Terms and Conditions

THIS TERMS OF USE AGREEMENTIS EFFECTIVE UPON ACCEPTANCE FOR NEW USERS, AND FROM DECEMBER 15, 2020 FOR EXISTING USERS

Welcome, and thank you for your interest in Southern Auto ExchangeLLC d/b/a Turn Automotive (“Turn Automotive”). Turn Automotiveprovides a business-to-business online marketplace and related services through which licensed automotive dealerships may connect with other licensed automotive dealerships to buy, sell or trade wholesaleautomobileinventory on a local and national level (the “Services”).

These Terms of Use are a binding legal agreement between you, your business and your representatives (collectively “you,” “your,” or “User”) and Turn Automotive(“Turn Automotive,” “we,” or “our”) regarding your use of the Services. A User can mean the party selling a vehicle (the “Seller”), the party buying a vehicle (the “Buyer”), or anyone using the Services.

PLEASE READ THE FOLLOWING TERMS CAREFULLY. The Terms of Use Agreement covers important information about future changes to the Terms of Use, payment method, limitations on liability, disclaimers, and a class action waiver

By clicking “I HAVE READ AND ACCEPT THE TERMS OF USE” or by downloading, installing or otherwise accessing or using the Services, you agree that you have read, understood, and, as a condition to your use of the Services, you agree to be bound by the then current Terms of Use, including the Turn Automotive Privacy Policy located at turnautomotive.com/privacy (the “Turn Automotive Privacy Policy”), and if applicable, the Turn Automotive Limited Warranty located at https://turnautomotive.com/limitedwarranty, each incorporated herein by reference, and any additional terms and policies we may provide from time to time (collectively, the “Terms”).

TURN AUTOMOTIVE TERMS OF USE

1. Eligibility

Only representatives of licensed automotive dealerships that have successfully completed the registration process and have been approved by Turn Automotive are eligible to use the Services. By agreeing to these Terms, you represent and warrant to us that: (a) you or your entity currently hold and shall maintain all applicable licenses, permits and governmental approvals necessary and required to conduct your business, including but not limited to business as a licensed automotive dealership legally eligible to purchase vehicle inventory for resale and/or as required to access and participate in the Services; (b) you and your users are in compliance with and shall comply with all laws and regulations that apply to your business; (c) you possess and will provide upon registration a state issued dealer’s license, applicable resale certificate(s), sales tax exemption certificate, a federal tax identification number (EIN) and any other documents or information as required by us; (d) you have not previously been suspended or removed from the Service; and (e) you will immediately notify Turn Automotive of any change related to any licenses, permits or other information referred to herein. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and references to you herein (and all of your obligations hereunder) will refer to such entity and any individual using the Service on such entity’s behalf. At all times you are utilizing the Services and the Turn Automotive platform, you shall maintain a valid garage insurance policy in accordance with the legal requirements of the state in which you do business.

2. Accounts and Registration

Upon receipt and approval of the required documentation and successful completion of the registration process and approval of your registration by Turn Automotive, you and your designated authorized users (“Authorized Users”) will be issued a unique Username and password to access the Services. You represent and warrant that all information that you provide to Turn Automotive is accurate and complete and that you will notify us in writing within five (5) business days of any changes to the information provided. You hereby authorize Turn Automotive to share your information (including, without limitation, financial information) with Turn Automotive partners to the extent such information is needed to provide the Services and in compliance with the Turn Automotive Privacy Policy. We reserve the right to restrict or permanently suspend your access to the Services and to withhold amounts for you and your Authorized User at any time in our sole and absolute discretion, including, but not limited to, for failure to complete Turn Automotive’ registration process or violation of any of duties or conditions of the Terms.

3. Sharing of Username/Password:

You agree not to give anyone access to the Services other than your Authorized Users and sharing or lending of usernames or passwords is strictly prohibited. You agreed that you are responsible for maintaining the confidentiality and security of the usernames and passwords issued to you and your Authorized Users. You agree that you are liable and responsible for all actions, omissions, failures to act, and/or transactions conducted with the username and password issued to you or any of your Authorized Users. We recommend that you change your password from the default password issued by Turn Automotive at registration. You agree that you will immediately notify us in writing of any unauthorized use of a username and password.

4. Permitted Use:

You agree, subject to your complete and ongoing compliance with these Terms, Turn Automotive grants you limited, non-transferable, non-sublicensable, revocable permission to access and use the Services solely for your internal business purposes.

5. Prohibited Conduct:

All communications and transactions related to the Services or the Turn Automotive platform will be facilitated through the Turn Automotive platform. Users are prohibited from communicating, contacting, or transacting business with another Turn Automotive User related to the Services outside of the Turn Automotive platform. Turn Automotive reserves the right to terminate any user who is found communicating or transacting with another Turn Automotive user outside of the Turn Automotive platform.

