SYCE Buyer Terms and Conditions
SYCE, Inc., a California corporation and its subsidiaries and affiliated companies (collectively, “SYCE”) operate https://sellyourcareasy.com/ and associated websites, subdomains, mobile versions, applications, software, services and/or other electronic platforms (collectively, the “Platform”) for online listings, offers, and sales of motor vehicles (each, a “Vehicle”) pursuant to these terms and conditions. By registering an account, accessing the Platform, or participating in any Platform listing, offer, sale, inspection, transfer, or other transaction, each motor vehicle dealer that registers for, accesses, or uses the Platform to review listings, submit offers, inspect Vehicles, transfer or purchase Vehicles (each, a “Buyer”), agrees to be bound by these Buyer terms and conditions, as updated by SYCE from time to time (these “Terms and Conditions”), along with any written policies published by SYCE on the Platform (“Policies” and collectively with these Terms and Conditions, the “Platform Rules"). The Platform Rules form the complete agreement between Buyer and SYCE regarding Platform participation. Where there is a conflict among the Platform Rules, they will be applied in this order of priority (highest to lowest): (a) Policies; and (b) these Terms and Conditions.
I. General
1.1. Scope and Amendments.
These Terms and Conditions are a binding agreement between SYCE and Buyer (each, a “Party” and collectively, the “Parties”) that apply to and govern Buyer’s use of SYCE’s Platform and the listing, offer, inspection, sale, purchase, transfer, and delivery of Vehicles through such Platform. SYCE may in its sole discretion, revise, amend or replace these Terms and Conditions (and any other Platform Rules) at any time by publishing an updated version on the Platform, which will become effective upon such publication or any later effective date identified in the updated version. SYCE has no obligation to notify Buyer in advance of any changes to these Terms and Conditions (or any other Platform Rules), but may do so in its sole discretion. Buyer’s continued use of SYCE’s Platform after any updated Platform Rules are published to the Platform constitutes Buyer’s acceptance of the updated Platform Rules.
1.2. Conduct and Right to Refuse Service.
Buyer shall interact with SYCE, its personnel, and each Vehicle seller (whether in the capacity of an individual, legal entity, or representative of any such person or entity selling or offering to sell a Vehicle (each, a “Seller”), in an honest, fair, ethical, and civil manner. SYCE reserves the right to suspend, revoke, or deny service to Buyer at any time, for any reason, in its sole discretion, and these Terms and Conditions will survive any such action.
1.3. Buyer to Supply Accurate Information.
Buyer agrees that all information it provides to SYCE and any Seller (including via the Platform) is accurate, true and complete. In the event Buyer becomes aware of any information submitted to SYCE being inaccurate, untrue or incomplete, Buyer will immediately notify SYCE and update any such information.
1.4. Account Responsibility.
Buyer is responsible for all activity occurring under its account(s) and is bound by the acts of any person who uses Buyer’s login credentials or credibly purports to act on Buyer’s behalf, including without limitation, Buyer’s appointed representatives. Buyer agrees to safeguard its login credentials and notify SYCE in writing immediately upon discovering any unauthorized access. Notwithstanding any such notification, Buyer remains solely responsible for all use and misuse of its login credentials on the Platform. If a Buyer operates an account on behalf of any business entity, that entity is jointly and severally liable for all obligations arising under the Platform Rules.
1.5. Sanctions.
Buyer represents and warrants that it is not subject to sanctions from any governmental authority or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including the lists maintained by the United Nations Security Council, the United States federal government (e.g., the US Department of Treasury's Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce's Entity List), the European Union or its member states, or other applicable government authority.
1.6. Electronic Signatures.
Buyer agrees that electronic signatures, click-through buttons, and similar electronic approvals submitted via the Platform are binding and satisfy the requirements of the Electronic Signatures in Global and National Commerce Act and all analogous state and local laws. Counterpart signatures may be delivered via the Platform, electronic mail, portable document format (PDF), DocuSign, any electronic signature and delivery method, or any other transmission method complying with applicable laws. Any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
1.7. Communications.
Buyer authorizes SYCE and Sellers to communicate with it via the Platform and via email with respect to any listing, Vehicle, or offer on the Platform. Except to the extent prohibited by law, Buyer also authorizes SYCE to communicate with Buyer via email, phone (including text/SMS messaging and artificial, autodialed, or prerecorded messages), and any other current or future means of communication, for business, account, marketing, or collection purposes. Buyer may opt out of marketing messages in accordance with applicable law and per the instructions contained in such communications. SYCE has no control over or liability with respect to any communications between Buyer and Sellers made outside of the Platform, which shall be governed by any agreements between them.
