CARTRADEO TERMS OF SERVICE

Version: 1.0 (Draft)
Effective Date: [To Be Determined]
Last Revised: [To Be Determined]

ARTICLE I

ACCEPTANCE OF TERMS

These Terms of Service (“Terms“) constitute a legally binding agreement between CarTradeo, LLC, together with its parents, subsidiaries, affiliates, successors, assigns, officers, directors, employees, agents, contractors, licensors, and service providers (collectively, “CarTradeo,” “Company,” “we,” “our,” or “us“), and each individual or entity accessing, browsing, registering for, listing on, purchasing through, or otherwise utilizing the CarTradeo website, mobile applications, software, or related services (collectively, the “Platform“).

By accessing or using the Platform in any manner, you acknowledge that you have read, understood, and voluntarily agree to be bound by these Terms and all policies incorporated herein by reference.

If you do not agree to every provision contained herein, you shall immediately discontinue use of the Platform.

ARTICLE II

DEFINITIONS

For purposes of these Terms, the following definitions shall apply:

“Account” means a registered user profile created for the purpose of accessing features of the Platform.

“Buyer” means any individual or entity seeking information regarding, negotiating for, or purchasing a Vehicle through the Platform.

“Seller” means any individual or entity advertising, listing, marketing, offering, or otherwise making available a Vehicle through the Platform.

“Vehicle” means any automobile, truck, motorcycle, recreational vehicle, trailer, boat, commercial vehicle, specialty vehicle, collectible vehicle, project vehicle, or other titled motor vehicle offered for sale.

“Listing” means any advertisement, photograph, video, description, specification, VIN, odometer disclosure, pricing information, or other content submitted to the Platform by a Seller.

“User Content” means all information submitted by a User including photographs, documents, comments, reviews, videos, messages, profile information, or Listings.

ARTICLE III

NATURE OF THE PLATFORM

CarTradeo operates solely as an online communications and advertising marketplace through which Buyers and Sellers may locate one another and independently negotiate transactions.

CarTradeo is not:

a motor vehicle dealer;
an automobile broker;
an auctioneer;
an escrow company;
a financing institution;
an insurance provider;
a title company;
an inspection service;
a transportation carrier;
an appraiser;
a repair facility;
an emissions testing facility;
a governmental agency; or
an agent, representative, fiduciary, employee, partner, or joint venturer of any Buyer or Seller.

No sale, transfer, exchange, lease, financing arrangement, warranty, inspection, appraisal, certification, or other transaction is entered into by CarTradeo.

All transactions occur solely between Buyers and Sellers.

ARTICLE IV

DISCLAIMER OF VEHICLE REPRESENTATIONS

CARTRADEO DOES NOT OWN, POSSESS, STORE, INSPECT, TEST DRIVE, REPAIR, RECONDITION, VERIFY, CERTIFY, OR WARRANT ANY VEHICLE ADVERTISED THROUGH THE PLATFORM.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CARTRADEO MAKES NO REPRESENTATION OR WARRANTY REGARDING:

ownership;
title status;
lien status;
accident history;
flood damage;
theft history;
salvage branding;
rebuilt branding;
odometer accuracy;
VIN accuracy;
mechanical condition;
emissions compliance;
recall completion;
safety;
roadworthiness;
merchantability;
fitness for a particular purpose;
legality of sale;
authenticity of modifications;
originality of components; or
accuracy of any Listing.

Any reliance upon information contained within a Listing shall be at the sole risk of the Buyer.

ARTICLE V

BUYER’S INDEPENDENT OBLIGATION

Each Buyer acknowledges that purchasing a motor vehicle involves inherent financial and mechanical risk.

Prior to completing any transaction, Buyers are solely responsible for:

(a) independently inspecting the Vehicle;

(b) verifying the Vehicle Identification Number;

(d) reviewing title documentation;

(e) confirming lien releases;

(f) obtaining an independent mechanical inspection;

(g) confirming emissions compliance;

(h) verifying all representations made by the Seller; and

(i) complying with all applicable federal, state, and local laws.

Failure to conduct such due diligence shall not create liability on the part of CarTradeo.