You agree that you 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 Users 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 Turn Automotive platform and related Services or information 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 Turn Automotive platform or 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; (v) access, monitor, or copy any content or information of Services using any robot (“bot”), spider, scraper, or other automated means or manual process for any purpose; or (vi) permit or authorize any third party to do any of the foregoing.

6. Data:

By using the Turn Automotive Services and platform, you agree Turn Automotive has the right to use User-generated information, content, photographs and vehicle data for the purpose of promoting and carrying out the Services requested by such User. By providing information of any kind to Turn Automotive, you consent to the use of such information in accordance with the Turn Automotive Privacy Policy. Further, by using the Turn Automotive Services and platform, you authorize and consent to Turn Automotive’s use of your company name and logo to identify you and/or your company as a customer of Turn Automotive for marketing purposes. Turn Automotive’s use of the name and logo does not create any ownership rights therein.

7. Turn Automotive Intellectual Property Ownership:

You acknowledge and agree that the Turn Automotive platform, related Services, data, and intellectual property, including all copyright and rights to patent, industrial design and trademark protection, trade secrets and all other intellectual property rights (collectively, the “Turn Automotive IP”) are owned by Turn Automotive and are protected by United States and international intellectual property laws and treaties. Subject to the limited rights of access expressly granted hereunder, Turn Automotive reserves all rights, title and interest in and to the Turn Automotive IP. No rights are granted to you other than the limited rights expressly set forth in these Terms. You acknowledge and agree that you do not own, and shall not acquire any right, title or interest in the Turn Automotive IP and that, if necessary, you agree to perform any acts that may be reasonably necessary to transfer or confirm ownership of any right, title, and interest in or to the Turn Automotive IP.

Turn Automotive trademarks may not be used in connection with any product, service, or marketing without the prior written consent of Turn Automotive.

8. Turn Automotive’ Role:

Turn Automotive provides a business-to-business online marketplace and related Services. We do not take title to the vehicles uploaded and displayed on the marketplace or by use of the Services. Turn Automotive is neither a buyer nor a seller of the vehicles on the marketplace and makes no representations or guarantees regarding any vehicle sold or offered for sale. Turn Automotive 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 Turn Automotive or any Turn Automotive partner. For purposes of this Agreement, a Transaction is defined as Your purchase or sale of a vehicle through the Services as the Buyer or Seller.

Turn Automotive reserves the right at its sole discretion to end an active listing, limit or restrict the number of vehicles a Seller may list for sale at any given time, retract an offer, or unwind a Transaction if it deems that it is in violation of the Terms or for fraudulent behavior or major deception. Major deception means an act, representation or omission that materially affects the value of a vehicle and would be regarded as misleading, unprofessional or unethical, including but not limited to failure to disclose a voided factory warranty, or failure to disclose an item on a condition report exceeding $3,500 in cost to repair, regardless of the timing of discovery of the non-disclosed item or by whom it is discovered, or regardless of whether the vehicle was inspected by Turn Automotive or its affiliate. In the event of major deception, the Seller will be responsible for reclaiming their vehicle from its current location as well as all costs associated therewith, regardless of location of the vehicle, including but not limited to reimbursement of any transport fees incurred by Buyer or Turn Automotive. The Seller will also repay in full all funds it received for the sale of the vehicle. Turn Automotive further reserves the right to assess and charge a $500 fee for any transaction that is unwound because of a violation of the Terms or for fraudulent behavior or major deception by the Buyer or Seller. Turn Automotive has the right to ACH debit Buyer’s or Seller’s account for any funds that were paid in the event of an unwind for major deception. Every Seller shall disclose all material facts relating to the history and condition of each vehicle listed for sale when submitting the condition report. Turn Automotive reserves the right to have an independent inspector inspect any vehicle at any time prior to or after consummation of a Transaction to verify the accuracy of the condition report. If a discrepancy is found in the condition report based upon Turn Automotive’s independent inspection after consummation of a Transaction, in addition to any rights granted hereunder, Turn Automotive, at its sole discretion, may either unwind the Transaction or require the parties to the Transaction to attempt to re-negotiate the Transaction. If re-negotiation is unsuccessful, Turn Automotive may deem the Transaction as major deception on behalf of the Seller and exercise all rights afforded hereunder. Turn Automotive’s right to require an independent inspection shall in no way create any obligation or liability on behalf of Turn Automotive, and no User, Buyer and/or Seller shall have any recourse against Turn Automotive for its failure to perform an independent inspection.

For qualifying transactions, Turn Automotive shall provide a limited warranty free of charge subject to the terms and conditions contained therein (the "Limited Warranty"). The Limited Warranty is located at https://turnautomotive.com/ and shall govern any claims arising under qualifying transactions, as defined therein. Turn Automotive reserves the right at its sole discretion to switch You to as-is sales that are not eligible to receive the Limited Warranty at any time for any reason.

