1. Introduction
This MotorStreet® User License Agreement ("MULA" or "Agreement") governs access to and use of the MotorStreet software platform, MotorStreet Vehicle Merchandising System ("VMS"), CUSA360™ Studio Control Application, inventory automation services, APIs, dashboards, studio workflow tools, vehicle photo processing systems, publishing tools, integrations, and related software services provided by MotorStreet® ("MotorStreet," "Company," "we," "our," or "us").
This Agreement applies strictly to the MotorStreet platform. It does not govern VPiX, CSI360, Smoke.net, or any other separately branded software product unless expressly incorporated by written agreement.
MotorStreet is a business-to-business automotive software platform. No consumer services are offered. Children and individuals under the age of eighteen (18) are not permitted to license, access, or use the MotorStreet platform.
2. Definitions
Customer means the dealership, automotive group, agency, vendor, business entity, or authorized representative that subscribes to, accesses, operates, or uses MotorStreet.
MotorStreet Platform means the MotorStreet VMS, CUSA360 Studio Control Application, inventory automation services, APIs, dashboards, data feed systems, vehicle photo workflow tools, vehicle publishing tools, studio automation tools, and related software components.
MotorStreet VMS means the MotorStreet Vehicle Merchandising System used to manage vehicle photo inventory, vehicle imaging workflows, VIN-based records, inventory synchronization, vehicle publishing, and third-party inventory integrations.
CUSA360 Studio Control Application means the licensed studio application used to operate, coordinate, or automate studio functions including turntable control, camera triggering, image sequencing, image processing, and workflow automation.
Dealer Data means vehicle inventory data, VIN data, pricing, descriptions, photos, metadata, stock numbers, dealership information, and related content imported, uploaded, received, processed, or distributed through MotorStreet.
Software means all MotorStreet source code, object code, scripts, databases, workflows, APIs, user interfaces, publishing systems, media processing systems, studio control systems, hosting architecture, documentation, and related technology.
3. License Grant
Subject to Customer's compliance with this Agreement, applicable sales policies, payment obligations, and any executed subscription, proposal, quote, scope of work, service level agreement, or licensing agreement, MotorStreet grants Customer a limited, non-exclusive, non-transferable, revocable license to access and use the MotorStreet Platform solely for Customer's authorized internal business purposes.
This license permits Customer to operate supported studio automation workflows, manage vehicle photo inventory, synchronize supported inventory feeds, process vehicle imagery, and publish vehicle merchandising content only within the functionality made available through Customer's active subscription or written licensing agreement.
No ownership rights are granted. All rights not expressly granted are reserved by MotorStreet.
4. Software Ownership
MotorStreet software, the MotorStreet VMS, CUSA360 Studio Control Application, APIs, workflows, studio automation logic, inventory synchronization systems, vehicle photo processing systems, and related platform components are licensed and not sold.
Customer receives no ownership interest in the MotorStreet Platform, Software, source code, object code, databases, APIs, hosting systems, studio workflows, trade secrets, publishing tools, media processing systems, user interfaces, business methods, patents, patent applications, trademarks, copyrights, or related intellectual property.
The expiration, termination, or cancellation of this Agreement shall not diminish or impair MotorStreet's ownership of its intellectual property, trademarks, trade secrets, copyrights, patents, patent applications, proprietary methodologies, or goodwill.
5. Studio Software Dependency
The MotorStreet VMS and CUSA360 Studio Control Application are required operational components of the MotorStreet studio ecosystem. These systems automate and manage vehicle imaging workflows including, but not limited to, turntable control, camera triggering, image capture sequencing, image processing, inventory synchronization, VIN decoding, vehicle photo distribution, and integration with third-party inventory management systems and website providers.
