1. Acceptance of the Terms of Service.  These terms of service are entered into by and between You, Your Business, and Your Representatives (also referred to as a “You” “Buyer” or “Seller” as hereinafter defined) and Dealer Club, Inc. (“Dealer Club,” “We,” or “Us”).  The following terms and conditions, together with the Dealer Club Website Privacy Policy and the Dealer Club Condition Dispute Policy (collectively, the “Terms of Service”), govern your access to and use of Dealer Club, including any content, functionality, and services offered on or through DealerClub.com (the “Website” or “Platform”), whether as a guest or a registered user.  By using the Website, clicking to accept or agree to these Terms of Service when this option is made available to You, or clicking “Bid” or “Proxy Bid”, 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. 

  2. 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 posted to the Website. Your continued use of the Website following the posting of revised Terms of Service means that You accept and agree to the changes.

  3. Eligible Participants.  Dealer Club provides an online marketplace connecting licensed and      commercial sellers (the “Seller”) to automobile dealers (the “Buyer”) across the country.  Only representatives of commercial consignors are eligible to sell and/or purchase vehicles through the Website.  By using the Website, You represent and warrant that You are eligible to sell or purchase vehicles pursuant to these conditions.

  4. Dealer Club’s Role.  Dealer Club provides services to facilitate the exchange of vehicles between Sellers and Buyers.  We DO take title to the vehicles sold on the Website.  However, We are neither the Buyer nor the Seller of the vehicles listed for sale.  As a commercial party, buyers should research the condition and value of the vehicle and the terms of sale before bidding on a vehicle.  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 Dealer Club Inc. or Dealer Club Remarketing.

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


    1. Any amounts owed to Dealer Club by a Seller may be deducted from any proceeds due to a Seller, charged to the Seller’s card on file, or held as a line of credit against the Seller.

    2. Dealer Club may stop payment or refuse to authorize payment to a Seller pursuant to a right of offset.

    3. Risk of loss for a vehicle remains with a 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 transfers to Buyer.

    4. Seller is responsible for providing an accurate odometer mileage statement pertaining to any vehicle listed for sale by Seller.  

    5. Seller is the true and lawful owner of the vehicle except as set forth in the vehicle’s announcements.

    6. All vehicles are free from all liens and encumbrances except as set forth in the vehicle’s announcements.

    7. Seller has full right, power, and authority to sell and transfer title to 

    8. except as set forth in the vehicle’s announcements.

    9. A $250.00 cancellation fee will be assessed to Seller if a transaction is canceled or abandoned after a bid for the vehicle either meets the reserve or is otherwise accepted.

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


    1. Buyer’s bid is valid through the current business day until 11:59 PM EST.

    2. Buyer will purchase the vehicle for the Buyer’s accepted bid price.

    3. Buyer will select a payment option by 11:59 PM EST the same day the bid for the vehicle is accepted or the sale may be considered null and void at Dealer Club’s discretion; in such event, Buyer may be subject to financial penalty and/or suspension of Buyer’s account access.

    4. No stop payment order of Buyer’s payment to Dealer Club shall be honored.

    5. 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.

    6. Dealer Club may deposit any payment immediately, regardless of whether Buyer has possession of the vehicle’s certificate of title.

    7. Title to the vehicle will not pass to Buyer until complete payment has been received by Dealer Club and the title has been received from Seller.

    8. Buyer is solvent.

    9. 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.

    10. 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.

    11. 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.

    12. Dealer Club reserves the right to limit the number of vehicles purchased by Buyer at any time.

    13. Failure to remit payment within two (2) business days will result in a fee equal to the total buy fee and will be charged to the credit card on file.

    14. Buyer is subject to account suspension at the discretion of Dealer Club.

    15. Buyer will not attempt to manipulate bids, intentionally bid up the price of any vehicle, or otherwise fraudulently bid on any vehicle.

    16. 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.



General.


Dealer Club Remarketing LLC will serve as the wholesale entity/wholesaler for Dealer Club Inc. on all transactions conducted on this Platform.  Dealer Club Inc. shall act as the Platform to connect Buyers and Sellers of vehicles.  Once a vehicle sale is completed, the sold vehicle will be transferred to Dealer Club Remarketing LLC.  Dealer Club Remarketing LLC will subsequently reassign ownership of the sold vehicle to the Buyer.  Remittance by the Buyer will be made to Dealer Club Remarketing LLC and the money paid for the vehicle will subsequently be forwarded to the Seller upon receipt of Negotiable Title.


Member / Platform Code of Conduct.


We believe that this industry is still a “people business” which is why Dealer Club is different from any other vehicle marketplace to come before it.  We exist to foster, develop, and maintain quality and lasting relationships among our Members and peers in the industry.  Our mission is to provide the technology to enable people to be successful, rather than trying to replace them.  Therefore, the expectation is that all      Members will conduct themselves in a professional manner at all times without exception.  We are well aware of the typical games and conduct unfortunately found in this business, and we expect better     .  While interacting with other Members and all Dealer Club staff, there will be ZERO tolerance for inappropriate behavior/comments, harmful practices, deception, fraud, or anything which will devalue      our brand and reputation.  Each instance of such inappropriateness will be reviewed by Dealer Club and,      using common sense and extensive industry knowledge, We will decide how to handle each situation on a case-by-case basis.


