Terms of Service

01Acceptance of Terms

These Terms of Service ("Terms") govern your use of the Negoshify service, including the Negoshify website at negoshify.com, the Negoshify MCP server at mcp.negoshify.com, and any related applications, tools, or interfaces (collectively, the "Service"). The Service is operated by Negoshify, Inc., a company located in Pleasanton, California ("Negoshify," "we," "us," or "our").

By accessing or using the Service — including by connecting the Negoshify MCP server to an AI client such as Claude or ChatGPT, placing a reservation, or otherwise interacting with the Service — you agree to be bound by these Terms and our Privacy Policy, which is incorporated here by reference. If you do not agree to these Terms, do not use the Service.

You must be at least 18 years old and legally able to form a binding contract in the jurisdiction in which you reside to use the Service.

02The Service

Negoshify is an automotive search and reservation platform that operates as a Model Context Protocol ("MCP") server. Users interact with the Service through AI clients that support MCP, such as Claude and ChatGPT, to:

• Search verified new and used vehicle inventory from participating California dealers;
• View pricing, comparables, and vehicle details;
• Place a reservation on a specific vehicle, which initiates a $500 refundable authorization hold on the user's payment method (the "Hold") and schedules an appointment with the relevant dealer.

Negoshify is not a car dealer, broker, or seller. We do not own, sell, finance, deliver, or otherwise transact vehicles. Inventory, pricing, vehicle condition representations, financing terms, and the ultimate sale of any vehicle are the sole responsibility of the dealer listing that vehicle (each, a "Participating Dealer"). Negoshify facilitates the discovery and reservation of vehicles, and may receive a referral fee from a Participating Dealer upon a completed sale.

03Eligibility & Accounts

The Service is currently available only to users physically located in the United States, and reservations may only be placed for vehicles listed by Participating Dealers located in California. You represent and warrant that you meet these eligibility requirements and that any information you provide to the Service (including your name, phone number, email address, and payment information) is accurate, current, and complete.

Negoshify does not maintain traditional user accounts. Reservations and associated information are identified and authenticated through the payment authorization you complete at the time of reservation and the contact information you supply.

04Reservations & the $500 Hold

How reservations work

When you place a reservation for a specific vehicle, you authorize Negoshify (through our payment processor, Stripe, Inc.) to place a $500 authorization hold on the payment method you provide. The Hold is a temporary reservation of funds on your card — not a completed charge. While the Hold is in place, the amount reduces your available balance or credit but no money has moved.

After you place a reservation, we notify the Participating Dealer and request confirmation that (a) the vehicle remains available and (b) your requested appointment time is workable. The dealer is expected to confirm within one (1) business day.

When the Hold is released

The Hold will be released — and no charge will be captured — in any of the following circumstances:

• You cancel the reservation before it is confirmed by the dealer and before you sign a binding purchase agreement;
• The Participating Dealer indicates that the vehicle is unavailable or the appointment cannot be honored;
• You attend the appointment, inspect the vehicle, and decide not to purchase;
• Seven (7) days elapse from the date the Hold was placed without the reservation being converted to a completed sale (at which point the Hold automatically expires under standard card-network rules);
• We determine, in our reasonable discretion, that the reservation cannot be fulfilled.

When a Hold is released, the authorization reversal is typically reflected in your available balance or credit within three to five (3–5) business days, depending on your card issuer. Negoshify does not control the timing at which your issuer posts the reversal.

When the Hold is captured

If, and only if, you (i) attend your appointment, (ii) enter into a binding purchase agreement with the Participating Dealer, and (iii) complete the purchase of the reserved vehicle, the $500 Hold will be captured and the $500 will be credited toward your purchase price, reducing the amount you owe the dealer by $500 at closing. Your total out-of-pocket cost for the vehicle is the same as if you had walked into the dealer directly.

Limitations

A reservation is a hold on the vehicle and an appointment to see it. It is not a binding purchase agreement, a firm price quote, or a warranty. The final purchase price, trade-in valuation, financing terms, and any negotiations remain between you and the Participating Dealer and are memorialized in the purchase agreement the dealer presents at the appointment. Negoshify does not guarantee any specific price, financing outcome, or vehicle condition.

05Purchase Relationship with Dealers

The contract for the purchase of any vehicle is solely between you and the Participating Dealer, in the same manner as a transaction in which Negoshify is not involved. Negoshify is not a party to that contract.

All representations regarding a vehicle — including its condition, history, mileage, options, pricing, availability, fees, taxes, and financing — are made by the Participating Dealer, not by Negoshify. While Negoshify makes reasonable efforts to display dealer-provided information accurately and uses third-party data sources to surface comparable pricing, we do not independently verify, inspect, or warrant any vehicle. You are responsible for inspecting any vehicle, reviewing any history report, and conducting any due diligence you consider appropriate before signing a purchase agreement.

If you have a dispute with a Participating Dealer concerning a vehicle, a purchase agreement, financing, delivery, or related matters, you agree to seek resolution directly with that dealer. Negoshify may, but is not obligated to, assist in such disputes.

