Carlay

Carlay Terms of Service

Last Modified: August 2026

Acceptance of the Terms of Service

These terms of service are entered into by and between You (also referred to as a Buyer or Seller as hereafter defined) and Carlay Inc. ("Carlay Inc.," "we," or "us"). The following terms and conditions, together with the Carlay Inc. Website Privacy Policy and the Carlay Inc. Arbitration Policy (collectively, the "Terms of Service"), govern your access to and use of Carlay.today, including any content, functionality, and services offered on or through Carlay.today (the "Website"), whether as a guest or a registered user. If You participate as a dealer, the Carlay Dealer Participation Terms & Platform Rules, available in the Carlay dealer portal, supplement these Terms of Service and also govern your participation.

By using the Website, clicking to accept or agree to the Terms of Service when this option is made available to You (including by creating an account), placing a bid or offer (including a maximum or "proxy" bid), or accepting or countering an offer, You accept and agree to be bound and abide by these Terms of Service. If You do not want to agree to these Terms of Service, You must not access or use the Website.

Changes to the Terms of Service

We may revise and update these Terms of Service from time to time in our sole discretion. All changes are effective immediately when we post them. Your continued use of the Website following the posting of revised Terms of Service means that You accept and agree to the changes.

Eligible Participants

Carlay Inc. provides an online marketplace connecting individuals and commercial sellers (a "Seller") to automobile dealers across the country. Only representatives of licensed dealerships are eligible to purchase vehicles through the Website (a "Buyer"). By using the Website, You represent and warrant that You are eligible to sell or purchase vehicles pursuant to these conditions.

Carlay Inc.'s Role

Carlay Inc. provides services to facilitate the exchange of vehicles between Sellers and Buyers. We do not take title to the vehicles listed for sale on the Website. We are neither the buyer nor the seller of the vehicles listed for sale. As a commercial party, Buyer should research the condition and value of the vehicle and the terms of sale before bidding on a vehicle.

We are not a party to the vehicle sale contract, but we are a third party beneficiary of the contract and are 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 for the sale of a vehicle will be between You and the other party (either Buyer or Seller of the vehicle) to the transaction and not against Carlay Inc.

Communications; Text Messaging

By creating an account, You agree that Carlay Inc. may send You service and transactional emails about your account, listings, offers, appointments, and transactions. You may opt out of marketing emails at any time via the unsubscribe link in any marketing email or your account settings; service and transactional emails are sent as needed to operate the Website.

By providing your mobile phone number, You agree that Carlay Inc. and parties acting on its behalf may send text (SMS) messages to that number about your account and your transactions, such as: verification codes; notices that your listing or auction is live; offers and counter-offers received on your vehicle; requests to sign sale documents, such as the Bill of Sale; appointment scheduling, confirmations, and reminders; and pickup, payment, and sale-status updates. Message frequency varies with activity on your account — for example, You may receive several messages for each vehicle You list or purchase. Message and data rates may apply. Reply STOP to any message to opt out, or HELP for help; You can also contact support@carlay.today. Mobile carriers are not liable for delayed or undelivered messages.

Carlay Inc. does not send marketing or promotional text messages without your prior express written consent, which is collected separately from these Terms of Service (for example, through an opt-in prompt on the Website). Consent to receive marketing text messages is never a condition of any purchase or of using the Website, and You may revoke it at any time by replying STOP to any message. See the Privacy Policy for how phone numbers and message data are handled.

You are responsible for keeping the email address and phone number on your account current.

Seller Obligations

Each Seller accessing and using the Website represents, warrants and agrees to the following terms:

  • Any amounts owed to Carlay Inc. by Seller may be deducted from any proceeds due to Seller.
  • Carlay Inc. may stop payment or refuse to authorize payment to Seller pursuant to a right of offset.
  • Risk of loss for a vehicle remains with Seller as long as the vehicle is at Seller's premises. Once removed, the risk transfers to Buyer.
  • Seller is responsible for providing an accurate odometer mileage statement.
  • Seller is the true and lawful owner of the vehicle except as set forth in the vehicle's announcements.
  • The vehicle is free from all liens and encumbrances except as set forth in the vehicle's announcements.
  • Seller has full rights, power and authority to sell and transfer title to Buyer except as set forth in the vehicle's announcements.
  • For non-commercial sellers, a $350.00 cancellation fee applies if a transaction is cancelled or abandoned after a bid meets reserve or is accepted.
  • For commercial/dealer sellers, a $500.00 cancellation fee applies under the same circumstances.
  • Seller shall comply with all applicable laws, rules and regulations, including those of the applicable department of motor vehicles.