MotorStreet's VMS platform is designed to communicate with and automate incoming and outgoing vehicle photo inventory workflows involving third-party providers including, but not limited to, HomeNet®, vAuto®, Dealer Alchemy®, Dealer.com®, Dealer Inspire®, CDK®, Reynolds & Reynolds®, VinSolutions®, OEM inventory systems, DMS providers, CRM providers, and related dealer inventory management platforms.
While Customer may own physical hardware purchased from MotorStreet or its suppliers, the operational intelligence, automation features, inventory synchronization services, APIs, and studio workflow controls are provided through licensed software subscriptions. Termination of software services does not transfer ownership of, or grant any perpetual rights to use, the MotorStreet VMS, CUSA360 Studio Control Application, proprietary APIs, integrations, workflow engines, automation services, or related MotorStreet software.
6. Permitted Uses
Customer may use the MotorStreet Platform to operate supported vehicle imaging workflows, manage inventory photo assets, capture and process vehicle images, synchronize supported inventory data, distribute vehicle photos, and publish vehicle merchandising content in accordance with this Agreement and Customer's active subscription plan.
Permitted uses are limited to lawful automotive merchandising, dealership inventory management, vehicle imaging, dealer website publishing, OEM or dealer group merchandising, and related professional automotive business purposes supported by MotorStreet.
7. Prohibited Uses
Customer shall not, directly or indirectly, do any of the following:
- Reverse engineer, decompile, disassemble, copy, clone, emulate, or attempt to derive the source code, structure, architecture, workflows, APIs, or business methods of the MotorStreet Platform.
- Create derivative works based on MotorStreet software, user interfaces, workflows, studio automation systems, data feed systems, vehicle publishing systems, media processing systems, or on-premise infrastructure.
- Sell, resell, sublicense, rent, lease, assign, transfer, distribute, or commercially exploit access to the MotorStreet Platform except as expressly permitted by written agreement.
- Use scraping, bots, crawlers, automated harvesting tools, data mining, automated screenshot collection, or similar extraction methods against the MotorStreet Platform.
- Use MotorStreet software to upload unlawful, infringing, deceptive, malicious, fraudulent, or unauthorized vehicle data, pricing, imagery, or dealership content.
- Interfere with platform security, attempt unauthorized access, bypass access controls, overload servers, abuse APIs, or circumvent technical limitations.
- Publish competitive benchmarking, performance testing, security testing, or platform comparison materials without prior written permission from MotorStreet.
8. Dealer Data and Inventory Content
Customer retains ownership of dealership inventory data, vehicle photographs, VIN records, pricing, descriptions, stock numbers, dealership branding, and related Dealer Data uploaded to, imported into, or processed through the MotorStreet Platform, subject to any rights held by third parties.
Customer grants MotorStreet a limited, worldwide, non-exclusive license to host, process, store, cache, backup, display, publish, transmit, distribute, convert, normalize, map, transform, and otherwise use Dealer Data solely as necessary to provide, support, maintain, secure, and improve the subscribed MotorStreet services.
Customer represents and warrants that Customer has all rights, licenses, consents, permissions, and authority necessary to provide Dealer Data to MotorStreet and authorize MotorStreet to process, publish, distribute, and synchronize such data.
Customer is solely responsible for the accuracy, legality, completeness, timeliness, and authorization of Dealer Data, including pricing, VIN information, incentives, descriptions, vehicle status, vehicle availability, and published vehicle photos.
9. Inventory Integrations
MotorStreet may connect to, receive data from, send data to, publish through, or synchronize with third-party systems including HomeNet, vAuto, Dealer Alchemy, Dealer.com, Dealer Inspire, CDK, Reynolds & Reynolds, VinSolutions, OEM inventory systems, DMS providers, CRM providers, website providers, and related automotive technology vendors.
MotorStreet does not own, operate, or control third-party systems and is not responsible for interruptions, data errors, outages, feed failures, API changes, discontinued services, inventory mismatches, website provider changes, IMS changes, DMS changes, or modifications made by third-party vendors.
