This is a binding legal agreement between you, your business and your representatives (collectively, “you,” “your” or “Customer”) and GitCar Inc. (“GitCar Inc,” “we” or “our”). These terms of service (“Terms”) cover your use and access to the services available from GitCar Inc. through which you may sell and purchase vehicles and any services provided related thereto (the “Services”). A Customer can mean the party selling a vehicle (the “Seller”), the party buying a vehicle (the “Buyer”), anyone who bids on a vehicle, or anyone using the Services. These Terms and any amendments to them will be effective as of the date specified herein or in the amended Terms. By using or accessing the Services, you agree to be bound by the current Terms, the GitCar Inc. Privacy Policy

1. Eligible Participants

GitCar Inc. provides a business-to-business online marketplace. Only representatives of licensed dealerships are eligible to participate. By using the Services, you represent and warrant that you are a licensed dealer of motor vehicles and are legally eligible to purchase or sell wholesale vehicles for resale. A state issued dealer’s license, applicable resale certificate(s), and federal tax identification are among the documents and information a dealership will need to provide to utilize the Services. Seller appoints GitCar Inc as its agent to sell the vehicle and authorizes the sale of the subject vehicle.

2. Registration

To be eligible to access the Services, you must complete GitCar’s Inc. online registration process. Upon receipt and approval of your registration documents, you and your designated authorized representatives (“Authorized Representatives”) will be issued unique names and passwords to access the Services. You are liable and responsible for all actions, omissions and any failure to act of your Authorized Representatives in connection with your Authorized Representatives’ use of the Services. You represent and warrant that all information that you provide to GitCar Inc. is accurate and complete and that you will notify us in writing of any changes to the information provided. You hereby authorize GitCar Inc. to share the information you provide to us (including, without limitation, financial information) with GitCar Inc. partners solely to the extent such information is needed to provide the Services. You agree not to give anyone access to the Services other than your Authorized Representatives. Further, you represent and warrant to GitCar Inc. that: (a) you and your Authorized Representatives are in compliance with and shall comply with all laws and regulations that apply to your business; and (b) you and your Authorized Representatives have secured and will maintain all permits, licenses and governmental approvals required to operate your business including, without limitation, as required to access and participate in the Services. We reserve the right to temporarily or permanently suspend your access rights and/or the access rights of any of your Authorized Representatives at any time in our sole and absolute discretion.

3. Permitted Use

You agree that you will use the Services solely for your internal business purposes and will not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third party, other than to your Authorized Representatives or as otherwise contemplated by these Terms; (ii) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material that violates third party privacy rights; (iv) send or store malicious code or viruses; (v) interfere with or disrupt the integrity or performance of the Services or the data contained therein; or (vi) attempt to gain unauthorized access to the Services or its related systems or networks. You further agree that you will not (i) modify, copy or create derivative works based on the Services; (ii) frame or mirror any content forming part of the Services; (iii) reverse engineer or decompile the Services; (iv) access the Services in order to (A) build a competitive product or service, or (B) copy any ideas, features, functions or graphics of the Services; or (v) permit or authorize any third party to do any of the above at your direction or on your behalf.

4. GitCar’s Inc. Role

GitCar Inc. provides services to facilitate the exchange of vehicles between Buyers and Sellers. GitCar Inc. does not take title to the vehicles listed for sale via the Services. GitCar Inc. is neither the Buyer nor the Seller of the vehicles listed for sale. As a commercial party, you should research the condition and value of the vehicle and the terms of sale before bidding. GitCar Inc. is not a party to the vehicle sale contract, but is a third-party beneficiary of the contract, entitled to the parties’ performance and to seek legal remedies for the parties’ breach. You agree that any legal claims arising out of a transaction will be between you and the other party (either Buyer or Seller) in the transaction and not against GitCar Inc. or any GitCar’s Inc. Auctions partner.