9. Buyer Obligations:

The Buyer represents, warrants, and agrees as follows:

b. To research and review the condition, value, vehicle history report and vehicle condition report of the vehicle and the listing details, disclosures and terms of the transaction before submitting an offer;

c. Once an offer is submitted, it cannot be withdrawn. All offers are final and binding. Offers will not be retracted for any reason, including Buyer’s failure to identify an issue that would affect Buyer’s offer amount prior to placing the offer;

d. To pay for any vehicle that Buyer has submitted an offer and Seller has accepted the offer, including the “buy it now” feature or any other purchase price negotiated between the Buyer and Seller, evidenced by a generated invoice, and upon failure to do so, Buyer agrees to pay a $500 fee for abandoning a transaction, if assessed by Turn Automotive;

e. Buyer will complete the Turn Automotive “check out” process via the Turn Automotive platform and select a payment method upon Seller’s acceptance of Buyer’s offer;

f. Buyer’s failure to complete the “check out” process within twenty-four (24) hours of the time of purchase will authorize Turn Automotive to automatically select ACH payment method for payment by Buyer and complete the transaction, and may also result in financial penalties (“late fee”) as defined herein. For purposes of this section, the time of purchase shall be the time 1) an auction ends with a successful Buyer; 2) the buy it now function is utilized by the Buyer; or 3) an offer made is accepted by the other party to the transaction.

g. To comply with the Fees and Payment Terms as set forth in Sections 11 and 12;

h. Be responsible for Buyer‘s own transportation of purchased vehicle or requesting Turn Automotive to assist in arranging transportation of vehicle prior to purchase. If Buyer requests that Turn Automotive assist in arranging transportation, our role is only as a transport broker and any claim for damages or any other claim related to transport is between carrier and User;

i. To make every effort to remove the vehicle from the Seller’s facility or location within seventy-two (72) hours of purchase of the vehicle, but under no circumstances shall removal occur more than five (5) business days from the date of purchase;

j. That if Buyer fails to remove a purchased vehicle from Seller’s property within five (5) business days, 1) if assessed by Turn Automotive Buyer shall pay a $50 per day storage fee for any vehicle not removed within five (5) business days and/or 2) Turn Automotive shall have the right to remove the vehicle from Seller’s property and charge the Buyer transportation costs;

k. That no stop payment of Buyer’s payment to Turn Automotive shall be honored;

l. That any stop payment order shall be deemed by the parties to be evidence of fraud by the Buyer 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;

m. If assessed by Turn Automotive, to pay a $500 fee for any transaction that is unwound because of a violation of the Terms or for fraudulent behavior or major deception by the Buyer.

n. That Buyer is solvent;

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

p. That 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’s inability to export a purchased vehicle shall not permit a Buyer to unwind or cancel a transaction and a Buyer shall have no recourse against Turn Automotive or a Seller for such occurrences;

q. That Buyer holds a sales tax registration, certificate, license, or other permit, issued by the sales taxing authority of Buyer’s state, county, and country as appropriate, which exempts you from the payment of sales tax;

r. That title to the vehicle will not pass to Buyer until complete payment has been received by Turn Automotive and the title has been received from the Seller;

s. Buyer shall execute a Limited Power of Attorney, when applicable, appointing Turn Automotive as Buyer’s agent with authority to complete items as set forth in Section 17 or separate Power of Attorney.

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

u. Buyer shall abide by and comply with all Terms contained herein and all applicable laws, rules and regulations, including but not limited to all rules and regulations set forth by the applicable department of motor vehicles.

v. Buyer is responsible for checking vehicle history reports at the time of purchase. No items listed on a vehicle history report are admissible for a claim under the Limited Warranty. Furthermore, should a vehicle history report populate a previously undisclosed item dated prior to purchase but that was not listed on the vehicle history report at the time of purchase, there is no recourse for Buyer. Turn Automotive does not warrant, represent, monitor or validate any vehicle history reports and will not consider any vehicle history report content related to a claim under the Limited Warranty.

10. Seller’s Obligations:

The Seller represents, warrants, and agrees:

a. Seller is a licensed dealer of motor vehicles in good standing;

b. Seller stands behind any representations made by Seller about a vehicle listed or sold on Turn Automotive;

c. Any amounts owed to Turn Automotive by Seller may be deducted from any proceeds due Seller;

d. Turn Automotive may stop payment or refuse to authorize payment to Seller pursuant to a right of offset;