Troubleshooting, repair, restoration, redevelopment, mapping, reconfiguration, or re-integration work resulting from third-party changes may be billed at prevailing professional services rates unless otherwise covered by an active VIP Support Plan or written agreement.
10. APIs and Data Feeds
MotorStreet may provide APIs, data feeds, embedded scripts, website modules, inventory connectors, VDP scripts, custom links, or technical connectors as part of the MotorStreet Platform or under a separate written agreement.
API and data feed access may be rate limited, modified, suspended, or revoked at MotorStreet's sole discretion to protect platform stability, security, intellectual property, inventory accuracy, or other customers.
Customer shall not use APIs, feeds, scripts, or integrations to harvest data, clone platform functionality, bypass subscription limits, create competing services, access unauthorized data, or interfere with dealer inventory systems.
11. Artificial Intelligence and Machine Learning Restrictions
This restriction applies whether the activity is performed directly, indirectly, through contractors, consultants, automated tools, affiliated entities, or third-party AI services.
12. Intellectual Property Rights
MotorStreet retains all right, title, and interest in and to the MotorStreet Platform, MotorStreet VMS, CUSA360 Studio Control Application, Software, source code, object code, interfaces, workflows, APIs, data feed systems, studio automation logic, documentation, databases, trade secrets, proprietary methodologies, copyrights, trademarks, patents, patent applications, service marks, trade dress, and related intellectual property.
Customer shall not remove, obscure, alter, or misrepresent any copyright, trademark, patent, confidentiality, attribution, or proprietary notice appearing in or associated with the MotorStreet Platform.
13. Trademark, Domain Name, and Brand Protection
Customer acknowledges that MotorStreet®, MotorStreet360®, CUSA360™, Carousel USA 360, and related MotorStreet-branded products, services, logos, trademarks, service marks, trade dress, domain names, and branding elements are valuable intellectual property assets.
Without prior written consent from MotorStreet, Customer shall not register, acquire, purchase, broker, traffic in, warehouse, monetize, redirect, lease, sublicense, or otherwise exploit any domain name containing or confusingly similar to MotorStreet, MotorStreet360, CUSA360, Carousel USA 360, or any MotorStreet product or service name.
Customer shall not register social media usernames, handles, profiles, groups, pages, communities, or accounts confusingly similar to MotorStreet trademarks, nor purchase keyword advertising, sponsored listings, or search engine advertising designed to create confusion regarding MotorStreet products or services.
Customer shall not represent affiliation, partnership, endorsement, certification, ownership, reseller status, or authorization that has not been expressly granted by MotorStreet in writing.
Customer agrees that any attempt to register, traffic in, redirect, monetize, or otherwise exploit a confusingly similar domain name, social media account, advertising campaign, or digital asset may constitute trademark infringement, unfair competition, cybersquatting, bad-faith registration, and irreparable harm.
MotorStreet expressly reserves all rights available under the Lanham Act, the Anti-Cybersquatting Consumer Protection Act (ACPA), UDRP proceedings, WIPO proceedings, and applicable state and federal trademark laws.
Competitive Copying and Platform Cloning
Customer shall not copy, reproduce, imitate, reverse engineer, benchmark for competitive purposes, replicate, clone, emulate, or develop derivative products substantially similar to the MotorStreet Platform, software architecture, APIs, workflows, studio control systems, VDP scripts, inventory synchronization systems, interface designs, publishing systems, on-premise infrastructure, media processing systems, or business methods.
The foregoing restriction applies whether such activities are performed directly, indirectly, through contractors, consultants, artificial intelligence systems, machine learning systems, or affiliated entities.
14. Trade Secrets and Confidential Information
Customer acknowledges that the MotorStreet Platform, MotorStreet VMS, CUSA360 Studio Control Application, source code, object code, APIs, workflows, studio automation logic, hosting architecture, database structures, data feed mappings, VDP scripts, user interfaces, inventory automation systems, media processing systems, business methods, documentation, and related technologies constitute confidential trade secrets and proprietary intellectual property of MotorStreet.
