These Terms of Service (the "Terms") are a legal agreement between the dealership or business that opens an account ("you", "Customer") and OWL360 IT ("we", "us", "CounterList AI"), the operator of CounterList AI. By creating an account, signing in, installing the extension, or using the service, you agree to these Terms and to our Privacy Policy. If you are accepting on behalf of a dealership, you confirm you have the authority to bind it.
The short version: CounterList AI prepares Facebook Marketplace listings for your parts department. It never publishes anything — a person on your team reviews every listing and presses Publish. You are responsible for what you publish, for your prices, and for the photographs you choose to use. We provide the software as-is, we do not guarantee sales or Facebook's behaviour, and either side can end the agreement.
1. The service
CounterList AI is listing software for dealership parts departments. It keeps a shortlist of the parts and accessories you choose to feature, looks up part details and manufacturer catalogue images where a manufacturer publishes them, drafts listing text, and — through the Chrome extension — fills in the Facebook Marketplace listing form on your behalf so that a member of your team can review it and publish it.
The service is offered to businesses, not consumers. It is intended for franchised and independent dealerships and their parts staff in Canada and the United States.
2. Accounts and seats
- Each person who uses CounterList AI needs their own login, issued by your dealership's administrator. Logins are not to be shared. A login works on one computer at a time; signing in elsewhere signs the earlier computer out.
- You are responsible for keeping passwords confidential and for everything done under your team's logins. Tell us at once if you suspect a login has been compromised.
- Your administrator controls who on your team has access and at what role. You must remove logins for people who leave your dealership.
- You must give us accurate account and billing information and keep it current.
3. You publish; we never do
CounterList AI never publishes a listing on your behalf and never acts inside your Facebook account without a person present. The extension fills fields in the Marketplace form in your own browser, in your own Facebook session; a member of your team reviews the result and presses Publish. Every listing that appears on Facebook Marketplace is published by your staff, from their account, on their decision.
You are responsible for reviewing each listing before it is published and for taking down listings for parts that have sold or are no longer for sale.
4. Your content and your responsibility
"Your content" means everything you load into CounterList AI or publish with it: your parts list and spreadsheets, part numbers, prices, descriptions, fitment, photographs you upload or select, and the text you edit or approve.
- You own your content. You give us a limited licence to store, process and display it only as needed to run the service for you.
- You are responsible for its accuracy — in particular prices, availability, condition and fitment. Where the service cannot find a price it leaves the field blank and flags it; it never invents a price. What you type in, and what you publish, is yours.
- You confirm you have the right to sell the parts you list and to use the descriptions and images you publish.
- We may remove content that we reasonably believe is unlawful, infringing, or in breach of these Terms, and will tell you when we do.
5. Photographs and third-party data
CounterList AI can find product photographs on a manufacturer's own accessory catalogue and part details on public parts websites. How it treats them is deliberate:
- Manufacturer catalogue images (for example a brand's own accessories site) may be attached automatically. As a franchised dealer of that brand you are ordinarily licensed to use its product imagery to sell its genuine parts; you confirm that this applies to you, and you must not use such images for a brand you are not authorised to represent.
- Photographs on other dealers' storefronts are never attached automatically. The service will show you that photos exist on such a page; whether to use any of them is your decision and your responsibility. We recommend your own photographs.
- Facts such as part numbers, names, fitment and list prices may be captured from public pages. Prices in a currency other than Canadian dollars are dropped rather than converted; you enter your own price.
- We do not warrant that any captured detail is current or correct. Check it before you publish.
6. AI-written copy
Listing titles and descriptions may be drafted by an AI model from the facts you supply. AI-drafted text can be wrong, incomplete or unsuitable. It is a draft for your review, not a statement by us, and you are responsible for whatever you edit, approve and publish. Do not rely on it for safety, regulatory, warranty or fitment claims without checking them yourself.
