insurance product, or appraisal certification. See Section 7.
2.3 Carlarity reserves the right at any time, with or without prior notice, to modify, suspend, discontinue, restrict, or alter any Service or any feature, content, or component thereof, in whole or in part.
3. Eligibility
3.1 You must be at least eighteen (18) years of age to use the Services. By using the Services, you represent that you meet this age requirement and that you have the legal capacity and authority to enter into and perform these Terms.
3.2 The Services are intended for use by individuals located in the United States in connection with vehicle purchases governed by U.S. law. Carlarity makes no representation that the Services are appropriate or available for use in any jurisdiction outside the United States. You are responsible for compliance with all applicable laws in your jurisdiction.
3.3 You may not use the Services if you have been previously suspended or removed from the Services by Carlarity.
4. Accounts
4.1 Account creation. Certain features of the Services require you to register a Carlarity account. To create an account, you must provide accurate, current, and complete information, including a valid email address, and you must promptly update such information to maintain its accuracy.
4.2 Account security. You are responsible for maintaining the confidentiality of your account credentials, including your password, and for all activity that occurs under your account, whether or not authorized by you. You agree to notify Carlarity promptly at [email protected] of any unauthorized access to, or use of, your account.
4.3 Username restrictions. You may not use a name that impersonates another person or entity, that contains terms confusingly similar to “Carlarity” or any Carlarity trademark, or that violates these Terms or applicable law.
4.4 One account per user. Unless we authorize otherwise in writing, each individual user may maintain only one Carlarity account.
4.5 Right to suspend or terminate. Carlarity reserves the right, in its sole discretion, to refuse registration of, suspend, restrict, or terminate any account at any time, with or without notice, in accordance with Section 27.
5. User Inputs and User Responsibility
5.1 The Services rely on inputs you provide, which may include: vehicle identification number (VIN); year, make, model, trim, and other vehicle identity details; mileage; ZIP code or geographic location; purchase price or asking price; transaction type (dealer purchase, private sale, online retailer, etc.); annual percentage rate (APR), loan term, down payment, monthly payment, and other financing terms; trade-in details; dealer fees, taxes, add-ons, and other deal line items; manual-entry vehicle identity fields when VIN data is incomplete; and other deal-specific information (“User Inputs”).
5.2 You are solely responsible for the accuracy, completeness, and lawfulness of your User Inputs. Inaccurate or incomplete User Inputs may materially affect the outputs of the Services, including report verdicts, confidence labels, target prices, financing calculations, equity projections, and recommendations. Carlarity disclaims responsibility for any consequences arising from inaccurate User Inputs.
5.3 You represent and warrant that you have the lawful right to submit each User Input, including any VIN you submit, and that submission of the User Input does not violate any third-party right or applicable law.
6. Carlarity Reports and Decision Support
6.1 Informational purpose. Carlarity Reports are informational decision-support tools intended to help you evaluate a contemplated vehicle purchase. Reports are based on a combination of User Inputs, third-party data, internal scoring systems, modeled estimates, and assumptions available at the time the Report is generated. Reports are not guarantees of any outcome, value, condition, or transaction result.
6.2 Available data only. Reports reflect only the data available to Carlarity at report time. Such data may be incomplete, outdated, inaccurate, conflicting, or modeled rather than verified.
6.3 Confidence labels and provenance. Carlarity Reports include confidence labels (such as HIGH, MEDIUM, LOW, and INSUFFICIENT) and provenance disclosures that describe the strength of the underlying evidence and the source providers. You agree to read and consider these labels when interpreting Reports. Reports flagged as LOW or INSUFFICIENT confidence should not be relied on as authoritative without independent verification.
6.4 Indicative estimates. Estimates labeled as “indicative,” “limited confidence,” “model-based,” “modeled,” “standardized,” or similar are educated approximations, not verified market values. Such estimates may differ materially from actual market prices, transaction prices, or appraised values.
6.5 Verification required. You agree to independently verify any material information in a Report — including but not limited to vehicle identity, mileage, title status, accident history, recall status, condition, market value, financing terms, fees, taxes, and seller representations — before making any purchase, financing, or transaction decision.
