CypressLegal

Legal

Terms of Service

Platform, Asset Planning & Remarketing

Effective Date: January 1, 2026

These Terms of Service (“Terms”) govern access to and use of the Cypress fleet planning and vehicle remarketing platform (the “Platform”) operated by Cypress Ventures 2025 d/b/a Cypress.xyz (“Cypress,” “we,” “us,” or “our”).

By creating an account, clicking “I Agree,” or using the Platform, you agree to these Terms on behalf of yourself or your company (“Customer,” “Fleet Operator,” “Seller,” or “Buyer,” as applicable).

1. Platform Overview

Cypress is a fleet lifecycle optimization platform combining:
  • Asset planning and analytics tools
  • Fleet remarketing marketplace
  • Disposal execution services
  • Replacement procurement support
Cypress provides data-driven insights and execution support to help fleet operators optimize holding periods, disposal timing, and acquisition costs across the vehicle lifecycle.

2. Asset Planning Services

2.1 Nature of Asset Planning

Cypress provides analytical tools and advisory services that evaluate fleet assets using:
  • Mileage and utilization
  • Financing and principal balance
  • Market valuation
  • Turnback constraints
  • Cost of ownership modeling
The Platform generates recommended disposal timing, gain/loss projections, and fleet-level planning outputs (“Asset Plan”). Asset Plans are decision-support tools only. Final decisions remain solely with Customer.

2.2 Asset Plan Outputs

Asset Plans may include:
  • Optimal sale timing per VIN
  • Monthly fleet gain/loss projections
  • Cost of ownership curves
  • Turnback alignment
  • Replacement timing forecasts
Customer acknowledges projections are estimates based on market data and assumptions. Cypress does not guarantee financial outcomes.

2.3 Customer Responsibilities (Planning)

Customer agrees to:
  • Provide accurate VIN-level fleet data
  • Provide financing and mileage data
  • Participate in planning review sessions
  • Approve monthly disposal units
  • Provide floor values for approved units
Customer remains responsible for all fleet decisions.

2.4 Cypress Responsibilities (Planning)

Cypress will:
  • Normalize and validate fleet data
  • Build transparent Asset Plans
  • Explain assumptions and tradeoffs
  • Support execution after approval

3. Data and Confidentiality

Fleet data uploaded to Cypress is treated as confidential and used solely for:
  • Asset planning
  • Forecasting
  • Remarketing execution
  • Replacement planning
Cypress does not share Customer fleet data except as required to execute approved vehicle sales or procurement.

4. Remarketing Marketplace Overview

Cypress operates a dealer marketplace connecting Sellers and Buyers for fleet vehicle transactions. Cypress acts solely as a remarketing facilitator and does not take title to vehicles unless expressly agreed.

5. Seller Terms (Fleet Operators Listing Vehicles)

5.1 Authorization to Sell

By listing vehicles, Seller authorizes Cypress to:
  • Market vehicles
  • Solicit and negotiate offers
  • Communicate vehicle data
  • Coordinate inspections, transport, and delivery
  • Facilitate transaction settlement

5.2 Vehicle Listing Requirements

Seller represents each listed vehicle:
  • Has clean transferable title
  • Has no undisclosed liens
  • Has no frame or structural damage
  • Includes accurate VIN, mileage, and specs
  • Meets Cypress eligibility criteria
Floor price must be set at or above current MMR and may be reviewed weekly. Cypress may remove non-compliant listings.

5.3 Pricing and Approval

Seller:
  • Approves listing at recommended floor price
  • Approves offers within 2% below floor
  • Approves final sale
Acceptance occurs when floor is met or Seller approves.

5.4 Title and Settlement

Seller represents:
  • Ownership or authority to sell
  • Lender authorization
  • Title transfers free and clear
  • Documents provided timely
Seller issues Bill of Sale and ensures title transfer upon payment. Cypress is not responsible for title defects or lender delays.

