Buyer’s Agreement

Last Updated: May 1, 2021

Guys With Rides Bidding Agreement – Buyers

Guys With Rides Exchange, LLC (the “Company,” “us,” “we,” or “our”) provides the Guys With Rides Listing Services (the “Service”) to facilitate the listing and sale of motor vehicles through the Service (an “Auction Listing,” or a “Cars Still Available,” as applicable). Prior to your utilization of the Service as a Buyer (the “Buyer,” “you,” or “your,”), please review the following terms (collectively, this “Buyer Agreement”). The GuysWithRides.com Terms of Use (found at https://www.guyswithrides.com/terms-of-use/) (the “Terms of Use”) are incorporated herein by reference and shall also apply to your use of any auction services provided by us (including, without limitation, the “Reserved Parking Exclusives” services). Capitalized terms used, but not defined in this Buyer Agreement shall have the meaning found in the Terms of Use, and in the event of a conflict between this Buyer Agreement and the Terms of Use, this Buyer Agreement shall control, except for the “Listing Process” section, for which any contrary terms of the Terms of Use shall control.

Scope

This Buyer Agreement applies to the Make An Offer Reserved Parking Exclusives Listing for which you are submitting a silent offer to purchase (collectively, a “Bid”) a motor vehicle listed on or through the Service (the “Auction Vehicle”). Any User (including, without limitation, you) that submits a bid and/or other offers to purchase a Reserved Parking Exclusive Vehicle is referred to herein as a “Bidder.”

Term

The term of this Agreement (the “Term”) shall commence on the date that you submit an offer, and it shall terminate on the latter of (i) the date that all of your obligations to us and to any Seller hereunder are satisfied or discharged, or, (ii) the termination of the Make An Offer Period (defined below) the Reserved Parking Exclusive Vehicle for which you submitted an offer.

The first fourteen (14) days after an Auction Listing is made viewable to the public on GuysWithRides.com shall consist of the “Make an Offer Period.”  If the listing does not sell before the end of the Make an Offer Period, the listing will move to the Service’s “Rides Still Available” portal or module (the “Rides Still Available Listing Period”).

Listings Process

The process for utilizing the Service to facilitate the purchase of a vehicle is defined in the Terms of Use. Please thoroughly review the Terms of Use, including, without limitation, the sections thereof entitled “The Listing Process” and “Cars Still Available,” to ensure a complete understanding of the process and your obligations hereunder and thereunder. For informational purposes, the following are important terms we wish to restate here; however, nothing in this paragraph shall be construed to contradict, modify, or otherwise overwrite the Terms of Use:

THE RESERVED PARKING EXCLUSIVES MAKE AN OFFER (days 1-14)

  • The Reserve is the minimum bid required from a Bidder to initiate a sale of the Reserved Parking Exclusives Vehicle from Seller to a Bidder during the Make an Offer Period.
  • Without limiting the Buyer Representations and Warranties stated below, you hereby represent and warrant that all information you or any agent on your behalf provide in connection with an Auction Vehicle and an Offer is true, correct, and complete to the best of your knowledge, and we take no liability for such information.
  • The winner of a particular Auction Listing shall be the Bidder that places the highest offer that meets or exceeds the Reserve for such Auction Listing during the Make an Offer Period (the “Winning Buyer”). In the event multiple Bidders submit the same high offer, the earlier Bidder (based on the date-time stamp of offer submission) will be deemed the Winning Buyer.
  • During the Make An Offer Period, we will not provide you with any information regarding other Bidders’ actual offers, and we will only communicate the value of the Winning Bid (defined below) on or immediately after the conclusion of the Auction Bidding Period.
  • A “Winning Bid” shall equal the highest offer that meets or exceeds the Reserve as of the conclusion of the Reserved parking Exclusives Period.
  • If your offer is the Winning Offer, you shall be the Winning Buyer, and you hereby agree to pay the Winning Offer amount to the Seller for the purchase of the Reserved Parking Exclusives Vehicle.

RIDES STILL AVAILABLE (days 14- )

  • If at the conclusion of a Make an Offer Period, no Winning Offer has been placed, the Auction Vehicle may be moved to the Service’s “Rides Still Available” portal or module.
  • A Rides Still Available listing gives prospective buyers the opportunity to purchase a Reserved Parking Exclusives Vehicle at a set “buy it now” price (if the applicable Seller opts into the “buy it now” option) or make an offer for such Auction Vehicle directly to such Seller. An Auction Vehicle’s “buy it now” price shall be determined in our sole discretion; provided, however, that the “buy it now” price shall be equal to or greater than the Reserve for such Auction Vehicle.
  • If you select the “buy it now” option (when applicable), you agree to pay the stated “buy it now” price in exchange for the Auction Vehicle, and Seller shall be obligated to accept such “buy it now” price for such Reserved Parking Exclusives Vehicle.
  • You may make an alternate offer to the Seller by communicating with such Seller directly regarding such alternate offer. You agree that all such communication and negotiations regarding a Cars Still Available Listing shall occur through a communication module or message board on the Service. You shall not exchange direct contact information with a Seller or otherwise attempt to contact a Seller other than through the Service during the Make An Offer Period or Rides Still Available Listing Period.
  • If The Company is able to facilitate for you and a Seller to reach an agreement regarding the purchase and sale of an Auction Vehicle on a Rides Still Available Listing, you agree that in addition to the agreed-to vehicle price, you will pay the Company the applicable Buyer’s Premium outlined in the current Payment & Pricing Terms Policy.
  • A Cars Still Available Listing shall remain active on the Service for as long as the Seller agrees to keep it posted.