7. No Professional Advice
7.1 The Services do not constitute, and are not intended to substitute for: (a) legal advice; (b) tax advice; (c) financial, lending, credit, or investment advice; (d) insurance advice; (e) appraisal certification; (f) safety certification; (g) mechanical inspection; (h) vehicle history report or title certification; (i) credit approval or pre-approval; or (j) any other professional advisory, licensed, or regulated service.
7.2 Carlarity is not a licensed broker, dealer, lender, financial advisor, insurance producer, appraiser, mechanic, or law firm. Nothing in the Services creates a professional, fiduciary, or advisory relationship between you and Carlarity.
7.3 You should consult qualified professionals — including, as appropriate, an independent mechanic, a licensed attorney, a tax advisor, a certified financial planner, an insurance agent, or your lender — before entering into any vehicle purchase or financing transaction.
8. Vehicle Transactions
8.1 Carlarity is not a party to any transaction between you and any seller, dealer, lender, insurer, broker, mechanic, or other third party. Carlarity does not sell, broker, finance, inspect, store, ship, deliver, title, register, warrant, or otherwise participate in vehicle transactions.
8.2 Carlarity does not guarantee, and makes no representation concerning, (a) the availability of any vehicle; (b) the accuracy or completeness of any seller, dealer, or lender representation; (c) advertised prices, listed prices, asking prices, transaction prices, incentives, rebates, taxes, fees, or financing offers; (d) title status, registration status, or salvage history; (e) safety, mechanical condition, or fitness for any purpose; (f) recall completeness or repair status; (g) the accuracy of vehicle photos or descriptions; or (h) any other matter outside Carlarity’s direct control.
8.3 You must resolve all transactional, contractual, or relational disputes directly with the relevant seller, dealer, lender, insurer, mechanic, manufacturer, or other counterparty. Carlarity has no obligation to mediate, intervene, or otherwise participate in such disputes.
9. Third-Party Data and Data Providers
9.1 The Services rely on data licensed from, or made available by, third-party providers and public sources, including without limitation: VehicleDatabases (primary multi-endpoint vehicle pricing, identity decode, and history corroboration); MarketCheck (live listing inventory and market cross-checking); the National Highway Traffic Safety Administration (“NHTSA”) vPIC decoder for vehicle identification; the NHTSA Recalls registry; FuelEconomy.gov / EPA fuel-economy and ownership-cost data; and search-augmented open-web comparable-listing corroboration sources.
9.2 Third-party data may be incomplete, delayed, inaccurate, unavailable, modified, withdrawn, or superseded at any time without notice. Carlarity does not control third-party databases and makes no representation or warranty regarding the accuracy, completeness, currency, or availability of third-party data.
9.3 Carlarity may add, remove, change, or substitute data providers at any time in its sole discretion. Third-party providers may impose technical, contractual, or use-based restrictions that limit how data may be displayed, processed, or stored.
9.4 Reports may include attribution, provenance labels, confidence labels, or other disclaimers identifying third-party data. You agree to verify any material third-party data independently — for example, by consulting the original source (such as NHTSA for recalls, the seller for vehicle condition, your lender for financing terms, or a state DMV for title status) — before relying on it.
9.5 Carlarity is not responsible for, and disclaims all liability arising from, errors, omissions, or delays in third-party data or the consequences of relying on such data.
10. Vehicle Recalls and Safety Information
10.1 Recall information displayed in the Services is sourced from NHTSA and/or other publicly available sources. Recall data may be incomplete, delayed, or outdated relative to manufacturer records.
10.2 You should verify recall status directly with NHTSA at nhtsa.gov/recalls, with the vehicle manufacturer, or with an authorized dealer before relying on Carlarity’s recall information for any safety, repair, or purchase decision.
10.3 Carlarity does not determine whether a vehicle is safe to drive. Carlarity is not a safety inspection, defect-detection, or vehicle-condition service.
11. Market Valuation and Pricing Disclaimers
11.1 Valuation ranges, market midpoints, fair-price targets, walk-away prices, target deals, depreciation curves, equity timelines, ownership-cost projections, and similar outputs are estimates based on the data available at the time of Report generation. They are not guarantees of market value, transaction value, or future performance.