06Communications & Consent

By providing your telephone number and email address to the Service and by placing a reservation, you expressly consent to receive communications from Negoshify and from the Participating Dealer associated with your reservation, including:

• Transactional text messages (SMS) and emails related to your reservation, appointment, Hold, and purchase;
• Automated or prerecorded voice messages and text messages related to your reservation and appointment;
• Marketing messages from Negoshify, which you may opt out of at any time by following the unsubscribe instructions in the message or by emailing us at support@negoshify.com.

Message and data rates may apply. Consent to receive automated marketing messages is not a condition of any purchase, lease, or reservation. This consent applies even if your telephone number is registered on any state or federal Do Not Call list. Transactional messages (such as reservation confirmations) cannot be opted out of while you have an active reservation.

07User Conduct

You agree not to:

• Use the Service for any purpose other than a genuine consumer inquiry or reservation;
• Place reservations without the present intent to attend the appointment and evaluate the vehicle in good faith;
• Use the Service to scrape, copy, or redistribute inventory, pricing, or comparables data;
• Reverse-engineer, interfere with, or disrupt the Service, the MCP server, or related infrastructure;
• Use the Service in any way that violates applicable law, including motor vehicle laws, telemarketing laws, consumer protection laws, or anti-fraud laws;
• Impersonate any other person or provide false contact information or payment information;
• Use the Service on behalf of an entity (such as a reseller, broker, or flipper) without our prior written consent.

We may suspend or terminate your access to the Service, decline or release a reservation, or take any other action we deem appropriate if we reasonably believe you have violated these Terms.

08Third-Party Services

The Service relies on third-party providers, including Stripe, Inc. for payment processing and authorization holds, and third-party AI clients (such as Claude and ChatGPT) that you use to interact with our MCP server. Your use of those third-party services is governed by their own terms of service and privacy policies. Negoshify is not responsible for the acts, omissions, availability, or policies of any third-party service.

Your payment information (including card number, CVV, and billing details) is collected and processed by Stripe directly; Negoshify does not store full payment card data on our systems.

09Intellectual Property

The Service, including its software, content, trademarks, logos, and design, is owned by Negoshify or its licensors and is protected by United States and international intellectual property laws. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your personal, non-commercial use of searching for and reserving vehicles. All rights not expressly granted are reserved.

Vehicle listings, photos, and descriptions displayed through the Service are provided by Participating Dealers and remain the property of those dealers or their licensors.

10Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. To the fullest extent permitted by law, Negoshify disclaims all warranties, including the implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising out of course of dealing or usage of trade.

Without limiting the foregoing, Negoshify does not warrant that: (a) inventory, pricing, mileage, options, or other vehicle information is accurate or current; (b) any Participating Dealer will honor a reservation, a price, or an appointment; (c) any vehicle will be in the condition you expect; (d) the Service will be uninterrupted, error-free, or secure; or (e) any price comparison or market-relative valuation ("below market," "at market," etc.) constitutes financial or purchasing advice. Vehicle price comparisons are informational only and are based on available dealer inventory data at the time of display.

11Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL NEGOSHIFY, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR LOSS OF GOODWILL, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY.

In no event shall Negoshify's aggregate liability to you for all claims arising out of or relating to the Service or these Terms exceed the greater of (i) the amount of fees you have paid to Negoshify in the twelve (12) months preceding the event giving rise to the claim (typically zero, as users do not pay Negoshify directly) or (ii) one hundred U.S. dollars (US$100).

Some jurisdictions do not allow the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers or limitations may not apply, and you may have additional rights.

12Indemnification

You agree to indemnify and hold harmless Negoshify and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to (a) your use of the Service, (b) your violation of these Terms, (c) your violation of any law or the rights of any third party, or (d) any dispute between you and a Participating Dealer.

13Termination

You may stop using the Service at any time. Negoshify may suspend or terminate your access to the Service at any time, with or without notice, for any reason, including a reasonable belief that you have violated these Terms. Sections concerning intellectual property, disclaimers, limitation of liability, indemnification, governing law, and any provisions that by their nature should survive will survive termination.

14Governing Law & Arbitration

These Terms and any dispute arising out of or relating to these Terms or the Service are governed by the laws of the State of California, without regard to its conflict-of-laws provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Binding Arbitration. Except as set forth below, any dispute, claim, or controversy arising out of or relating to these Terms or the Service (a "Dispute") shall be resolved by binding individual arbitration administered by JAMS in Alameda County, California, under its Streamlined Arbitration Rules and Procedures, and judgment on the arbitration award may be entered in any court having jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision.

Class Action Waiver. You and Negoshify agree that each may bring claims against the other only in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

Exceptions. Either party may bring an individual claim in small-claims court for any dispute within that court's jurisdiction, and either party may seek injunctive relief in a state or federal court located in Alameda County, California to protect its intellectual property rights.

Opt-Out. You may opt out of this arbitration agreement within 30 days of first agreeing to these Terms by sending written notice to legal@negoshify.com with the subject line "Arbitration Opt-Out" and including your full name and the email address associated with your reservation.

15Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will post the updated Terms on this page and update the "Last updated" date above. Your continued use of the Service after the updated Terms become effective constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, stop using the Service.

16Contact

For questions about these Terms or the Service, contact us at: