SBX CARS TERMS OF SERVICE

Last Revised on 19 March, 2024

Welcome to the Terms of Service (these “Terms”) for the website, sbxcars.com (the “Website”) operated on behalf of SB Media USA Inc. (“Company”, “we” or “us”). The Website and any content, tools, features and functionality offered on or through our Website are collectively referred to as the “Services”.

These Terms, together with any related consignment agreements or seller’s terms and conditions you may enter into with Company (such consignment agreements or terms and conditions, collectively, the "Seller Agreement"), govern your access to and use of the Services, including your use of the Services to list vehicles for sale on the Services as a “Seller” and your use of the Services to submit bids for the purchase of a vehicle posted for auction through our Services as a “Buyer” (such vehicle sales offerings, “Vehicle Offerings”). Please read these Terms carefully, as they include important information about your legal rights. By accessing and/or using the Services, you are agreeing to these Terms. If you do not understand or agree to these Terms, please do not use the Services.

For purposes of these Terms, “you” and “your” means you as the user of the Services, including as a Seller or a Buyer. If you use the Services on behalf of a company or other entity then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity's behalf.

SECTION 10 CONTAINS AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER. BY AGREEING TO THESE TERMS, YOU AGREE (A) TO RESOLVE ALL DISPUTES (WITH LIMITED EXCEPTIONS) RELATED TO THE COMPANY’S SERVICES THROUGH BINDING INDIVIDUAL ARBITRATION, WHICH MEANS THAT YOU WAIVE ANY RIGHT TO HAVE THOSE DISPUTES DECIDED BY A JUDGE OR JURY, AND (B) TO WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE ACTIONS, AS SET FORTH BELOW. YOU HAVE THE RIGHT TO OPT-OUT OF THE ARBITRATION CLAUSE AND THE CLASS ACTION WAIVER AS EXPLAINED IN SECTION 10.

WHO MAY USE THE SERVICES
USER ACCOUNTS
AUCTION AND BIDDING PROCESS
ORDERS FOR VEHICLES AND OTHER PRODUCTS AND/OR SERVICES
LOCATION OF OUR PRIVACY POLICY
RIGHTS WE GRANT YOU
OWNERSHIP AND CONTENT
THIRD PARTY SERVICES AND MATERIALS
DISCLAIMERS, LIMITATIONS OF LIABILITY AND INDEMNIFICATION
ARBITRATION AND CLASS ACTION WAIVER
ADDITIONAL PROVISIONS

WHO MAY USE THE SERVICES
To use the Services as a Seller or Buyer you must be 18 years of age or older, and to use the Services in any other capacity you must be 13 years of age or older. Minors under the age of majority in their jurisdiction but that are at least 13 years of age are only permitted to use the Services if the minor’s parent or guardian accepts these Terms on the minor’s behalf prior to use of the Services. Children under the age of 13 are not permitted to use the Services. By using the Services, you represent and warrant that you meet these requirements.
USER ACCOUNTS
1. Creating and Safeguarding your Account. To use certain of the Services, you need to create an account (“Account”). You agree to provide us with accurate, complete and updated information for your Account. You can access, edit, terminate and update your Account as described on the Website. You are solely responsible for any activity on your Account and for maintaining the confidentiality and security of your password. We are not liable for any acts or omissions by you in connection with your Account. You must immediately notify us at info@sbxcars.com if you know or have any reason to suspect that your Account or password have been stolen, misappropriated or otherwise compromised, or in case of any actual or suspected unauthorized use of your Account. You hereby agree that if you terminate your Account you shall remain liable for any outstanding obligations with respect to use of your Account prior to termination, including for any sales or purchases as applicable. In the event you are a Buyer and you terminate your Account after winning a bid on a Vehicle Offering but prior to paying the Full Purchase Amount, or otherwise purchase any other Offering but have not yet paid the purchase price for such other Offering, Company may, without any notice to you, rescind any and all outstanding purchases made by you that you have not paid for in full, including any purchased Vehicle Offerings or other Offerings. You agree not to create any Account if we have previously removed your Account, or we previously banned you from any of our Services, in each case unless we provide written consent otherwise.
2. Interactions with Users. You are responsible for your interactions with other users. Company reserves the right, but is not obligated, to monitor interactions between you and other users, and Company shall not be liable for your interactions with other users, or for any user’s actions or inactions.