11.2 Actual transaction prices and market values may differ materially based on factors including, without limitation: vehicle condition, accident or title history, options or trim differences, mileage variance, local supply and demand, dealer pricing strategy, regional fee patterns, applicable taxes, financing terms, trade-in dynamics, seller motivation, and time-on-market.
11.3 Reports may apply confidence caps or use modeled estimates when underlying evidence is limited or conflicting. Outputs labeled as “indicative,” “limited,” “modeled,” “standardized,” or similar carry a deliberately wider error band and should be independently verified before being relied on for any material decision.
12. Financing and Payment Calculations
12.1 Financing-related outputs in the Services — including APR estimates, monthly payment estimates, total-interest estimates, equity projections, and target financing terms — are calculations based on User Inputs, modeled assumptions, and applicable lender baselines. These outputs are estimates only.
12.2 Carlarity does not provide loans, credit decisions, pre-approvals, financing offers, or lending products.
12.3 Actual financing offered by any lender may differ materially from Carlarity’s estimates based on your credit profile, the lender’s underwriting policy, market conditions, the specific vehicle, and other factors. You should obtain and verify financing terms directly from licensed lenders.
13. Manual Entry and Incomplete VIN Reports
13.1 When VIN data is unavailable, incomplete, or inconclusive, the Services may permit you to manually enter vehicle identity details (“Manual Identity Reports”).
13.2 Manual Identity Reports are confidence-capped (typically at LOW or INSUFFICIENT) and clearly labeled as such. Manually entered identity data is user-provided, not independently decoded by Carlarity.
13.3 You are responsible for verifying the accuracy of all manually entered identity data before relying on any Manual Identity Report. Carlarity disclaims responsibility for inaccuracies attributable to manually entered identity information.
14. License to Use the Services
14.1 Subject to your compliance with these Terms, Carlarity grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services in the United States solely for your personal, non-commercial use in connection with evaluating a vehicle purchase contemplated by you or a member of your household.
14.2 The license granted in Section 14.1 does not include any right to: (a) commercial use, resale, lease, or sublicensing of the Services or any Carlarity Report; (b) use of the Services to generate datasets, products, or services that compete with the Services; or (c) any use beyond personal household vehicle-purchase evaluation, except as expressly permitted in writing by Carlarity.
15. Restrictions on Use
15.1 You agree that you will not, and will not permit any third party to:
- (a) scrape, crawl, harvest, index, or systematically retrieve any portion of the Services or Reports by any means, including by robots, spiders, scripts, scrapers, or other automated tools;
- (b) bypass, disable, or circumvent any technical, security, rate-limit, authentication, or access-control measure;
- (c) reverse engineer, decompile, disassemble, or attempt to derive source code, models, algorithms, scoring systems, or proprietary methods from the Services or Reports, except to the extent such restriction is expressly prohibited by applicable law;
- (d) copy, reproduce, distribute, display, publish, broadcast, transmit, or create derivative works of any portion of the Services or Reports, except as expressly permitted in Section 18;
- (e) resell, sublicense, lease, rent, time-share, or otherwise commercially exploit the Services or Reports without Carlarity’s express prior written consent;
- (f) access the Services through any automated interface, API, or other endpoint not expressly authorized by Carlarity;
- (g) use the Services to build or train any machine-learning model, dataset, classifier, or product (whether for internal use, commercial use, or competitive purposes);
- (h) introduce any virus, trojan horse, worm, time bomb, malware, spyware, or other malicious code into the Services, or attempt to overload, flood, or impair the Services or supporting infrastructure;
- (i) frame, mirror, or scrape the Services, or use meta tags or hidden text utilizing Carlarity’s name or trademarks, without express prior written consent;
- (j) impersonate any person or entity, misrepresent your affiliation, or provide false or misleading information to Carlarity;
- (k) violate any applicable law, regulation, or third-party right while using the Services;
- (l) use the Services to create, compile, or supplement competing datasets, products, services, or vehicle-data offerings;
- (m) remove, obscure, or alter any copyright, trademark, confidentiality, provenance, confidence label, disclaimer, or other proprietary notice on or accompanying any Service or Report;
- (n) use the Services to generate Reports for sale, redistribution, mass publication, syndication, journalistic publication of competitive nature, or aggregated republication; or
- (o) use the Services in any manner that could damage, disable, overburden, or impair the Services or any other person’s use and enjoyment of the Services.