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

f. Seller is the true and lawful owner of the vehicle except as set forth in the vehicle’s announcements, and by listing a vehicle for sale on the Turn Automotive platform Seller represents and warrants that it has the certificate of title to the vehicle listed in hand or has lawful rights to the certificate of title to the vehicle listed;

g. Seller shall submit an accurate and completed vehicle condition report for all vehicles listed for sale on the Turn Automotive platform on the form provided by Turn Automotive;

h. Once a Seller lists a vehicle on the Turn Automotive platform, it cannot be withdrawn. All listings are final and binding on the Seller, unless a reserve price is stated and the reserve price is not met. If the reserve price of a vehicle listed by Seller is not met before the close of the listing, Seller agrees that the vehicle shall be converted to a new buy now/make offer listing at the stated reserve price, which listing shall remain open for four (4) days and cannot be retracted without Turn Automotive’s approval.

i. If a transaction is completed and it is then determined that Seller does not have the title to the vehicle in hand or have lawful rights to the certificate of title to the vehicle, the transaction may be cancelled, and if assessed by Turn Automotive, the Seller shall pay a $500 fee;

j. The vehicle is free from all liens and encumbrances except as set forth in the vehicle’s announcements, and any liens or encumbrances set forth in the vehicle’s announcements shall be removed;

k. Seller has full rights, power and authority to sell and transfer title to the Buyer and shall comply with the Turn Automotive’ title policy as set forth in Section 14 Title Policy;

l. If assessed by Turn Automotive, Seller shall pay a $500 fee and must reimburse Buyer the transportation costs for any vehicle that is sold and Seller abandons, cancels or refuses to honor the transaction after acceptance by the Buyer or due to late title issues;

m. If assessed by Turn Automotive, to pay a $500 fee for any transaction that is unwound because of a violation of the Terms or for fraudulent behavior or major deception by the Seller.

n. Seller shall make all necessary and reasonable accommodations to assist in Buyer taking possession of the vehicle upon Buyer presenting a gate pass, and shall not release a vehicle unless and until Buyer presents a gate pass;

o. Unless otherwise agreed, Seller will permit Turn Automotive’ employees and Turn Automotive’ partners reasonable access to Seller’s lot for the purpose of identifying vehicles Seller lists for sale;

p. Seller shall abide by, comply with, participate in and be bound by the terms of the Limited Warranty and any decision or resolution reached as result of a claim submitted under a Limited Warranty arising from a vehicle sold by Seller;

q. Seller will not attempt to manipulate bids, intentionally bid up the price of any vehicle, or otherwise fraudulently bid on any vehicle; and

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

11. Fees:

In consideration of access to the Services, you agree to pay Turn Automotive (as applicable) all fees and charges assessed by Turn Automotive (collectively, the “Fees”) as stated below for all Transactions, as defined herein. Fees are subject to change without notice. For an up to date list of Fees, please email support@TurnAutomotive.com. 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 shall be fully earned when due and once paid shall be non-refundable.

Unless agreed to otherwise by Turn Automotive in writing prior to the Transaction occurring, the following Fee structure shall apply as of the date of this Agreement to any Transaction completed by You, subject to changes as provided for above:

Seller Fees

$0-4,999 transaction price

$275 per Transaction

$5,000-$100,000 transaction price

$375 per Transaction

Buyer Fees

$0-4,999 transaction price

$275 per Transaction

$5,000-$100,000 transaction price

$375 per Transaction

Turn Automotive reserves the right to assess and charge a $500 fee for any transaction that is abandoned by the Buyer or Seller or is unwound because of a violation of the Terms or for fraudulent behavior or major deception by the Buyer or Seller. If a Buyer wins the Vehicle and does not pay for it, they may be assessed a $500 fee. If the Seller sells a vehicle and does not allow the Buyer to take possession of it, they may be assessed a $500 fee.

If a transaction is completed and it is then determined that Seller does not have the title to the vehicle in hand or lawful rights to the certificate of title, the transaction may be cancelled, and the Seller may be assessed a $500 fee.

Upon termination of this agreement, any vehicles for which an offer has been submitted by Buyer and Seller has accepted the offer, including the “buy it now” feature or any other purchase price negotiated between the Buyer and Seller, but that are still pending completion/processing shall be completed; any listings or open offers that have not been accepted will be cancelled, and all pending offers are retracted. Upon termination of this Agreement, all invoices previously issued will be due within five (5) business days of the date of termination. Turn Automotive will invoice any additional Transactions made prior to the termination of this Agreement within five (5) business days, and payment for any such Transactions shall be due within five (5) business days of receipt of the invoice by You.

12. Payment Terms:

Any vehicle that is deemed to be “Won” on the Turn Automotive platform constitutes a transaction that is binding on both the Buyer and Seller. Payments are due at the time of sale upon checkout. Payment shall be made by the Buyer in U.S. Dollars via ACH electronic funds transfer or by another financing arrangement acceptable to Turn Automotive (each a “Payment Method”). Buyer agrees that, regardless of payment method, the transaction is a fully consummated cash transaction for present consideration. Turn Automotive reserves the right to specify the type of Payment Method it will accept from the Buyer in our sole and absolute discretion.

If Buyer payment is made via ACH electronic funds transfer, Turn Automotive will initiate an ACH debit to the Buyer bank account for such amounts owed at the time of sale upon checkout.

If Buyer fails to complete the “check out” process within twenty-four (24) hours of the time of purchase Turn Automotive is authorized to automatically select ACH payment method for payment by Buyer and will initiate an ACH debit to the Buyer bank account for such amounts owed at the time of sale. For purposes of this section, the time of purchase shall be the time 1) an auction ends with a successful Buyer; 2) the buy it now function is utilized by the Buyer; or 3) an offer made is accepted by the other party to the transaction.

Seller agrees to release the vehicle purchased to the Buyer upon receipt of payment to Turn Automotive and only upon presentation by Buyer of a gate pass issued by Turn Automotive for the purchased vehicle. Turn Automotive will not be responsible for any payments for a vehicle if the Seller releases a vehicle without validating the gate pass. Buyer is responsible for the transportation of any vehicle purchased, and Seller shall make all necessary and reasonable accommodations to assist in Buyer taking possession of the vehicle upon Buyer presenting a valid gate pass.

In addition to whatever rights of set-off Turn Automotive may have in any jurisdiction where vehicles are sold, if User fails to pay Fees or other amounts owing when due to Turn Automotive, or if User is subject to an open arbitration under this Agreement, Turn Automotive will be entitled to immediately set off the amounts owed by User from any funds due from Turn Automotive to User, or hold the amounts until any open arbitration is finally resolved.

In addition, if you fail to pay the Total Payment Amount within twenty-four hours of the time of purchase, 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 Turn Automotive; (b) withhold title documents until all amounts owed have been paid; (c) cancel the sale transaction; (d) assess a $100.00 late fee every seventy-two (72) hours after the time of purchase until Turn Automotive receives the Total Payment Amount (“late fee”); (e) 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 (f) pursue any other remedy or relief permitted by law. If Turn Automotive accepts payment from Buyer by ACH electronic transfer, Buyer authorizes Turn Automotive to initiate debit entries to its account at the financial institution designated on Buyer’s ACH form. The ACH authorization will remain in force until we have received written notice from you of its termination. Turn Automotive reserves the right to decline payment by ACH 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”), rejected due to no account or incorrect account information, or any other reason (“Rejected Payment”), must be settled and replaced immediately. A Rejected Payment will be subject to “late fees” and/or a service charge up to the maximum amount allowed by law and shall be immediately due and payable. Turn Automotive will not be liable for any incidental or consequential damages resulting from any transaction we initiate pursuant to the section. For purposes of this section, the time of purchase shall be the time 1) an auction ends with a successful Buyer; 2) the buy it now function is utilized by the Buyer; or 3) an offer made is accepted by the other party to the transaction.

Turn Automotive will pay Seller, via ACH electronic funds transfer, the purchase price of the vehicle less the Fees or charges due from Seller to Turn Automotive after receipt and verification of a properly executed, negotiable and marketable title from Seller.

User agrees to pay all costs including, without limitation, attorneys’ fees, court costs and other expenses reasonably incurred by Turn Automotive in connection with the collection of any monies owing by User.

13. Storage of Vehicles:

Unless expressly agreed to the contrary in a writing signed by Turn Automotive, Turn Automotive is not a bailee of your property, consigned or otherwise. Seller is responsible for damage to any vehicle sold while it is in Seller’s possession except for Acts of God. Any damage caused by an Act of God is the sole responsibility of the Buyer unless said damage occurred before the transaction was created in the Turn Automotive platform and was not disclosed by Seller. Buyer is responsible for any and all damage once a vehicle is picked up by Buyer, Buyer’s agent or a transporter of any kind. For purposes of this section, an Act of God is defined as any naturally occurring catastrophe, such as earthquake, tornado, erupting volcano, hail, lightning, windstorm or hurricane.

14. Title Policy:

You acknowledge and agree that some vehicles are sold title absent and you must operate within your state's rules, regulations and laws concerning the certificate of title. A Seller agrees to deliver to Turn Automotive a properly executed, negotiable and marketable title, clear of all liens and encumbrances, within thirty (30) calendar days of the Transaction date or as required by the rules, regulations, and laws of the state in which Seller transacts business, whichever is earlier. Titles are to be sent via trackable mail, signature required to Turn Automotive, 2 Kiel Avenue PMB 241, Kinnelon, New Jersey 07405, or any other address designated by Turn Automotive in the future.

Seller’s failure to deliver marketable title within the applicable time period may result in late fees and shall authorize Buyer or Turn Automotive to cancel the transaction, and the transaction shall be treated as abandoned by the Seller and subject to imposition of fees for abandoned Transactions, as provided for herein.

Turn Automotive may assess to Seller, and Seller agrees to pay, a $100.00 late title fee for any title delivered more than thirty (30) calendar days after completion of the Transaction. Turn Automotive will assess to Seller an additional $100.00 late title fee every seven (7) calendar days beyond thirty (30) days after the completion of the Transaction until Seller produces a marketable title or Buyer or Turn Automotive cancels the Transaction. This is in addition to any fees assessed for abandoned Transactions.

The Seller will ensure that title is reassigned directly to the Buyer. Turn Automotive is not the buyer of the vehicle and does not take title or possession of the vehicle, and therefore any title listing Turn Automotive as the Buyer will be returned to the Seller to be corrected.

You agree to indemnify and hold harmless Turn Automotive from any liability, loss costs, damage or expense, including attorney fees which may arise either directly or indirectly from the sale and purchase of the vehicle including but not limited to title services provided.

15. Dispute Resolution/Arbitration, Governing Law and Venue:

Each Party hereto expressly consents and agrees to arbitration under the American Arbitration Act of any controversy, claim or dispute arising out of or relating to this Agreement, the Terms, the validity, inducement, or breach hereof, the use of the Services, or the relationship between User and Turn Automotive (each such controversy or claim is hereinafter referred to as a "Dispute"), pursuant to the following procedure:

First, the parties involved in the Dispute shall attempt to resolve any Dispute prior to commencing the procedures set forth below.

If after seven days the parties are unable to resolve the Dispute, the parties shall submit to non-binding mediation which shall take place for a period of one day in Bergen County, New Jersey before a mediator that is mutually acceptable to the parties. If the parties are unable to agree on the selection of a mediator, a mediator will be chosen by an arbitrator selected pursuant to the rules of the American Arbitration Association ("AAA") who will then select such mediator from a list of neutral mediators maintained by the AAA. The mediator shall confer with the parties to design procedures to conclude the mediation within no more than 30 days after initiation.

If mediation is unsuccessful, the parties shall submit the controversy to binding arbitration with AAA in accordance with its rules within thirty (30) days following the conclusion of mediation, with venue for the arbitration set in and to be held in Bergen County, New Jersey The award rendered by the arbitrator shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof.

This Agreement shall be construed in accordance with and be governed by the laws of the State of New Jersey, without regard to generally applicable principles of conflicts of law. The parties agree that any arbitration hereunder shall be held in Bergen County, New Jersey.

You may only resolve disputes with Turn Automotive on an individual basis and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed, and You expressly disclaim any right to bring or participate in any such action. You acknowledge that prior to using the Services, you have carefully reviewed this dispute resolution/arbitration clause and agree to be bound by it.

16. Transportation:

Buyer is responsible for all transportation fees associated with the removal of a vehicle purchased by it from Seller’s facility or other location. Buyer shall make every effort to remove the vehicle from Seller’s facility or other location within seventy-two (72) hours of purchase of the vehicle. Turn Automotive may charge a $50 per day storage fee for any vehicle that is not removed within five (5) days of purchase. Turn Automotive is not a transport broker. Turn Automotive provides access via its platform for transportation services as a matter of convenience for its customers. Any transport services selected are directly between the Buyer and the transport company. Turn Automotive does not guarantee delivery times, estimates, or warrant for repair of any vehicle transport damages. Any claims arising from transport will be handled directly between the Buyer and the transport company. Buyer hereby releases Turn Automotive and agrees to hold it harmless from any claims, damages or financial impact arising out of or relating to issues related to transporting of vehicles.

17. Limited Power of Attorney:

You hereby irrevocably appoint Turn Automotive to be your agent and attorney-in-fact with full and complete authority to, on your behalf, take all steps, do all things, and authenticate, sign, e-sign, or otherwise acknowledge any and all documents, including but not limited to odometer disclosure statements, certificate of origin, reassignment of odometer disclosure statements, title documents (including applications for duplicates), bill of sale, sales invoices and transportation instructions/orders, in each case as deemed necessary, incidental, desirable, or expedient by us, in our sole judgment, to the Services provided by us to you and/or to assist us with our efforts to collect payment for the Services. You will also sign any separate power of attorney document(s) covering the foregoing activities and authority that Turn Automotive may request from time to time in its sole discretion. This authority extends to signing on behalf of Buyer or Seller as agent on title on any vehicle returned for late title, through arbitration, or for any other reason and to sell vehicle to next assignee on the title. Unless otherwise directed in writing, in executing transfer of ownership documents and other documents as applicable on your behalf, Turn Automotive and its designees are directed to enter the mileage reading as entered into the condition report and/or in the odometer picture of each vehicle or as otherwise directed by you in writing as the true mileage of such vehicle. You represent that any such instructions regarding mileage and any other vehicle listing data from you are true and correct.