SYCE has the right to modify any telephone number or short code used to operate an SMS program at any time. Buyer will be notified on such occasions. Buyer agrees that any messages Buyer sends to a telephone number or short code SYCE has changed, including any STOP or HELP requests, may not be received, and SYCE will not be liable for honoring requests made in such messages. TO THE EXTENT PERMITTED BY APPLICABLE LAW, BUYER AGREES THAT SYCE WILL NOT BE LIABLE FOR FAILED, DELAYED, OR MISDIRECTED DELIVERY OF ANY INFORMATION SENT THROUGH THE SMS PROGRAM, ANY ERRORS IN SUCH INFORMATION, AND/OR BUYER’S RELIANCE ON THE INFORMATION OR SMS PROGRAM.
1.8. SYCE’s Limited Role as Marketplace Provider, Buyer Purchase Documents.
Buyer acknowledges and agrees that SYCE’s Platform is a technology platform connecting Sellers with Buyers and, unless otherwise agreed in writing by SYCE, SYCE is not a party to any Vehicle purchase or sale transaction, is not a broker or representative of either Buyer or Seller, does not purchase Vehicles or negotiate their prices or sale terms, take title to Vehicles, or handle transfer of Vehicles or any sale proceeds. The Buyer of any Vehicle sold via the Platform is the applicable Platform buyer (which may be Buyer), the seller of any Vehicle is the applicable Seller, and the underlying Vehicle sales transaction is subject to the written purchase and sale agreements between Seller and Buyer (the “Buyer Purchase Documents”), which will govern the exact terms of any specific Vehicle’s sale, delivery to Buyer, and Buyer’s payments to Seller with respect to such Vehicle, including payment timing and method, which will be determined by Buyer. Buyer must arrange the inspection, transfer, and closing of each transaction, and payment therefor, with Seller.
II. Buyer’s Offer and Purchase Obligations
2.1. Buyer Offer, Inspection and Purchase Obligations.
Buyer represents that each offer it submits through the Platform is made in good faith and that Buyer has the financial ability and genuine intent to complete the purchase if the offer is accepted by Seller and Buyer approves of the Vehicle following inspection. Buyer may inspect the Vehicle, or have it inspected on Buyer’s behalf and at Buyer’s expense, before completing the purchase, and Buyer may withdraw as set forth in Section 2.3 below. If Seller accepts Buyer’s offer and Buyer approves the Vehicle following inspection, Buyer shall complete the purchase and provide full payment at the time of the transaction in accordance with the Buyer Purchase Documents. Buyer agrees to communicate clearly and professionally with Seller, coordinate inspection and details of the Buyer Purchase Documents promptly, and complete all required title and transfer documents and actions promptly following the sale. If Seller accepts any Buyer’s offer, Seller and the applicable Buyer will be given the contact information of the other party, and Buyer consents to be contacted by such Seller. SYCE shall have no liability to Seller or Buyer as a result of any Buyer’s withdrawal from an offer or transaction or any Seller’s breach of the Platform Rules or any agreement with Buyer, but may, in its sole discretion, decide to attempt to enforce the sale or negotiate a settlement between Seller and Buyer, which may include Buyer’s reasonable compensation to Seller. In connection therewith, Buyer agrees to work in good faith with SYCE and Seller to complete the sale or reach a settlement.
2.2. As-Is Purchases.
By submitting any offer, Buyer agrees that Buyer has reviewed and approves the Vehicle’s listing and all details provided therein, any notes, photos, videos, condition reports, or other information describing or showing the Vehicle’s condition, subject to Buyer’s inspection rights under the Platform Rules and any Buyer Purchase Documents. Notwithstanding Buyer’s performance or non-performance of any such inspection, upon completing the inspection without objection, notifying Seller that Buyer accepts the condition of the Vehicle without an inspection, or Buyer’s instruction to Seller to give Buyer possession of the Vehicle to complete the sale, Buyer is agreeing to buy the Vehicle in “AS-IS” condition, with all faults, unless otherwise agreed in writing between Seller and Buyer.
2.3. Buyer Cancellations.
Buyer may cancel or withdraw any offer or Vehicle purchase transaction if the Buyer discovers any undisclosed issue that affects the Vehicle’s safety or value, including without limitation, any undisclosed damage, components that do not operate as designed, undisclosed defects, frame damage, evidence of flood or fire exposure or damage, unsafe tire wear, missing or disabled safety equipment and any other issue that may be of reasonable concern to a Vehicle buyer and that was not disclosed by Seller via the Platform. Buyer may not cancel or withdraw any offer or Vehicle purchase transaction solely based upon issues that were disclosed by Seller via the Platform or clearly visible in the Seller’s listing photos.