15.2 Carlarity reserves all rights and remedies for breach of this Section 15, including the right to terminate accounts, pursue injunctive relief, seek monetary damages, and refer matters to law-enforcement authorities. You acknowledge that breach of this Section 15 may cause Carlarity irreparable harm for which monetary damages would be inadequate.
16. Intellectual Property
16.1 Carlarity ownership. Carlarity and its licensors own all right, title, and interest in and to the Services, including without limitation: (a) the website, application, software, code, and underlying infrastructure; (b) Carlarity Reports and the structure, format, and presentation thereof; (c) Carlarity’s data models, scoring systems, algorithms, methodologies, and confidence frameworks; (d) all text, images, designs, layouts, look-and-feel, illustrations, charts, graphs, icons, audio, video, and other content; (e) Carlarity’s name, logos, trademarks, service marks, trade names, trade dress, and related brand identifiers; and (f) all related copyrights, patents, patent applications, trade secrets, know-how, database rights, and other intellectual property rights.
16.2 Proprietary systems. Without limiting the foregoing, Carlarity claims proprietary rights in, and ownership of, the following internal frameworks (collectively, the “Carlarity Pre-Signature Intelligence™ Systems”): the Deal Intelligence Engine™, Fair Market Signal Engine™, Provider Consensus Engine™, Signal Integrity Layer™, Deal Verdict Engine™, Report Guard™, Transaction Context Engine™, Vehicle Identity Resolver™, Indicative Estimate Engine™, Decision Report Composer™, Negotiation Intelligence Engine™, and Open-Web Corroboration Engine™. Reference to these systems in the Services or in publicly available documentation does not transfer any ownership or license.
16.3 Trademarks. “Carlarity,” the Carlarity logo, “Carlarity Pre-Signature Intelligence,” and the proprietary system names listed in Section 16.2 are trademarks of Carlarity. All other trademarks, service marks, and brand identifiers appearing in or referenced by the Services are the property of their respective owners. Carfax®, Carvana®, CarMax®, Edmunds®, Kelley Blue Book®, TrueCar®, CarGurus®, Autotrader®, and Vroom® are trademarks of their respective owners. Carlarity is not affiliated with, endorsed by, or sponsored by these companies.
16.4 No transfer of rights. Your use of the Services does not grant you any ownership, license, or other right in the Services, in Carlarity intellectual property, or in any underlying data, model, scoring system, or methodology, except for the limited license expressly granted in Section 14.
17. Feedback
17.1 If you provide Carlarity with comments, suggestions, ideas, error reports, feature requests, or other feedback regarding the Services (“Feedback”), you hereby grant Carlarity a worldwide, perpetual, irrevocable, royalty-free, sublicensable license to use, modify, and incorporate the Feedback into the Services and Carlarity’s business, without obligation, attribution, or compensation to you.
17.2 You represent that Feedback you provide is original to you and does not violate any third-party right.
18. Report Use and Sharing
18.1 Personal sharing permitted. You may download, save, print, and share your own Carlarity Reports with another individual (such as a spouse, family member, mechanic, lender, insurance agent, financial advisor, or seller) for the purpose of evaluating a contemplated personal vehicle purchase, provided that the recipient: (a) receives the Report unmodified and in full; (b) does not remove or obscure any Carlarity branding, confidence labels, provenance disclosures, or disclaimers; and (c) does not reuse, redistribute, or republish the Report for any purpose other than helping you evaluate the contemplated purchase.
18.2 Prohibited uses. You may not, and you may not authorize any third party to: (a) resell, lease, license, syndicate, or otherwise commercially exploit any Carlarity Report; (b) publish or distribute Reports at scale, including in online forums, blogs, marketplaces, social media at promotional scale, or any aggregated republication; (c) scrape, mine, or compile Reports into a dataset, derivative product, or competing service; (d) misrepresent, falsify, or alter the contents of a Report; (e) use Reports as a substitute for a vehicle history report, mechanical inspection, appraisal, or other regulated or licensed service; or (f) provide Reports to dealerships, lenders, or other commercial actors in a manner that constitutes promotion, advertising, or commercial endorsement of those actors.