5. Seller Obligations. The Seller represents, warrants and agrees to the following terms:

a. Seller is a licensed dealer of motor vehicle;

b. Seller represents that all component parts are original, except as noted herein, and that the vehicle contains no stolen parts. If the vehicle has been repaired, seller represents and warrants the repairs comply with applicable law and has passed inspection if required. All repair receipts have been provided to GitCar Inc. if required by applicable law.

c. Seller represents and warrants that: (a) Seller is the sole registered and legal owner of the vehicle and title to the vehicle is valid, transferable, and unencumbered; (b) all vehicle information provided is true, complete, and accurate and that he, she, they, them or any other pronoun that applies has provided written disclosure to GitCar Inc. of any and all known defects in the condition and title of the vehicle; (c) all component parts are original, except as noted in the Vehicle Consignment Agreement, and that the vehicle contains no stolen parts; and (d) no vehicle identification numbers have been tampered with, replaced, or altered on the vehicle

d. GitCar Inc. shall not be liable to Seller for consequential, special, incidental, indirect, punitive, exemplary, or other damages of any kind (including lost revenues or profits, loss of business or loss of data) even if GitCar Inc. is advised beforehand of the possibility of such damages. Seller agrees that the liability of GitCar Inc. and its subsidiaries, officers, agents, employees, and affiliates arising from or related to this agreement shall not exceed the fee Seller paid to GitCar Inc. to consign this vehicle for sale.

e. By entering into this agreement, Seller affirms that s/he has a bona fide intention to transfer ownership of the vehicle to the highest bidder in the event the vehicle sells.

f. Seller shall pay all fees, whether the vehicle sells or not, and agrees to pay any cost of collection (including agency fees and/or court costs and attorneys’ fees) in the event of Seller’s failure to pay

g. all fees.

h. any amounts owed to GitCar Inc. or its affiliates by Seller may be deducted from any proceeds due Seller;

i. GitCar Inc. may stop payment or refuse to authorize payment to Seller pursuant to a right of offset;

j. risk of loss for a vehicle remains with the Seller as long as the vehicle is at Seller’s premises. Once the Buyer retrieves the vehicle, or otherwise causes the vehicle to be removed from Seller’s premises, the risk of loss for the vehicle is transferred to the Buyer or its agents;

k. it is responsible for completion and execution of the required odometer mileage statement pertaining to the vehicle and on the certificate of title;

l. that it is the true and lawful owner of the vehicle except as set forth in the vehicle’s announcements;

m. that the vehicle is free from all liens and encumbrances except as set forth in the vehicle’s announcements;

n. that it has full rights, power and authority to sell and transfer title to the Buyer in accordance with the GitCar Inc. Title Policy except as set forth in the vehicle’s announcements;

o. a $500 cancellation fee will be assessed to a Seller if a transaction is cancelled or abandoned after a Buyer's bid either meets the reserve or is otherwise accepted;;

p. unless otherwise agreed, Seller will hold and make the sold vehicle available on its lot for at least seven business days after the sale of the vehicle for the Buyer or its agent to pick up;

q. xvii. Seller shall abide by and comply with all applicable laws, rules and regulations, including but not limited to all rules and regulations set forth by the applicable department of motor vehicles.

6. Buyer Obligations

The Buyer represents, warrants and agrees to the following terms:

a. That it is a licensed motor vehicle dealer in good standing;

b. Buyer will not resell the vehicle until good funds have been transmitted to GitCar Inc.;.

c. Buyer will pick up the vehicle within seven business days unless Buyer is located in California and picking up a vehicle in California, in which case, Buyer will pick up the vehicle within three business days;

d. Buyer will select a payment option by 11:59 pm same day the bid is accepted by the Seller or this sale may be considered null and void at GitCar’s Inc. discretion; in such event Buyer may be subject to financial penalty and/or suspension of Buyer’s account access;

e. that no stop payment of Buyer’s payment to GitCar Inc. shall be honored;

f. that any stop payment order shall be deemed by the parties to be evidence of fraud existing at the time the transaction was consummated and shall be construed by the parties as an intent to defraud in order to consummate the transaction;

g. that it will abide by the timeframes for delivery of title set forth in GitCar Inc. titles policy;

h. that GitCar Inc. may deposit any payment immediately, regardless of whether the vehicle’s certificate of title has been submitted by Seller;

i. that Buyer is responsible for pickup and transport

j. that it is solvent;

k. that the vehicle is purchased solely for resale;

l. that the vehicle is purchased for resale in the form of tangible personal property in the regular course of business and is the sort usually purchased by Buyer for resale;

m. that if it is planning to export a vehicle, Buyer is responsible for ensuring satisfaction of all export requirements and all import requirements of the destination country;

n. that in the event that the vehicle is used for any purpose other than for resale, Buyer will pay directly to the proper taxing authorities such sale or use tax as may then be accrued and become payable;

o. that it holds a retail sales tax registration, certificate, license, or other permit, issued by the sales taxing authority of Seller’s state, county, and country as appropriate;

p. title to the vehicle will not pass to Buyer until complete payment has been received by GitCar Inc. and the title has been received from the Seller;

q. GitCar Inc. reserves the right to limit the number of vehicles purchased by a Buyer at any time

r. failure to remit payment within two (3) business days will result in a fee equal to $25 per day thereafter.

s. Buyer is subject to account suspension at the discretion of GitCar Inc.;

t. Buyer will not attempt to manipulate bids, intentionally bid up the price of any vehicle, or otherwise fraudulently bid on any vehicle; and b. Buyer shall abide by and comply with all applicable laws, rules and regulations, including but not limited to all rules and regulations set forth by the applicable department of motor vehicles.

