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BidaCar.com User Agreement and Privacy Policy BIDACAR AUTHORIZED USER AGREEMENT I. INTRODUCTION AND DEFINITIONS: A. BidaCar provides a proprietary online system that allows users to buy and/or sell vehicles to other Users through the internet or mobile telephone services. Users of the System must be registered and approved by BidaCar. Through BidaCar's System, Users can (1) offer cars to other Users; (2) access information about vehicles which are offered by other Users; (3) make bids upon, and potentially purchase, cars from other Users; and (4) obtain informal appraisals of vehicles from BidaCar. B. As a registered User, approved as such by BidaCar, and by using the BidaCar online system (referred to in this agreement as the "Service" and/or the "System"), You (also referred to in this agreement as "User", "Buyer" and/or "Seller") agree to the following terms and conditions (also referred to in this agreement as the "Terms of Use," "TOS" and/or the "Agreement"). Additional terms and conditions displayed on BidaCar' website at www.bidacar.com now or in the future, or as provided to you otherwise, become part of this agreement by reference. II. GENERAL PROVISIONS A. You understand that the Service, and the software embodied within the Service, may include security components that permit digital materials to be protected, and use of the Service and materials is subject to usage rules set by BidaCar and/or its content providers. You agree to be bound by these Terms of Use and usage rules. You may not attempt to override or circumvent any of the TOS or usage rules embedded in the Service. B. You understand that the technical processing and transmission of the Service, including your material and information you provide to BidaCar, may involve (a) transmissions over various computer and mobile telephone networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. C. You acknowledge that BidaCar reserves the right, in its sole discretion with or without notice, to temporarily or permanently change the System, Service, Terms of Service, usage rules and/or the general business practices. D. In connection with the Service, you agree to abide by all applicable laws, not use the System for any unlawful purpose and not violate any other persons's rights. This includes abiding by the laws of Washington, the laws of your home state, United States Federal law and any other applicable laws or regulations. III. USER ACCOUNTS A. Registration Required for Authorized Users 1. Registration Material: Any individual or entity wishing to sell or purchase a vehicle through the System must (1) complete the BidaCar Registration Forms; (2) submit all requested documents to BidaCar; and (3) be accepted by, and continue being accepted by, BidaCar as a qualified User. 2. Licensed Vehicle Dealers Only: All Users must be currently licensed automobile dealers. ALL TRANSACTIONS MUST BE BY AND BETWEEN LICENSED VEHICLE DEALERS. THERE ARE NO TRANSACTIONS ALLOWED BY OR WITH CONSUMERS. 3. Authorized Users For Your Business Only: All persons using the System through your account must be your authorized employees or agents conducting business for You. You will only conduct business for yourself through your account, and you will not allow others to conduct their business through your Account. All persons using your account must have authority to bind you and/or your company to contracts. 4. Registration Maintenance and Potential Cancellation: BidaCar reserves the right, at any time without prior notice, and at its sole discretion, to deny or cancel User's access to the Service. You acknowledge that BidaCar has the right, in its sole discretion, to delete, disable or suspend your Login and/or any postings or transactions at any time for any reason, including without limit for any violation of this TOS, Sales Rules and/or other laws or regulations. 5. Accounts Not Assignable: User accounts are not assignable and cannot ever be transferred to another entity. If you allow anyone to use your account, you are ultimately responsible for their account activity. B. Account Set Up, Password, Security and Responsibilities 1. Your Account: Once accepted by BidaCar, you will receive an email notification from BidaCar indicating that your account has been enabled. The User Name and Password you selected will then provide access to the system through the login section of the home page. 2. Your Account Security: You are responsible for maintaining the confidentiality and security of your Password and Login. You will ensure that you exit from your account at the end of each session. You agree your Login will only be used by or disclosed to authorized employees/agents qualified to do business on your behalf as an automobile dealer/wholesaler. 3. Your Account Responsibilities: You are fully responsible for all activities that occur under your account, including without limitation the following activities: vehicle postings; offers to sell; bids to purchase; acceptance of offers; sales; and purchases. a. BidaCar cannot and will not be liable for any loss or damage arising from your failure to comply with your security and use obligations. b. You agree to immediately notify BidaCar, verbally and in writing, of any unauthorized use of your Login, Password or Account, or of any other breach of security. In the event that you notify BidaCar verbally and in writing of any such unauthorized use, you shall still be responsible for all activity on your account, except for activity which occurs after proper notification is acknowledged by BidaCar. c. Within a reasonable time after receiving written notice of any such unauthorized use of your Account, BidaCar will disable the Account. 