Last Updated: August 3rd, 2020

This Terms of Use Agreement and all other legal documents incorporated by reference (collectively, the “Terms” or “Terms of Use”) set forth the binding legal contract between each end user (“User” or “you” or “your”) and CarPay, Inc . (“CarPay,” “we,” “us” or “our”) with respect to access to and use of our Services (defined below) through our mobile application and website at www.carpay.com and any associated software (collectively, the “Site”). Some of our other sites, applications, products, services and tools (“Other Services.”) may have additional terms that we provide to you when you use those her Services.

We are an intermediary entity helping (i) Customers make and Dealers receive payments for vehicles through use of a third-party payment processor and (ii) Customers and Dealers streamline the vehicle loan application process. We are not a car dealership and we do not provide vehicles or financing arrangements, and we have no control over the rates quoted to you or the financing terms you agree to, or any issues that may arise in connection with the car buying process or any disputes between any Customers and Dealers.

PLEASE READ CAREFULLY THESE TERMS AND THEIR INCLUDED LINKED INFORMATION, SUCH AS OUR PRIVACY POLICY, WHICH IS HEREBY INCORPORATED BY REFERENCE. BY USING THE SITE AND SERVICES, YOU ACKNOWLEDGE AND REPRESENT THAT YOU (i) HAVE READ THESE TERMS AND THE PRIVACY POLICY, (ii) UNDERSTAND THEM, (iii) ACCEPT AND AGREE TO BE BOUND BY THEM, (iv) ARE AT LEAST 18 YEARS OLD AND ABLE TO FORM LEGALLY BINDING CONTRACTS, AND (v) AGREE TO COMPLY WITH ALL LAWS AND REGULATIONS APPLICABLE TO YOU, TO THE USE OF THE SERVICES, THE SITE, AND/OR THE INTERNET. IF YOU DO NOT AGREE TO THE TERMS HEREIN, WE ARE UNWILLING TO GRANT YOU ACCESS TO THE SITE OR THE SERVICES. IF YOU ARE USING THE SITE ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THAT ENTITY TO THESE TERMS.

I. DEFINITIONS

As used herein, the following capitalized terms not otherwise defined in these Terms shall have the meanings set forth as follows:

“Content” means all data, information, text and other materials uploaded, downloaded, appearing on, accessed or transmitted using the Site or Services, whether by us or a User.

“Customer” means an individual who (i) registers to make vehicle payments to a Dealer through the Site or (ii) provides information for vehicle loan application processing through the Services.

“Feedback” means any information you provide to us about the Site or Services, as a comment or evaluation.

“Services” means any and all services, features, tools, software, developer platform functionalities, mobile applications, and functionalities as may be provided by or on behalf of us through the Site from time to time.

“Dealer” means a third-party individual or entity who registers for and uses the Site and Services, including any employees, contractors, agents and representatives of such entity, in order to (i) receive payments from Customers or (ii) collect Customer information for vehicle loan application processing.

“User” means “you,” the user of the Site and Services, whether you are a visitor (“Visitor”) using the Site or Services, a Customer, or a Dealer.

“User Data” means any information relating to Customers or Visitors, including without limitation, personal information and Loan Information.

II. THE SERVICES AND TOOLS

A. The Services
CarPay is the developer of the Site and the Services. The Services constitute (i) a payment processing platform that enables Customers to make payments to Dealers and (ii) a vehicle loan application information collection service that enables Customers and Dealers to streamline the loan application process (the “Apply with CarpayService”). You agree and acknowledge that CarPay does not provide transportation or vehicle services and does not function as a car dealership or manufacturer. The Services are provided solely for your convenience. It is up to you to decide whether you would like to use the Services. Any decision made by you to offer or accept payment through the Site is a decision made in your sole discretion.

The following terms apply to Dealers:

If you are a Dealer, you understand that CarPay does not conduct credit checks or other background checks. You agree that you are solely responsible for confirming that any and all User Data Information is true, complete, accurate, and current. You agree that CarPay is not liable for any inaccuracies in any User Data. You agree that you will use User Data solely for the purposes of conducting Customer’s vehicle loan application credit check and processing payments. You agree that you will use User Data in accordance, and you are solely responsible for your compliance, with all applicable laws and regulations, including without limitation, the Gramm-Leach-Bliley Act, 15 U.S.C. § 6801 et seq., the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., the Direct Communications Laws (as defined below), the California Consumer Privacy Act, and other applicable privacy laws (“Privacy Laws”) and your privacy policies. Without limiting the foregoing, you agree to (1) maintain and publicly post on your website a privacy policy that complies with the Privacy Laws and (2) agree to give all notices and obtain all consents as may be required under the Privacy Laws in connection with your use of the Apply with Carpay Service; your collection, use, and disclosure of the User Data; your marketing and other communications with Visitors or Customers via any channel; and CarPay’s collection, use, and disclosure of User Data as contemplated by these Terms and described in CarPay’s Privacy Policy (https://www.carpay.com/privacy).