2.4. Disclaimer of Warranties.
SYCE is not the owner of any Vehicles and disclaims all warranties with respect to any Vehicles listed, offered, sold, or purchased via the Platform, whether express or implied, including any implied warranties of merchantability or fitness for a particular purpose and any warranty arising by statute, operation of law, course of dealing or performance, or usage of trade. Buyer is responsible for providing any documentation other than the title that Seller must sign to sell the Vehicle to Buyer (including any bill of sale where required by law) and any Buyer Purchase Documents. Buyer is also responsible for handling applicable DMV filings, paying all taxes and fees necessary for title transfer, and submitting related documentation to governmental authorities. SYCE is not a party to Vehicle sale or transfer documentation and is not liable to Buyer for Seller or Buyer acts or omissions in connection with the foregoing, or any third-party errors or delays (including without limitation, DMV processing errors).
2.5. Buyer Eligibility.
Offers and purchases initiated or made through the Platform are restricted to eligible, licensed motor vehicle dealers. Buyer agrees not to grant any consumer purchasers access to the Platform (including through any straw purchases for a consumer). Buyer represents and warrants that (i) it is a motor vehicle dealer, broker, wholesale dealer, or other commercial entity that is authorized and properly licensed by all governmental authorities having jurisdiction over Buyer to buy or sell vehicles (including via the Platform); (ii) all purchases through the Platform are for resale or other commercial purposes; (iii) Buyer will comply with all applicable local, state and federal laws and regulations governing Buyer’s performance under the Platform Rules, any Vehicle purchase on the Platform and motor vehicle dealer licensure; (iv) all of Buyer’s representatives that use the Platform have been properly appointed and authorized to do so on Buyer’s behalf; and (v) Buyer is solvent at all times during which it uses the Platform.
2.6. Buyer Fee Obligations.
Buyer agrees to pay all monthly or other fees charged by SYCE for Buyer’s use of the Platform, as disclosed via the Platform in connection with Buyer’s onboarding onto the Platform, and as updated and disclosed to Buyer from time to time in SYCE’s sole discretion. If Buyer fails to timely pay any amount it owes to SYCE at any time, SYCE may, in addition to all other legal rights and remedies, immediately suspend or terminate Buyer’s account and/or access to the Platform without any liability to Buyer whatsoever.
III. Privacy and Data Usage
3.1. Information Sharing and Privacy.
Subject to applicable law, Buyer authorizes SYCE to obtain, use, share, and disclose information about Buyer provided via the Platform (including contact information) from and with Seller, affiliates, and third parties, for all lawful business purposes including completing Vehicle purchase transactions via the Platform. Buyer represents that any personal data provided to SYCE is free from restrictions on use and complies with applicable privacy and consumer protection laws. Buyer has received, reviewed, and accepts SYCE’s Privacy Policy, as may be amended from time to time, which is located at https://sellyourcareasy.com/privacy.
IV. Intellectual Property
4.1. Proprietary Rights.
SYCE’s Platform and all related platforms, services, software, data, and website materials contain proprietary information protected by intellectual property laws. Buyer agrees not to copy, distribute, modify, or create derivative works from any such materials or any part of the Platform without SYCE’s prior written consent. Buyer may not use any SYCE trademark or service mark without SYCE’s prior written consent. All offer amounts, Vehicle pricing, results, listing page data, and associated content, including text, pictures, video, and audio related to the Platform (collectively, "Sales Data") are owned by SYCE and its licensors and may be accessed by Buyer solely for the purpose of participating in transactions through the Platform. Buyer agrees not to engage in any recording, reproduction, redistribution, or commercial exploitation of Sales Data. Any suggestions, proposals, or ideas a Buyer sends to SYCE with respect to the Platform may be used by or incorporated into the Platform in SYCE’s sole discretion without any obligation to Buyer (including paying or crediting Buyer for such ideas).
V. Claims and Disputes
5.1. Governing Law.
Except to the extent that the laws of the United States may apply or otherwise control, the rights and obligations of the Parties hereunder and under the Platform Rules shall be governed by, and construed and interpreted in accordance with, the laws of the State of California, without regard to conflict-of-laws principles.
5.2. Exclusive Jurisdiction.
Subject to the Parties’ agreement to arbitrate all disputes in Section 5.3, below, for all litigation of disputes or controversies that may arise between the Parties out of or in connection with the Platform Rules, any Vehicle listed, offered, sold, or purchased through the Platform or any other transaction or claim arising out of or relating to the Platform, SYCE and Buyer consent to the exclusive jurisdiction of the state courts located in Santa Barbara County, California and the federal courts located in Santa Barbara County, California, to the fullest extent allowed by law. Buyer agrees that any and all process directed to Buyer in any such litigation may be served upon Buyer outside of the State of California with the same force and effect as if such service had been made within the State of California, to the fullest extent allowed by law. This consent to jurisdiction does not limit the Parties’ agreement to arbitrate disputes under Section 5.3 or any court’s authority to enter judgment on an arbitral award or grant provisional remedies in aid of arbitration.