7. Facebook and other platforms
- CounterList AI is not affiliated with, endorsed by or sponsored by Meta Platforms, Inc. Facebook and Facebook Marketplace are trademarks of Meta.
- You use Facebook under Meta's own terms and Commerce Policies, which you are responsible for reading and following. We do not control what Facebook allows, how it ranks or reviews listings, or whether it changes or removes features the service depends on.
- The extension works by filling a form in your browser. If Facebook changes its form, fields may stop filling until we update the extension; we make no promise about how quickly that happens.
- We are not responsible for any action Facebook takes against your account or listings. Keeping your Facebook account in good standing is your responsibility.
8. Acceptable use
You agree not to:
- use the service to list anything you do not have the right to sell, or anything unlawful, counterfeit, recalled without disclosure, or prohibited by Facebook's Commerce Policies;
- publish misleading prices, availability, condition or fitment;
- share logins, resell access, or use the service for a business other than the one on the account;
- probe, scrape, overload, reverse-engineer or interfere with the service, its servers or its security;
- modify the extension, or use it to publish automatically or to act inside Facebook without a person reviewing each listing.
9. Plans, fees and trials
- Plans, seat counts, part limits and prices are shown in the application and may change with notice. Fees are in Canadian dollars unless stated otherwise, exclusive of applicable taxes, and billed monthly in advance.
- A free trial, where offered, ends on the date shown in your account. If you do not subscribe, your access ends; your data is kept for a reasonable period so you can subscribe later or ask for it.
- Fees are non-refundable except where the law requires otherwise. You may cancel at any time; cancellation takes effect at the end of the current billing period.
- Unpaid accounts may be suspended after notice.
10. Term and termination
- These Terms apply from the moment you first use the service until your account is closed.
- You may close your account at any time by contacting us.
- We may suspend or close an account that breaches these Terms, that is used unlawfully, or that puts the service, other customers or us at risk. Where practical we will tell you first and give you a chance to fix it.
- On closure, your right to use the service ends. We delete or anonymise your content within a reasonable time, as described in the Privacy Policy; ask before then if you want an export.
- Sections 4, 5, 6, 11, 12, 13, 14 and 15 survive termination.
11. Our intellectual property
The CounterList AI software, extension, website, name, marks and documentation are ours or our licensors' and are protected by law. We grant you a limited, non-exclusive, non-transferable licence to use them for your dealership's internal business during your subscription. Nothing in these Terms transfers ownership. Feedback you give us may be used freely, without obligation.
12. Disclaimer of warranties
The service is provided "as is" and "as available". To the fullest extent permitted by law we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement. We do not warrant that the service will be uninterrupted, error-free or secure, that captured details or AI-drafted text will be accurate, or that listings will sell, be approved by Facebook, or produce any result.
13. Limitation of liability
To the fullest extent permitted by law, we will not be liable for any indirect, incidental, special, consequential or punitive damages, or for lost profits, lost sales, lost data or business interruption, arising from or related to the service or these Terms, however caused. Our total liability for all claims in any twelve-month period is limited to the fees you paid us for the service in that period. These limits apply even if a remedy fails of its essential purpose. Some jurisdictions do not allow certain limitations; in those, our liability is limited to the smallest amount the law permits.
14. Indemnity
You will defend, indemnify and hold harmless OWL360 IT and its people from any third-party claim, loss or expense (including reasonable legal fees) arising from your content, your listings, your use of photographs or data you were not entitled to use, your breach of these Terms or of Facebook's terms, or your violation of any law.
15. Governing law
These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable there, without regard to conflict-of-law rules. The courts of Ontario have exclusive jurisdiction, and each party submits to them. If any part of these Terms is found unenforceable, the rest remains in effect. These Terms, with the Privacy Policy, are the entire agreement between us about the service.
16. Changes to these Terms
We may update these Terms as the service changes. For material changes we will post the new Terms here, revise the effective date, and notify account administrators by email or in the application at least 14 days before they take effect. Continuing to use the service after that date means you accept the new Terms.