Without limiting your indemnification obligations under Section V.C below, you agree to be liable for, and indemnify and hold harmless, the CarPay Indemnitees (as defined below) from and against any and all damages, obligations, losses, liabilities, judgments, fees, fines, costs and expenses (including but not limited to reasonable attorneys’ fees) incurred by the CarPay Indemnitees arising from any claims, demands, or legal actions made against the CarPay Indemnitees resulting from your breach of the foregoing paragraph. The foregoing indemnification obligations shall survive the expiration or termination of these Terms of Use and the termination or discontinuance of your use of the Services.

The following terms apply to Customers Using the Apply with Carpay Service:

If you are a Customer, you represent and warrant that any information you provide to us will be true, accurate, complete, and current. You acknowledge and agree that all information you provide to the Services for the purposes of applying for a vehicle loan (“Loan Information”) will be shared by CarPay with the applicable Dealer(s) with whom you are interested in purchasing a vehicle. You further acknowledge and agree that each applicable Dealer will use your Loan Information to process a vehicle loan application credit check, which will be reflected as an inquiry that may negatively impact your credit report. You agree to indemnify and hold CarPay harmless for any breach by you of the foregoing paragraph.

By submitting information, data, passwords, usernames, PINs, other log-in information, materials and other content to CarPay through the Services, you are licensing that content to CarPay for the purpose of providing the Services. CarPay may use and store the content in accordance with this Agreement and our Privacy Policy (https://www.carpay.com/privacy). You represent that you are entitled to submit it to CarPay for use for this purpose, without any obligation by CarPay to pay any fees or be subject to any restrictions or limitations. By using the Services, you expressly authorize CarPay to access your account information maintained by identified third parties, on your behalf as your agent, and you expressly authorize such third parties to disclose your information to us. When you provide third party account login information to the Services, you will be directly connected to the website for the third party you have identified. CarPay will submit information including usernames and passwords that you provide to log into the third party website. You hereby authorize and permit CarPay to use and store information submitted by you to accomplish the foregoing and to configure the Services so that it is compatible with the third party sites for which you submit your information. For purposes of these Terms and solely to provide the Services to you, you grant CarPay a limited power of attorney, and appoint CarPay as your attorney-in-fact and agent, to access third party sites, retrieve, use, and share your information with applicable Dealer(s) and you grant CarPay the full power and authority to do and perform each action necessary in connection with such activities, as you could do in person. YOU ACKNOWLEDGE AND AGREE THAT WHEN CARPAY IS ACCESSING AND RETRIEVING ACCOUNT INFORMATION FROM THIRD PARTY SITES, CARPAY IS ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF THE THIRD PARTY THAT OPERATES THE THIRD PARTY SITE. CarPay is not responsible for any issues that may arise from inaccurate account information.

B. Payment Terms
CarPay uses a third-party payment processor to process all payments on the Site. In addition to these Terms, payments made through the Site are subject to the terms and conditions of our third-party payment processor and any third-party terms governing the payment method, such as terms of a bank or other financial institution that may charge additional fees. Payments through the Site with a credit card may be considered a cash advance payment, for which you may be charged interest by your card issuer. Check the terms and conditions governing your payment method for additional information.

When you use the Site, you authorize CarPay to confirm that your registered payment method is in good standing with your card issuer or financial institution, which we may confirm by submitting a request for payment authorization and/or a low dollar credit or debit to your payment method.

CarPay is not responsible for any payment processing errors or fees or other Services-related issues that may arise from inaccurate payment method information.

The following terms in this Section II.B. apply to Customers:

When you submit a payment through the Site, you agree to pay the “Total Payment” amount indicated, which CarPay using its third-party payment processor will charge to (or debit from, as applicable) your designated payment method. If a convenience fee is indicated on the payment screen, a convenience fee per transaction which will be added to your checkout amount. You also authorize CarPay to credit your payment method in connection with reversals, refunds or adjustments. Your payment method will be charged for the “Total Payment” amount indicated, immediately upon submitting the transaction through the Site. You will receive a receipt indicating that your payment method has been charged. Once the transaction has settled with your card issuer or financial institution, the third party processor will send the payment to the Dealer. Please allow up to 5 days for the Dealer to receive your payment. Except to the extent required by law, all payments are non-refundable.

Completion of a payment transaction is contingent upon both the authorization of payment by your card issuer or financial institution as well as acceptance of your payment by the third-party payment processor and the Dealer you are paying. We may delay processing of suspicious transactions or transactions which may involve fraud or violate applicable law, these Terms or our policies, in our sole discretion.

In the event that your payment is unable to be processed, a message will appear on the Site notifying you that the transaction has failed. If you have signed up for auto-pay and/or recurring billing, you will receive the failure notification on your phone and to your email address provided when submitting your payment transaction on this Site. In the event your payment is not processed or authorized by your card issuer/financial institution or the third-party payment processor or Dealer fails to accept your payment, your payment liability may remain outstanding and unpaid, and you may be subject to all applicable penalties, late fees and interest charges as assessed by the Dealer or any other third party, all of which remain your sole responsibility, and CarPay shall have no control over any such disputes between Customers, Dealers and/or any card issuer/financial institution.

The following terms in this Section II.B. apply to Customers and Visitors:

Your Consent to Receive Emails and Text Messages . You expressly consent to receive emails and text messages from CarPay and its Dealers regarding the Services and related vehicle loan applications, loans, payments and account communications. You agree that such emails and text messages may be sent for transactional or marketing purposes, including by means of an automatic telephone dialing system or other technology, using any contact telephone numbers or email addresses you provide to CarPay, or to a Dealer User of CarPay. Your consent to receive automated marketing text messages is not a condition of any purchase. If you want to opt-out of receiving such messages, please send an email to support@carpay.com.

The following terms in this Section II.B. apply to Dealers who have agreed to a subscription service or the Apply with Carpay Service:

When you agree to use a subscription service or the Apply with Carpay Service, you authorize CarPay to automatically charge all fees to the bank ACH information, credit card, or other mutually agreed upon payment method you provided to CarPay (“Payment Method”). You are solely responsible for ensuring that your Payment Method information is complete, accurate, and current at all times. Unless otherwise agreed in writing by you and CarPay, each month, you agree to pay CarPay’s fees at the then-current rate, without offset or deduction. If CarPay does not receive full payment from your Payment Method, CarPay may (i) require you to pay all amounts due on your Account upon demand, send an invoice for remaining amounts outstanding and/or continue to attempt to charge your Payment Method until full payment is received and (ii) either terminate or suspend your access and use of the Site and Services. If any payment is more than thirty (30) days past due, interest at a rate of 1.5% per month (or, if lower, the maximum rate permitted by applicable law) shall accrue.

All subscriptions will renew automatically until terminated in accordance with these Terms. If you would like to cancel your subscription, you may call CarPay support at 877-388-4265 ext. 2 or you may e-mail billing@carpay.com. If you cancel your subscription, you may continue to use your subscription until the end of your then-current subscription term; your subscription will not be renewed after your then-current term expires. However, you will not be eligible for a pro-rated refund of any portion of the subscription fee paid for the then-current subscription period.

CarPay reserves the right to increase fees at any time in its sole discretion. Fees do not include any taxes of any jurisdiction that may be assessed or imposed in connection with the Services, excluding only taxes based on CarPay’s net income. You agree to directly pay any such taxes and will promptly reimburse CarPay for any such taxes payable or collected by CarPay. If you have provided CarPay with proof of your tax exempt status, then, in the event that your tax exempt status becomes altered, you agree to notify CarPay immediately of such modification and you will become liable for the taxes set forth above. In the event that you fail to notify CarPay of any such change, you will be liable for payment of any tax related penalties or interest assessed against CarPay as a result of such failure to notify.

C. Access to Services and Tools
For so long as you agree to these Terms and abide by them, and unless these Terms or your access to the Site or Services is terminated as provided herein, you may use the Site and Services. These Terms apply to all Users of the Site and/or the Services. Subject to compliance with these Terms, we grant you a limited, non-exclusive, nontransferable, revocable, personal license to download, install and operate any tools, software, scripts, video, data feeds and any other copyrightable content that we may from time to time have specifically identified within the Site as available for download and subject to the terms of the license accompanying such tools (collectively, “Tools”). As such, you agree that in addition to these Terms, the Tool(s) may be subject to additional licensing terms available to you upon download. You understand that if, upon download of any Tool(s), you are prompted to accept additional terms applicable to such Tool(s) you must review and accept such additional terms before we allow you to proceed with your download. Please read any additional terms carefully.

D. Users
Visitors may browse the Site in accordance with these Terms, but will not have full access to the Services without first becoming a registered Customer or Dealer. In order to use the Services available to a Customer or Dealer, you are required to set up an “Account” directly with CarPay. When you set up an Account, you are required to complete a personal profile, which may include, but is not limited to, information such as your full name, email address, date of birth, physical address, contact phone number, vehicle information, and financial information, such as credit card information and bank account information. You are also required to select a password to access the Services. CarPay has the sole authority and discretion whether or not to permit you to access the Site as a Customer or Dealer.

In order for a Customer to add a Dealer's account to the Customer’s Account, the Customer must either (i) log in to his or her Account using the last four digits of his or her social security number and last name or (ii) add a registration code to his or her Account. The registration code is provided directly from the Dealer to the Customer, either via email phone or in writing. The registration code once added to a Customer’s Account will allow the Customer to view the account and use the Services relating to such account. CarPay is not responsible for making registration codes available to Customers.

You are solely responsible for any and all use of your Account and all activities that occur under or in connection with it. You agree (i) to be responsible for any act or omission of any users accessing the Site or Services under your Account that, if undertaken by you, would be deemed a violation of these Terms, and (ii) that such act or omission shall be deemed a violation of these Terms by you. Please notify us immediately if you become aware that your Account is being used without authorization. You agree not to register for an Account on behalf of an individual other than yourself, or register for an Account on behalf of any group or entity unless you are authorized to bind such person, group or entity to these Terms. By registering another person, group or entity you hereby represent that you are authorized to do so. Individuals and/or entities whose access to the Site or use of the Services have previously been terminated by CarPay may not register for a new account, nor may they designate other individuals to use an account on their or your behalf. Unless otherwise permitted by CarPay in writing, you may only possess one Account.

When you register for an Account or otherwise use the Services, you agree to use your real name and you agree that any information you submit about yourself is truthful and accurate. You warrant and represent that all information you provide to us on the Services is true, accurate, current and complete, and you agree to maintain and promptly update such information to keep it true, accurate, current and complete. You agree to keep all payment information up-to-date. If we believe or suspect that such information is untrue, inaccurate, not current or incomplete, we may deny or terminate your access to the Account, Site or Services (or any portion thereof) and any license(s) to the Tools.

E. Privacy
In the course or accessing and/or using the Site, the Services and/or the Tools, we may obtain information about you or you may be required to provide certain personal information to us. All uses by CarPay of your personal information will be in accordance with our Privacy Policy (https://www.carpay.com/privacy), which forms an integral part of these Terms. If you use the Services, the Site and/or the Tools, and/or if you register for any programs or accounts, you are accepting the terms and conditions of our Privacy Policy, as may be amended from time to time. If you do not agree to have your information used in any of the ways described in the Privacy Policy, you must discontinue use of the Site, the Services and the Tools.

F. Mobile Services/Applications
If permitted or available through any feature of the Site or Services, you (a) upload Content to the Site or download Content from the Site via a mobile device, (b) receive and reply to messages from the Site, or to access or make posts using text messaging, (c) browse the Site from your mobile device and/or (d) access certain features through a mobile application you have downloaded and installed on your mobile device (collectively the “Mobile Services” ), you must have a mobile communications subscription (or have the consent of the subscriber of such mobile device) for the necessary carrier services with a participating carrier or otherwise have access to a mobile communications network through which we make the Mobile Services available. You are responsible for any and all service fees associated with any such mobile access, including all applicable data fees, and for complying with all terms of use imposed by the carrier.

The following terms in this Section II.F. apply to Dealers:

This section concerns compliance with laws i ncluding the Telephone Consumer Protection Act of 1991, 47 U.S.C. §§ 227 et seq. and the implementing regulations at 47 C.F.R. 64.1200 et seq. (“TCPA”), the Telemarketing and Consumer Fraud and Abuse Prevention Act, 15 U.S.C. §§ 6101-6108, the Telemarketing Sales Rule, 16 C.F.R. § 310 (“TSR”) , and the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003, located at 15 U.S.C §§ 7701-7713, including the implementing regulations therefore located at 16 C.F.R. §316 (“CAN SPAM Act ”) (TCPA, TSR, CAN SPAM Act, together with any other applicable federal, state, and local laws, statutes, regulations, and industry guidelines, collectively, “ Direct Communications Laws ”).

You hereby acknowledge that CarPay merely provides a platform for facilitating the sending of your emails, text messages and communications. You are solely responsible for any messages or communications that you initiate through your use of the Services or that are sent on behalf your dealership, including without limitation, any emails or text messages to Customers or other consumers. You agree not to initiate messages or communications to your Customers beyond the frequency permitted by CarPay’s policies. You represent and warrant that you will not upload any third party list of contact information to the Services or otherwise engage in unsolicited email communications or text messaging in connection with the Services.

You agree to comply with all laws related to your use of the Services, including without limitation, the Direct Communications Laws applicable to the emails, text messages you initiate through your use of the Services or that we send on your behalf. Without limiting the generality of the foregoing, you represent and warrant that you will be solely responsible for (i) obtaining and documenting all legally required consents prior to initiating any email messages, text messages or other communications in accordance with the Direct Communications Laws, (ii) retaining proof of consents to receive text messages and email communications from you in connection with the Services for at least five (5) years from the applicable message or communication, (iii) to the best of your knowledge, keeping Customer contact information accurate, complete, and current on the Services, and (iv) honoring any requests opting out of receiving any such messages or communications by immediately updating such opt out information on the Services. If a Customer replies to a text message you send through the Services , such reply messages will be made available to you on CarPay’s Dealer dashboard. You are solely responsible for updating your Customer’s contact information in CarPay if the Customer indicates to you that they want to opt-out from receiving messages. CarPay monitors message replies for opt-out phrases like “STOP”.

Without limiting your indemnification obligations under Section V.C below, you agree to be liable for, and indemnify and hold harmless, the CarPay Indemnitees (as defined below) from and against any and all damages, obligations, losses, liabilities, judgments, fees, fines, costs and expenses (including but not limited to reasonable attorneys’ fees) incurred by the CarPay Indemnitees arising from any claims, demands, or legal actions made against the CarPay Indemnitees resulting from (1) any emails, text messages or other communications initiate through your use of the Services or sent on your behalf that allegedly violate any Direct Communications Laws or (2) your failure to comply with this Section II.F. The foregoing indemnification obligations shall survive the expiration or termination of these Terms of Use and the termination or discontinuance of your use of the Services.

CarPay reserves the right, at its sole and absolute discretion, to suspend or deny access to Customer contact information, suspend messaging and communication functions, and require proof of consent for any messages and communications. Upon request by CarPay, you agree to furnish within five (5) business days competent and reliable evidence of any legally required consent obtained from a Customer, or other person, who receives a text message or email communication in connection with the Services.

G. Age Restriction
You affirm that you are at least 18 years of age, and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with these Terms.

H. General Restrictions on Use
When using the Site and Services, you agree not to: (i) remove or use any Content in any manner that (a) infringes the copyright, trademark, trade secret, or other intellectual property or proprietary right of others; (b) violates the privacy, publicity, or other rights of third parties; (c) is discriminatory, defamatory, obscene, threatening, abusive, or hateful, as determined by CarPay in its sole discretion; (d) is false or inaccurate; or (e) violates any law, civil or criminal, or violates our policies; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by CarPay; (iii) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any component of the Site or the Services is compiled or interpreted, (iv) copy, replicate, transcribe or reproduce the 'look and feel' of the Site, including its features and functionalities; (v) link to, mirror or frame any portion of the Site or Services; (vi) use the Site or the Services for illegal purposes or for promotion of dangerous activities; (vii) forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted or received; or (viii) upload, post, email, transmit or otherwise make available any content that you do not have a right to make available under any law or under contractual or fiduciary relationships.

You agree not to use the Site or the Services to: (i) violate any local, state, national or international law or regulation, including, but not limited to, the Privacy Laws, intellectual property laws, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any other regulations having the force of law; (ii) stalk, harass or harm another individual; (iii) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; (iv) provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to Section 219 of the Immigration and Nationality Act; (v) interfere with or disrupt the Site, the Services or servers or networks connected to either, or disobey any requirements, procedures, policies or regulations of networks connected to the Site or the Services; (vi) generate unsolicited email advertisements, chain letters, junk mail, spam or allow, enable, or otherwise support the transmission of mass unsolicited, commercial advertising or solicitations via e-mail or text messaging (spam); (vii) attempt to gain unauthorized access to the Site, other accounts, computer systems, or networks connected to the Site through hacking, password mining or any other means, or obtain or attempt to obtain any materials or information through any means not intentionally made available through the Site; (viii) upload, post, email, transmit, distribute or otherwise make available any material that contains viruses, computer code or any other technologies that may harm us or the interests, Content or property of Users or limit the functionality of any software, hardware or other equipment; or (ix) circumvent, disable or otherwise interfere with security-related features of the Site or Services or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Site or Services or the Content therein.

Please be aware that it is a federal crime and a violation of 18 U.S.C. § 1030 (The Computer Fraud and Abuse Act) to intentionally access a computer without authorization and to knowingly cause damages.

III. CONTENT AND OWNERSHIP

A. User Provided Content
From time to time, we may, in our sole discretion, permit you to submit Content to the Site or through the Services. You retain all of your ownership rights in your Content. However, by submitting Content to us, you hereby grant CarPay, without further notice or consent from you, and without the requirement of payment to you or any other person or entity, a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, sublicensable and transferable license to use, copy, reproduce, process, adapt, modify, publish, transmit, distribute, prepare derivative works of, display, and perform the Content in connection with the Services, the Site and CarPay's (and its successors' and affiliates') business. We may modify or adapt your Content in order to transmit, display or distribute it over computer networks and in various media and/or make changes to your Content as are necessary to conform and adapt that Content to any requirements or limitations of any networks, devices, services or media. The above license granted by you will survive even if you remove or delete your Content from the Site. You consent to our sharing your Content with third-party providers, such as our payment processor, and certain Dealers as necessary to process your payments and make our payment services available to you.

You represent and warrant that: (i) you either are the sole and exclusive owner of all Content or you have all rights, licenses, consents and releases necessary to grant CarPay the license to the Content as set forth above; and (ii) neither the Content nor your submission, uploading, publishing or otherwise making available of such Content nor CarPay's use of the Content as permitted herein will infringe, misappropriate or violate a third party's intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. CarPay does not endorse any Content submitted to the Site or Services by any user or other licensor, or any opinion, recommendation, or advice expressed therein, and we expressly disclaim any and all liability in connection with Content. CarPay does not permit copyright infringing activities and infringement of intellectual property rights on the Site and will remove Content if properly notified that such Content infringes on another's intellectual property rights. We reserve the right to remove Content without prior notice.

B. Our Content
Content is provided by CarPay to you “AS IS”. You may access Content for your information and use solely as intended through the provided functionality of the Site and the Services and as permitted under these Terms. You shall not download any Content unless you see a “download,” “stream” or similar button or link displayed by CarPay on the Site or the Services for that Content. You shall not copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any Content for any other purposes without the prior written consent of CarPay or the respective licensors of the Content. CarPay and its licensors reserve all rights not expressly granted in and to the Site, the Services and the Content. You understand that when using the Site and the Services, you will be exposed to Content from a variety of sources, and that CarPay is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Content. Nothing in these Terms shall be deemed to confer any rights or benefits to third parties.

C. Feedback; Unavailability; Access to Diagnose Problems
Your Feedback is welcomed and encouraged. If we solicit your Feedback or opinion regarding any areas of our business, the Site or the Services, and if you want to send us your Feedback (and we hope you do) we simply request that you send it to us by emailing support@carpay.com . You hereby grant CarPay a perpetual, irrevocable, non-exclusive, fully paid and royalty-free license to use your Feedback for any purpose. You acknowledge that the Site and Services may, from time to time, be unavailable (e.g., due to scheduled maintenance or system upgrades), and CarPay cannot, and does not, guarantee any specific minimum availability of the Site or the Services. You hereby expressly permit CarPay or its authorized contractors and partners to access Your Account and Content in order investigate and diagnose actual or potential defects or other technical problems with the Site.

D. Ownership of the Site
As between you and us, we and/or our vendors and suppliers, as applicable, retain all right, title and interest in and to the Site, the Services, the Content, and all tools, and all related intellectual property rights. The Site as a whole is copyrighted as a collective work, and individual works or content appearing on or accessible through the Site owned by or licensed to CarPay or its content providers are likewise subject to copyright protection domestically and internationally. Likewise, all software, code, proprietary methods and systems used to provide the Site or the Services (“Our Technology”) may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without our prior written permission and the prior written permission of our applicable licensors. You must abide by all copyright notices, information, or restrictions contained in or attached to any of Our Technology. Nothing in these Terms grants you any right to receive delivery of a copy of Our Technology or to obtain access to Our Technology except as generally and ordinarily permitted through the Site according to these Terms. Certain of the names, logos, distinctive features, source identifiers and other materials displayed on the Site or in the Services, including its “look and feel”, constitute trademarks, trade names, service marks, trade dress or logos (“Marks”) of us or other entities. All Marks not owned by CarPay that appear on the Site are the property of their respective owners. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with us or those other entities. Unless you first obtain the copyright owner's prior written consent, you may not copy, distribute, publicly perform, publicly display, digitally perform (in the case of sound recordings), or create derivative works from any copyrighted work made available or accessible via the Site or the Services.

E. Use of Third-Party Offerings
You may be able to access websites, content or services provided by third parties through links that are made available on the Site. For example, we may permit third parties with related services to link their products and services on the Site, and those links may redirect you to the website(s) of the third parties. Additionally, from time to time CarPay may refer you to one or more of our business partners who make available products or services through their respective websites or by other means. We refer to all such other websites, content, services and products as “Third-Party Offerings.” If you elect to use such Third-Party Offerings, and/or if you elect to 'click' on a link or button, you understand that (i) you will be leaving our Site and (ii) your use of any such Third-Party Offering will be subject to any terms and conditions required by the applicable third-party provider(s). You understand that we are not the provider of, and are not responsible for, any such Third-Party Offerings and that these Terms do not themselves grant you any rights to access, use, download content from or purchase any Third-Party Offerings. The fact that we link to a third party website or service is not an endorsement or representation of our affiliation with that third party, nor is it an endorsement of their privacy or information security policies, terms of use, business practices or their compliance with laws. We do not exercise control over third party websites or services. We encourage you to read the privacy policies and terms of use of the other websites and services you use and the terms of the offers in which you participate. You agree that CarPay is not responsible for nor will it be liable to you or any third party for your interaction with such third parties.

IV. TERMINATION

These Terms will become effective and binding when you use the Services, when you voluntarily provide any information about yourself to us, or when you indicate your agreement by following any instructions we place on the Site (such as buttons labeled “ I Agree” or similar). You do not need to inform us if you wish to stop using the Site or Services. We reserve the right to terminate these Terms and your access to the Site and the Services at any time without notice. Your rights under these Terms will automatically and immediately terminate if you fail to comply with your promises and obligations stated in these Terms. You understand and agree that upon termination of these Terms or your use of the Services, we retain the license rights granted to us upon any Content uploaded or provided on our Site. Notwithstanding the foregoing, it is our current policy (which we may change at any time) to retain all information provided to us and stored in your Account for ten (10) years after the termination of your Account. After ten (10) years, we may delete your information from our servers except as required by law. You understand that if you want to use our Services after termination of Your Account, you may need to re-register and provide us with your information anew.

Without limiting other remedies, we also reserve the right to limit or partially terminate or suspend the Services and Accounts, prohibit access to the Site and its Content, services and tools, delay or remove any Content, take technical and legal steps to keep any Users off the Site if we think that they are creating problems or possible legal liabilities, infringing the intellectual property rights of third parties, or acting inconsistently with the letter or spirit of our policies. For example, we may terminate a User's access to the Service if, under appropriate circumstances, the User is determined to be a repeat infringer.

CarPay reserves the right to decide whether Content violates these Terms for reasons other than copyright infringement, such as, but not limited to, obscenity or excessive length. CarPay may at any time, without prior notice and in its sole discretion, remove such Content and/or terminate a User's account for submitting such material in violation of these Terms. You hereby understand and agree that in addition to the above listed causes, CarPay reserves the right, at all times, to remove Content and/or terminate access to the Site and Services and/or your Account if we consider, at our sole discretion, such Content or activity to be immoral, unprofessional, dishonest, indecent, obscene, unethical, unprincipled, or in violation of the standards of excellence and professionalism that we strive for at our Site. We may, but are not obligated to, terminate User accounts and/or remove Content from the Site if we determine or suspect that the User or Content violate these Terms. We take no responsibility for your exposure to Content on the Site whether it violates our content policies or not.

Indemnity provisions, payment provisions for any outstanding amounts owed, and the provisions of Sections I, II.D, II.H, III (except E), IV, V, and VI will survive the termination of these Terms.

V. DISCLAIMERS, LIMITATION OF LIABILITY; INDEMNITY

A. No Warranties
THE SERVICES, THE SITE, THE TOOLS AND ALL INFORMATION, CONTENT, MATERIALS AND SERVICES RELATED TO THE FOREGOING ARE PROVIDED “AS IS.” TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, CARPAY DISCLAIMS ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, NON INTERFERENCE, SYSTEM INTEGRATION AND ACCURACY OF DATA. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. CARPAY DOES NOT WARRANT THAT YOUR USE OF THE SITE AND/OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SAFE OR VIRUS FREE. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT MAY RESULT FROM THE DOWNLOAD OR UPLOAD OF ANY SUCH CONTENT OR FROM RELIANCE UPON SUCH CONTENT. CARPAY IS NOT THE PROVIDER OF, AND MAKES NO WARRANTIES WITH RESPECT TO, ANY THIRD- PARTY OFFERINGS. CARPAY DOES NOT GUARANTEE THE SECURITY OF ANY INFORMATION TRANSMITTED TO OR FROM THE SITE; AND YOU AGREE TO ASSUME THE SECURITY RISK FOR ANY INFORMATION YOU PROVIDE USING THE SERVICES. NO REPRESENTATION OR WARRANTY IS MADE THAT THE SITE OR SERVICES PROVIDE COMPREHENSIVE OR ACCURATE INFORMATION. WE RESERVE THE RIGHT TO FILTER, MODIFY OR REMOVE CONTENT, MEDIA, INFORMATION OR ANY OTHER MATERIAL FROM THE SITE OR THE SERVICES AND FROM THE OUTPUT OF THE SERVICES.