AUCTION AND BIDDING PROCESS
1. Company is Not a Party to Sales Between Buyers and Sellers. The Services are a platform for Buyers and Sellers to connect with each other to engage in their own sales transactions for vehicles or certain other products or services. Accordingly, Company is not and shall not be a party to any sale contract or other transaction between a Buyer and a Seller. You agree that Company is not responsible for any breach or default by Seller or Buyer. Each Seller and Buyer hereby acknowledges and agrees that Company’s assistance in negotiating a post-auction sale after the Auction Period will not in any way make Company a party to such sale or other transaction between Seller and Buyer.
2. Seller Obligations. Each Seller agrees to provide the information requested by Company in connection with an Offering, and to abide by the terms of the Seller Agreement that Seller enters into with Company with respect to any Offering. In the event of any conflict between any terms of the Seller Agreement and these Terms, the terms and conditions of the Seller Agreement shall supersede and control.
3. Buyer Due Diligence and Bidding Process.
  1. In order to bid for an Offering, a Buyer must satisfy all of Company’s Buyer registration requirements as set forth on the Website, and which Company may update from time to time. These requirements may include, but are not limited to (i) being at least 18 years of age, (ii) providing a government-issued form of identification (e.g. a copy of your driver’s license or passport), (iii) verifying your physical mailing address, telephone number and payment information, and (iv) verifying that you do not reside in, and are not related to the governments of, any country or jurisdiction under a U.S. embargo enforced by the Office of Foreign Assets Control (“OFAC”), or prohibited from a transaction via the Services pursuant to U.S. anti-money laundering, anti-terrorist, economic sanctions and asset control laws, or any other similar laws in any other applicable jurisdiction. If Buyer fails to satisfy Company’s registration requirements or provide any additional information or documentation requested by Company, Company may, in Company’s sole and absolute discretion, prevent Buyer from registering to bid for an Offering or cancel a Buyer’s winning bid.
  2. Each Buyer acknowledges and agrees that it is responsible for any and all due diligence of the Offering that Buyer is interested in prior to bidding, including conducting in-person inspections and verifying (as applicable) the condition, authenticity, value, title, quality and description of the Offering, and the veracity of Seller’s representations related thereto. Company recommends that Buyer conduct an in-person inspection of the subject of the Offering, but this must be arranged between Buyer and Seller. Company has no obligation to organize any such inspection. To schedule a viewing with Seller of any Offering, please make the appropriate arrangements direct by using the “Schedule a Viewing” button found on the Vehicle Offering’s listing page.
  3. Additionally, Company may, from time to time, recommend third party inspection or shipping services through the Services. Each Buyer hereby acknowledges and agrees that Company has no responsibility with respect to any services rendered by any third parties which may be recommended through the Services, including, without limitation, any third party inspection or shipping services recommended through the Services. Buyer acknowledges that Company may receive a share of sales or other compensation from any third party services offered through the Services.
  4. Company does not assume any obligation or responsibility for Buyer’s due diligence and has no obligation to undertake any inspection or take any action with respect to obtaining or verifying any information related to any Offering.
  5. Company may offer as part of the Services to provide a Buyer with Third Party Materials (as defined in Section 8.1) that contain a written condition report with respect to a Vehicle Offering. The provision of any such condition reports shall not be deemed to create representations or warranties of any kind, and in no event shall Company or any of its directors, employees, officers, agents or representatives have any liability or responsibility for any matters relating to or arising out of such condition reports and/or the condition of any Vehicle Offering, regardless of the content or omissions of, or any errors in, such condition reports, including the inclusion or omission of any discussion of repairs, damages, replacement parts or restoration.
  6. Company reserves the right, in its sole and absolute discretion, to reject any bid of a Buyer.
  7. Each bid submitted by a Buyer via the Services is binding on Buyer, and a Buyer may not retract a bid made via the Services without Seller’s agreement. The Offering shall be sold to the highest bidding Buyer exceeding any applicable reserve price at the end of the period when the Offering is made available for auction (the “Auction Period”), at which moment a binding contract of sale is made between Seller and such Buyer. Company is not a party to such contract of sale.
  8. Title to the Offering shall pass from Seller to Buyer when the Full Purchase Amount (as defined in Section 4.1) has been received by the Seller in cleared funds.
4. Buyer Credit Card Hold and Pre-Authorization. In order for a Buyer to register a bid for an Offering, Company may require a hold and pre-authorization to be placed on Buyer’s credit card from the date of the bid registration until the end of the Auction Period (a “Credit Card Hold”) in an amount of five percent (5%) of the bid, with the minimum amount being $2,500 USD. If a Buyer is not the winning bidder of the Offering, the Credit Card Hold will be removed from the credit card. If a Buyer is the winning bidder for the Vehicle Offering, Buyer will be required to pay the Full Purchase Amount in accordance with these Terms.
5. Buyer’s Service Fee. In each instance a Buyer purchases a Vehicle Offering through the Services, such Buyer hereby acknowledges and agrees that it shall pay Company a service fee of five percent (5%) of the sale price of such Vehicle Offering, such percentage to be specified on the applicable Vehicle Offering listing, in addition to any applicable sales or use tax and any fees or duty due on the Vehicle Offering.
6. Vehicle Registration; Taxes and Related Fees; Export License.
  1. Each Buyer acknowledges that governmental laws may require that a Vehicle Offering be registered with applicable governmental authorities, and that a certificate of title may be, and often is, required in order to obtain such registration. Each Buyer agrees that it is Buyer’s sole responsibility to conduct its own independent investigation as to the registrability of the Vehicle Offering and any required registrations applicable under law.
  2. If Company does not collect sales tax and documentation or licensing fees or other fees on registrable Vehicle Offerings or a Buyer fails to remit such taxes or fees for any reason, such Buyer agrees that it shall be solely responsible for the payment of any and all sales or use tax arising from the sale and delivery of any Vehicle Offering purchased through the Services, as well as any required registration and related taxes, fees and documentation.
  3. Each Buyer acknowledges and agrees that it is Buyer’s sole responsibility to obtain any required licenses, permits or certificates of title to import/export a Vehicle Offering from or to any applicable jurisdiction, including with respect to the payment of any and all costs or fees related thereto.
  4. Each Buyer expressly acknowledges and agrees that Company shall be under no obligation to carry any insurance policy against risk of any loss, theft or damage to the Vehicle Offering at any time.
ORDERS FOR VEHICLES AND OTHER PRODUCTS AND/OR SERVICES
1. Payment. In addition to Vehicle Offerings, the Services may permit you to purchase certain other physical products or services through the Services, including products or services of Company (“Company Offerings” and together with the Company Offerings and Vehicle Offerings, the “Offerings”). You acknowledge and agree that all information you provide with regards to a purchase of Offerings, including, without limitation, credit card, PayPal, or other payment information, is accurate, current and complete. You represent and warrant that you have the legal right to use the payment method you provide, including, without limitation, any credit card you provide when completing a transaction. We reserve the right, with or without prior notice and in our sole and complete discretion, to (a) discontinue, modify, or limit the available quantity of, any Offerings, and (b) refuse to allow any user to purchase any Offering or, in the case of Company Offerings, deliver such Offerings to a user or a user designated address. When you purchase Offerings, you (i) agree to pay the price for such Offerings, including any deposits, fees or other costs, and all shipping and handling charges and all applicable taxes in connection with your purchase (the “Full Purchase Amount”), and (ii) with respect to Company Offerings only, authorize us to charge your credit card or other payment method for the Full Purchase Amount. The Services may allow you to purchase Company Offerings and designate them to be delivered or provided at a future date. In such instance, with respect to such Company Offerings you acknowledge and agree that we may charge your credit card or other payment method for the Full Purchase Amount on the date of purchase, rather than on the ultimate date of delivery or provision of the applicable Company Offering.
2. Vehicle Offerings Payment and Delivery. With respect to Vehicle Offerings, unless otherwise agreed between Seller and Buyer, Buyer must pay the Full Purchase Amount to Seller within fourteen (14) business days of the close of the auction for such Vehicle Offering (the “Vehicle Offering Payment Deadline”) in accordance with the payment method details provided by Seller to Buyer at the close of such auction. Risk of loss in respect of a Vehicle Offering passes from Seller to Buyer at the time the Full Purchase Amount is paid to Seller in cleared funds, and neither Company nor any of its employees or agents shall be liable for loss or damages in respect of any Vehicle Offering at any time.
3. Fees. Unless otherwise noted, all currency references are in U.S. Dollars. All fees, deposits and charges are payable in accordance with payment terms in effect at the time the fee, deposit or charge becomes payable. Payment can be made by credit card, debit card, or through PayPal or other means that we may make available. Orders will not be processed until payment has been received in full, and any holds on your account by PayPal or any other payment processor are solely your responsibility.
4. Changes and Pricing; Returns and Rescission. We reserve the right to change prices for Company Offerings displayed on the Services at any time, and to change the reserve price for Vehicle Offerings displayed on the Services at any time at Seller’s request, and to correct pricing errors that may inadvertently occur (and to cancel any orders in our sole discretion that were purchased with pricing errors). All such changes shall be effective immediately upon posting of such new Offering prices to the Services and/or upon making Buyer aware of the pricing error (as applicable). If a Company Offering is not as described on the Services, your sole remedy is to return it (for physical products, in unused condition).
5. Company Offerings. Once we receive your order for a Company Offering , we will provide you with an order confirmation. Your receipt of an order confirmation, however, does not signify our acceptance of your order, nor does it constitute confirmation of our offer to sell. We reserve the right at any time after receiving your order for a Company Offering to accept or decline your order for any reason and in our sole discretion. If we cancel an order after you have already been billed, then we will refund the billed amount.
6. No Delivery to Children. In furtherance of our policy of not collecting personal information from persons under the age of 13, users are not allowed to give the Company the personal information of any persons under the age of 13 for delivery or shipping purposes or any other reason.
LOCATION OF OUR PRIVACY POLICY
1. Privacy Policy. Our Privacy Policy describes how we handle the information you provide to us when you use the Services. For an explanation of our privacy practices, please visit our Privacy Policy located at https://sbxcars.com/privacy-policy.
RIGHTS WE GRANT YOU
1. Right to Use Services. We hereby permit you to use the Services for your personal use only, provided that you comply with these Terms in connection with all such use. If any software, content or other materials owned or controlled by us are distributed to you as part of your use of the Services, we hereby grant you, a personal, non-assignable, non-sublicensable, non-transferrable, and non-exclusive right to access and display such software, content, materials and online services provided to you as part of the Services for the sole purpose of enabling you to use the Services as permitted by these Terms. Your access and use of the Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Service or other actions that Company, in its sole discretion, may elect to take.
2. Restrictions On Your Use of the Services. You may not do any of the following in connection with your use of the Services, unless applicable laws or regulations prohibit these restrictions or you have our written permission to do so:
  1. download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, the Services, except for temporary files that are automatically cached by your web browser for display purposes, or as otherwise expressly permitted in these Terms;
  2. duplicate, decompile, reverse engineer, disassemble or decode the Services (including any underlying idea or algorithm), or attempt to do any of the same;
  3. use, reproduce or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Services;
  4. use automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software designed to modify the Services;
  5. exploit the Services for any commercial purpose, including without limitation communicating or facilitating any commercial advertisement or solicitation;
  6. access or use the Services in any manner that could disable, overburden, damage, disrupt or impair the Services or interfere with any other party's access to or use of the Services or use any device, software or routine that causes the same;
  7. attempt to gain unauthorized access to, interfere with, damage or disrupt the Services, accounts registered to other users, or the computer systems or networks connected to the Services;
  8. circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Services;
  9. use any robot, spider, scraper, crawler or other automatic device, process, software or queries that intercepts, “mines,” scrapes, extracts or otherwise accesses the Services to monitor, extract, copy or collect information or data from or through the Services, or engage in any manual process to do the same;
  10. introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful into our systems;
  11. submit, transmit, display, perform, post or store any content that is inaccurate, unlawful, defamatory, obscene, lewd, lascivious, filthy, excessively violent, pornographic, invasive of privacy or publicity rights, harassing, threatening, abusive, inflammatory, harmful, hateful, cruel or insensitive, deceptive, or otherwise objectionable, use the Services for illegal, harassing, bullying, unethical or disruptive purposes, or otherwise use the Services in a manner that is obscene, lewd, lascivious, filthy, excessively violent, harassing, harmful, hateful, cruel or insensitive, deceptive, threatening, abusive, inflammatory, pornographic, inciting, organizing, promoting or facilitating violence or criminal or harmful activities, defamatory, obscene or otherwise objectionable;
  12. impersonate another individual or entity, conceal or attempt to conceal your identity, participate in fraudulent activities, or otherwise misrepresent your affiliation with an individual or entity;
  13. violate any applicable law or regulation in connection with your access to or use of the Services; or
  14. access or use the Services in any way not expressly permitted by these Terms.
OWNERSHIP AND CONTENT
1. Ownership of the Services. The Services, including their "look and feel" (e.g., text, graphics, images, logos), proprietary content, information and other materials, are protected under copyright, trademark and other intellectual property laws. You agree that Company and/or its licensors own all right, title and interest in and to the Services (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests. We and our licensors reserve all rights in connection with the Services and its content (other than Your Content), including, without limitation, the exclusive right to create derivative works.
2. Ownership of Trademarks. Company’s name, Company’s logo and all related names, logos, product and service names, designs and slogans are trademarks of Company or its affiliates or licensors. Other names, logos, product and service names, designs and slogans that appear on the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.
3. Ownership of Company-Created Vehicle Offering Content. You agree that Company owns all right title and interest in and to all photographs, videos, illustrations, written descriptions of or any other content related to the Vehicle Offerings created by Company or on Company’s behalf (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests. For the avoidance of doubt, such ownership rights include, without limitation, the right to use, publish, display and reproduce any and all of the foregoing for any purpose and in any media at Company’s discretion at any time in any manner whether before and/or after any Vehicle Offering sale, and you shall not have any right, title or interest to any of the foregoing. You acknowledge and agree that you will not use, reproduce or publish for any purpose any content created by Company or on Company’s behalf.
4. Ownership of Feedback.We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Services or in any such Feedback. All Feedback becomes the sole and exclusive property of Company, and Company may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to Company any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.
5. Your Content License Grant. In connection with your use of the Services, you may be able to post, upload, or submit content to be made available through the Services (“Your Content”). In order to operate the Service, we must obtain from you certain license rights in Your Content so that actions we take in operating the Service are not considered legal violations. Accordingly, by using the Service and uploading Your Content, you grant us a license to access, use, host, cache, store, reproduce, transmit, display, publish, distribute, and modify (for technical purposes, e.g., making sure content is viewable on smartphones as well as computers and other devices) Your Content, as well as your name, persona and likeness included in any of Your Content or any information associated with Your Content (such as, for example, your username, profile picture and social media handle(s)), but solely as required to be able to operate and provide and promote the Services. You agree that these rights and licenses are royalty free, transferable, sub-licensable, worldwide and irrevocable (for so long as Your Content is stored with us), and include a right for us to make Your Content available to, and pass these rights along to, others with whom we have contractual relationships related to the provision of the Services, solely for the purpose of providing such Services, and to otherwise permit access to or disclose Your Content to third parties if we determine such access is necessary to comply with our legal obligations. As part of the foregoing license grant you agree that the other users of the Services shall have the right to comment on and/or tag Your Content and/or to use, publish, display, modify or include a copy of Your Content as part of their own use of the Services; except that the foregoing shall not apply to any of Your Content that you post privately for non-public display on the Services. To the fullest extent permitted by applicable law, Company reserves the right, and has absolute discretion, to remove, screen, edit, or delete any of Your Content at any time, for any reason, and without notice. By posting or submitting Your Content through the Services, you represent and warrant that (a) you are at least 13 years of age, (b) you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for Your Content and (c) Your Content does not contain any false or misleading information, or offensive, threatening, hateful, libelous, defamatory or obscene content. You agree that Your Content will not contain material subject to copyright or other proprietary rights, unless you have the necessary permission or are otherwise legally entitled to post the material and to grant us the license described above. We may, at any time, request that you provide us with any documentation, evidence, substantiation or releases necessary in order to verify that you are complying with these Terms.
6. Notice of Infringement – DMCA (Copyright) Policy. If you believe that any text, graphics, photos, audio, videos or other materials or works uploaded, downloaded or appearing on the Services have been copied in a way that constitutes copyright infringement, you may submit a notification to our copyright agent in accordance with 17 USC 512(c) of the Digital Millennium Copyright Act (the “DMCA”), by providing the following information in writing:
  1. identification of the copyrighted work that is claimed to be infringed;
  2. identification of the allegedly infringing material that is requested to be removed, including a description of where it is located on the Service;
  3. information for our copyright agent to contact you, such as an address, telephone number and e-mail address;
  4. a statement that you have a good faith belief that the identified, allegedly infringing use is not authorized by the copyright owners, its agent or the law;
  5. a statement that the information above is accurate, and under penalty of perjury, that you are the copyright owner or the authorized person to act on behalf of the copyright owner; and
  6. the physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or of an exclusive right that is allegedly infringed.
    
    Notices of copyright infringement claims should be sent by mail to: SB Media USA Inc., Attn: Legal Department, 611 Wilshire Blvd, Suite 900 #1074, Los Angeles, CA 90017, United States; or by e-mail to info@sbxcars.com. It is our policy, in appropriate circumstances and at our discretion, to disable or terminate the accounts of users who repeatedly infringe copyrights or intellectual property rights of others.
    
    A user of the Services who has uploaded or posted materials identified as infringing as described above may supply a counter-notification pursuant to sections 512(g)(2) and (3) of the DMCA. When we receive a counter-notification, we may reinstate the posts or material in question, in our sole discretion. To file a counter-notification with us, you must provide a written communication (by fax or regular mail or by email) that sets forth all of the items required by sections 512(g)(2) and (3) of the DMCA. Please note that you will be liable for damages if you materially misrepresent that content or an activity is not infringing the copyrights of others.
