Seller’s Agreement

Last Updated:  December 01,  2020

Guys With Rides Listing Agreement – Sellers

Guys With Rides Exchange, LLC (the “Company,” “us,” “we,” or “our”) provides the www.guyswithrides.com website (the “Website”) and certain vehicle auction and listing services  (whether offered by the Company through the Website, any other online and/or mobile platform, or in any other manner, the “Service”) to facilitate the listing and sale of motor vehicles through the Service (each such listing, an “Auction Listing” or a “Cars Still Available Listing,” as applicable). Prior to your utilization of the Service as a Seller (the “Seller,” “you,” or “your”), please review the following terms (collectively, this “Listing 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 services provided by us (including, without limitation, the “Reserved Parking Exclusives” services). Capitalized terms used, but not defined in this Listing Agreement shall have the meaning found in the Terms of Use, and in the event of a conflict between this Listing Agreement and the Terms of Use, this Listing Agreement shall control, except for the “Listing Process” section, for which any contrary terms of the Terms of Use shall control.

Scope

This Listing Agreement applies to your use of the Service’s Reserved Parking Exclusives module (also known as the “Made an Offer” module) for which you are submitting a motor vehicle for auction and/or sale on or through the Service (such submitted vehicle, an “Auction Vehicle”). In the event that you submit another vehicle to the Service, you may be required to agree to a separate Listing Agreement.

This Listing Agreement also applies to your use of the Service’s “Cars Still Available” module.

Exclusive Right

For the term of this Listing Agreement, you grant us the exclusive right to market and promote the sale of your Auction Vehicle, and you shall not attempt to sell, trade, or otherwise dispose of the Auction Vehicle during the Auction Listing Period (defined below) other than through the Service and in accordance with this Listing Agreement.

Listings Process

The process for utilizing the Service to facilitate the sale 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.

Any User that submits a bid and/or another offer to purchase an Auction Vehicle is referred to herein as a “Bidder.” Any bid and/or other offer to purchase an Auction Vehicle is referred to herein as an “Offer.”

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:

  • Any Seller utilizing the Service may submit a prospective Auction Vehicle for listing and sale on or through the Service, and, if the Company accepts such prospective Auction Vehicle and posts or lists it on or through the Service for sale (an “Auction Listing”), the first fourteen (14) days after such Auction Listing is made viewable to the public on or through the Service shall be referred to as the “Auction Listing Period.” If the Auction Vehicle does not sell before the end of its Auction Listing Period, the Company may move such Auction Vehicle to the Service’s “Cars Still Available” portal or module (the “Cars Still Available Listing Period”).
  • If your Auction Vehicle is accepted for listing on the Service, you agree that a pre-purchase inspection will be conducted by Lemon Squad (a/k/a Juniper Inspections LLC), a third-party service that provides vehicle inspections and reports. Seller agrees to provide full cooperation to the Company and Lemon Squad and to make reasonable arrangements for Lemon Squad to inspect the Auction Vehicle before the start of the Auction Listing Period. Lemon Squad will generate and provide to the Company a pre-purchase inspection report regarding the condition of the Auction Vehicle (the “PPI Report”).

THE AUCTION LISTING PERIOD (days 1-14)

  • The “Reserve” is the minimum price you are willing to accept from an approved Bidder to initiate the sale of your Auction Vehicle during the Auction Listing Period. This price will be mutually agreed to by you and the Company prior to the start of the Auction Listing Period.
  • You must provide certain information (as determined by us) for an Auction Vehicle to be accepted, listed, and/or marketed in an Auction Listing on the Service, and we reserve the right, in our sole discretion, to reject any proposed Auction Vehicle for listing on the Service.
  • Without limiting the Seller 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 the applicable Auction Listing is true, correct, and complete to the best of your knowledge, and we take no responsibility or liability for such information.
  • A “Winning Offer” shall equal the highest Offer submitted during the Auction Listing Period that meets or exceeds the Reserve. In the event that more than one Bidder submits the same high Offer, the earlier submitted Offer (based on the date-time stamp of Offer submission) will be deemed the Winning Offer.
  • The winner of a particular Auction Listing shall be the Bidder that submits the Winning Offer (such Bidder, the “Winning Buyer”).
  • During the Auction Listing Period, we will not be required to provide you with any information regarding any specific Offers, and we will only communicate the value of the Winning Offer after the conclusion of the Auction Listing Period.
  • You agree to accept the Winning Offer amount for the purchase of the Auction Vehicle.
  • You agree to convey title to the Auction Vehicle to the Winning Buyer as soon as practicable following payment of the Winning Offer amount by Buyer.

CARS STILL AVAILABLE

  • If at the conclusion of an Auction Listing Period, no Winning Offer has been placed, the Auction Vehicle may be moved to the Service’s “Cars Still Available” portal or module. You or the Company, in either party’s sole discretion, may choose not to move the applicable Auction Vehicle to the Service’s Cars Still Available module. If you so choose not to list the Auction Vehicle in the Cars Still Available module, you must notify us in writing of such request.
  • A Cars Still Available listing gives prospective buyers the opportunity to purchase an Auction Vehicle at a set “buy it now” price or make a different offer directly to you for such Auction Vehicle. The “buy it now” price for an Auction Vehicle shall be determined in the sole discretion of the Company; provided, however, that such “buy it now” price shall not be less than the Reserve unless you consent to a lower “buy it now” price.
  • If a Buyer selects the “buy it now” option, you shall accept, and the Buyer shall be obligated to pay, the “buy it now” price in exchange for the applicable vehicle.
  • A Buyer may make an alternative offer by communicating with you directly regarding such alternate offer.
  • If you and a Buyer reach an agreement regarding the purchase and sale of a vehicle posted to a Cars Still Available Listing, you agree to notify us immediately that such agreement has been reached, including the terms of such agreement.
  • A Cars Still For Sale Listing shall remain active on the Service until (i) you notify us in writing that you would like to have the applicable vehicle removed from the Cars Still Available module or (ii) the Company decides, in its sole discretion, to remove such Cars Still Available Listing from the Service. The Company shall not be required to provide any notice to you or any other party that a Cars Still Available Listing will be removed from the Service.

POST-LISTING PROCEDURES

  • In no event shall a Buyer and Seller conspire to use the Service to facilitate the purchase of an 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 an Auction Listing Period in which a Winning Offer is placed, we shall provide the Winning Buyer’s contact information to you, and we shall provide your contact information to such Winning Buyer. You agree to act in good faith to arrange for the exchange of funds and the Auction Vehicle as soon as reasonably possible following the conclusion of the Auction Listing Period, which exchange of funds shall be solely the responsibility of the Winning Buyer and Seller.
  • You, as Seller, shall be solely responsible for ensuring that all applicable sales, registration, transfer, and other taxes and fees are collected and properly remitted to the appropriate authorities to effectuate the transfer of title to an Auction Vehicle (whether purchased through the Service’s Reserved Parking Exclusives module or after being moved to the Vehicles Still Available module). WE MAKE NO REPRESENTATION OR WARRANTY WHATSOEVER WITH REGARDS TO ANY INFORMATION POSTED ON THE WEBSITE OR THROUGH THE SERVICE BY A THIRD-PARTY IN THE FORM OF USER CONTENT REGARDING TAXES AND FEES OR IN ANY OTHER WAY RELATED TO THE PURCHASE OR SALE OF A VEHICLE.
  • You agree to accept payment from the Winning Buyer or Cars Still For Sale Buyer in the form of cash, cashier’s, bank, or certified check, electronic funds transfer, or wire transfer of immediately available funds. You may, but shall not be required to, accept other forms of payment.
  • The Buyer shall be solely responsible for coordinating shipping or other transportation (including insurance) or facilitating pick-up of any vehicle purchased on or through the Service, and you, as Seller, agree to provide reasonable assistance and accommodation to the Buyer, in a mutually agreeable fashion, to facilitate the transportation of the applicable vehicle.

