TERMS AND CONDITIONS
Effective Date: March,4,2026
These Terms and Conditions (“Terms”) form a legally binding agreement between you (“User,” “you,” or “your”) and Ayda Solutions, a general partnership formed under the laws of the Province of British Columbia, Canada, operating under the product name Clincher (“Clincher,” “Ayda Solutions,” “we,” “us,” or “our”).
By accessing or using the Clincher website, application, or related services (collectively, the “Service”), you agree to be bound by these Terms.
If you do not agree, you must not use the Service.
1. ELIGIBILITY
1.1 The Service is available to individuals and entities, including but not limited to private sellers, dealerships, marketing agencies, contractors, and other commercial users.
1.2 You must be at least eighteen (18) years of age and legally capable of entering into binding agreements.
1.3 If you use the Service on behalf of a business or other entity, you represent and warrant that you have authority to bind that entity to these Terms.
2. DESCRIPTION OF SERVICE
2.1 Clincher is a software automation tool that generates draft vehicle listings for platforms such as Facebook Marketplace.
2.2 The Service may utilize:
VIN lookup APIs
Artificial intelligence systems, including OpenAI APIs
Third-party data providers
User-supplied dealership or vehicle data
2.3 Clincher generates draft content only. Users must independently review, edit, verify, and manually publish all listings.
2.4 Clincher does not publish listings on behalf of Users.
3. USER AUTHORITY TO USE DATA
3.1 You represent and warrant that you have full legal authority to access, upload, process, and publish all data used with the Service, including:
Dealership listings
Vehicle information
VIN data
Images
Pricing
Third-party content
3.2 If you are not the owner of such data, you confirm that you have obtained all necessary permissions and consents from the rightful owner.
3.3 Clincher does not verify your authority and assumes no responsibility for unauthorized data use.
3.4 Any claim arising from unauthorized use of dealership or third-party data is solely your responsibility.
4. USER RESPONSIBILITY FOR CONTENT VERIFICATION
4.1 AI-generated and VIN-derived content may contain inaccuracies, omissions, or outdated information.
4.2 You are solely responsible for verifying:
Vehicle specifications
Required disclosures
Pricing
Condition statements
Regulatory compliance
Platform compliance
4.3 By publishing a listing generated with Clincher, you assume full legal responsibility for its content.
4.4 Clincher is not responsible for:
Misrepresentation claims
Consumer disputes
Regulatory enforcement actions
Fines or penalties
Account suspensions
Business losses
5. NO GUARANTEE OF ACCURACY
5.1 Clincher does not guarantee:
Accuracy of VIN data
Accuracy of AI-generated descriptions
Regulatory compliance
Platform acceptance
5.2 The Service is an automation tool only and does not provide legal, compliance, or regulatory advice.
6. THIRD-PARTY SERVICES DISCLAIMER
6.1 The Service relies on third parties including:
VIN data providers
OpenAI
Facebook Marketplace
Hosting providers
6.2 Clincher is not responsible for:
Third-party API errors
Data inaccuracies
Service interruptions
Platform account suspensions
Changes in external policies
6.3 Your use of third-party platforms is governed by their respective terms.
7. ACCEPTABLE USE
You agree not to:
Generate false, deceptive, or fraudulent listings
Intentionally input incorrect VINs
Violate applicable laws or platform rules
Reverse engineer or exploit the software
Circumvent technical protections
We may suspend or terminate accounts at our sole discretion.
8. INTELLECTUAL PROPERTY
8.1 The Clincher platform, software, branding, and algorithms are the exclusive property of Ayda Solutions.
8.2 Users retain ownership of their original data.
8.3 AI-generated outputs are provided without warranty of originality or non-infringement.
8.4 Users grant Clincher a limited license to process data solely to provide the Service.
9. DISCLAIMER OF WARRANTIES
The Service is provided strictly “AS IS” and “AS AVAILABLE.”
To the fullest extent permitted by British Columbia law, Ayda Solutions disclaims all warranties, including:
Merchantability
Fitness for a particular purpose
Non-infringement
Accuracy
Regulatory compliance
We do not guarantee uninterrupted or error-free operation.
10. LIMITATION OF LIABILITY
To the maximum extent permitted under the laws of British Columbia:
10.1 Clincher shall not be liable for indirect, incidental, consequential, special, punitive, or exemplary damages.
10.2 Total aggregate liability shall not exceed the total fees paid by the User in the twelve (12) months preceding the claim.
10.3 If no fees were paid, liability shall not exceed CAD $100.
10.4 Nothing in these Terms shall be interpreted to expand liability beyond what is permitted under the Partnership Act (British Columbia).
11. INDEMNIFICATION
You agree to indemnify, defend, and hold harmless Ayda Solutions and its partners from and against any claims, damages, liabilities, penalties, fines, or legal costs arising from:
Listings you publish
Data you upload
Regulatory violations
Platform violations
Unauthorized use of third-party content
Breach of these Terms
This obligation survives termination.
12. FORCE MAJEURE
We are not liable for failure or delay resulting from events beyond our reasonable control, including cyberattacks, API failures, infrastructure outages, governmental actions, or natural disasters.
13. TERMINATION
We may suspend or terminate access at any time for breach, misuse, or risk exposure.
Upon termination:
Access rights cease immediately
Liability, indemnity, IP, and dispute provisions survive
14. DISPUTE RESOLUTION
14.1 The parties shall first attempt to resolve disputes through good-faith negotiation.
14.2 If unresolved, disputes shall be submitted to binding arbitration in the Province of British Columbia under the Arbitration Act (British Columbia).
14.3 The arbitration shall be conducted by a single arbitrator in Vancouver, British Columbia.
14.4 You waive any right to participate in class actions or class arbitration.
14.5 Judgment on the award may be entered in any court of competent jurisdiction in British Columbia.
15. GOVERNING LAW
These Terms shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.
The courts of British Columbia shall have exclusive jurisdiction over any matter not subject to arbitration.
16. ELECTRONIC ACCEPTANCE
Use of the Service constitutes electronic acceptance of these Terms.
17. SEVERABILITY
If any provision is found unenforceable, the remaining provisions remain in full force.
18. MODIFICATIONS
We may update these Terms at any time. Continued use constitutes acceptance of the updated Terms.
19. ENTIRE AGREEMENT
These Terms constitute the entire agreement between you and Ayda Solutions regarding the Service.
20. CONTACT INFORMATION
Ayda Solutions
General Partnership
British Columbia, Canada
1602-216 Gilmore Ave, Burnaby, BC, V6C 0N7 Canada