7. Payment Terms

In consideration of access to the Services, Buyer and Seller each agree to pay GitCar Inc. or partners (as applicable) all fees and charges assessed by GitCar Inc. and/or the GitCar Inc. partners for access to the Services (collectively, the “Fees”). Fees are subject to change without notice. The purchase price of the vehicle, service charges, plus all applicable taxes and Fees payable by Buyer in connection with a transaction is the “Total Payment Amount.” All Fees are non-refundable.

Buyer shall pay GitCar Inc. the Total Payment Amount within two (3) business days after the Buyer’s bid is accepted as the winning bid (the “Payment Due Date”). Payment shall be made in U.S. dollars by, ACH electronic funds transfer, floor plan, or by another financing arrangement acceptable to GitCar Inc. (each a “Payment Method”). If payment is not received by the Payment Due Date, the amount owing will be automatically debited using the default payment method selected by the Buyer. GitCar Inc. reserves the right to specify the type of Payment Method it will accept from the Buyer in our sole and absolute discretion. In addition to whatever rights of set-off GitCar Inc. may have in any jurisdiction where vehicles are sold, if Buyer fails to pay Fees or other amounts owing when due to GitCar Inc. or any GitCar Inc. partner, GitCar Inc. will be entitled to immediately set off the amount owed by Buyer from any funds due from GitCar Inc. to Buyer. In addition, if you fail to pay the Total Payment Amount by the Payment Due Date, we may: (a) electronically debit your bank account or floor plan account in accordance with the default payment method selected by you or another account made available to GitCar Inc.; (b) withhold title documents until all amounts owed have been paid; (c) cancel the sale transaction; (d) charge interest on any past due amounts at the rate of one and one half (1.5%) percent per month, calculated in U.S. dollars, or the maximum rate allowed by law, whichever is less; and/or (e) pursue any other remedy or relief permitted by law. If GitCar Inc. accepts payment from Buyer by electronic check, Buyer authorizes GitCar Inc. to initiate debit entries to its account at the financial institution on which the electronic check was written. The electronic check debit authorization will remain in force until we have received written notice from you of its termination. GitCar Inc. reserves the right to decline payment by electronic check at any time and for any reason. Any payment that is withdrawn by Buyer or its bank, rejected or returned for non-sufficient funds (“NSF”) must be settled and replaced immediately. NSF transactions will be subject to a service charge up to the maximum amount allowed by law and shall be immediately due and payable. GitCar Inc. will pay Seller the purchase price of the vehicle less the Fees due from Seller to GitCar Inc. after receipt of a clear, transferable title from Seller.

You agree to pay all costs including, without limitation, attorney fees, court costs and other expenses reasonably incurred by GitCar Inc. or GitCar Inc. partner, to collect any monies owing by you.

8. Arbitration

GitCar Inc. does not offer any arbitration on any vehicles sold through the GitCar Inc. marketplace platform. As vehicles are sold “AS IS”.

9. GitCar Inc. Intellectual Property

GitCar Inc. reserves all rights, title, and interest in and to the Services, the GitCar Inc. trademarks, logos and other brand features. These Terms do not grant Customers any rights in the Services except as expressly set forth herein. GitCar Inc. trademarks may not be used in connection with any product, service, or marketing without the prior written consent of GitCar Inc. GitCar Inc. welcomes feedback, but reserves the right to use comments or suggestions without any obligation to the Customer.

10.

GitCar Inc. shall remit vehicle sale proceeds to Seller, minus applicable Seller fees, no sooner than seven business days and no later than twenty-one business days from the date GitCar Inc. receives payment from the purchaser.

11. Availability, Errors and Inaccuracies

GitCar Inc. is constantly updating the Services, and may experience delays in updating information on the Services. The information found on the Services may contain errors or inaccuracies and may not be complete or current. Products or services may be mispriced, described inaccurately, or unavailable on the Services, and we cannot guarantee the accuracy or completeness of any information found on the Services. We therefore reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.