5.5 Seller Fees

Seller agrees to pay Cypress $299 per vehicle sold. Invoices are issued weekly for completed transactions, and payment is due immediately following issuance.

5.6 Seller Condition Responsibility

Seller is solely responsible for:
  • Vehicle condition accuracy
  • Damage disclosure
  • Arbitration with Buyer
Cypress is not a party to condition disputes.

6. Buyer Terms (Dealers & Purchasers)

6.1 Buyer Eligibility

Buyers must be licensed motor vehicle dealers or approved purchasers. Cypress may approve, suspend, or remove Buyers at its discretion.

6.2 Buyer Role

Buyer agrees to:
  • Purchase vehicles from Seller, not Cypress
  • Perform an independent inspection
  • Accept Seller condition disclosures
  • Pay per transaction terms

6.3 Buyer Payment

Buyer must remit funds per agreed payment instructions. Title transfer occurs from Seller or lienholder after funds receipt. Cypress does not guarantee title timing or condition.

6.4 Buyer Disputes

All vehicle condition disputes are solely between Buyer and Seller. Cypress is not liable for:
  • Condition
  • Title
  • Transport damage
  • Arbitration outcomes

7. Replacement Procurement Support

Cypress may assist Customers in planning or procuring replacement vehicles, including:
  • Replacement timing planning
  • Volume planning
  • OEM or fleet pricing access
  • Procurement coordination
Cypress does not act as vehicle seller unless explicitly stated in a separate agreement.

8. Execution of Asset Plan

After Customer approves disposal units, Cypress may:
  • Generate recommended floor prices for seller acceptance
  • List vehicles
  • Market to dealer network
  • Coordinate buyers
  • Manage transport
  • Facilitate settlement
Customer retains final approval authority unless otherwise agreed.

9. Platform Disclaimers

Cypress:
  • Provides analytical recommendations only
  • Does not guarantee resale value
  • Does not guarantee sale timing
  • Does not guarantee buyer performance
  • Does not guarantee financial outcomes
THE PLATFORM AND SERVICES ARE PROVIDED “AS IS”.

10. Limitation of Liability

To the maximum extent permitted by law, Cypress is not liable for:
  • Fleet planning outcomes
  • Market value changes
  • Vehicle condition issues
  • Title or lien defects
  • Buyer or Seller actions
  • Lost profits or business losses
Cypress total liability is limited to fees paid to Cypress for the specific transaction or service.

11. Indemnification

Customer, Seller, or Buyer agrees to indemnify Cypress from claims arising from:
  • Vehicle ownership or title
  • Condition misrepresentation
  • Listing inaccuracies
  • Financing or lien disputes
  • Regulatory violations
  • Breach of these Terms

12. Acceptable Use

Users may not:
  • List ineligible vehicles
  • Misrepresent assets
  • Circumvent Cypress fees
  • Misuse Platform data
  • Use Platform unlawfully

13. Suspension or Termination

Cypress may suspend or terminate:
  • Non-compliant accounts
  • Fraudulent activity
  • Title risk listings
  • Marketplace abuse
  • For any other reason at Cypress’s sole discretion (within the limit of the law)
Termination does not affect fees owed.

14. Governing Law

These Terms are governed by the laws of Oklahoma, unless otherwise specified in a signed agreement.

15. Electronic Acceptance

By clicking “I Agree,” “Accept,” or creating an account, you:
  • Agree to these Terms
  • Authorize Cypress to provide asset planning
  • Authorize Cypress to remarket approved vehicles
  • Confirm authority to bind your company
  • Consent to electronic contracts
Electronic acceptance is legally binding.

16. Entire Agreement

These Terms, together with any:
  • Representation Letter
  • Fleet Sales Agreement
  • Procurement Agreement
constitute the entire agreement between you and Cypress.

17. Contact

Cypress.xyz / Cypress Ventures 2025
2261 Market Street STE 85423
customerservice@getcypress.ai
888-888-8888