Definitions.   


For the purpose of these Terms of Service, “CR” stands for “Condition Report”.  All references to days in these Terms of Service are considered calendar days.  Holidays and weekends will not be overlooked under any circumstances.  Dealer Club Inc. and Dealer Club Remarketing LLC are to be referred to jointly as “Dealer Club” for the purpose of these Terms of Service.  


Condition Dispute Policy and Procedure.  


The intent of Dealer Club is to create an open marketplace not bound by the nuances of traditional      marketplaces.  For this reason, it is expected that all vehicles are represented accurately by Seller and      that Buyers understand they are purchasing a wholesale vehicle which will not be perfect.


    • Seller’s Responsibilities. Disclosures on the CR are intentionally the Seller’s responsibility so that the Seller alone must decide what systems of the vehicle should be or should not be guaranteed.  If a system on the vehicle is “Guaranteed,” the Buyer should expect that such system is working as intended.  The choice to Guarantee or not Guarantee a vehicle system is completely the Seller’s choice and the outcome of the auction will likely reflect such choices.


As a Seller choosing to Guarantee all or certain systems of a vehicle, You are making a binding commitment to the Buyer that all portions of said system are working as originally intended to OEM specifications, unless otherwise stated. If the Seller’s Guarantee(s) are found to be inaccurate by the Buyer, then the Buyer holds the right to seek reimbursement from the Seller and/or to seek an Unwind of the sale.  In the event that a sale is Unwound, the Seller agrees to reimburse the Buyer for all of the Buyer’s original transportation costs (once proof of transportation costs are provided). The Seller further agrees that it will be responsible for the cost of transporting the vehicle back to the Seller’s location.  If the Seller is on a fee schedule program that awards it for each sale, then the full amount paid to the Seller (fee included) will be reimbursed to Dealer Club and the sale will count as an      unsuccessful auction for future fee considerations.  Keep in mind that each transaction will be rated and that ratings impact not only a Seller’s future fee schedule, but also the sell through and sales price of the Seller’s vehicles. This will increasingly impact a Seller’s future fee schedule (i.e. the higher a Seller's CR ratings, the higher the likelihood of the Seller’s vehicles commanding more money). A Buyer that knows it can trust a Seller and that the Seller’s vehicles are “actually for sale” (sell through) historically pays more for that Seller’s vehicles (although this is not guaranteed.).


    • Buyer’s Responsibilities. As a Buyer, you are buying a vehicle solely based on the      Guarantees of the Seller. Dealer Club Inc. and Dealer Club Remarketing LLC (as the pass     -through entity) bear no responsibility for the representation of any vehicle Guarantee provided by a Seller. Dealer Club has no access to a vehicle before its sale on the Platform and does not represent any vehicle, or Seller, or any Guarantee or claim made by a Seller regarding any vehicle. Any dispute arising from a vehicle sale is solely between the Buyer and the Seller as outlined in these Terms of Service, which Buyer expressly and unconditionally consents to by using this Platform.  


    • Timeframe for Condition Dispute.  In the event of a “Condition Dispute,” a Buyer will have ten (10) calendar days from the end of the auction to initiate a Condition Dispute claim through Command Center on Dealer Club. For purposes of this Condition Dispute policy, the date of auction counts as day 1, regardless of the time of day the vehicle auction is      completed. After a Condition Dispute is initiated with Dealer Club (for recording purposes),      the Buyer is to contact the Seller directly for reimbursement arising from any Guarantees that the Buyer believes were misrepresented in the auction.  Such resolution can be negotiated by      the Buyer and the Seller in the form of monetary reimbursement for the improper Guarantees or an Unwind back to the Seller.  If an Unwind back to the Seller is selected, Dealer Club must be notified for processing, and any incidental expenses may be charged to the Seller at Dealer Club’s discretion. 


     Examples of misrepresentations include anything reasonable (based on disclosure) and that total more than $800 (at wholesale cost) to repair for each individual misrepresentation (unless blatantly withheld from the CR, to be determined case-by-case). All misrepresentations must be items that were specifically stated as Guaranteed on the CR by the Seller.  All other components/systems of the vehicle are to be considered “As-Is” if not specifically Guaranteed by the Seller. If a vehicle is run entirely “As-Is,” no Condition Dispute will be available. That is, an “As-Is” vehicle comes with no Guarantees. Vehicles that have been damaged such that the vehicle has been or  would be considered a total loss and vehicles that have been damaged such that the cost of repair exceeds the cash value of the Vehicle are ineligible for Condition Disputes and therefore must be handled solely between the Buyer and Seller and/or their respective insurers.     