Customer shall not disclose, misuse, copy, reverse engineer, misappropriate, or assist others in misappropriating MotorStreet trade secrets or confidential information.
15. Dealer, Vendor and Agency Independence
MotorStreet is a software provider and is not an automobile dealer, broker, DMS provider, IMS provider, OEM, website provider, advertising agency, franchise, employment provider, or vehicle sales agent.
Use of the MotorStreet Platform does not create an employment, partnership, franchise, joint venture, fiduciary, broker, dealership, OEM, or agency relationship between Customer and MotorStreet.
MotorStreet does not guarantee vehicle sales, lead generation, search engine rankings, website traffic, merchandising performance, buyer inquiries, inventory accuracy from third-party systems, or business opportunities arising from platform use.
16. Publicity and Customer References
Unless otherwise agreed in writing, Customer grants MotorStreet the right to identify Customer as a user of the MotorStreet Platform and to display Customer's company name, logo, screenshots, publicly available inventory pages, studio examples, and publicly available project examples in marketing materials, presentations, trade show demonstrations, case studies, websites, and promotional materials.
Customer may opt out of this publicity permission by providing written notice to MotorStreet.
17. Enterprise and On-Premise Licensing
Enterprise deployments, dealer group deployments, OEM deployments, private servers, on-premise installations, custom media servers, private-branded platforms, perpetual licenses, and custom-hosted systems require a separate written Enterprise, On-Premise, or White Label Licensing Agreement.
No right is granted under this MULA to host, sublicense, rebrand, clone, distribute, operate, resell, transfer, or commercially exploit a private or on-premise instance of MotorStreet unless specifically authorized by a signed written agreement.
Unless expressly stated in a signed licensing agreement, no source code license, private server ownership, unrestricted transfer right, perpetual license, or sublicense right is granted.
18. Subscription Services
MotorStreet access is provided through subscription plans, licensing agreements, service level agreements, or written service arrangements. Subscription fees may be billed monthly, annually, or according to a quote, proposal, invoice, scope of work, service level agreement, purchase order, or licensing agreement.
Customer must maintain a valid payment method on file unless otherwise approved in writing. Non-payment does not constitute cancellation. Subscription charges continue until proper cancellation has been received and confirmed according to the applicable MotorStreet Sales Policy or written agreement.
19. Account Suspension and Termination
MotorStreet may suspend, restrict, archive, disable, or terminate Customer access if Customer violates this Agreement, fails to pay amounts owed, abuses platform resources, creates security risk, infringes intellectual property rights, uploads unlawful content, misuses APIs, disrupts integrations, or engages in conduct harmful to MotorStreet, the platform, other customers, or third-party vendors.
Accounts delinquent for more than ninety (90) days may be suspended, archived, deleted, reclaimed, or made subject to reactivation and re-integration fees. MotorStreet is not obligated to maintain indefinite backups of unpaid, abandoned, suspended, or terminated accounts.
Termination does not relieve Customer from payment obligations incurred before termination, nor does it limit MotorStreet's rights relating to intellectual property, trade secrets, collections, indemnification, limitation of liability, or enforcement.
20. Reinstatement and Re-Integration
Cancellation, suspension, expiration, termination, or non-payment may result in the disconnection, removal, expiration, or deactivation of integrations, APIs, data feeds, inventory synchronization services, website merchandising services, automation workflows, studio control functions, and related software components.
Should Customer request reactivation of a previously cancelled, suspended, expired, or terminated account, MotorStreet may require payment of all outstanding balances, reinstatement fees, HomeNet re-integration fees, vAuto re-integration fees, website provider re-integration fees, custom API fees, and applicable professional services charges before reactivation or restoration of services.