19. User Submissions
19.1 Certain features of the Services may permit you to submit content, including reviews, ratings, comments, error reports, customer-support communications, images, documents, vehicle-condition descriptions, and similar materials (“Submissions”).
19.2 You are solely responsible for your Submissions. You represent and warrant that each Submission (a) is accurate and not misleading; (b) is owned by you or that you otherwise have all necessary rights to submit it; (c) does not infringe any third-party intellectual property, privacy, publicity, or other right; (d) does not contain confidential, defamatory, obscene, threatening, harassing, unlawful, or otherwise objectionable content; and (e) does not contain malware or any other harmful code.
19.3 License to Carlarity. You grant Carlarity a worldwide, non-exclusive, royalty-free, sublicensable, transferable license to use, reproduce, modify, adapt, store, display, distribute, and create derivative works of your Submissions solely for the purpose of operating, providing, securing, improving, and promoting the Services, and as necessary to comply with applicable law. Carlarity will not use your Submissions to identify you publicly in marketing without your consent.
19.4 No obligation to monitor. Carlarity has the right, but not the obligation, to review, edit, remove, or refuse Submissions in its sole discretion. Carlarity is not responsible for Submissions of users or third parties.
20. Payments, Fees, Refunds, and Subscriptions
20.1 Pricing. Pricing for paid Services is displayed on the Services at the time of purchase. Carlarity may change pricing at any time, but a price change will not affect any purchase you have already completed. As of the Effective Date, paid tiers are offered as one-time purchases (Single Carlarity Report, Three Carlarity Reports, and Seven Carlarity Reports). Carlarity does not currently sell subscription-based access to Reports.
20.2 Payment processing. Payments are processed by Stripe, Inc. (“Stripe”), an independent third-party payment processor. By making a purchase, you agree to Stripe’s terms of service and authorize Carlarity and/or Stripe to charge the payment method you provide. Carlarity does not store full payment card numbers on its own systems. All payment-card data is collected and stored by Stripe in accordance with PCI-DSS standards.
20.3 Taxes. Prices displayed on the Services are exclusive of applicable sales, use, value-added, or similar taxes, unless otherwise stated. You are responsible for all applicable taxes associated with your purchase.
20.4 Failed payments. If a payment fails, is reversed, charged back, or otherwise denied, Carlarity may suspend or terminate your access to the affected Service and may pursue collection through lawful means.
20.5 Refund policy. Carlarity offers a thirty (30) day, no-questions-asked refund window from the date of purchase. To request a refund, email [email protected] within thirty (30) days of your purchase date. Refund requests submitted after the thirty-day window may be considered in Carlarity’s sole discretion. Refunds, if any, will be issued to the original payment method.
20.6 No outcome guarantee. Carlarity does not guarantee that purchasing or using any Service will (a) cause a seller, dealer, or lender to accept any negotiation position; (b) reduce the price you pay for any vehicle; (c) produce financing approval, savings, or any specific economic outcome; or (d) otherwise change the result of any vehicle transaction.
21. Beta Services
21.1 The “Carlarity Garage” feature (also referenced as “My Car”) is made available as a beta release (“Beta Services”) and continues to be developed and refined.
21.2 Beta Services may contain bugs, errors, omissions, incomplete features, or experimental functionality. Garage entries created during the beta period may be subsequently revised, withdrawn, or improved. Feature availability, valuation refresh behavior, equity tracking methodology, and data sources may change without notice.
21.3 Carlarity may limit, suspend, revoke, or terminate access to Beta Services at any time, with or without notice, in its sole discretion.
21.4 You agree to provide feedback regarding Beta Services as reasonably requested by Carlarity, subject to Section 17.
22. Communications
22.1 Service and transactional communications. By creating an account or using the Services, you consent to receive electronic communications from Carlarity related to your account, your purchases, your Reports, security notifications, policy changes, and other operational matters (“Service Communications”). Service Communications are a necessary part of the Services and are not subject to opt-out.
22.2 Marketing communications. Carlarity may send promotional emails or other marketing communications. You may opt out of marketing communications at any time by following the unsubscribe instructions in the message or by contacting [email protected]. Opting out of marketing will not affect Service Communications.