5.3. Arbitration, Class Action Waiver.
In the event that any dispute or controversy arises between the Parties and/or any Seller out of or in connection with the Platform Rules, any Vehicle listed, offered, sold, or purchased through the Platform or any other transaction or claim arising out of or relating to the Platform (including the validity, scope, and enforceability of this arbitration clause), but excluding any disputes solely between Buyer and Seller regarding the sale of a Vehicle, which shall be governed by the Buyer Purchase Documents, Buyer and SYCE agree to submit the dispute to mandatory, final, and binding arbitration in accordance with the provisions of this Section. Arbitrations shall be held in the County of Santa Barbara, California, before a single arbitrator and administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. If any provision in this Section is determined to be inconsistent with JAMS’ then-current Minimum Standards of Procedural Fairness, the Parties agree that the unenforceable provision will be severed, and the remaining provisions will remain in full force and effect. Judgment on any award may be entered in any court having jurisdiction in accordance with the provisions of this Section. This clause shall not preclude Parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Subject to Section 5.6, the administrative expenses of arbitration shall be divided equally between the Parties unless the arbitrator determines otherwise. The arbitrator shall pass finally upon all questions, both of law and fact, and the arbitrator’s findings shall be conclusive. Information obtained by any party during the course of discovery shall be kept confidential, shall not be disclosed to any third party, shall not be used except in connection with the arbitration proceeding, and at the conclusion of the proceeding, shall be returned to the other Parties. All claims subject to this Section will be arbitrated on an individual basis only and the Parties expressly waive class arbitrations and class or representative proceedings.
5.4. Indemnification.
To the fullest extent permitted by law, Buyer agrees to indemnify, defend, and hold harmless SYCE and its subsidiaries and affiliated companies (including without limitation each legal entity that directly or indirectly controls, is controlled by, or is under common control with any other such entity) and its directors, officers, employees, representatives, agents, owners, successors, and assigns (each, a “SYCE Party") from all claims, losses, and liabilities, including attorneys' fees, arising from: (a) personal injury or property damage caused by Buyer; (b) any breach of Buyer’s obligations under the Platform Rules or any related sale, purchase, listing, or purchase agreement; (c) Buyer’s acts or omissions with respect to the transportation, delivery, inspection, purchase, sale, ownership, or use of any Vehicle listed, offered, sold, or purchased through the Platform; and (d) the accuracy, completeness, title status, condition, documentation, or transfer of any Vehicle information or Vehicle for which Buyer is responsible.
5.5. Limitation of Liability.
In no event will any Party, or any Seller be liable to any other Party or Seller for consequential, special, incidental, indirect, punitive, or exemplary damages, including lost profits or business losses, arising from any such party’s provision or use of the Platform, or performance or breach hereunder.
5.6. Fee Shifting.
Except as otherwise expressly provided in Section 5.3 with respect to the administrative expenses of arbitration, the prevailing party in any dispute related to the Platform Rules is entitled to recover all costs, including reasonable attorneys' fees, from the non-prevailing party.
VI. General Provisions
6.1. Digital Platform Access.
Buyer acknowledges that SYCE cannot guarantee continuous, secure, or error-free operation of its Platform and is not responsible for Buyer’s network, software, or hardware performance. SYCE, in its sole discretion, may decide any disputes between Buyer and Seller with respect to any malfunctions, timing issues, or offer submissions or acceptances of offers via the Platform, including with respect to which offers were submitted or accepted for any listing.
6.2. Platform Misuse.
Buyer agrees not to use the Platform to send unsolicited commercial messages or to exploit SYCE’s or any Seller’s or other Platform buyer’s information for any purpose other than exploring or completing a potential Vehicle transaction.
6.3. Understanding, Severability, Headings.
By using the Platform, Buyer acknowledges and agrees that Buyer understands these Terms and Conditions. If any provision in these Terms and Conditions is determined to be legally unenforceable, the Parties agree that the unenforceable provision will be severed, and the remaining provisions will remain in full force and effect. The headings used in these Terms and Conditions are used for convenience only and are not to be considered in construing or interpreting these Terms and Conditions.
6.4. Force Majeure.
SYCE’s obligations under the Platform Rules shall be suspended during the period, and to the extent, SYCE determines that it is prevented or hindered from complying with such obligations by any cause beyond SYCE’s reasonable control, including but not limited to strikes, supply chain disruptions, pandemics, political unrest, financial distress, war, civil disorder, terrorism, and natural disasters.
6.5. Non-Waiver.
No failure or delay by SYCE in exercising any right under the Platform Rules constitutes a waiver of that right, unless expressly waived in writing.
6.6. Assignment.
Buyer may not assign any right or obligation under the Platform Rules without SYCE’s prior written consent. The Platform Rules are binding upon and inure to the benefit of Buyer and SYCE and their respective heirs, executors, administrators, successors, and permitted assigns.
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