A Seller may choose to extend the Condition Dispute window for an additional 10 calendar days for a Buyer and may charge a $199.00 fee to do so. If the Seller chooses this      extension, then the Buyer would have twenty (20) calendar days from the end of the auction      to initiate a Condition Dispute with Dealer Club (if purchased).


  1. Outcome. If the Buyer and the Seller cannot reach a reasonable outcome, then the Buyer is to escalate to Dealer Club directly. Dealer Club reserves the right to intervene and make a final, binding decision as to the outcome of a Condition Dispute on a case-by-case basis, as needed. As part of this process, Dealer Club may contact one or more of Buyer’s and/or Seller’s peers in the industry to provide input on issues in any particular dispute, provided however that the identity of the Buyer and Seller shall remain anonymous. The incidentals charge may still be applied.


Vehicle Titles.  


  1. Title Processing Procedures.  


  1. Every auction will require the Seller to disclose the exact number of days the Seller has to deliver Dealer Club a transferable title (and all necessary documents) prior to listing a vehicle for sale. The disclosed date of delivery is referred to in these Terms of Service as the “Title Receipt Deadline.” For example, if a Seller states in a CR that a title will be received by Dealer Club in 16 days, then the Seller has until 5PM EST on the 16th day after the auction for Dealer Club to receive said title, and that 16th day after the auction is the Title Receipt Deadline. 


     If a title does not arrive  by the Title Receipt Deadline, then a Buyer may place a      “Late Title Notice” with Dealer Club. Once a Buyer places a Late Title Notice with Dealer Club, the Seller will have 2 days from its receipt of a Late Title Notice to      deliver said title to Dealer Club (the “Final Deadline”). For example, if a Late Title Notice is placed on February 16th at 2PM EST by the Buyer, then the Seller will have until February 18th at 5PM EST, which is the Final Deadline, to deliver the title to Dealer Club.  


If a fully transferable title is not received by the Final Deadline, then the sale will be      Unwound, the vehicle will be sent back to the Seller, and transportation will be charged to the Seller. Any incidentals resulting from the Unwind may also be charged to the Seller at Dealer Club’s discretion.

     

  1. All Sellers will provide a signed power of attorney to Dealer Club giving Dealer Club (and its agents) the right, among other things, to complete and sign the title on the Seller’s behalf.


  1. If Dealer Club has not received the title by the Title Receipt Deadline and receives a Late Title Notice from a Buyer, the Seller has until the Final Deadline to deliver the title to Dealer Club at the address specified on the bill of sale in order to avoid an Unwind of the sale.  Note that the Final Deadline may be extended by Dealer Club, in Dealer Club’s sole discretion, to account for inclement weather, or an event of force majeure including, but not limited to, an act of the government, war conditions, strikes, fire, flood, pandemics, an act of God, or any other event beyond the reasonable control of the Buyer and the Seller that impacts Dealer Club’s ability to open for business and/or the shipper’s ability to pick up and/or deliver titles.  Any extension to the Final Deadline will be communicated by Dealer Club to the      Buyer and the Seller as soon as reasonably practicable.       


  1. Once Dealer Club receives the title from the Seller, Dealer Club will send payment to the Seller for the applicable vehicle. If any costs are incurred for processing and transfer of title to buyer, the fee will be deducted from the Seller’s payment.


  1. Once Dealer Club receives the title from the Seller and payment from the Buyer, Dealer Club will send the title to the Buyer.


  1. If the Seller does not produce Negotiable Title (as defined below) within 90 calendar days after sale of the vehicle, regardless of the number of days chosen by the seller, and Buyer has not canceled the transaction and released the vehicle within such time frame, Dealer Club shall have no obligation to pursue receipt of the title from the Seller to provide to the Buyer, and no obligation to pay Seller.

     

  1. Seller’s Rights and Obligations Related to Titles. Sellers must comply with each of the obligations and agree with each of the commitments and remedies set forth below.


  1. Seller will ensure that each of the following is true with regard to its titles. Titles meeting the criteria in this Section 2(a) will be referred to herein as “Negotiable Title”:     


  1. The title is from a state in the United States, except as otherwise set forth in      Section 3(e) or Section 4 of this “Vehicle Titles” section of these Terms of Service; 


  1. The title is properly executed and clear of all liens and encumbrances; 


  1. The title is accompanied by all documents necessary to register the vehicle in the Buyer’s state;


  1. The VIN is correct; 


  1. Vehicle mileage listed on the title or in a separate odometer statement is accurate;


  1. If there was a lien on the title, the required signature releasing the lien is on or included with the title, along with the original lien release;


  1. The last owner listed on the title is the Seller’s company or the title is accompanied by a properly executed reassignment form from the most recent owner named on the title;


  1. All reassignments are accurate, included, and reflect each applicable Seller and Buyer without gaps between owners; 


  1. If the Seller is selling a vehicle received from a consumer, and the Seller is therefore signing the title on behalf of the consumer, then the Seller will include a power of attorney signed by the consumer that authorizes the Seller to do so; and      


  1. All paperwork requesting a notary signature has been notarized in all applicable places.


  1. Seller has signed and provided to Dealer Club a power of attorney granting Dealer Club (and its agents) the right to complete the title as necessary to complete the sale including, but not limited to, the right to sign the title on behalf of Seller.