Compensation

If your submission of a prospective Auction Vehicle is accepted for listing on the Service, 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 Auction Listing Period in which a Winning Offer is placed. Such fee shall be paid using the payment processing information provided by you at the time you submitted the Auction Vehicle for listing. You hereby authorize us (or a payment processing service designated by us) to process such payment in a timely manner.

If the Auction Vehicle sells during the Auction Listing Period, there shall be no charge to you for the PPI Report. If the Auction Vehicle does no sell during the Auction Listing Period, you agree to pay to the Company the cost of the PPI Report and authorize us (or a payment processing service designated by us) to process such payment in a timely manner. Promptly after we process your payment for the PPI Report, the Company shall provide a complete copy of the PPI Report to you, and there shall be no restrictions on your use of the PPI Report thereafter.

You shall not bid or submit an Offer on your own Auction Vehicle, nor shall you instruct any other individual or entity to place a bid or submit an Offer on your Auction Vehicle. In the event that you or any individual or entity acting on your behalf submit a Winning Offer on your own Auction Listing, you agree to pay both the Sellers’ and Buyers’ fees outlined in the Pricing and Payment Terms, as applicable to such Winning Offer.

No Circumvention

You agree not to circumvent the Service in order to sell an Auction Vehicle to a Buyer 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 an Auction Listing Period (other than through the Cars Still Available module), 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’s Reserved Parking Exclusives module, such fees being calculated based on the Reserve or the actual sale price, whichever is greater.

Close of Sale

You agree to accept a Winning Offer, regardless of the actual final value of such Winning Offer, and we cannot be held responsible if a Winning Offer does not meet any expectations you held other than such bid meeting or exceeding the Reserve.

All transactions facilitated through the Service are strictly between Buyer and Seller. We are not a payment processor in connection with payment for any vehicle listed on or through the Service, and we do not facilitate financial transactions directly between any parties regarding any vehicle listed on or through the Service, nor do we facilitate the transportation of any vehicle from Seller to Buyer. The Service facilitates the listing and marketing of vehicles to wide audiences, and we connect Sellers and Buyers to negotiate and/or consummate the purchase thereof through an auction system or other listing service. It is the responsibility of the Buyer and Seller to finalize the exchange of money for any vehicle posted or listed on or through the Service, the transfer of title to such 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 Offer price to you, (3) failure of a Seller to convey title or possession, or (4) discovering that the Buyer is either a Dealer (as defined below) or a representative of a Dealer.

However, as your sole compensation in the event that a Winning Buyer fails to pay the Winning Offer, we agree to share with you fifty percent (50%) of any fees collected from such Winning Buyer in connection with such Winning Offer, after any out of pocket costs we incur in the collection thereof or other enforcement of our policies and contracts (the “GuysWithRides Seller Protection”).

Seller Representations and Warranties

By submitting a prospective Auction Vehicle for listing on the Service, you represent and warrant that you (i) are the owner of such Auction Vehicle or that you have the authority to bind the owner of the Auction Vehicle, (ii) that you have good and marketable title to the Auction Vehicle, free and clear of all liens, encumbrances, and adverse claims of any kind, except as expressly disclosed at the time you submit such Auction Vehicle for potential listing on the Service, (iii) that you (or the title owner, as applicable) have the right to sell, transfer, or otherwise dispose of such Auction Vehicle without any consent or notification to any third party (other than the motor vehicle commission or similar governmental agency in the jurisdiction in which the Auction Vehicle is registered), and (iv) that you or the owner of the Auction Vehicle have actual possession of such Auction Vehicle. In the event that title is not free of liens, you represent and warrant that you have obtained the written consent of any lienholder and any other adverse claimant to release any interest in the Auction Vehicle upon the receipt of the disclosed lien balance and any other sums specifically disclosed at the time you submit such Auction Vehicle for listing on the Service. You must be prepared and able to submit evidence of such written consent immediately. The Reserve must be at least equal to the lien balance and any other amounts (including, without limitation, interest, penalties, and fees on the lien balance) needed to obtain the complete release of the Auction Vehicle, and you agree to pay such amounts to obtain the release of the Auction Vehicle as soon as reasonably possible after you receive payment for the Auction Vehicle by the Winning Buyer (or in connection with a Cars Still Available Listing, as applicable).