22.3 SMS / text messaging. Carlarity does not currently send SMS or text messages. If Carlarity introduces SMS communications in the future, separate program-specific terms and privacy disclosures will apply, and consent will be obtained at the time of opt-in. Consent to text messaging will not be a condition of purchase or account creation, and text-message opt-in data will not be shared with third parties for their own marketing.
22.4 Legal notices. Carlarity may send you legal notices electronically. You agree that electronic notices satisfy any legal requirement that such notices be in writing.
23. Disclaimer of Warranties
23.1 AS IS / AS AVAILABLE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES (INCLUDING ALL CARLARITY REPORTS, OUTPUTS, FEATURES, CONTENT, DATA, AND TOOLS) ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.
23.2 DISCLAIMER. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CARLARITY AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND DATA PROVIDERS (COLLECTIVELY, THE “CARLARITY PARTIES”) EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, ACCURACY, COMPLETENESS, AVAILABILITY, RELIABILITY, OR QUIET ENJOYMENT, AS WELL AS ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
23.3 NO ASSURANCES. WITHOUT LIMITING THE FOREGOING, THE CARLARITY PARTIES MAKE NO REPRESENTATION OR WARRANTY THAT: (A) THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) ANY CARLARITY REPORT, VALUATION, RANGE, MIDPOINT, TARGET, ESTIMATE, OR RECOMMENDATION WILL BE ACCURATE, COMPLETE, OR RELIABLE; (C) ANY VEHICLE IS SAFE, ACCURATELY REPRESENTED, FREE OF DEFECTS, FREE OF UNDISCLOSED HISTORY, OR WORTH PURCHASING; (D) ANY SELLER REPRESENTATION, DEALER OFFER, LENDER QUOTE, OR INSURER STATEMENT IS ACCURATE; (E) THIRD-PARTY DATA WILL BE ACCURATE, COMPLETE, OR CURRENT; (F) USE OF THE SERVICES WILL PRODUCE SAVINGS, NEGOTIATION SUCCESS, FINANCING APPROVAL, OR ANY OTHER OUTCOME; OR (G) ANY DEFECT IN THE SERVICES WILL BE CORRECTED.
23.4 YOU ASSUME ALL RISK ASSOCIATED WITH ANY DECISION MADE BASED ON THE SERVICES, INCLUDING ANY DECISION TO PURCHASE, NEGOTIATE, FINANCE, INSURE, OR REJECT ANY VEHICLE.
23.5 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES; THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU IN FULL, BUT WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
24. Limitation of Liability
24.1 EXCLUDED DAMAGES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ANY CARLARITY PARTY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS, LOST DATA, LOSS OF GOODWILL, LOSS OF USE, COST OF SUBSTITUTE GOODS OR SERVICES, OR LOSSES ASSOCIATED WITH ANY VEHICLE TRANSACTION, FINANCING ARRANGEMENT, OR PURCHASE DECISION, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF A CARLARITY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
24.2 AGGREGATE CAP. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL CUMULATIVE LIABILITY OF THE CARLARITY PARTIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES — WHETHER IN CONTRACT, TORT, OR OTHERWISE — WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT YOU PAID TO CARLARITY FOR THE APPLICABLE SERVICE OR REPORT DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) U.S. ONE HUNDRED DOLLARS ($100).
24.3 BASIS OF THE BARGAIN. THE LIMITATIONS IN THIS SECTION 24 ARE A FUNDAMENTAL ELEMENT OF THE BARGAIN BETWEEN YOU AND CARLARITY AND APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
24.4 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES; THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN FULL, BUT WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
25. Indemnification
25.1 You agree to defend, indemnify, and hold harmless the Carlarity Parties from and against any and all claims, demands, actions, proceedings, damages, losses, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or related to: (a) your access to or use of the Services; (b) your User Inputs, Submissions, or other content you provide to Carlarity; (c) your violation of these Terms or any applicable law; (d) your violation of any third-party right, including any intellectual property, privacy, or publicity right; (e) any dispute or transaction between you and any seller, dealer, lender, insurer, mechanic, or other counterparty; (f) any commercial, unauthorized, or competitive use of the Services or Reports; or (g) your fraud, intentional misconduct, or gross negligence.
25.2 Carlarity reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you will cooperate with Carlarity in asserting any available defenses.
