1Acceptance of these Terms
These Terms of Service ("Terms") are a binding agreement between CrossLot LLC ("CrossLot," "we," "us") and the motor-vehicle dealership accessing the CrossLot exchange (the "Dealer," "you"). By clicking "I agree," creating an account, listing inventory, or completing a transaction, you accept these Terms in full. If you do not agree, do not use CrossLot.
Authority to bind. The individual accepting these Terms represents that they are authorized to bind the dealership and every rooftop and account they enroll. Acceptance is logged with a timestamp and applies to all subsequent activity on the account.
2What CrossLot Is — and Is Not
CrossLot is a private, invitation-only software platform that lets independent dealers discover one another’s aged inventory and assemble suggested, dollar-balanced trades. Our role is limited to introducing dealers, surfacing a cost-to-market reference number, and coordinating logistics.
We are not a party to your transaction. CrossLot is not a motor-vehicle dealer, auction, wholesaler, broker or agent of any vehicle, consignee, lender, escrow agent, or guarantor. Every trade CrossLot displays is a suggestion. The decision to buy, sell, or swap any vehicle, and on what terms, is yours and the other dealer’s alone.
3Eligibility
CrossLot is available only to licensed motor-vehicle dealers in good standing. You represent that you hold all licenses, permits, and bonds required to buy and sell vehicles in your jurisdiction, and that you will keep them current for as long as you use the exchange.
4Listing Inventory & Reverification
What you upload is a baseline. You may list eligible aged units (generally 45 days and older) by importing your inventory feed. You are responsible for the accuracy of every vehicle you list, including title status, mileage, equipment, and condition.
We reverify your numbers. After you upload, CrossLot independently re-appraises and re-verifies each vehicle’s cost-to-market — typically within about an hour, and on a recurring basis thereafter — to confirm that no added equipment, incorrect mileage, or stale data has skewed the figure in any dealer’s favor. You authorize this reverification and agree CrossLot may adjust, hold, or route a vehicle to manual review based on it. Minimum vehicle and condition standards are set out in the CrossLot Participation Rules, incorporated by reference (Section 10).
5The Transaction Is Directly Between Dealers
When two dealers accept a swap, they enter a binding purchase-and-sale (or exchange) transaction directly with each other. The dealers are the principals — the buyer and the seller. CrossLot facilitates the introduction and the paperwork workflow but is never a buyer, seller, or intermediary owner.
Title and possession pass dealer-to-dealer. Title, ownership, and possession of each vehicle pass directly from one dealership to the other. CrossLot never takes title to, ownership of, custody of, or a security interest in any vehicle. Each dealer is responsible for proper title assignment, odometer disclosure, tax handling, and any reconditioning or disclosure obligations for the vehicles it sends and receives.
6Payment & Settlement
Dealers settle the value of a swap directly with one another. CrossLot does not hold, escrow, advance, or process the funds exchanged between dealers for the vehicles themselves. Any net dollar difference in a balanced trade is owed by one dealer to the other, not to CrossLot.
Non-payment is between the dealers. If a dealer fails to pay, fails to deliver a vehicle, or otherwise breaches a trade, that is a dispute between the two dealers. CrossLot is not responsible or liable for a counterparty’s non-payment, non-delivery, or performance, and is under no obligation to advance funds or make any party whole.
Our fees are still owed. CrossLot’s platform and transport fees (Section 8) are owed for any transaction we facilitate, regardless of whether the dealers complete settlement between themselves. We may suspend access for unpaid CrossLot fees.
7Transport & Logistics
For trades that require moving vehicles, CrossLot arranges transport on the dealers’ behalf through independent, third-party licensed motor carriers and transport brokers. CrossLot coordinates and may re-broker the load; CrossLot is not the carrier and does not itself transport vehicles.
Inspection and risk. A neutral inspection is performed at pickup and at delivery to document condition. Risk of loss and any cargo-damage claims are governed by the engaged carrier’s terms and applicable law, and are addressed between the affected dealer and the carrier. CrossLot’s responsibility is limited to arranging qualified transport in good faith and is not a warranty of any carrier’s performance.
8Fees
CrossLot charges platform and/or transport-coordination fees as quoted to you at or before the time of a trade. Unless stated otherwise, fees are due on completion of the facilitated transaction. You authorize CrossLot to invoice or charge the fees associated with trades you accept.
9Data Retention & Use
By using CrossLot, you acknowledge and agree that we collect and retain data generated through the exchange, including but not limited to vehicle data (VIN, year/make/model/trim, mileage, equipment, condition, photos), transaction data (offers, swaps, counterparties, timing, outcomes), and pricing data (cost, cost-to-market, swap values, and adjustments).
How we use it. We retain this data to operate, secure, and improve the exchange; to verify valuations; to resolve disputes; and to create aggregated and de-identified benchmarks, analytics, and products. We may retain and use data in aggregated or de-identified form indefinitely, including after your account closes. We will not publicly attribute a specific transaction price to your dealership by name without your consent, except as required by law.
10Participation Rules & Dealer Standards
Your use of CrossLot is also governed by the CrossLot Participation Rules — our published standards for eligible vehicles, condition floors, disclosure, inspection, and the swap-reversal rule — which are incorporated into these Terms by reference. We may update the Participation Rules from time to time. We may flag, hold, route to manual review, reprice, or remove any vehicle or dealer that does not meet those standards.
11Disclaimers
CrossLot is provided "as is" and "as available." Valuations, cost-to-market figures, and suggested trades are informational estimates, not guarantees of value, salability, or outcome. We do not warrant the condition, title, or description of any vehicle (which is the listing dealer’s responsibility), the conduct or solvency of any dealer, or that the exchange will be uninterrupted or error-free. To the fullest extent permitted by law, we disclaim all implied warranties, including merchantability and fitness for a particular purpose.
12Limitation of Liability
To the fullest extent permitted by law, CrossLot will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost gross, or losses arising from another dealer’s acts, omissions, non-payment, or non-performance, or from any vehicle’s condition or title. CrossLot’s total aggregate liability for any claim relating to the exchange will not exceed the CrossLot fees you paid us for the transaction giving rise to the claim.
13Indemnification
You agree to indemnify and hold harmless CrossLot from any claim, loss, or expense (including reasonable attorneys’ fees) arising out of the vehicles you list or receive, your disclosures or title handling, your transactions with other dealers, or your breach of these Terms or the Participation Rules.
14Suspension & Termination
We may suspend or terminate your access at any time for breach of these Terms or the Participation Rules, non-payment of CrossLot fees, loss of licensure, or conduct that harms the integrity of the exchange. You may stop using CrossLot at any time. Sections that by their nature should survive — including data, fees owed, disclaimers, limitation of liability, and indemnification — survive termination.
15Changes to these Terms
We may update these Terms from time to time. Material changes will be posted here with a revised effective date, and continued use of CrossLot after a change constitutes acceptance of the updated Terms.
16Governing Law & Disputes
These Terms are governed by the laws of the State of Florida, without regard to its conflict-of-laws rules. The exclusive venue for any dispute is the state or federal courts located in Palm Beach County, Florida, and you consent to that jurisdiction.
17Miscellaneous
If any provision is found unenforceable, the rest remain in effect. These Terms, together with the Participation Rules, are the entire agreement between you and CrossLot regarding the exchange. You may not assign these Terms without our consent; we may assign them in connection with a financing, merger, or sale of the business.