You represent that the title for the Auction Vehicle, including any powers-of-attorney, are original and that the signatures on those documents are genuine.

You represent that the information you supplied to us in connection with the identification and description of the Auction Vehicle is, to the best of your knowledge, true, complete, and not misleading. Any photographs and videos you submit to the Service are not altered or edited in any material way so as to hide any defects, blemishes, or to otherwise mislead a viewer regarding the actual appearance or condition of the Auction Vehicle.

You understand that you are fully responsible for any description of the Auction Vehicle, and that we make no representations or express any opinions concerning any Auction Vehicle. We do not examine Auction Vehicles or components or research title documentation or Auction Vehicle provenance, nor do we verify information provided by you, nor do we undertake any duty to any of the foregoing for the benefit of Buyers, Sellers, or any other party. We cannot and do not verify any of the information submitted to us by Sellers for inclusion in any Auction Listing or Cars Still Available Listing, including with respect to any PPI Report. You represent and warrant that all information you provide to us and to Lemon Squad, whether through the Service, by email, or otherwise, regarding your Auction Vehicle is true, correct, and not materially misleading. You represent and warrant that you have not withheld any information that, if disclosed, would be likely to materially alter a prospective Buyer’s opinion of the Auction Vehicle.

You acknowledge that you are responsible for past tax and title obligations on the Auction Vehicle, and that you are responsible to provide the Winning Buyer with any necessary documentation to this effect.

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 another 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 Listing Agreement or the Terms of Use, (ii) the inaccuracy or any representation or warranty made by you or on your behalf contained in this Listing Agreement or the Terms of Use, (iii) any third-party claim for any warranty, negligence, or breach of contract arising out of any action or inaction by you in connection with the sale of any vehicle listed for sale on or through the Service, regardless of whether such alleged warranty, negligence, or breach of contract 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 loses arising under or in connection with this Listing 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 greater of (i) the total amount you paid to us in the twelve (12) month period immediately preceding the event giving rise to any such liability, or (ii) the amount of any applicable GuysWithRides Seller Protection.

Remedies

In the event that you breach any provision of this Listing Agreement, and/or if you fail to consummate the sale of your Auction Vehicle for any reason after a Winning Offer is submitted, in addition to and not in lieu of all remedies available in equity or at law, we and the Winning Buyer shall have the right to:

  • Seek an order of specific performance directing you to deliver the Auction Vehicle to the Winning Buyer, along with all title documents properly executed and acknowledged;
  • Hold you liable for actual damages, including the fees pursuant to the Pricing and Payment Terms and any other amount payable by you, and enforce any lien rights hereunder; and/or
  • Withdraw the Auction Listing for your Auction Vehicle and charge you the maximum amount of fees that may have applied to the sale of such Auction Vehicle on or through the Service.

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

In the event that either you or a Winning Buyer 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 Winning Buyer, you release us from all legal liability and agree to look only to the Buyer for any recourse arising from said default other than with regards to the GuysWithRides Seller Protection.

Contact Information

To ask questions or comment about this Seller’s Agreement, either e-mail us [email protected] or write us at:

Guys With Rides Exchange, LLC

5 Colts Lane

Flemington, NJ 08822