  1. Seller will ensure that the title is reassigned directly to Dealer Club Remarketing LLC.  Any title sent in not reassigned to Dealer Club Remarketing LLC will be returned to Seller for correction.

     

  1. Seller must disclose in the CR any instance in which the Seller will not be providing a title from a state in the U.S. for the vehicle including, but not limited to, the circumstances listed below: 


  1. If Seller is in a state that does not issue title for vehicles past a certain age, and therefore cannot produce a title for a given vehicle that is past such age;


  1. If a vehicle was previously Canadian (as defined below);


  1. If the title is a rebuilt, salvage, total loss, or junk branded title; or 


  1. If the Seller is proposing to use permitted Transfer Documents (as defined in Section 4 of this “Vehicle Titles” section of these Terms of Service) in place of a U.S. title.  


  1. Seller shall ensure that the vehicle and the title provided have a valid odometer reading that is no more than 100 miles over the odometer reading or crosses over into a new “Mileage Band” than stated in the CR with the listing of the vehicle for sale on Dealer Club’s Platform, including in the event of a Dealer Club Live Appraisal.  “Mileage Band” for the purpose of this Terms of Service means turning the odometer into a new threshold of 1,000 miles (for example, 9,945 miles to 10,002 miles or 98,987 miles to 99,005 miles).


  1. If Seller wishes to sell a vehicle that was previously a Canadian vehicle, Seller must      comply with the following requirements:     


  1. Disclose that the vehicle was “Previously Canadian” in the CR for any vehicle which was registered in a Canadian province, regardless of manufacturing origin. Additional disclosures may be required as well due to      a vehicle’s use in Canada (i.e. full or partial voided warranty, foreign title, etc.).    


  1. Any vehicle not originally built to U.S. specifications can, under certain circumstances, be imported through a registered importer who modifies the vehicle to comply with U.S. equipment and safety regulations (DOT and NHTSA) and then certifies the vehicle as compliant, and an independent commercial importer who modifies the vehicle to comply with U.S. emissions regulations and then certifies it as compliant. Only vehicles properly converted to U.S. specifications can be sold and must be disclosed as such.     


  1. All vehicles imported through a registered importer must have:     


  1. U.S. Safety Standard Certification Label that identifies the registered importer;


  1. Valid title from a state in the United States; 


  1. Meet ALL Federal NHTSA, D.O.T., and/or E.P.A. mandated guidelines;


  1. All applicable documentation must be immediately available to be provided at any time by the Seller; and


  1. Cleared the mandated wait time.      


  1. All vehicles, whether imported by a manufacturer or a registered importer, must show miles per hour on the speedometer and miles traveled on the odometer. Title 49, United States Code, Chapter 327, Section 32704      allows replacement odometers without a door frame sticker if the conversion from kilometers to miles can be done without changing the distance traveled by the vehicle; therefore, replacement of an odometer under these circumstances does not have to be announced by the Seller.  In any event, all vehicles must be able to be lawfully sold and operated in the United States.


  1. The following non-exclusive remedies will apply if the Seller fails to comply with its obligations in these Terms of Service: 


  1. Dealer Club reserves the right to charge the Seller a fee for any title not delivered within the timeframes specified in this Section 2 or if the title received does not meet the requirements set forth in this Section 2 and needs to be revised or replaced with a duplicate title.     


  1. In the event a transaction is canceled in accordance with these Terms of Service:


  1. The Seller will have the obligation to transport the vehicle back to the Seller’s premises within a reasonable time after the transaction is canceled at Seller’s expense or reimburse Dealer Club for any expenses it may incur related to Seller’s failure to transport the vehicle back to Seller’s premises. Any incidentals resulting from such may also be charged to the Seller at Dealer Club’s discretion.        


  1. The Seller will be responsible for refunding the Buyer’s initial vehicle transportation expenses, any amounts paid by Dealer Club to Seller related to the relevant transaction, and any other fees, costs, and losses incurred by Dealer Club. Any incidentals resulting from such may also be charged to the Seller at Dealer Club’s discretion.     


  1. If the Seller fails to make any of the disclosures required in Section 2(d), more than 100 miles that have been added to the odometer over the CR, and the vehicle has not entered a new “Mileage Band” while in Seller’s possession, then the Buyer shall be entitled to cancel the transaction within 90 days from the sale date.


  1. Dealer Club does offer a service that will allow for a title transfer into Dealer Club Remarketing’s name if the provided documentation does not work in the Buyer's state.  Rather than sending the title back to the Seller for remediation, the Seller will pay a $100.00 fee to Dealer Club, and Dealer Club will take care of title transfer issues, so long as the paperwork provided is transferable in the state of Florida.


  1.      Buyer’s Rights and Obligations Related to Titles. Buyers must comply with each of the obligations and agree with each of the commitments and remedies set forth below.