THIRD PARTY SERVICES AND MATERIALS
1. Use of Third Party Materials in the Services. Certain Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party websites. By using the Services, you acknowledge and agree that Company is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or websites. We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party services, Third Party Materials or third-party websites, or for any other materials, products, or services of third parties. Third Party Materials and links to other websites are provided solely as a convenience to you.
DISCLAIMERS, LIMITATIONS OF LIABILITY AND INDEMNIFICATION
1. Disclaimers
  1. NO VEHICLE WARRANTIES. COMPANY MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO (I) THE VEHICLE OFFERINGS, (II) THE QUALITY OR MARKETABILITY OF ANY TITLE ASSOCIATED WITH ANY VEHICLE OFFERINGS, (III) WHETHER SUCH TITLE AND RELATED DOCUMENTATION SATISFY ANY GOVERNMENTAL REQUIREMENTS FOR VALID TITLE AND REGISTRATION, (IV) THE AVAILABILITY OF OFFERINGS AT ANY TIME BASED ON THE INCLUSION OF ANY OFFERINGS FOR PURCHASE THROUGH THE SERVICES AT A PARTICULAR TIME, (V) ANY OFFERING DESCRIPTIONS, INCLUDING VEHICLE DESCRIPTIONS, BEING ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE, (VI) ANY AFFILIATION WITH OR ENDORSEMENT BY US OF ANY VEHICLE OFFERING OR ITS SELLER OR ITS MANUFACTURER BASED ON THE AVAILABILITY OF VEHICLE OFFERINGS THROUGH THE SERVICES.
  2. Your access to and use of the Services are at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. All Vehicle Offerings are sold “AS IS” and “WHERE IS”. Without limiting the foregoing, to the maximum extent permitted under applicable law, Company, its parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners and licensors (the “the Company Entities”) DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Company Entities make no warranty or representation and disclaim all responsibility and liability for: (a) the completeness, accuracy, availability, timeliness, security or reliability of the Services; (b) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services; (c) the operation or compatibility with any other application or any particular system or device; (d) whether the Services will meet your requirements or be available on an uninterrupted, secure or error-free basis; (e) the deletion of, or the failure to store or transmit, Your Content and other communications maintained by the Services; (f) any user content, including Your Content, made available or visible to users through the Services; (g) any of your interactions with other users or other individuals or entities; (h) any Vehicle Offerings, including but not limited to (i) the condition, originality, authenticity, origin, provenance, previous use or ownership, manufacturing or restoration processes, year, serial number, make, model, options and tools, engine hours, and mileage of any Vehicle Offering or component of any Vehicle Offering; (ii) any failure or delay in executing a Buyer’s bids or any errors contained in bids placed through the Services; (iii) any error, omission or misstatement in the description of any Vehicle Offering on its listing page; and (iv) any breach or default to a contract of sale between Seller and Buyer. No advice or information, whether oral or written, obtained from the Company Entities or through the Services, will create any warranty or representation not expressly made herein.
  3. THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING THE STATE OF NEW JERSEY, DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES AS SET FORTH IN SECTION 9.2 BELOW. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
  4. COMPANY ENTITIES TAKE NO RESPONSIBILITY AND ASSUME NO LIABILITY FOR ANY CONTENT THAT YOU, ANOTHER USER, OR A THIRD PARTY CREATES, UPLOADS, POSTS, SENDS, RECEIVES, OR STORES ON OR THROUGH OUR SERVICES.
  5. YOU UNDERSTAND AND AGREE THAT YOU MAY BE EXPOSED TO CONTENT THAT MIGHT BE OFFENSIVE, ILLEGAL, MISLEADING, OR OTHERWISE INAPPROPRIATE, NONE OF WHICH THE COMPANY ENTITIES WILL BE RESPONSIBLE FOR.