18. Conducting Business:

Turn Automotive: (i) may rely and act upon any purported signature whether oral, written, or electronic and other communication in connection with the Turn Automotive platform purportedly sent by User and/or any Authorized User or person purporting to be an agent or employee of User, and (ii) has no obligation to scrutinize, inquire, or confirm any signature or communication with User, any Authorized User or other person purporting to be an agent or employee of User. Turn Automotive may conduct business with a User through the (nonexclusive) use of electronic, computer, digital, or other paperless means, including the good faith reliance on electronic mail, facsimile transmittal, telephonic or other usual and regular forms of communication without confirmation or authentication of the communication by receipt of an original signature, document, paper or otherwise.

19. Termination:

Users are free to terminate this agreement at any time upon providing written notice to Turn Automotiveat 2 Kiel Avenue, PMB 241, Kinnelon, New Jersey 07405, which termination shall be effective upon receipt by Turn Automotive. Written notice of termination must be sent via certified mail or statutory overnight delivery, signature required. Turn Automotive reserves the right to suspend or delete your account and/or terminate all Services at any time and for any reason at our sole discretion and without notice.The User shall not be entitled to any refund or proration of any subscription fees billed and/or paid prior to any termination or suspension, including but not limited to any time remaining on the current subscription period.Your obligation to pay all amounts owing survive termination by either party. Upon termination of this agreement, any vehicles for which an offer has been submitted by Buyer and Seller has accepted the offer, including the “buy it now” feature or any other purchase price negotiated between the Buyer and Seller, but that are still pending completion/processing shallbe completed;any listings or open offers that have not been acceptedwill be cancelled, and all pending offers are retracted. Upon the suspension of any account, all open transactions shall remain pending, subject to TurnAutomotive’s review and approval, and no new offers or sales shall occur.

20. Consent to Receive Communication:

You acknowledge that Turn Automotivemay use means other than the website to support and promote the Services. Without limiting the generality of the foregoing, you grant express consent to receive advertising offers and other information from Turn Automotiveon their own behalf or on behalf of their respective affiliates, sellers, consignors, or other customers, for any commercial or advertising purpose, using the telephone numbers (whether business, home or mobile numbers), fax numbers, SMS codes, e-mail addresses, and other contact information provided during the registration process, or at any other address, telephone number, fax number, SMS code, email address or contact point used in connection with your business. You hereby covenant not to sue and waive and release Turn Automotiveand their respective officers, employees, agents, representatives, affiliates and customers for any and all rights, claims and causes of action arising out of the communications described in this paragraph, including without limitation, claims that such communications violate User's rights under the Telephone Consumer Protection Act, 47 U.S.C. § 227, or any federal or state law or regulation governing telemarketing, email marketing or fax marketing activities. You may terminate yourconsent only by providing a written notice, executed by you or your Authorized User, to support@TurnAutomotive.com. The written notice must expressly state that you are revoking your consent to receive advertising offers and other information from TurnAutomotive. You also consent to Turn Automotiverecording any phone conversation between you and a Turn Automotiveemployee or contractor for the purpose of monitoring and providing excellent customer service.You are solely responsible for all data, SMS or other charges from your provider related to these contacts and access and use of the Services..

21. User Content:

Turn Automotiveallows Users an opportunity to post user-generated comments after a transaction. User postings and comments should be professional, fair and based on their genuine experience with the other customer (Buyer or Seller) in the specific transaction. We are under no obligation to edit or control User Content that you or other users post or publish andwill not be in any way responsible or liable for User Content. However, Turn Automotivereserves the right to remove a User’s commentary in the Turn Automotiveplatform if it includes obscene, offensive or profane language, threatens or advocates harm, or promotes discrimination against individuals or groups protected by applicable human rights laws.

22. Links to Other Web Sites:

The Turn Automotiveplatform and Services may contain links to third-party web sites or services that are not owned or controlled by Turn Automotive. We have no control over, and assume no responsibility for the content, privacy policies, or practices of any third-party web sites or services. All information and materials displayed on or accessible via links from the Turn Automotiveplatform are provided as a courtesy and for informational purposes only. Turn Automotivedoes not warrant or guarantee 19the accuracy or reliability of third-party sites. You acknowledge and agree that Turn Automotiveshall 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 site or services.

23. DISCLAIMER OF WARRANTIES:

Turn Automotiveprovides the Turn Automotive platform and related Services to User on an “as is” and “as available” basis, and hereby disclaimsall express and implied warranties related to User’s and/or authorized User’s use of and access to the Turn Automotiveplatformand any related Services, including any implied warranties of merchantability, fitness for a particular purpose, non‐infringement, or any warranties which may be created through course of dealing or usage of Services. User understands that there may be interruptions, delays, inaccuracies, omissions, and/or other problems with the Turn Automotiveplatform, Services, and/or information contained on the Turn Automotiveplatform, and that Turn Automotivewill not be liable to User, authorized Users or to any third-party.Turn Automotivedoes not warrant that the Turn Automotiveplatform or Services will be error free, continuously available, free of viruses or other harmful components or meet User’s or any third party’s requirements.