MotorStreet does not guarantee that previously supported third-party integrations will remain available following cancellation, suspension, expiration, or termination. Changes made by third-party vendors during the inactive period may require additional development, testing, configuration, or custom programming, which shall be billed separately.
21. Data Portability and Exports
During an active subscription term and while Customer is in good standing, Customer may request exports of Dealer Data and account data in formats supported by MotorStreet, subject to technical feasibility, account status, storage policies, third-party restrictions, and applicable fees.
MotorStreet is not obligated to provide source code, proprietary databases, platform architecture, software components, trade secrets, unpublished APIs, internal system documentation, custom server configurations, or data not reasonably exportable through supported methods.
22. Service Availability Disclaimer
MotorStreet strives to maintain high availability but does not guarantee uninterrupted access to services. Maintenance windows, third-party outages, Internet failures, cloud infrastructure issues, DNS disruptions, dealership network problems, website provider issues, inventory provider outages, cybersecurity incidents, force majeure events, and events beyond MotorStreet's reasonable control may affect service availability.
MotorStreet may perform maintenance, updates, security patches, migrations, or infrastructure changes as needed to maintain, secure, or improve the platform.
23. Third-Party Platform Disclaimer
MotorStreet does not guarantee continued compatibility with HomeNet, vAuto, Dealer Alchemy, Dealer.com, Dealer Inspire, CDK, Reynolds & Reynolds, VinSolutions, OEM systems, DMS systems, CRM systems, website providers, cameras, turntable controllers, browsers, operating systems, or other third-party systems.
MotorStreet is not responsible for changes, outages, restrictions, API modifications, embedding rules, data format changes, website provider updates, camera firmware changes, dealer network issues, or policies of third-party platforms.
24. Warranty Disclaimer
The MotorStreet Platform is provided "as is" and "as available." To the maximum extent permitted by law, MotorStreet disclaims all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted operation, error-free performance, inventory accuracy, third-party compatibility, and availability.
25. Limitation of Liability
To the maximum extent permitted by law, MotorStreet shall not be liable for lost profits, lost sales, lost revenue, lost data, lost content, inventory errors, pricing errors, website downtime, missed leads, business interruption, incidental damages, special damages, indirect damages, punitive damages, or consequential damages.
MotorStreet's total cumulative liability shall not exceed the amount paid by Customer to MotorStreet during the twelve (12) months preceding the event giving rise to the claim.
26. Indemnification
Customer agrees to defend, indemnify, and hold harmless MotorStreet and its officers, directors, employees, contractors, affiliates, licensees, vendors, and agents from any claims, damages, liabilities, costs, and expenses, including reasonable attorney fees, arising from Dealer Data, Customer's use of the MotorStreet Platform, Customer's violation of this Agreement, intellectual property claims, privacy claims, dealership disputes, third-party platform claims, vehicle data inaccuracies, pricing inaccuracies, misuse of APIs, or violation of law.
27. Attorney Fees and Collection Costs
In the event collection efforts or enforcement actions become necessary, Customer shall reimburse MotorStreet for all collection costs and enforcement expenses, including attorney fees, court costs, collection agency fees, expert witness fees, and related expenses, whether or not litigation is filed.
28. Governing Law
This Agreement shall be governed by the laws of the State of Colorado. Exclusive venue for all disputes shall be El Paso County, Colorado.
29. Changes to Agreement
MotorStreet may update, amend, or modify this Agreement from time to time. Updated terms become effective when posted or otherwise provided to Customer. Customer is responsible for reviewing the Agreement periodically.
Continued use of the MotorStreet Platform after updated terms are posted constitutes acceptance of the updated Agreement.
30. Contact Information
MotorStreet® s a division of Virtual Pictures Corp .(VPIX®)
590 Hwy 105, Suite 276
Monument, Colorado 80132-9125
Accounts Receivable: ar@motorstreet.com
Support: support@motorstreet.com
Main Office: (719) 481-3160
Website: motorstreet360.com