ARTICLE VI

SELLER REPRESENTATIONS, WARRANTIES, AND COVENANTS

As a condition of utilizing the Platform, each Seller hereby represents, warrants, acknowledges, and covenants that, at all times during the publication of any Listing:

Section 6.1 Authority to Sell

Seller is the lawful owner of the Vehicle or possesses full legal authority from the lawful owner to advertise and sell the Vehicle.

Seller further warrants that no Listing shall be submitted without such authority.

Section 6.2 Accuracy

Seller represents that all information contained within a Listing is true, complete, accurate, and not misleading to the best of Seller’s knowledge and belief.

Without limitation, Seller warrants the accuracy of:

VIN
Year
Make
Model
Trim
Mileage
Purchase Price
Title Status
Number of Owners
Accident History
Service History
Modification History
Engine Information
Transmission Information
Color
Factory Equipment
Optional Equipment
Known Mechanical Defects

Section 6.3 Known Defects

Seller shall disclose all material defects known to Seller that could reasonably affect:

Safety
Reliability
Value
Operation
Legal Ownership
Registration

Failure to disclose known material defects constitutes a violation of these Terms.

Section 6.4 Title Status

Seller represents that the title status selected within the Listing accurately reflects the legal status of the Vehicle including, but not limited to:

Clean
Salvage
Rebuilt
Reconstructed
Flood
Hail
Lemon Law Buyback
Manufacturer Repurchase
Bonded Title
Other Branded Title

Section 6.5 Odometer

Seller certifies that the mileage disclosed is believed to be accurate and has not knowingly been altered, disconnected, rolled back, or otherwise manipulated.

Seller acknowledges that knowingly misrepresenting mileage may constitute a violation of federal and state law.

Section 6.6 VIN

Seller certifies that the VIN entered into the Platform accurately identifies the Vehicle being advertised.

Seller shall not intentionally alter, conceal, substitute, clone, or misrepresent any Vehicle Identification Number.

Section 6.7 Photographs

Seller warrants that all photographs:

depict the advertised Vehicle;
have not been materially altered so as to misrepresent condition;
do not infringe upon the intellectual property rights of another person; and
accurately portray the Vehicle at the time of publication.

Section 6.8 Compliance with Law

Seller agrees to comply with all applicable:

Federal Laws
State Laws
Local Ordinances
Registration Requirements
Odometer Disclosure Laws
Consumer Protection Laws

Section 6.9 Prohibited Listings

Seller shall not advertise:

stolen property;
counterfeit titles;
cloned VIN vehicles;
fictitious vehicles;
duplicate listings intended to manipulate search results;
vehicles offered without legal authority;
vehicles advertised for fraudulent purposes;
vehicles subject to active law enforcement seizure;
vehicles intended solely to collect deposits;
misleading “bait” advertisements.

Section 6.10 Continuing Duty

Seller shall immediately update or remove any Listing that becomes materially inaccurate.

ARTICLE VII

GRANT OF LICENSE

Seller grants CarTradeo a worldwide, perpetual, non-exclusive, royalty-free, transferable, sublicensable license to host, reproduce, modify for formatting, distribute, display, archive, promote, advertise, and otherwise utilize Listing content for operation, marketing, indexing, and promotion of the Platform.

ARTICLE VIII

DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

Section 8.1 Platform Provided “AS IS”

THE PLATFORM, INCLUDING ALL LISTINGS, CONTENT, SOFTWARE, SERVICES, FEATURES, SEARCH RESULTS, MESSAGES, ADVERTISEMENTS, AND INFORMATION MADE AVAILABLE THROUGH CARTRADEO ARE PROVIDED STRICTLY ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CARTRADEO EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION:

MERCHANTABILITY;
FITNESS FOR A PARTICULAR PURPOSE;
TITLE;
NON-INFRINGEMENT;
QUIET ENJOYMENT;
COURSE OF DEALING;
COURSE OF PERFORMANCE;
USAGE OF TRADE.

CARTRADEO DOES NOT WARRANT THAT THE PLATFORM SHALL OPERATE WITHOUT INTERRUPTION, ERROR, VIRUS, SECURITY BREACH, DATA LOSS, OR OTHER DEFECT.

Section 8.2 No Guarantee of Transactions

CARTRADEO DOES NOT GUARANTEE:

Any vehicle will sell;
Any buyer will complete a purchase;
Any seller owns the vehicle advertised;
Any listed price reflects fair market value;
Any listing is truthful;
Any title is transferable;
Any financing will be approved;
Any inspection will reveal all defects;
Any payment will be completed;
Any transaction will occur.