  1. If Dealer Club does not receive title by the Final Deadline, the Buyer shall have the one-time right between such time and before 90 calendar days after the sale of the vehicle to give Dealer Club notice in accordance with this policy of the Buyer’s intent to withdraw its offer for the vehicle (the “Intent to Withdraw Notice”).  If the Buyer provides an Intent to Withdraw Notice to Dealer Club, Buyer may withdraw its offer for the vehicle and cancel the transaction if and only if each of the following criteria are met:     


  1. Title is not received by Dealer Club by the Final Deadline; 


  1. The Buyer has paid for the vehicle; 


  1. The Buyer is in possession of the vehicle; 


  1. The Buyer has not otherwise revoked its Late Title Notice; 


  1. The vehicle is in the same or substantially similar condition as when it was delivered to the Buyer, and no repairs or modifications have been made to the vehicle after delivery to the Buyer; and      


  1. The vehicle odometer reading has not increased by 300 or more miles since the inspection date of the vehicle.     


  1. For clarity and without limiting any of the foregoing, the Buyer may not withdraw its offer for the vehicle, and said offer will be considered final and binding upon the Buyer, if:     


  1. Title is received by Dealer Club by the Final Deadline; 


  1. The Buyer has not paid for the vehicle; 


  1. The Buyer is not in possession of the vehicle; 


  1. The Buyer revoked its Late Title Notice; 


  1. The vehicle is not in the same or substantially similar condition as when it was delivered to the Buyer, or repairs or modifications have been made to the vehicle after delivery to the Buyer, or; 


  1. The vehicle odometer reading has increased by 300 or more miles since the inspection date of the vehicle.     


  1. Late Title Notices must be provided through Command Center on the Dealer Club      Platform. When a Late Title Notice is received by Dealer Club, a member of the Dealer Club Titles Team will contact the Seller to make them aware of the notice and specify the applicable Final Deadline. If no title is received by Dealer Club by the Final Deadline, the Buyer may exercise its cancellation right by notifying Dealer Club promptly after the Final Deadline, but in no event later than 90 calendar days from the sale of the vehicle.  If the Buyer exercises its option to cancel the transaction in accordance with these Terms of Service, Dealer Club shall have no obligation to pursue receipt of the title from the Seller. For purposes of this Section, the “Command Center” shall mean the portal in the Dealer Club Marketplace where all transactions are initiated and/or handled.  


  1. If the Buyer submits a valid Late Title Notice, and the Seller has not provided the title by the Final Deadline, and the transaction has been canceled, the Buyer agrees that it:     


  1. Will use reasonable efforts to safely and securely maintain the vehicle on      the Buyer’s premises until such time as it is transferred back to the Seller;


  1. Will not hold Dealer Club or the Seller responsible to pay the Buyer any storage fee while the vehicle is located on Buyer’s premises; 


  1. Does not have any right to own, hold, or seize such vehicle;


  1. Will allow the Seller’s or Dealer Club’s transporter to pick up the vehicle from Buyer’s premises during Buyer’s normal business hours or another agreed upon, reasonable time; and     


  1. Will be responsible for any damage to or loss of the vehicle while the vehicle is on its property.  


  1. Notwithstanding this Section 3, the Buyer will not have the option to submit a Late Title Notice or withdraw its offer to purchase the vehicle based on any instance in which the Seller did not provide a title from a state in the United States for the vehicle if the Seller disclosed this title concern in the CR, including but not limited to the following:     


  1. No title will be provided for the vehicle; 


  1. The vehicle was previously Canadian; 


  1. The title is a rebuilt, salvage, total loss, or junk branded title. Note that such titles are provided by the Seller “As-Is” and may not be negotiable in the      Buyer’s state; or     


  1. The Seller will provide permitted Transfer Documents rather than a U.S. title.


If Seller makes the appropriate title related disclosures, it is the Buyer’s responsibility to ensure its state will accept the Transfer Document or the branded title provided, or that the Buyer can otherwise obtain its own title for the vehicle.     


  1. The Buyer may not submit a Late Title Notice or withdraw its offer to purchase the vehicle solely based on electronic vehicle history data found in reports from third parties such as CARFAX, AutoCheck, or NMVTIS.


  1. If the Buyer decides to export a vehicle outside the United States, the Buyer will be responsible to ensure that the title is negotiable for such purpose.


  1. In no event will the Buyer list Dealer Club as the seller or buyer of a vehicle on any documentation filed with its state prior to receiving authorization from Dealer Club.

     

  1. Transfer Documents Other than Titles. If a vehicle is either ineligible for a title in the Seller’s state, or the Seller has the legal right to sell the vehicle but does not hold the title, other documentation evidencing the right to sell the vehicle that has been disclosed to the Buyer prior to sale (i.e. repo papers, bill of sale, or registration) (“Transfer Document”) may be provided in lieu of a title. All such Transfer Documents must be accompanied by all documents necessary to register the vehicle in the Buyer’s state. Manufacturer’s Statement of Origin and Manufacturer’s Certificate of Origin are not permitted Transfer Documents.