POST-LISTING PROCEDURES

  • In no event shall a Buyer and Seller conspire to use the Service to facilitate the purchase of an Auction Vehicle after the Cars Still Available for such Auction Vehicle at the exclusion of the Company and/or for the purpose of avoiding the payment of any compensation which would otherwise be due to the Company.
  • On or promptly following the conclusion of a Make an Offer Period in which a Winning Offer is placed (or upon the selection of the “buy it now” option on a Cars Still Available Listing, if applicable), we shall provide the Winning Buyer’s (or “buy it now” Buyer’s) contact information to the applicable Seller, and we shall provide such Seller’s contact information to the Winning Buyer (or “buy it now” Buyer). If you are the Winning Buyer (or the “buy it now” Buyer), you agree to act in good faith to arrange for the exchange of funds and the Auction Vehicle as soon as possible following the conclusion of the Make an Offer Period or the selection of “buy it now,” which exchange of funds shall be solely the responsibility of Buyer and Seller.
  • You, as the Buyer, shall be responsible for paying all applicable sales, registration, transfer, and any other taxes and fees necessary to effectuate the transfer of title to the Auction Vehicle, and the applicable Seller may request proof of same prior to the transfer of the title to an Auction or  Rides Still Availabe vehicle itself. WE MAKE NO REPRESENTATION OR WARRANTY WHATSOEVER WITH REGARDS TO ANY INFORMATION POSTED ON THE SERVICE, WHETHER BY THE COMPANY OR IN THE FORM OF USER CONTENT BY A THIRD-PARTY, REGARDING TAXES AND FEES RELATED TO THE PURCHASE OR SALE OF A VEHICLE.
  • You agree to make payment to the Seller by one of the following methods: cash, cashier’s, bank, or certified check, electronic funds transfer, or wire transfer of immediately available funds. Sellers may, but shall not be required to, accept other forms of payment.
  • You agree to take appropriate action to facilitate the transfer of title to the Auction Vehicle from the Seller to you as soon as possible following payment of the applicable amount for the Auction Vehicle.
  • You, as the Buyer, shall be solely responsible for coordinating shipping or other transportation (including insurance) or facilitating pick-up of the Auction Vehicle.

Compensation

In connection with your Offer, You will be charged a fee determined in accordance with our Pricing and Payment Terms, which can be reviewed by navigating to the following web address: https://www.Guyswithrides.com/pricing-and-payment-terms/ (the “Pricing and Payment Terms”), which Pricing and Payment Terms are incorporated herein by reference. The Company may place a hold on your credit card up to the maximum fee you may be required to pay pursuant to the Pricing and Payment Terms. You will be charged the applicable fee immediately upon the conclusion of the Make An Offer Period in which you are the Winning Buyer, upon your selection of the “buy it now” option (if applicable), or upon you and the applicable Seller agreeing to an alternate payment amount during a Cars Still available Period. Such fee shall be paid using the payment processing information provided by you at the time you became a Registered User or otherwise on file with the Company. You hereby authorize us (or a payment processing service designated by us) to process such payment in a timely manner. You shall be responsible for paying to the Company the fees stated in the Pricing and Payment Terms even if you fail to remit further payment to the applicable Seller in accordance with this Buyer Agreement or the Terms of Use and do not receive the Auction Vehicle.

You shall not place a Bid on an Auction Vehicle at the direction of or in coordination with a Seller of such Auction Vehicle. You shall not take any other action to artificially increase the price of an Auction Vehicle without the actual intent to purchase said Auction Vehicle in good faith.

No Circumvention

You agree not to circumvent the Service in order to buy an Auction Vehicle from a Seller who you contacted, or who contacted you, through the Service. In the event such a sale takes place within ninety (90) days of the conclusion of a Make An Offer Period (or Rides Still Available Listing, if applicable), you agree to pay the applicable fees to us, in accordance with the Pricing and Payment Terms, as if the sale were facilitated through the Service, such fees being calculated based on the Reserve or the actual sale price, whichever is greater.

Close of Sale

If you are the Winning Buyer or “buy it now” Buyer, you agree to pay the Winning Offer or “buy it now” price (if applicable), regardless of the actual final value of such Winning Offer or “but it now” price or your belief regarding the actual value of the applicable Auction Vehicle.

All transactions facilitated through the Service are strictly between Buyer and Seller. We are not a payment processor in connection with payment for an Auction Vehicle, and we do not facilitate financial transactions directly between any parties regarding an Auction Vehicle, nor do we facilitate the transportation of the Vehicle from Seller to Buyer. The Service facilitates the listing and marketing of Auction Vehicles to wide audiences, and we connect Sellers and Buyers to negotiate and/or consummate the purchase thereof through an auction system. It is the responsibility of the Buyer and Seller to finalize the exchange of money for an Auction Vehicle, the transfer of title to an Auction Vehicle, and compliance with all accompanying governmental rules and regulations.

While we will exercise reasonable efforts to prevent fraudulent use of the Service, we cannot be held liable for: (1) failure of an Auction Vehicle to sell, (2) Failure of a Buyer to pay the Winning Bid or “buy it now” price, (3) failure of a Seller to convey title or possession to you, or (4) discovering that the Seller is either a Dealer (as defined below) or a representative of a Dealer.

If you pay for an Auction Vehicle and the Seller fails to properly convey such Auction Vehicle’s title to you, free and clear of all liens, we encourage you to contact law enforcement authorities. We agree to provide our reasonable assistance to you in connection with such an investigation.

Buyer Representations and Warranties

By submitting an offer for an Auction Vehicle, you represent and warrant that you (i) are of legal age to enter into a contract in the jurisdiction where you reside, (ii) that you intend to enter into a purchase transaction with the applicable Seller if you are the Winning Buyer of such Auction Vehicle (iii) that you have the legal right and/or authority to purchase and hold title to the Auction Vehicle, without any consent or notification to or from any third party (other than the motor vehicle commissions or similar governmental agency in the jurisdiction where you reside and in which the Auction Vehicle is registered), and (iv) that you have the means to transport, or to arrange for the transportation of, the Auction Vehicle.

You understand and agree that we are not responsible for any description of the Reserved Parking Exclusives Vehicle, and that we make no representations or express any opinions concerning any Reserved Parking Exclusives Vehicle. We do not examine Auction Vehicles or components or research title documentation or Auction Vehicle provenance, nor do we undertake any duty to any of the foregoing for the benefit of Buyers, Sellers, or any other party. Verification of submitted Auction Listings, as noted in “Listings Process” above, is solely to verify the desire of Sellers to submit their vehicles, and the content, but not the substance or veracity, of such submissions, as provided by the Seller. You represent and warrant that all information you provide to us, whether through the Service, by e-mail, or otherwise, is true, correct, and not materially misleading.

The Company prides itself on being a dealer-free community for collector car enthusiasts. As such, you further represent and warrant that you are not licensed, registered, or otherwise acting in the capacity of an automobile broker or dealer in any jurisdiction of the United States or any of its territories or possessions (a “Dealer”), nor are you a principal, employee, independent contractor, consultant, or other agent of a Dealer.

Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, managers, members, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any and all claims, liabilities, damages, obligations, judgments, awards, losses, costs, expenses, or fees (including, without limitation, attorneys’ fees, costs of investigation, and costs of enforcement) arising out of or relating to: (i) your violation or breach of any term of this Buyer Agreement, (ii) the inaccuracy or any representation or warranty made by you or on your behalf contained in this Buyer Agreement, (iii) any third-party claim for any negligence, breach of contract, or otherwise arising out of any action or inaction by you in connection with the sale of an Auction Vehicle for which you are the Winning Buyer, “buy it now” Buyer, or came to an alternate agreement with a Seller, regardless of whether such alleged negligence, breach of contract, or other claim is based upon statute, written or oral communication, or is express or implied, and (iv) your violation of any applicable law, regulation, or rights of a third-party.

Our total liability to you with respect to all losses arising under or in connection with this Buyer Agreement or the Terms of Use, whether in contract or in tort or breach of any statutorily created obligation or duty, or otherwise, shall be limited to, and shall not exceed the total amount you paid to us in the twelve (12) month period immediately preceding the event giving rise to any such liability.

Remedies

In the event that you breach any provision of this Buyer Agreement, and/or if you fail for any reason to consummate the sale of the Auction Vehicle for which you are a Winning Buyer, “Cars Still Available Buyer, or otherwise negotiate an alternate deal with a Seller during an Auction Listing Period, in addition to and not in lieu of all remedies available in equity or at law, we and the applicable Seller shall have the right to:

  • Hold you liable for actual damages, including the fees pursuant to the Pricing and Payment Terms and any other amount payable by you; and/or
  • Charge and/or retain the maximum amount of fees that may have applied to your purchase of such Auction vehicles.

In the event of a dispute between you and the applicable Seller, we reserve the right to interplead any claims that may be applicable in connection with any funds or documents held pursuant to this Buyer Agreement.

In the event that either you or a Seller default on a transaction contemplated hereunder, we shall remain entitled to any fees applicable pursuant to the Pricing and Payment Terms.

This Listing Agreement shall be governed by the laws of the State of New Jersey. Any dispute or claim relating in any way to this Listing Agreement shall be resolved pursuant to the section of the Terms of Use entitled, “Dispute Resolution: Arbitration.”

In the event of a default by a Seller, you release us from all legal liability and agree to look only to the Seller for any recourse arising from said default.