Carlay Terms of Service

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., 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.

By using the Website, clicking to accept or agree to the Terms of Service when this option is made available to You, or clicking "Bid", "Proxy Bid" or "Buy It Now", 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.

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 the vehicle is removed from Seller's premises, the risk of loss for the vehicle is transferred to Buyer.
• Seller is responsible for providing an accurate odometer mileage statement pertaining to the vehicle.
• 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 will be assessed to Seller if a transaction is cancelled or abandoned after a bid for the vehicle either meets the reserve or is otherwise accepted.
• For commercial and dealer sellers, a $500.00 cancellation fee will be assessed to Seller if a transaction is cancelled or abandoned after a bid for the vehicle either meets the reserve or is otherwise accepted.
• 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.

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 for the vehicle is accepted or the sale may be considered null and void at Carlay INC.'s discretion; in such event Buyer may be subject to financial penalty and/or suspension of Buyer's account access.
• No stop payment order of Buyer's payment to Carlay INC. shall be honored.
• 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.
• Carlay INC. may deposit any payment immediately, regardless of whether Buyer has possession of the vehicle's certificate title.
• Title to the vehicle will not pass to Buyer until complete payment has been received by Carlay INC. and the title has been received from Seller.
• Buyer is solvent.
• The vehicle is purchased solely for resale in the form of tangible personal property in Buyer's regular course of business and is the sort usually purchased by Buyer for resale.
• If Buyer is planning to export a vehicle, Buyer is responsible for ensuring satisfaction of all export requirements and all import requirements of the destination country.
• Buyer 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.
• Carlay INC. reserves the right to 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 is subject to account suspension at the discretion of Carlay INC.
• Buyer will not attempt to manipulate bids, intentionally bid up the price of any vehicle or otherwise fraudulently bid on any vehicle.
• 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.

Carlay INC. Buy Fee Rebate

Registered dealerships that buy on Carlay INC. may receive buy fee rebates. Buy fee rebates are awarded based on volume bought at the following increments:

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

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

Transport

If Buyer requests that Carlay INC. assist in arranging transportation, Carlay INC.'s role is only as a transport broker. Carlay INC. provides this service for a fee which will be set forth on the Platform. Carlay INC. does not warrant or otherwise endorse the services provided by third-party transportation companies.

By selecting the transportation option, Buyer authorizes Carlay INC. to arrange transportation of a vehicle with a third-party transportation company. By requesting transportation on a move that is less than 100 miles, Buyer consents to the use of drive-away service. If drive-away service is used, buyer will have miles driven by drive away service added to allowed mileage for an arbitration. In addition, Buyer agrees to the following terms and conditions:

1. Buyer will pay Carlay INC. the transportation fee indicated on the Platform and invoice on or before the Payment Due Date;
2. Any delivery times provided are estimates only. Carlay INC. does not guarantee that the vehicle will be delivered within the timeframe indicated. Carlay INC. will not be liable for any costs or losses associated with the late delivery of a vehicle; and
3. If the vehicle is damaged in transit, Carlay INC. may, as a convenience to Buyer, use commercially reasonable efforts to assist Buyer in making a claim against the transportation company or its insurer. This assistance does not involve contacting the transportation company's insurer on Buyer's behalf or initiating or prosecuting legal action against the transportation company or its insurer on Buyer's behalf. Buyer agrees that Carlay INC. is not liable for any theft, conversion, loss, injury, death, damage, claim, expense, lawsuit or demand in any way arising out of or relating to transported vehicles ("Transportation Losses").

Payment Terms

You agree to pay Carlay INC. any and all fees and charges assessed by Carlay INC. for access and use of the services provided through the Website. Fees are subject to change without notice. All fees are non-refundable. The purchase price of the vehicle, service charges, transportation charges, and all applicable taxes and fees payable by Buyer in connection with the purchase of a vehicle through the Website is the "Total Payment Amount."

Buyer shall pay Carlay INC. the Total Payment Amount once the vehicle is picked up from the Seller (the "Payment Due Date"). Payment shall be made in U.S. dollars by ACH electronic funds transfer, check, floor plan, or by another financing arrangement acceptable to Carlay INC.. If payment is not received by the Payment Due Date, the amount owing will be automatically debited using the default payment method selected by Buyer.

Carlay INC. reserves the right to specify the type of payment method it will accept from Buyer in our sole and absolute discretion. In addition to whatever rights of set-off Carlay INC. may have, if Buyer fails to pay fees or other amounts owing when due to Carlay INC., Carlay INC. will be entitled to immediately set off the amount owed by Buyer from any funds due from Carlay INC. to Buyer.

In addition, if Buyer fails 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 Carlay INC.; (b) withhold title documents until all amounts owed have been paid; (c) cancel the sale transaction; (d) charge a monthly fee on any past due amounts at the rate of ninety-nine dollars($99.00) 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 Carlay INC. accepts payment from Buyer by electronic check, Buyer authorizes Carlay 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 Buyer of its termination. Carlay 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.

Carlay INC. will pay Seller the purchase price of the vehicle less any fees due from Seller to Carlay 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 Carlay INC. to collect any monies owed by You.

Intellectual Property Rights

The Website and its entire contents, features, and functionality (including but not limited to all 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 of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

You may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication, or distribution. Otherwise, You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website without our written consent. No right, title, or interest in or to the Website or any content on the Website is transferred to You, and all rights not expressly granted are reserved by Carlay INC.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.

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 TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

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, EITHER EXPRESS OR IMPLIED. NEITHER CARLAY INC. NOR ANY PERSON ASSOCIATED WITH CARLAY INC. MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE.

TO THE FULLEST EXTENT PROVIDED BY LAW, CARLAY INC. HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

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

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, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, 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 (in each case, 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 (whether of the State of Delaware or any other jurisdiction).

Entire Agreement

The Terms of Service constitute the sole and entire agreement between You and Carlay INC. regarding the 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