Terms of Service

These Terms of Service (“Terms”) constitute a binding agreement between you and Torque.ai Incorporated, a Delaware corporation operating as RunTorque (“RunTorque,” “we,” “us,” or “our”). By accessing or using the RunTorque platform, application programming interfaces, dashboards, or related services (collectively, the “Service”), you agree to be bound by these Terms.

1. Eligibility

You may use the Service only if you (a) are at least 18 years of age, (b) have the legal capacity to enter binding contracts, and (c) are not barred from receiving the Service under applicable law. If you are accessing the Service on behalf of a business entity (such as a dealer, lender, or other organization), you represent that you have authority to bind that entity to these Terms.

2. The Service

RunTorque provides software infrastructure connecting automotive and other consumer-goods dealers (“Dealers”) to lenders, credit unions, banks, and finance companies (“Lenders”) for the routing of credit applications and the orchestration of related lending workflows. The Service includes a dealer portal, a lender portal, a consumer-facing application experience, and supporting integrations.

RunTorque is not a lender, a creditor, or a broker of credit. RunTorque does not extend credit, make credit decisions, or guarantee approval of any application. All credit decisions are made independently by the participating Lenders. AI-generated assessments and routing recommendations produced by the Service are decision-support tools only and do not constitute credit decisions.

3. Accounts

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You must notify us immediately of any unauthorized use.

4. Acceptable Use

You agree not to:

• Use the Service for any unlawful purpose or in violation of any applicable law, including the Fair Credit Reporting Act, the Equal Credit Opportunity Act, the Truth in Lending Act, or state consumer protection laws
• Submit false, fraudulent, or misleading information through the Service
• Attempt to gain unauthorized access to the Service or to any account other than your own
• Reverse engineer, decompile, or attempt to derive the source code of any part of the Service
• Use the Service to harass, harm, or violate the rights of any other person

5. Fees

Use of the Service may require payment of fees as set forth in the applicable order form, subscription agreement, or fee schedule. Fees are non-refundable except as expressly required by these Terms or applicable law.

6. Consumer Reports

Where the Service is used to obtain consumer reports, you represent and warrant that you have established a permissible purpose under the Fair Credit Reporting Act, 15 U.S.C. § 1681b, and that you will use information received only for that permissible purpose. RunTorque maintains audit records of permissible-purpose declarations.

7. Intellectual Property

The Service, including all software, content, design, and trademarks, is owned by Torque.ai Incorporated or its licensors. We grant you a limited, non-exclusive, non-transferable, revocable license to use the Service in accordance with these Terms.

8. Data and Privacy

Our handling of your information is governed by our Privacy Notice and, where applicable, our FCRA Disclosures and the additional terms in any executed Data Processing Addendum.

9. Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT WILL BE ACCURATE OR RELIABLE.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL RUNTORQUE, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SERVICE.

OUR TOTAL CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO RUNTORQUE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE THOUSAND DOLLARS ($1,000).

11. Indemnification

You agree to indemnify and hold harmless Torque.ai Incorporated and its affiliates, officers, directors, employees, and agents from any claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees, arising out of (a) your use of the Service in violation of these Terms, (b) your violation of any applicable law, or (c) your violation of the rights of any third party.

12. Termination

We may suspend or terminate your access to the Service at any time, with or without cause and with or without notice. Sections that by their nature should survive termination (including Sections 6, 7, 9, 10, 11, 13, and 14) will survive.

13. Governing Law and Disputes

These Terms are governed by the laws of the State of Delaware without regard to its conflict-of-laws principles. Any dispute arising out of or relating to these Terms or the Service will be resolved exclusively in the state or federal courts located in New Castle County, Delaware, and the parties consent to the jurisdiction of such courts.

14. General

• If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full effect.
• Our failure to enforce any right or provision will not be deemed a waiver.
• These Terms, together with any documents incorporated by reference, constitute the entire agreement between you and RunTorque regarding the Service.
• We may update these Terms from time to time. Continued use of the Service following any update constitutes acceptance.

15. Contact

Questions about these Terms may be directed to legal@runtorque.ai or by mail to Torque.ai Incorporated, 800 N. King Street, Suite 304, Wilmington, DE 19801.