26. Dispute Resolution; Binding Arbitration; Class-Action Waiver
26.1 Informal dispute resolution. Before initiating arbitration or filing a small-claims action, you agree to send Carlarity a written notice of dispute by mail to Soulvaya Labs, Inc., Attn: Legal, 131 Continental Drive, Suite 305, Newark, Delaware 19713, and by email to [email protected] describing the nature and basis of the claim, the specific relief sought, and your contact information. The parties will attempt in good faith to resolve the dispute within sixty (60) days of receipt of the notice. If the dispute is not resolved within that period, either party may initiate arbitration or, where eligible, small-claims proceedings.
26.2 Binding individual arbitration. Except as set forth in Section 26.3 (small claims) and Section 26.7 (opt-out), any and all disputes, claims, or controversies arising out of or relating to these Terms, the Services, the Privacy Policy, or your relationship with Carlarity (each, a “Dispute”) — including the existence, validity, scope, interpretation, breach, or termination of these Terms — will be resolved exclusively by final, binding, individual arbitration before a single neutral arbitrator administered by the American Arbitration Association (“AAA”) (the “Administrator”) pursuant to the Administrator’s then-current Consumer Arbitration Rules, as modified by this Section 26.
26.3 Small-claims exception. Either party may elect to bring an individual action in a small-claims court of competent jurisdiction, provided the claim qualifies and remains in that forum. Either party may also seek injunctive relief in court to protect intellectual property rights pending arbitration.
26.4 Class-action waiver. YOU AND CARLARITY EACH AGREE THAT DISPUTES WILL BE RESOLVED SOLELY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, COLLECTIVE, CONSOLIDATED, REPRESENTATIVE, OR MASS ACTION, AND THAT NEITHER PARTY WILL ACT AS A CLASS REPRESENTATIVE OR CLASS MEMBER, IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate claims or preside over any form of class proceeding. If a court finds this class-action waiver unenforceable as to a particular claim or remedy, that claim or remedy will proceed in court, and all other claims will remain subject to arbitration.
26.5 Jury-trial waiver. YOU AND CARLARITY EACH KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A JURY TRIAL FOR ANY DISPUTE BETWEEN YOU.
26.6 Arbitration procedure. The arbitration will be governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. Arbitration will be conducted in the county of your residence, or, at the parties’ election, by telephone, video, or written submissions. The arbitrator may award any relief permitted by law on an individual basis. The arbitrator’s award is final and binding and may be entered as a judgment in any court of competent jurisdiction. Filing and administrative fees will be allocated in accordance with the Administrator’s Consumer Arbitration Rules; if the Administrator’s rules require Carlarity to pay such fees, Carlarity will pay them. Each party will bear its own attorneys’ fees, except as provided by statute or contract.
26.7 Opt-out. You may opt out of this arbitration agreement and class-action waiver by sending written notice to [email protected] and to Soulvaya Labs, Inc., Attn: Legal, 131 Continental Drive, Suite 305, Newark, Delaware 19713, postmarked or emailed within thirty (30) days after the date you first accept these Terms. The notice must include your name, mailing address, email address, and a clear statement that you wish to opt out of arbitration. Opting out will not otherwise affect these Terms or your right to use the Services.
26.8 Confidentiality. Except as required by law or to enforce an arbitration award, the parties will keep arbitration proceedings (including filings, submissions, and the award) confidential.
26.9 Severability. If any provision of this Section 26 is found unenforceable, the unenforceable provision will be severed and the remainder of this Section 26 will continue in full force; provided that if the class-action waiver in Section 26.4 is found unenforceable as to any particular claim or relief, that claim or relief will proceed in court.
26.10 Governing law. These Terms, and any Dispute, will be governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles, except that the Federal Arbitration Act governs the interpretation and enforcement of Section 26.
26.11 Court jurisdiction (limited). If for any reason a Dispute proceeds in court rather than in arbitration, you and Carlarity agree to the exclusive personal jurisdiction and venue of the state and federal courts located in the State of Delaware for all matters not subject to arbitration, including, without limitation, claims for injunctive relief in aid of arbitration.