Buyer Obligations

Each Buyer accessing and using the Website represents, warrants and agrees to the following terms:

  • Buyer's bid is valid through the next business day until 12:00am EST.
  • Buyer will purchase the vehicle for the Buyer's accepted bid price.
  • Buyer will select a payment option by 11:59 PM the same day the bid is accepted or the sale may be considered null and void at Carlay Inc.'s discretion; financial penalties and/or account suspension may apply.
  • No stop payment order of Buyer's payment to Carlay Inc. shall be honored; any stop payment will be deemed evidence of fraud.
  • Carlay Inc. may deposit any payment immediately, regardless of whether Buyer has possession of the title.
  • Title will not pass to Buyer until complete payment has been received by Carlay Inc. and title has been received from Seller.
  • Buyer is solvent.
  • The vehicle is purchased solely for resale in Buyer's regular course of business and is of the sort usually purchased by Buyer for resale.
  • If exporting, Buyer is responsible for all export and destination-country import requirements.
  • Buyer holds applicable retail sales tax registration/certificates as required by Seller's jurisdiction.
  • Carlay Inc. may limit the number of vehicles purchased by Buyer at any time.
  • Failure to remit payment within two (2) business days will result in a fee equal to the total buy fee.
  • Buyer may be subject to account suspension at Carlay Inc.'s discretion.
  • Buyer will not manipulate bids, bid up prices, or otherwise bid fraudulently.
  • Buyer shall comply with all applicable laws and regulations, including DMV rules.

Carlay Inc. Buy Fee Rebate

Registered dealerships may receive buy fee rebates based on monthly volume:

  • 5 cars – $100 per car bought
  • 10 cars – $150 per car bought
  • 15 cars – $200 per car bought
  • 20 cars – $250 per car bought

Rebates are awarded monthly via check mailed to the registered dealer's address. Only cars with a buy fee of $300 or more count toward the current month's rebate.

Transport

If Buyer requests transport assistance, Carlay Inc. acts only as a transport broker for a fee shown on the Platform and does not warrant or endorse third-party transporters.

By selecting transport, Buyer authorizes Carlay Inc. to arrange shipment with a third-party transporter. For moves < 100 miles, Buyer consents to drive-away service; miles driven by drive-away are added to allowed mileage for arbitration. In addition, Buyer agrees to the following terms and conditions:

  • Buyer will pay the transportation fee on or before the Payment Due Date.
  • Delivery times are estimates only; Carlay Inc. is not liable for late delivery costs or losses.
  • If the vehicle is damaged in transit, Carlay Inc. may, as a convenience, use commercially reasonable efforts to assist Buyer in making a claim against the transporter or its insurer; Carlay Inc. is not liable for any Transportation Losses.

Payment Terms

You agree to pay Carlay Inc. all fees and charges for access and use of services through the Website. Fees are subject to change without notice and are non-refundable. The purchase price, service charges, transport charges, and applicable taxes/fees payable by Buyer constitute the "Total Payment Amount."

Carlay Inc. charges Seller a service fee at the time of sale. The service fee is reflected in the offer amounts displayed to Seller on the Website — the amounts Seller sees are net of Carlay Inc.'s service fee, and the displayed amount of an accepted offer is the amount payable to Seller.

Buyer shall pay the Total Payment Amount once the vehicle is picked up from Seller (the "Payment Due Date"). Payment must be in U.S. dollars by ACH, check, floor plan, or another arrangement acceptable to Carlay Inc. If not received by the Payment Due Date, the default payment method may be automatically debited.

Carlay Inc. may specify acceptable payment methods in its sole discretion and may set off amounts owed. If Buyer fails to pay, Carlay Inc. may (a) debit Buyer's bank/floor plan, (b) withhold title documents, (c) cancel the sale, (d) charge $99.00/month (or the maximum allowed by law) on past due amounts, and/or (e) pursue other remedies.

For electronic checks, Buyer authorizes debits until written termination notice is received. Returned/NSF items must be immediately replaced and may incur a service charge up to the legal maximum.

Carlay Inc. will pay Seller the purchase price less any Seller-owed fees after receiving a clear, transferable title from Seller. You agree to pay all costs (including attorneys' fees) reasonably incurred by Carlay Inc. to collect monies owed by You.

Intellectual Property Rights

The Website and its entire contents, features, and functionality (including but not limited to information, software, text, displays, logos, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Carlay Inc., its licensors, or other providers and are protected by U.S. and international IP laws.

You may print or download one copy of a reasonable number of Website pages for your personal, non-commercial use. Otherwise, you must not reproduce, distribute, modify, create derivative works of, publicly display or perform, republish, download, store, or transmit any material on our Website without our written consent. No rights are transferred to You; all rights are reserved by Carlay Inc.

Disclaimer of Warranties

You understand we cannot and do not guarantee that files available for download from the internet or the Website will be free of viruses or other destructive code. You are responsible for appropriate anti-virus protections and data safeguards.

TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER HARMFUL MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ITEMS OBTAINED THROUGH IT OR DOWNLOADING ANY MATERIAL ON IT OR ANY LINKED WEBSITE.

YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. CARLAY INC. DISCLAIMS ALL WARRANTIES, INCLUDING MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO SOME LIMITATIONS MAY NOT APPLY TO YOU.

Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL CARLAY INC., ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Governing Law and Jurisdiction

All matters relating to the Website and these Terms of Service, and any dispute or claim arising therefrom or related thereto (including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule.

Entire Agreement

These Terms of Service constitute the sole and entire agreement between You and Carlay Inc. regarding use of the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website.

Your Comments and Concerns

All feedback, comments, requests for technical support, and other communications relating to the Website should be directed to: support@Carlay.today.

We respect the intellectual property of others. All notices of copyright infringement claims should be sent to the copyright agent at: support@Carlay.today.