2. Limitations of Liability. TO THE FULLEST EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL COMPANY ENTITIES BE LIABLE (A) FOR DAMAGES OF ANY KIND, INCLUDING INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF COMPANY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE DELIVERY, USE OR PERFORMANCE OF THE SERVICES. COMPANY ENTITIES’ TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100.00), OR THE AMOUNT YOU PAID COMPANY ENTITIES, IF ANY, IN THE PAST SIX (6) MONTHS FOR THE SERVICES (OR OFFERINGS PURCHASED ON THE SERVICES) GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
3. Indemnification.
  1. By entering into these Terms and accessing or using the Services, you agree that you shall defend, indemnify and hold Company Entities harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) incurred by Company Entities arising out of or in connection with: (a) your violation or breach of any term of these Terms or any applicable law or regulation; (b) your violation of any rights of any third party; (c) your misuse of the Services; (d) Your Content, (e) your interactions with other users or any other person or entity, or (f) your negligence or wilful misconduct. If you are obligated to indemnify any Company Entity hereunder, then you agree that Company (or, at its discretion, the applicable Company Entity) will have the right, in its sole discretion, to control any action or proceeding and to determine whether Company wishes to settle, and if so, on what terms, and you agree to fully cooperate with Company in the defense or settlement of such claim.
  2. Buyer hereby agrees to defend, indemnify and hold Company Entities harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) incurred by Company Entities arising out of or in connection with (i) any failure to register a Vehicle Offering as may be required under applicable law, and (ii) any unpaid sales or uses taxes and any unpaid documentation and licensing fees and related costs, interest and penalties arising from the sale of a Vehicle Offering to a Buyer, and (iii) any Buyer-alleged damages or liabilities related to Section 4.4(b) (including, but not limited to, any expenses related to such concern of material misrepresentation raised by Buyer (e.g. repair, inspection, travel and storage expenses)).
ARBITRATION AND CLASS ACTION WAIVER
1. PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
2. Informal Process First. You and Company agree that in the event of any dispute, either party will first contact the other party and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action, after first allowing the receiving party 30 days in which to respond. Both you and Company agree that this dispute resolution procedure is a condition precedent which must be satisfied before initiating any arbitration against the other party.
3. Arbitration Agreement and Class Action Waiver. After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to Company’s services and/or products, including the Services, and any use or access or lack of access thereto, will be resolved by arbitration, including threshold questions of arbitrability of the Claim. You and Company agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). Because your contract with Company, these Terms and this Arbitration Agreement concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit. Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under these Terms will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to these Terms, you and the Company are each waiving the right to trial by jury or to participate in a class action or class arbitration.
4. Exceptions. Notwithstanding the foregoing, you and Company agree that the following types of disputes will be resolved in a court of proper jurisdiction:
  1. disputes or claims within the jurisdiction of a small claims court consistent with the jurisdictional and dollar limits that may apply, as long as it is brought and maintained as an individual dispute and not as a class, representative, or consolidated action or proceeding;
  2. disputes or claims where the sole form of relief sought is injunctive relief (including public injunctive relief); or
  3. intellectual property disputes.
5. Costs of Arbitration. Payment of all filing, administration and arbitrator costs and expenses will be in accordance with the JAMS Rules, except that if you demonstrate that any such costs and expenses owed by you under those rules would be prohibitively more expensive than a court proceeding, Company will pay the amount of any such costs and expenses that the arbitrator determines are necessary to prevent the arbitration from being prohibitively more expensive than a court proceeding (subject to possible reimbursement as set forth below).
  
  Fees and costs may be awarded as provided pursuant to applicable law. If the arbitrator finds that either the substance of your claim or the relief sought in the demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the JAMS rules. In that case, you agree to reimburse Company for all monies previously disbursed by it that are otherwise your obligation to pay under the applicable rules. If you prevail in the arbitration and are awarded an amount that is less than the last written settlement amount offered by Company before the arbitrator was appointed, Company will pay you the amount it offered in settlement. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
6. Opt-Out. You have the right to opt-out and not be bound by the arbitration provisions set forth in these Terms by sending written notice of your decision to opt-out to info@sbxcars.com or to the U.S. mailing address listed in the “How to Contact Us” section of these Terms. The notice must be sent to Company within thirty (30) days of your first registering to use the Services or agreeing to these Terms, otherwise you shall be bound to arbitrate disputes on a non-class basis in accordance with these Terms. If you opt out of only the arbitration provisions, and not also the class action waiver, the class action waiver still applies. You may not opt out of only the class action waiver and not also the arbitration provisions. If you opt-out of these arbitration provisions, Company also will not be bound by them.
