SYCE Seller 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 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”), agrees to be bound by these Seller 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 Seller 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 Seller (each, a “Party” and collectively, the “Parties”) that apply to and govern Seller’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 Seller in advance of any changes to these Terms and Conditions (or any other Platform Rules), but may do so in its sole discretion. Seller’s continued use of SYCE’s Platform after any updated Platform Rules are published to the Platform constitutes Seller’s acceptance of the updated Platform Rules.
1.2. Conduct and Right to Refuse Service.
Seller shall interact with SYCE, its personnel, and each motor vehicle dealer that uses the Platform to review listings, submit offers, inspect Vehicles, and/or transfer or purchase Vehicles (each, a “Buyer”), in an honest, fair, ethical, and civil manner. SYCE reserves the right to suspend, revoke, or deny service to Seller at any time, for any reason, in its sole discretion, and these Terms and Conditions will survive any such action.
1.3. Seller to Supply Accurate Information.
Seller agrees that all information it provides to SYCE and each Buyer (including via the Platform) is accurate, true and complete. In the event Seller becomes aware of any information submitted to SYCE being inaccurate, untrue or incomplete, Seller will immediately notify SYCE and update any such information.
1.4. Account Responsibility.
Seller is responsible for all activity occurring under its account(s) and is bound by the acts of any person who uses Seller’s login credentials or credibly purports to act on Seller’s behalf, including without limitation, Seller’s appointed representatives. Seller agrees to safeguard its login credentials and notify SYCE in writing immediately upon discovering any unauthorized access. Notwithstanding any such notification, Seller remains solely responsible for all use and misuse of its login credentials on the Platform. If Seller 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.
Seller 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.
Seller 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.
Seller authorizes SYCE and Buyers 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, Seller also authorizes SYCE to communicate with Seller 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. Seller 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 Seller 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. Seller will be notified on such occasions. Seller agrees that any messages Seller 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, SELLER 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 SELLER’S RELIANCE ON THE INFORMATION OR SMS PROGRAM.
1.8. SYCE’s Limited Role as Marketplace Provider, Buyer Purchase Documents.
Seller acknowledges and agree 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 purchaser of any Vehicle sold via the Platform is the applicable 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’s payments to Seller are not guaranteed by SYCE, and Seller is responsible for confirming the payment timelines with the Buyer when arranging inspection, transfer, and closing of each transaction, as well as collection of payments from Buyer.
II. Seller's Listing and Sale Obligations
2.1. Seller Listing Accuracy.
Seller represents and warrants that all information Seller provides through the Platform regarding any Seller Vehicle (including in any listing) is true, accurate, and complete to the best of Seller’s knowledge, and Seller agrees to complete all documentation designated by SYCE on the Platform for each Vehicle listing pursuant to such standards. Buyers review listings and submit offers based on and in reliance on the information, photos, and descriptions provided by Seller through the Platform, and Seller agrees to be solely responsible for the accuracy of all Vehicle listing information (including with respect to any intentional or unintentional inaccuracies or omissions), including all legal or financial liabilities caused by inaccurate or incomplete information. Seller’s verbal communications to SYCE or Buyer employees shall not constitute disclosure of any Vehicle issues and Seller shall ensure that all material information with respect to any Vehicle listed on the Platform is documented in writing through the Platform.
2.2. Mandatory Vehicle Disclosures.
Seller shall disclose all material facts known to Seller regarding each listed Vehicle, including without limitation, year, make, model, trim, current mileage, mechanical and physical condition, known accidents, damage, non-functioning components, frame or unibody damage, flood or fire history, rebuilt, salvage, lemon law, odometer rollback, or other title brands, check-engine lights, transmission or engine issues, added equipment and aftermarket modifications (including exhaust, suspension, tune, wheel replacements, etc.). Clear photos shall constitute Seller’s disclosure only of any damage that is clearly and immediately noticeable in such photos and Seller agrees to describe all other damage in the written listing materials. Damage that is not clearly visible in the Seller’s uploaded photos and not described in written listing materials will be deemed undisclosed.
2.3. Ownership, Government Charges.
Seller represents and warrants that Seller is the legal owner and has full legal authority to sell and transfer title to each Vehicle Seller lists through the Platform. Seller remains solely responsible for all government fees, fines, penalties, past-due registration fees, parking tickets, toll violations, towing or impound fees, and similar charges incurred before the date of sale.
2.4. Listing, Offers, and Sale Process.
Seller’s listing of any Vehicle on the Platform is completely voluntary and may result in multiple Buyer purchase offers through the Platform, which will be anonymized initially. Seller is not obligated to accept any Buyer purchase offer but may accept or decline offers in Seller’s sole discretion via the Platform. If Seller accepts any Buyer’s offer, Seller and the applicable Buyer will be given the contact information of the other party, and Seller consents to be contacted by such Buyer and will permit Buyer to inspect the Vehicle in accordance with these Terms and Conditions and subject to the Buyer’s inspection and cancellation rights via the Platform, and Seller agrees to complete the transaction in accordance with the Platform Rules and the agreed sale terms. 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 Seller’s reasonable compensation to Buyer. In connection therewith, Seller agrees to work in good faith with SYCE and Buyer to complete the sale or reach a settlement.
2.5. Vehicle Inspection, Possession, Documentation.
After Seller accepts an offer or Seller otherwise agrees to binding sale terms with Buyer, Seller shall make the Vehicle reasonably available for such Buyer’s or its representative’s inspection (at Buyer’s expense) and consummation of the sales transaction. If Seller owns the Vehicle free and clear of all liens and loans at the time of listing, Seller shall possess and transfer the physical certificate of title at the time of sale unless otherwise agreed by the Buyer. If the Vehicle is subject to any lien or loan, Seller shall promptly provide the Buyer with all payoff information, account information, a valid payoff quote, and any written authorization necessary for the Buyer to communicate with the lienholder, obtain title, and facilitate payoff prior to the time of sale, unless otherwise agreed by the Buyer. At the time of sale, all registered owners listed on the Vehicle title must be physically present, with valid government identification, to sign required documents unless otherwise agreed by the Buyer. 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 Seller 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).
2.6. Exclusivity.
Seller agrees not to sell, negotiate, or agree to sell any Vehicle listed on the Platform, including via any other online or physical marketplace, auction platform, social media website or any other public or private listing or offering or other sales channel after Seller has accepted any Buyer’s offer via the Platform, unless and until such Platform Buyer has inspected the Vehicle and cancelled or withdrawn any such offer or Vehicle purchase transaction due to the Seller discovering 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, unless SYCE has otherwise consented in writing.
2.7. Seller's Use of the Platform, No Listing Fees.
SYCE does not charge Seller a listing fee or transaction fee for listing a Vehicle or completing a sale through the Platform. If Seller accepts a Buyer’s offer but refuses to sell, refuses or fails to deliver or make the Vehicle available for inspection or delivery as required hereunder, ceases communication with the Buyer or SYCE, or if the transaction is canceled because of Seller’s misrepresentation or material undisclosed Vehicle condition or title issue, Seller remains liable to SYCE and/or Buyer for all damages incurred by SYCE or Buyer as a result of such breach or default.
III. Privacy and Data Usage
3.1. Information Sharing and Privacy.
Subject to applicable law, Seller authorizes SYCE to obtain, use, share, and disclose information about Seller provided via the Platform (including contact information) from and with Buyer, affiliates, and third parties, for all lawful business purposes including completing Vehicle purchase transactions via the Platform. Seller represents that any personal data provided to SYCE is free from restrictions on use and complies with applicable privacy and consumer protection laws. Seller 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. Seller 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. Seller 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 Seller solely for the purpose of participating in transactions through the Platform. Seller agrees not to engage in any recording, reproduction, redistribution, or commercial exploitation of Sales Data. Any suggestions, proposals, or ideas Seller 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 Seller (including paying or crediting Seller for such ideas). Notwithstanding the foregoing, Seller is not prohibited from retaining, copying, or reusing any photos or videos that Seller owns and had the right to use and upload at the time that Seller uploaded them via the Platform.
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 Seller 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. Seller agrees that any and all process directed to Seller in any such litigation may be served upon Seller 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 Buyer 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, Seller 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, Seller 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 Seller; (b) any breach of Seller’s obligations under the Platform Rules or any related sale, purchase, listing, or purchase agreement; (c) Seller’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 Seller is responsible.
5.5. Limitation of Liability.
In no event will any Party, or any Buyer be liable to any other Party or Buyer 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. Free 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 nonprevailing party.
VI. General Provisions
6.1. Digital Platform Access.
Seller acknowledges that SYCE cannot guarantee continuous, secure, or error-free operation of its Platform and is not responsible for Seller’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.
Seller agrees not to use the Platform to send unsolicited commercial messages or to exploit SYCE’s or any Buyer’s or other Platform seller’s information for any purpose other than exploring or completing a potential Vehicle transaction.
6.3. Understanding, Severability, Headings.
By using the Platform, Seller acknowledges and agrees that Seller 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.
Seller 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 Seller and SYCE and their respective heirs, executors, administrators, successors, and permitted assigns.
By clicking “I Accept,” you confirm that you have reviewed and agree to the Terms and Conditions. By proceeding, you acknowledge that this is a legally binding agreement.