12. Links to Other Web Sites

The Services may contain links to third party web sites or services that are not owned or controlled by GitCar Inc. GitCar has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third-party web sites or services. We do not warrant the offerings of any of these entities/individuals or their websites. You acknowledge and agree that GitCar Inc. shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third-party web sites or services. We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.

13. Termination

Customers are free to stop using our Services at any time. We also reserve the right to suspend or end the Services at any time at our discretion and without notice. For example, we may suspend or terminate a customer’s access and use of the Services if they are not complying with these Terms, or use the Services in a manner that would cause us legal liability, disrupt the Services or disrupt others’ use of the Services. GitCar Inc. reserves the right to terminate and delete your account.

14.

CUSTOMER AGREES THAT GITCAR INC. AND ITS AFFILIATES SHALL HAVE NO LIABILITY WHATSOEVER, ACTUAL OR OTHERWISE, TO CUSTOMER OR ITS AUTHORIZED REPRESENTATIVES BASED ON ANY OF THE FOLLOWING: (i) ANY DELAY, INTERRUPTION IN USE OF, FAILURE IN OR BREAKDOWN OF THE SERVICES OR ERRORS OR DEFECTS IN TRANSMISSION OCCURRING IN THE COURSE OF ACCESSING OR USING THE SERVICES; (ii) ANY UNLAWFUL OR UNAUTHORIZED USE OF THE SERVICES; (iii) ANY LOSS OF OR DAMAGE TO CUSTOMER'S RECORDS OR INFORMATION; (iv) ANY CLAIM RESULTING FROM THE TERMINATION OF ACCESS TO THE SERVICES OR (v) ANY CLAIM RELATED TO ANY VEHICLE SOLD OR BOUGHT USING THE SERVICES.

15. Indemnity

Each Customer agrees at their own expense to defend, indemnify, and hold GitCar Inc. and its affiliates, and each of their directors, officers, employees and agents, harmless from and against any loss, damage, liability, demand, lawsuit, debt, charge, action, penalty, interest, claim, cost, tax or expense whatsoever, including without limitation any and all out-of-pocket costs and actual legal and accounting fees, duties and bonds, which GITCAR INC. may incur, suffer or be required to pay as a result of or relating to, arising out of, or in connection with (a) your use of the Services; (b) your violation of the Terms; (c) your violation of any third party right, including, but not limited to, any intellectual property right, right of attribution, association, integrity, publicity, confidentiality, property or privacy right; (d) any claim in connection with a vehicle; or (d) any claim that Customer information, or your use the property of others, may have caused or did cause damage to a third party, including, but not limited to, claims that Customer information, or your use of the property of others, infringe the rights of others or caused damages to others. Customer also agrees to indemnify GITCAR INC. for reasonable legal and accounting fees, costs, and expenses incurred in enforcing the rights of GITCAR INC. against Customer under these Terms.

16. Representations Regarding Taxes

Buyer certifies that it holds the appropriate documentation issued by the sales tax authority of the state, province, or locality of its business or where it purchases vehicles, as applicable, which exempts Buyer from the payment of sales tax, and warrants that it will provide a copy of such applicable documentation to GITCAR Inc. upon registration, at any time upon request, and as necessary to maintain the validity of such documentation. In the event that vehicles or other products purchased are used for any purpose other than for resale, Buyer will pay directly to the proper taxing authorities such sale or use tax as may then accrue and be due and payable.

17. Controlling Law

The Services provided hereunder are performed in the State of Texas and these Terms will be governed by Texas law except for its conflicts of laws principles. You represent that you have sufficient authority and all right and full power to agree to these Terms and to perform your respective obligations under these Terms on behalf of yourself or on behalf of the organization for whom you are acting, as the case may be.

18. Entire Agreement

These Terms constitute the entire agreement between you and GitCar Inc. with respect to the subject matter of these Terms, and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms.

19. Waiver, Severability & Assignment

GitCar Inc. failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable, the remaining provisions of the Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under these Terms without GitCar Inc. prior written consent, and any such attempt will be void. GitCar Inc. may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.

20. Changes

We reserve the right, at our sole discretion, to modify or replace these Terms at any time with respect to all sales occurring after such modifications are effective. Modifications will take effect immediately upon posting of the revised Terms, provided however, if a change is material, we will provide at least 30 days’ notice prior to such modifications taking effect. What constitutes a material modification will be determined at our sole discretion. By continuing to access or use our Service after any modifications become effective, you agree to be bound by the revised terms.