     

  1. Indemnification. The Seller agrees to defend, indemnify, and hold Dealer Club, the Buyer, and the end consumer harmless from any demands or claims, and any associated liability, loss, damage, cost, and expense, including reasonable attorneys’ fees, to the extent such demand or claims are based upon or related to (a) the Seller’s failure to meet the requirements in Section 2, or (b) the validity, legality, applicability, or timely delivery of a Transfer Document. The Buyer agrees to indemnify Dealer Club for all costs, fees, charges, violations, or other damages associated with its breach of this agreement.

     

  1. Disclaimer of Liability.


  1. Neither Dealer Club nor the Seller will be in any way responsible under any circumstances for any loss, costs, damages, or other liability associated with any vehicle repairs or modifications made to vehicles prior to the Buyer’s receipt of title.  If the Buyer makes any repairs or modifications to a vehicle pending receipt of the title to the vehicle, then the Buyer shall be solely liable for all work done to the vehicle and shall not under any circumstances be entitled to reimbursement of its costs related to such repairs or modifications, even if the transaction is later canceled.


  1. If the Seller has not produced title (regardless of whether the vehicle is sold Title with Deal or Title Absent) within 90 calendar days after the sale for the vehicle and Buyer has not canceled the transaction and released the vehicle by such time, Dealer Club shall have no liability related thereto.  


  1. The Buyer acknowledges that Dealer Club has assumed no responsibility to investigate Seller’s title or to otherwise identify defects in Seller’s title and makes no warranty whatsoever regarding the title. That is, all title questions, disputes, and issues of any type whatsoever are exclusively between and among the Seller and the Buyer. 


After 90 days, the condition and market value of the vehicle will be reassessed and in the event of      an Unwind, the Buyer will be reimbursed at current values at the sole discretion of Dealer Club.  Dealer Club may amend this policy at any time and any such amendments will be effective as of the date the amended policy is posted on the Dealer Club Website unless otherwise specified      therein.

     

Chat Function. 


In an effort to further strengthen and unify our marketplace/community, Dealer Club offers a chat      function that is available during our auctions. It is expected that Buyers and Sellers will conduct themselves in a professional manner at all times. If any comment is deemed untrue, irrelevant, or inappropriate in any way, Dealer Club reserves the right to remove access from the publishing      Member at its own discretion. Dealer Club aims to foster positive interactions and feedback while maintaining a high level of professionalism and sophistication.  All interactions between Buyers and      Sellers will be public and will be available for review by any Member of Dealer Club. Dealer Club has ZERO tolerance for the frequent games, unprofessionalism, and profanity experienced in other marketplaces.

                                                                                                                                                                                                                                                Transport.     


Buyer and Seller agree that Dealer Club will coordinate the transportation of the vehicles sold on the Platform from the Seller to the Buyer via a third-party transport company selected by Dealer Club      unless Buyer or Seller do so directly. Buyer agrees that delivery of the vehicle, including the risk of loss to Buyer, will begin at the time the vehicle is loaded on to the transport company vehicle and removed from Seller’s premises (i.e., FOB shipping point).  During transit, the vehicle will be insured at no cost to Buyer, and Buyer will be the beneficiary of any claims for damage to the vehicle or losses occurring while the vehicle is in transit.


If Buyer takes delivery of a vehicle in a state in which Dealer Club is not licensed to sell the vehicle, the vehicle may be delivered to or shipped from a state in which Dealer Club likewise does not have a license to sell the vehicle.  In such case, Buyer agrees that the sale is transacted, and legal title to the vehicle transfers, in the State of Florida, at the later of the time that (i) Buyer makes the final payment to      Dealer Club Remarketing LLC in Florida or (ii) Dealer Club approves the purchase from a sales or delivery location in Florida (if applicable).


Payment Terms.      


Both the Buyer and the Seller agree to pay Dealer Club any and all fees and charges assessed by Dealer Club 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 a 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 will pay Dealer Club Remarketing LLC the Total Payment Amount immediately following the acceptance of a bid by Seller (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 Dealer Club. If payment is not received on the Payment Due Date, the amount owing will be automatically debited using the default payment method selected by Buyer. Dealer Club 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 Dealer Club may have, if Buyer fails to pay the Total Payment Amount by the Payment Due Date, Dealer Club will be entitled to immediate set-off of the amount owed by Buyer from any funds due from Dealer Club to Buyer. In addition, if Buyer fails to pay the Total Payment Amount by the Payment Due Date, we may:     


  1. Electronically debit your bank account, floor plan account, or another account made available to Dealer Club in accordance with the default payment method selected by You;


  1. Withhold title until all amounts owed have been paid;     


  1. Cancel the sale transaction;     


  1. Charge interest on any past due amounts at the rate of one and 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     


  1. Pursue any other remedy or relief permitted by law. 


If Dealer Club accepts payment from Buyer by electronic check, Buyer authorizes Dealer Club 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. Dealer Club 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 or 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.