Section 8.3 No Professional Advice

INFORMATION PROVIDED THROUGH THE PLATFORM SHALL NOT CONSTITUTE:

Legal Advice;
Tax Advice;
Financial Advice;
Mechanical Advice;
Appraisal Services;
Safety Certifications;
Engineering Opinions;
Dealer Inspections;
Warranty Coverage.

USERS SHALL CONSULT THEIR OWN PROFESSIONAL ADVISORS.

Section 8.4 Assumption of Risk

BUYERS AND SELLERS ACKNOWLEDGE THAT PRIVATE VEHICLE TRANSACTIONS INVOLVE RISKS INCLUDING, WITHOUT LIMITATION:

Fraud;
Theft;
Counterfeit Funds;
Title Defects;
Hidden Mechanical Defects;
Accident Damage;
Odometer Fraud;
VIN Fraud;
Identity Theft;
Personal Injury;
Property Damage;
Vehicle Repossession;
Lien Claims;
Recall Issues;
Third-Party Criminal Conduct.

USERS VOLUNTARILY ASSUME ALL SUCH RISKS.

Section 8.5 Limitation of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CARTRADEO SHALL NOT BE LIABLE FOR ANY:

DIRECT DAMAGES;
INDIRECT DAMAGES;
INCIDENTAL DAMAGES;
CONSEQUENTIAL DAMAGES;
SPECIAL DAMAGES;
EXEMPLARY DAMAGES;
PUNITIVE DAMAGES;
LOST PROFITS;
LOST BUSINESS OPPORTUNITIES;
LOST DATA;
LOSS OF GOODWILL;
DIMINUTION OF VEHICLE VALUE;
REPAIR COSTS;
STORAGE FEES;
TOWING EXPENSES;
TRANSPORTATION COSTS;
ATTORNEY FEES;
COURT COSTS;
EXPERT WITNESS FEES;
MEDICAL EXPENSES;
EMOTIONAL DISTRESS;
PERSONAL INJURY;
WRONGFUL DEATH;
PROPERTY DAMAGE;
OR ANY OTHER LOSS ARISING OUT OF OR RELATED TO THE USE OF THE PLATFORM.

Section 8.6 Maximum Liability

NOTWITHSTANDING ANY PROVISION CONTAINED HEREIN, THE AGGREGATE LIABILITY OF CARTRADEO FOR ANY CLAIM ARISING OUT OF OR RELATED TO THE PLATFORM SHALL NOT EXCEED THE GREATER OF:

(a) ONE HUNDRED UNITED STATES DOLLARS (US $100.00); OR

(b) THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY THE CLAIMANT TO CARTRADEO DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Section 8.7 Third-Party Conduct

CARTRADEO SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR THE ACTS OR OMISSIONS OF:

BUYERS;
SELLERS;
DEALERSHIPS;
TRANSPORT COMPANIES;
FINANCIAL INSTITUTIONS;
INSPECTION SERVICES;
WARRANTY COMPANIES;
TITLE AGENCIES;
ESCROW SERVICES;
PAYMENT PROCESSORS;
GOVERNMENTAL AGENCIES;
OR ANY OTHER THIRD PARTY.

Section 8.8 User Responsibility

EACH USER AGREES THAT THEY ARE SOLELY RESPONSIBLE FOR:

THEIR DECISIONS;
THEIR NEGOTIATIONS;
THEIR PAYMENTS;
THEIR INSPECTIONS;
THEIR TITLE VERIFICATION;
THEIR REGISTRATION;
THEIR TAX OBLIGATIONS;
THEIR INSURANCE;
THEIR COMPLIANCE WITH APPLICABLE LAW.

Section 8.9 Release

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH USER IRREVOCABLY RELEASES CARTRADEO FROM ANY AND ALL CLAIMS, DEMANDS, ACTIONS, DAMAGES, LOSSES, COSTS, EXPENSES, AND LIABILITIES ARISING OUT OF OR RELATED TO ANY TRANSACTION, COMMUNICATION, LISTING, OR INTERACTION BETWEEN USERS OF THE PLATFORM.