4. Privacy and Use of Your Account Information: a. BidaCar will keep your information and content you provide during registration reasonably confidential. BidaCar will not disclose your information to third parties except as necessary to facilitate your requested transactions. b. You acknowledge, consent and agree that BidaCar may access, preserve, and/or disclose your account information and content if required to do so by law, or in a good faith belief that such access, preservation or disclosure is reasonably necessary to: (1) comply with legal process; (2) enforce the TOS; (3) respond to claims by other Buyers or third parties; (4) respond to your requests; or (5) protect the rights, property, or personal safety of BidaCar, its Sellers, Buyers, Users and the public. c. BidaCar retains the right to use your private information in aggregate and/or for statistical purposes both internally and externally. IV. YOUR SYSTEM USE OBLIGATIONS In using the System and your Login, you agree to: A. provide accurate information to the System, including without limitation information concerning registration, posted vehicles, bids, sales, purchases and any information potentially material to a transaction or the operation of the System; B. refrain from fraudulent and/or misleading conduct, representations or other activity; C. refrain from any activity to unfairly manipulate the System's pricing, bidding or sales process; D. refrain from interfering with other User's fair use of the system; E. timely pay any money due to BidaCar or to anyone pursuant to a System transaction; F. timely complete all transactions to which you have agreed; G. timely respond to reasonable requests for information; H. timely claim or accept delivery a vehicle you have agreed to purchase under the Service; I. if selling a vehicle, you must be the only legal owner of the vehicle at the time the sale is completed, and legally capable of providing full ownership of the vehicle upon completion of the transaction; J. refrain from contacting other Users directly to potentially conclude, outside the System, transactions for vehicles posted within the System; K. not violate any other another person's intellectual property rights, including without limitation their patents, trade secrets, trademarks and/or copyrights; L. refrain from allowing unauthorized persons to use the System through your Account and/or Login; M. maintain a valid, current dealership registrations and/or licenses; and N. comply with these TOS, Sales Rules, Sales Agreements and all applicable laws and regulations. V. BidaCar FEES BidaCar obtains fees for the Service from transactions that are completed through the System. These fees are disclosed by BidaCar (listed below this agreement) and agreed to by Users. Unless you list, buy or sell a vehicle through the System, you will not encounter any fees from BidaCar, but BidaCar reserves the right to change this fee system at its sole discretion. VI. NO WARRANTY FROM BIDACAR, RELEASE OF LIABILITY, AND DAMAGE LIMITATIONS A. No Warranty of User Content, Users, Vehicles or Contracts: 1. Pursuant to this agreement and others like it, BidaCar simply facilitates wholesale vehicle transactions between authorized Users, including facilitating communications between Users about vehicles, vehicle attributes and sales terms. AS SUCH, UNLESS EXPRESSLY AGREED OTHERWISE IN WRITING, BIDACAR DOES NOT AND CANNOT VERIFY, EVALUATE, WARRANT OR GUARANTEE (EXPRESS, IMPLIED OR OTHERWISE): a. the accuracy of the User content, User information and/or User representations; b. the condition, performance, performance characteristics or attributes of the vehicles in the System; c. the contractual performance, attributes and/or reliability of Users; and/or d. the User's performance of obligations of User contracts formed by use of the System. 2. Discretionary User Maintenance: BidaCar will, however, exercise its sole discretion to reasonably act to admonish, limit and/or cancel access of Users who post inaccurate information, make misrepresentations or otherwise breach their obligations under these TOS and/or Sales Terms. 3. No Warranty of the System: BidaCar provides the Service on this website “as is,” “with all faults” and “as available,” and the entire risk as to satisfactory quality, performance, accuracy, and effort is with you. To the maximum extent permitted by applicable law, BidaCar makes no representations, warranties or conditions, express or implied, and expressly disclaim any and all warranties or conditions, express, statutory and implied, including without limitation (1) warranties or conditions of merchantability, fitness for a particular purpose, workmanlike effort, accuracy, title, quiet enjoyment, no encumbrances, no liens and non infringement, (2) warranties or conditions arising through course of dealing or usage of trade, and (3) warranties or conditions of uninterrupted or error free access or use. 4. No Responsibility for User Breach of Sales Contracts: BidaCar cannot warranty, guarantee or be responsible for any breach by Users of sales agreements formed by use of the System. B. Release of BidaCar: Other than as expressly stated in this agreement, YOU (AND ALL USERS) RELEASE BIDACAR FROM ANY AND ALL LIABILITY FOR ANY DAMAGES YOU MAY CLAIM RESULT FROM YOUR USE OF THE SERVICE. More specifically, You irrevocably and unconditionally waive and release your rights (if any) to recover from BidaCar, its directors, officers, employees, representatives, agents, subsidiaries, and affiliates any and all damages, losses, liabilities, costs or expenses (and claims thereof), whether direct or indirect, known or unknown, or foreseen or unforeseen, which may be caused by, arrive from or be related to your use of the Service. C. Damage Limitation: UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL BIDACAR BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGE OR LOST PROFITS THAT RESULT FROM OR ARE RELATED TO YOUR USE OF THE SYSTEM, INCLUDING WITHOUT LIMITATION THE SALE, DISTRIBUTION, USE OF (OR THE INABILITY TO USE) ANY VEHICLE APPRAISED, BOUGHT OR SOLD IN THE SYSTEM, EVEN IF BIDACAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. VII. INDEMNITY You agree to indemnify, defend and hold BidaCar, and its subsidiaries, affiliates, officers, agents, co branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party against BidaCar due to or arising out of Your use of the Service, including without limitation: any violations by you of the TOS; any violation by you of the purchases/sales terms or agreements reached through the System; and/or your violation of any rights of another. Upon request you will provide BidaCar with a reasonable advance payment for such defense and indemnification. VIII. ARBITRATION AGREEMENT BETWEEN YOU AND BIDACAR Any unresolved controversy or claim between you and BidaCar arising out of or relating to this Agreement (except as (1) otherwise provided in this Agreement, or (2) any such controversies or claims arising out of BidaCar intellectual property rights for which a provisional remedy or equitable relief is sought) shall be submitted to arbitration by one arbitrator mutually agreed upon by the parties. If no agreement can be reached within 30 days after names of potential arbitrators have been proposed by the American Arbitration Association (the "AAA"), then the arbitration shall be conducted by one arbitrator having reasonable experience in wholesale automotive sales transactions of the type provided for in this Agreement and who is chosen by the AAA. The arbitration shall take place in King County, Washington, in accordance with the AAA rules then in effect, and judgment upon any award rendered in such arbitration will be binding and may be entered in any court having jurisdiction thereof. Each party will bear its own costs and attorneys fees in respect to any disputes arising under this Agreement. IX. INTELLECTUAL PROPERTY RIGHTS A. You have only the right to use the System, and then only if you are an authorized User in good standing as determined solely by BidaCar. All rights and interests in the System, its technology, its trademarks, its service marks, software, copyrights and other know how related to the Service is the sole property of BidaCar. Under no circumstances shall You claim any ownership rights to the Service. B. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials, information and/or software provided by BidaCar to You during the Service, in whole or in part, is strictly prohibited. C. You (and other Users) expressly grant to BidaCar a worldwide, non-exclusive, perpetual, royalty-free and irrevocable license to use, copy, distribute and/or display the information and/or material which you and other Users submit to BidaCar (both during the User Registration Application and the Service). D. By submitting material to BidaCar in association with the Service, you represent that you are the owner of that material, or that you otherwise have the rights to submit, use and/or copy that material. X. GENERAL PROVISIONS A. Choice of Law and Forum: The TOS and the relationship between you and BidaCar shall be governed by the laws of the State of Washington without regard to its conflict of law provisions. You and BidaCar agree to submit to the personal and exclusive jurisdiction of the courts and/or arbitrators located within the county of King, Washington. B. Waiver and Severability of Terms: The failure of BidaCar to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect. C. No Agency: The relationship between You and BidaCar is that of customer and services provider, and as such, neither party is, nor may either party represent itself as, an employee, agent, partner, franchisee or joint venturer of the other. This Agreement is not authority for You to act for BidaCar in any way. FEE SCHEDULE Silver Membership Level requires a one-time $199 registration fee. This fee will be credited toward any buy/sell transaction fee occuring within 45 days of this registration becoming effective. For your membership you receive the ability to bid on and purchase cars, you will also be able to post and sell your fresh trades and aged units with your membership, additional fees are only charged if an outside agency posts cars at your request (listing fee) or your auction is successful (buy / sell fee). Your membership also allows you to search and post to AUTOS WANTED contacting all interested members of BidaCar via e-mail and text message. AUTOs WANTED will allow you to request cars for customers or inventory in minutes. 199.00 buy / sell fee BidaCar will receive a fee from both the buyer and seller of every successful auction. All arbitration and adjustments will be the responsibility of the buyer and seller. Unwinds will not be charged to either party. Buyer is responsible for all transportation cost. Listing fee A $10.00 listing fee per unit will be charged by a BidaCar listing agent, should you request a car to be posted for you. A BidaCar listing will include a full condition report with up to seven pictures. This service must be approved by the selling dealer authorized to post cars to BidaCar. Condition reports will be provided and must be signed by an authorized BidaCar member, the member will receive a copy of the BidaCar condition report. NOTE: Prices may change up or down, a 30 day advanced notice will be given of any price fluctuations.

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• I accept the User Agreement and Privacy Policy above.
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