     

In the course of sending payments to Dealer Club, You shall not, intentionally or unintentionally, transmit fraudulent funds. Furthermore, You shall not use the Website in a manner the We or Visa, MasterCard, American Express, Discover, or any other electronic funds transfer network reasonably believes to be an abuse of the card system or a violation of the card association or network rules.  


Dealer Club will pay the Seller the purchase price of the vehicle less or plus any fees due from the Seller to Dealer Club or vice versa 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 Dealer Club to collect any monies owed to Dealer Club by You.


Accessing the Website and Account Security. 


We reserve the right to withdraw or amend the Website, and any service or material We provide on the Website, in our sole discretion and without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period of time. From time to time, We may restrict access to some parts of the Website, or the entire Website, to our Members.


To access the Website or some of the resources it offers, You may be asked to provide certain registration details or other information.  It is a condition of your use of the Website that all the information You provide on the Website is correct, current, and complete.  You agree that all information You provide to register with the Website or otherwise including, but not limited to, through the use of any interactive features on the Website is governed by our Privacy Policy (available at https://www.dealerclub.com/privacypolicy/) and You consent to all actions We take with respect to your information consistent with our Privacy Policy.


If You choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, You must treat such information as confidential, and You must not disclose      such information to any other person or entity. You also acknowledge that your account is personal to You and You agree not to provide any other person or entity with access to the Website or portions of it using your username, password, or other security information.  You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You are solely responsible for all access to, usage of, or activity on your account. You acknowledge and agree that      We may, and You specifically authorize Us to, process all transactions that are initiated through your account.


We have the right to disable any username, password, or other identifier, whether chosen by You or provided by Us, at any time if, in our opinion, You have violated any provision of these Terms of Service. 


Information You Provide in Connection with the Sale of Your Vehicle. 


If You are using the Website to sell a vehicle, You represent and warrant that the information You provide regarding the vehicle is accurate, not false or misleading, and that You are the sole owner of any images You submit in connection with the vehicle and that the images will not violate the intellectual property rights of any third party, including copyright or other intellectual or proprietary rights. You further agree that by submitting any information or images in connection with the vehicle, You grant to Dealer Club and its affiliates a nonexclusive, royalty-free, perpetual, transferable, irrevocable, and fully sub-licensable right to use, reproduce, modify, adapt, translate, distribute, publish, create derivative works from and publicly display and perform such information and images throughout the world in any media now known or hereafter devised. You acknowledge that if You provide us with any false, incomplete, or inaccurate information, the estimated value of your vehicle may be inaccurate. By providing your personal and vehicle information to Us through the Website, You agree that we may contact You, by any method that You supplied for your contact information, about your vehicle and our services.


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 the exclusive property of and are owned by Dealer Club, 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. 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 the prior written consent of Dealer Club. 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 Dealer Club.


Prohibited Uses.      


By accessing the Website, You understand and agree to use the Website only for lawful purposes and in accordance with these Terms of Service. You further understand and agree that at no time shall You use the Website: 


  1. In any way that violates any applicable federal, state, local, or international law or regulation      including, without limitation, any laws regarding the export of data or software to and from the United States or other countries; 


  1. To transmit or send any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation;


  1. To impersonate or attempt to impersonate Dealer Club, a Dealer Club employee, another      Member, or any other person or entity (including, without limitation, by using email addresses  associated with any of the foregoing; 


  1. To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by Us, may harm Dealer Club or users of the Website, or expose them to liability; 


  1. To build a competitive product or service or copy any verbiage, ideas, features, functions, or graphics of the Website; 


  1. To take action which could disable, overburden, damage, or impair the Website or interfere with any other user’s use of the Website, including the ability to engage in real time activities through the Website; 

     

  1. To promote or activate any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website;

          

  1. In conjunction with any device, software, or routine that interferes with the proper working of the Website; 


  1. To Introduce any viruses, trojan horses, worms, logic bombs, or other program that is malicious or technologically harmful; 

     

  1. To attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website.

     

  1. To attack the Website via a denial-of-service attack or a distributed denial-of-service attack; or


  1. Otherwise attempt to interfere with the ordinary, normal working order of the Website.


Reliance on Information Posted.  Dealer Club is constantly updating the Website, and the Website may experience delays, glitches, errors, and other technical difficulties from time to time.  As a result of such technical difficulties, the information found on the Website may contain errors or inaccuracies and may not be complete or current. Vehicles may be mispriced, described inaccurately, or unavailable on the Website, and We cannot guarantee the accuracy or completeness of any information found on the Website.  We therefore reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice. If, with respect to a vehicle sold, a unilateral mistake is or was made by Dealer Club or Seller in setting the reserve or sale price of a vehicle, Dealer Club may, in its sole discretion, Unwind such sale, and Buyer agrees to return any such vehicle at Dealer Club’s request, and Dealer Club will, upon receipt of such vehicle, return the purchase price to Buyer. Additionally, Dealer Club reserves the right to cancel the sale of any vehicle prior to payment being distributed to the Seller.  This may come as a result of inaccurate information provided by the Seller, rapid and drastic changes to market conditions, or for any reason Dealer Club sees fit for cancellation of the sale.