27. Suspension and Termination
27.1 Carlarity may suspend, restrict, or terminate your access to all or any portion of the Services, with or without notice, in its sole discretion, for any reason, including without limitation: (a) actual or suspected violation of these Terms; (b) actual or suspected fraud, abuse, or unauthorized use; (c) nonpayment, chargeback, or payment-method failure; (d) legal, regulatory, or compliance considerations; (e) security or operational risk; or (f) discontinuation of all or any portion of the Services.
27.2 Sections 5–16, 17, 18, 19, 23, 24, 25, 26, 28, 31, and any other provisions that by their nature should survive termination will survive termination of these Terms.
28. Changes to Services and Terms
28.1 Carlarity may, at any time and in its sole discretion, modify, suspend, discontinue, or remove any Service, feature, content, data source, or functionality, in whole or in part, without liability to you.
28.2 Carlarity may also amend these Terms from time to time. We will post the amended Terms on the Services with an updated Effective Date. Material changes will, where feasible, be communicated by email or in-product notice. Your continued use of the Services after the Effective Date of amended Terms constitutes acceptance of the amended Terms. If you do not agree to the amended Terms, you must stop using the Services and may close your account.
29. DMCA / Copyright Complaints
29.1 Carlarity respects the intellectual property rights of others. If you believe that any content on the Services infringes your copyright, please submit a notice to Carlarity’s designated DMCA agent below that complies with the Digital Millennium Copyright Act, 17 U.S.C. § 512:
DMCA Designated Agent
Daniel Ceccorulli
Soulvaya Labs, Inc.
131 Continental Drive, Suite 305
Newark, Delaware 19713
Email: [email protected]
29.2 Your DMCA notice must include: (a) an identification of the copyrighted work claimed to have been infringed; (b) an identification of the allegedly infringing material and information reasonably sufficient to permit Carlarity to locate it; (c) your contact information; (d) a statement that you have a good-faith belief that the use is not authorized by the copyright owner, its agent, or the law; (e) a statement, made under penalty of perjury, that the information in the notice is accurate and that you are authorized to act on behalf of the owner; and (f) your physical or electronic signature.
29.3 Counter-notices may be submitted to the DMCA agent in compliance with 17 U.S.C. § 512(g).
29.4 Carlarity may terminate, in appropriate circumstances, the accounts of users who are repeat infringers.
30. Export Control and Compliance
30.1 You represent and warrant that you (a) are not located in any U.S.-embargoed country or in any country subject to comprehensive U.S. sanctions; (b) are not identified on any U.S. government list of prohibited or restricted parties, including the Specially Designated Nationals List; and (c) will not export, re-export, or transfer the Services or any data obtained through the Services in violation of U.S. export-control laws.
30.2 You will comply with all applicable U.S. and non-U.S. laws and regulations in connection with your use of the Services.
31. Miscellaneous
31.1 Entire agreement. These Terms, together with the Privacy Policy and any other policies or notices Carlarity publishes in connection with the Services, constitute the entire agreement between you and Carlarity regarding the Services, and supersede all prior or contemporaneous agreements, communications, and proposals.
31.2 Severability. If any provision of these Terms is held unenforceable, the remaining provisions will remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving the parties’ intent.
31.3 No waiver. No failure or delay by Carlarity to exercise any right under these Terms operates as a waiver of that right. Any waiver must be in writing.
31.4 Assignment. You may not assign these Terms or any rights under these Terms without Carlarity’s prior written consent. Carlarity may assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets, or by operation of law.
31.5 Force majeure. Carlarity will not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including acts of God, war, terrorism, civil unrest, government action, labor action, internet outages, supplier failures, or natural disasters.
31.6 Headings. Section headings are for convenience only and do not affect interpretation.
31.7 Survival. Sections that by their nature should survive termination will survive, including without limitation Sections 5–8, 9, 11, 12, 13, 15, 16, 17, 18, 19, 23, 24, 25, 26, 28, and 31.
31.8 Independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, employment, or fiduciary relationship between you and Carlarity.
32. Contact
For questions, notices, or other communications regarding these Terms, please contact Carlarity at:
Soulvaya Labs, Inc.
d/b/a Carlarity
131 Continental Drive, Suite 305
Newark, Delaware 19713
Support: [email protected]
Privacy: [email protected]
Legal Notices: [email protected]
For the privacy policy, see the Privacy Policy. For what a Carlarity report is and isn’t, see the Disclaimer.