24. LIMITATION OF LIABILITY:

Under no circumstances shall Turn Automotiveor its respective affiliates, employees, officers, directors, agents, licensors, or independent contractors have any liability to users for any direct, consequential (including lost profits), exemplary, incidental, indirect or special damages or costs resulting from any claim (whether in contract, tort, equity, negligence, or strict liability) related to or arising out of the Turn Automotiveplatform, any related Services, these Terms, including the performance or breach thereof or the use or inability to use, or performance or nonperformance of the Turn Automotiveplatform, services, or any component thereof, even if they have been advised of the possibility of such damages.

User agrees that Turn Automotiveshall have no liability whatsoever, actual or otherwise, to User or authorized Users based on any of the following: (i) any delay, interruption in use of, failure in or breakdown of the Turn Automotiveplatform or Services or errors or defects in transmission occurring in the course of accessing or using the Turn Automotiveplatform and Services; (ii) any unlawful or unauthorized use of the Turn Automotiveplatform; (iii) any loss of or damage to User's records or information, regardless of whether it is considered confidential or protected; (iv) any claim related to the condition of or related to the purchase and sale of a vehicle on the Turn Automotive platform or Services; or (v) any claim resulting from the termination of access to the Turn Automotiveplatform or any related Services.User further acknowledges and agrees that Turn Automotive does not provide insurance coverage for any vehicles purchased or sold on the Turn Automotive platform, and User is responsible for and shall maintain a valid garage insurance policy in accordance with the legal requirements of the state in which User transacts business.

25. Indemnity:

You hereby agree to indemnify, defend and holdharmless Turn Automotiveandits employees, officers, directors, members, managers, agents, licensors, andindependent contractors (“Turn AutomotiveParty”) from and against all liabilities, losses, suits, claims, demands, costs, fines and actions of any kind or nature (each an “Indemnified Claim”) by reason of (i) User’s breach of anyTerms or any other obligation hereunder or any agreement between User and a Turn AutomotiveParty; (ii) User’s negligence or willful misconduct; (iii) Transportation claims or lossesinvolving the User; (iv) any personal injury or property damage that User or any person for whom User is responsible causes to a Turn AutomotiveParty; (v) User’s use of the Turn Automotiveplatform, Services or any other products or services provided by Turn Automotive; (vi) any third party claims related to User’s use of the Turn Automotive platform, Services or any other products or services provided by Turn Automotive; or(vii)any actions, omissions or failures to act related to a Turn AutomotiveParty’s reliance on User’s Power of Attorney as set out herein.

You also agree to indemnify Turn Automotivefor reasonable legal and accounting fees, costs, and expenses incurred in enforcing the rights of Turn Automotiveagainst you under these Terms.

26. Class Action Waiver:

You and Turn Automotive agree that all claims pursued against each other will be on an individual basis. To that end, you and Turn Automotive hereby waive their right to commence, to become a party to, or to remain a participant in, any group, representative, class, collective, or hybrid class/collective action in any court, arbitration proceeding, or any other forum, against the other.

27. Conflicts:

If there is a direct conflict between a provision of this document and a provision of one of the policies or other documents incorporated by reference in this document, where it is reasonable to do so the conflicting provisions will be interpreted in a manner that gives as much effect as possible to all provisions; otherwise, the provisions of this document will prevail.

28. Modifications to Terms:

Turn Automotive, at its sole discretion, may amend these Terms at any time. The current version of the Terms is posted on the Turn Automotive website. The amended Terms will be effective as of the effective date indicated. Continued access and use of the Turn Automotive platform or Services by you and/or your Authorized Users will constitute your full acceptance of the amended Terms.

29. Miscellaneous:

No waiver of the provisions hereof shall be effective unless in writing and signed by an authorized representative of Turn Automotive. If any provision in these Terms is held invalid or unenforceable, under any statute or court decision, or any governmental rule or regulation, the remainder of these Terms shall remain effective. These Terms shall bind the respective heirs, executors, administrators, successors and assigns of User and inure to the benefit of Turn Automotiveand its successors and assigns. User may not assign any of its rights under these Terms without Turn Automotive’ prior written consent, and any such attempt will be void. Turn Automotivemay assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. These Terms, and other documents incorporated by reference herein, represent the entire agreement between you and Turn Automotivewith respect to the subject matter of these Terms, and supersede and replace any other prior agreements.Any contact related to this Agreement shall be directed to Turn Automotive via email at support@turnautomotive.com or by mail at 2 Kiel Avenue PMB 241, Kinnelon, New Jersey 07405, unless stated otherwise.