     

The Website may include content provided by third parties, including materials provided by third-party licensors, syndicators, aggregators, and/or reporting services.  All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Dealer Club, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Dealer Club.  We are not responsible, or liable to You or any third party, for the content or accuracy of any materials provided by any third parties.


Users Under the Age of 18.  Our Website is not intended for users under 18 years of age.  No one under age 18 may provide any information on the Website. We do not knowingly collect personal information from users under age 18.  If you are under age 18, do not use or provide any information on the Website or provide any information about yourself to Us including, but not limited to, your name, address, telephone number, email address, or any screen name or user name you may use. If you believe We might have any information from or about a user under age 18, please contact us at [email protected].

     

Information About You and Your Visits to the Website.  All information collected on the Website is subject to our Privacy Policy https://www.dealerclub.com/privacypolicy/. By using the Website, You consent to all actions taken by Us with respect to your information in compliance with the Privacy Policy.


Linking to the Website.  You may link to the Website, provided You do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but You must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part.  You agree to cooperate with Us in causing any unauthorized linking to immediately stop upon request.  We reserve the right to withdraw linking permission without notice.


Links from the Website.  If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the      content of third-party websites or resources, and accept no responsibility for any loss or damage You experience that arises from your use of them. If You decide to access any of the third-party websites linked to the Website, You do so entirely at your own risk and subject to the terms and conditions of use for such websites.


Geographic Restrictions.  The owner of the Website is based in the State of Florida in the United States.      This Website is for use only by persons or entities located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States.  Access to the Website by certain persons or in certain countries may not be legal. If You access the Website from outside of the United States, You do so on your own initiative and are responsible for compliance with local laws.


Disclaimer of Warranties. You understand that We cannot and do not guarantee or warrant that files available for downloading from 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 Website 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, VIRUS, 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 DEALER CLUB NOR ANY PERSON OR ENTITY ASSOCIATED WITH DEALER CLUB MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER DEALER CLUB NOR ANYONE ASSOCIATED WITH DEALER CLUB REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.


TO THE FULLEST EXTENT PROVIDED BY LAW, DEALER CLUB 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 DEALER CLUB, 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.


Indemnification. You agree to defend, indemnify, and hold harmless Dealer Club, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any demands or claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Service or your use of the Website including, but not limited to, any use of the Website’s content, services, and products other than as expressly authorized in these Terms of Service, or your use of any information obtained from the Website.


Governing Law, Jurisdiction, and Venue.  These Terms of Service, the Website, and any dispute or claim arising therefrom or related thereto shall be governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Florida. Any legal suit, action, or proceeding arising out of or related to these Terms of Service, the Website, or matters contemplated hereunder shall be instituted exclusively in the courts of the State of Florida, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding and waives any objection based on improper venue or forum non conveniens.

     

Member Termination.  If You violate, breach, fail to follow, or act inconsistently with these Terms of Service, We may terminate, discontinue, suspend, and/or restrict your ability to access, visit, and/or use the Website or any portion thereof, with or without notice. We reserve the right to take any technical, legal, and/or other action that we deem necessary and/or appropriate, with or without notice, to prevent violations of these Terms of Service and remediate any purported violations thereof.  You may not circumvent any Dealer Club determination about your account such as temporary or indefinite suspension or other account holds, limitations or restrictions including, but not limited to, engaging in the following actions: attempting to open new or additional Member account(s) when an account has been restricted, suspended or otherwise limited; opening new or additional Member accounts using information that is not your own (i.e. name, address, email address, etc.); or using someone else’s Member account.


Communications to You.  Dealer Club will typically use electronic means to communicate with You.  For contractual purposes, You (a) consent to receive communications from Us in electronic form, and (b) agree that all notices, documents, disclosures, and other communications that We provide to You electronically satisfy any legal requirement that such communications would satisfy if they were in writing. Your consent to receive communications and do business electronically, and your agreement to do so applies to all of your interactions and transactions with  Us.


You understand and agree that by creating an account, You may receive certain communications from      Us, such as transactional or relationship messages or messages about your account, and that these communications are considered part of your account and You may not be able to opt out of receiving them without ceasing to be a registered user of the Website.


You agree that by providing your phone number, Dealer Club or our authorized representatives may call and/or send text messages (including by using equipment to automatically dial telephone numbers) about your interest in a sale or purchase, for marketing/sales purposes, or for any other servicing or informational purpose related to your account. You do not have to consent to receiving calls or texts to use Dealer Club’s services.


Waiver and Severability.  No waiver by Dealer Club of any term or condition set out in these Terms of Service shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Dealer Club to assert a right or provision under these Terms of Service shall not constitute an ongoing waiver of such right or provision.


If any provision of these Terms of Service is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of these Terms of Service will continue in full force and effect.


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