7. WAIVER OF RIGHT TO BRING CLASS ACTION AND REPRESENTATIVE CLAIMS To the fullest extent permitted by applicable law, you and Company each agree that any proceeding to resolve any dispute, claim, or controversy will be brought and conducted ONLY IN THE RESPECTIVE PARTY’S INDIVIDUAL CAPACITY AND NOT AS PART OF ANY CLASS (OR PURPORTED CLASS), CONSOLIDATED, MULTIPLE-PLAINTIFF, OR REPRESENTATIVE ACTION OR PROCEEDING (“CLASS ACTION”). You and the Company AGREE TO WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION. You and Company EXPRESSLY WAIVE ANY ABILITY TO MAINTAIN A CLASS ACTION IN ANY FORUM. If the dispute is subject to arbitration, THE ARBITRATOR WILL NOT HAVE THE AUTHORITY TO COMBINE OR AGGREGATE CLAIMS, CONDUCT A CLASS ACTION, OR MAKE AN AWARD TO ANY PERSON OR ENTITY NOT A PARTY TO THE ARBITRATION. Further, you and Company agree that the ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS FOR MORE THAN ONE PERSON’S CLAIMS, AND IT MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS ACTION. For the avoidance of doubt, however, you can seek public injunctive relief to the extent authorized by law and consistent with the Exceptions clause above.
  
  IF THIS CLASS ACTION WAIVER IS LIMITED, VOIDED, OR FOUND UNENFORCEABLE, THEN, UNLESS THE PARTIES MUTUALLY AGREE OTHERWISE, THE PARTIES’ AGREEMENT TO ARBITRATE SHALL BE NULL AND VOID WITH RESPECT TO SUCH PROCEEDING SO LONG AS THE PROCEEDING IS PERMITTED TO PROCEED AS A CLASS ACTION. If a court decides that the limitations of this paragraph are deemed invalid or unenforceable, any putative class, private attorney general, or consolidated or representative action must be brought in a court of proper jurisdiction and not in arbitration.
ADDITIONAL PROVISIONS
1. SMS Messaging and Phone Calls. Certain portions of the Services may allow us to contact you via telephone or text message. You agree that Company may contact you via telephone or text message (including by an automatic telephone dialing system) at any of the telephone numbers provided by you or on your behalf in connection with your use of the Services, including for marketing purposes. You understand that you are not required to provide this consent as a condition of purchasing any products or Services. You also understand that you may opt out of receiving text messages from us at any time through the dashboard in your User Account. If you do not choose to opt out, we may contact you as outlined in our Privacy Policy.
2. Updating These Terms. We may modify these Terms from time to time in which case we will update the “Last Revised” date at the top of these Terms. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by e-mail and/or by placing a prominent notice on the first page of the Website. However, it is your sole responsibility to review these Terms from time to time to view any such changes. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access or use of the Services after the modifications have become effective will be deemed your acceptance of the modified Terms. No amendment shall apply to a dispute for which an arbitration has been initiated prior to the change in Terms.
3. Termination of License and Your Account. If you breach any of the provisions of these Terms, all licenses granted by Company will terminate automatically. Additionally, Company may suspend, disable, or delete your Account and/or the Services (or any part of the foregoing) with or without notice, for any or no reason. If Company deletes your Account for any suspected breach of these Terms by you, you are prohibited from re-registering for the Services under a different name. In the event of Account deletion for any reason, Company may, but is not obligated to, delete any of Your Content. Company shall not be responsible for the failure to delete or deletion of Your Content. All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms by Company or you. Termination will not limit any of Company’s other rights or remedies at law or in equity.
4. Injunctive Relief. You agree that a breach of these Terms will cause irreparable injury to Company for which monetary damages would not be an adequate remedy and Company shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.
5. California Residents. If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.
6. Export Laws. You agree that you will not export or re-export, directly or indirectly, the Services and/or other information or materials provided by Company hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Services may not be exported or re-exported (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a “terrorist supporting” country, or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Persons List or Entity List. By using the Services, you represent and warrant that you are not located in any such country or on any such list. You are responsible for and hereby agree to comply at your sole expense with all applicable United States export laws and regulations.
7. Miscellaneous. If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms and the licenses granted hereunder may be assigned by Company but may not be assigned by you without the prior express written consent of Company. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect. The Services are operated by us in the United States. Those who choose to access the Services from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws. These Terms are governed by the laws of the State of California, without regard to conflict of laws rules, and the proper venue for any disputes arising out of or relating to any of the same will be the arbitration venue set forth in Section 10, or if arbitration does not apply, then the state and federal courts located in the Southern District of California. You and Company agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these Terms.
8. How to Contact Us. You may contact us regarding the Services or these Terms at: SB Media USA Inc., Legal Department, 611 Wilshire Blvd, Suite 900 #1074, Los Angeles, CA 90017, United States; by telephone at +1 323-407-8523 or +44 20 4525 8014 or by e-mail at info@sbxcars.com.

SBX CARS TERMS OF SERVICE

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