WE HAVE NO CONTROL OVER THE QUALITY OR SAFETY OF YOUR VEHICLE OR THE TERMS OF ANY FINANCING OR PAYMENT ARRANGEMENT BETWEEN CUSTOMERS AND DEALERS. WE CANNOT ENSURE THAT A CUSTOMER OR DEALER WILL COMPLETE ALL OBLIGATIONS. WE CANNOT GUARANTEE THAT EACH USER IS WHO HE OR SHE CLAIMS TO BE. PLEASE USE COMMON SENSE WHEN USING THE SITE AND SERVICES. PLEASE NOTE THAT THERE ARE ALSO RISKS OF DEALING WITH UNDERAGE PERSONS OR PEOPLE ACTING UNDER FALSE PRETENSE, AND WE DO NOT ACCEPT RESPONSIBILITY OR LIABILITY FOR ANY CONTENT, COMMUNICATION OR OTHER USE OR ACCESS OF THE SITE BY PERSONS UNDER THE AGE OF 18 IN VIOLATION OF THESE TERMS. WE ENCOURAGE YOU TO COMMUNICATE DIRECTLY WITH EACH POTENTIAL CUSTOMER OR DEALER PRIOR TO ENGAGING IN AN ARRANGEMENT.

B. Limitation of Liability
USE OF THE SERVICES, THE SITE, TOOLS AND ANY CONTENT IS AT YOUR OWN RISK. IN NO EVENT SHALL CARPAY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, SPECIAL OR OTHER DAMAGES OF ANY TYPE (INCLUDING PERSONAL INJURY, PROPERTY DAMAGE, LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) IN CONNECTION WITH THESE TERMS AND THE SERVICES, WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE AND EVEN IF CARPAY WAS ADVISED THAT SUCH DAMAGES WERE LIKELY OR POSSIBLE. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF CARPAY TO YOU FOR ANY AND ALL CLAIMS ARISING IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SERVICES OR CONTENT EXCEED (I) FOR VISITORS, CUSTOMERS, AND DEALERS WHO HAVE NOT SUBSCRIBED TO A SUBSCRIPTION SERVICE OR PAID TO USE THE APPLY WITH CARPAY SERVICE, ONE HUNDRED U.S. DOLLARS (U.S.D. $100.00) AND (II) FOR DEALERS WHO HAVE SUBSCRIBED TO A SUBSCRIPTION SERVICE OR PAID T HE APPLY BY CARPAY SERVICE, THE AMOUNT YOU HAVE PAID TO CARPAY IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM OF LIABILITY.

YOU AGREE THAT WE SHALL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE SITE OR SERVICES OR DELETION OF YOUR ACCOUNT OR CONTENT.

CARPAY'S SERVICES MAY BE USED BY YOU TO MAKE AND RECEIVE PAYMENTS RELATING TO VEHICLES, BUT YOU AGREE THAT CARPAY SHALL HAVE NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY TRANSPORTATION OR CAR SERVICES PROVIDED TO YOU BY ANY THIRD PARTY PROVIDERS, INCLUDING DEALERS OR MANUFACTURERS, OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS .

YOU ACKNOWLEDGE THAT THIS LIMITATION OF LIABILITY IS AN ESSENTIAL TERM BETWEEN YOU AND CARPAY RELATING TO THE PROVISION OF THE SITE, THE SERVICES, AND ANY CONTENT TO YOU, AND CARPAY WOULD NOT PROVIDE THE SITE, SERVICES OR CONTENT TO YOU WITHOUT THIS LIMITATION.

THE PARTIES AGREE THAT THE LIMITATION AND EXCLUSIONS OF LIABILITY AND THE DISCLAIMERS SPECIFIED IN THESE TERMS OF USE REPRESENT THE PARTIES’ AGREEMENT AS TO THE ALLOCATION OF RISK BETWEEN THE PARTIES IN CONNECTION WITH THE PARTIES’ OBLIGATIONS UNDER THESE TERMS OF USE AND THAT SUCH LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. USER ACKNOWLEDGES THAT CARPAY HAS INFORMED IT THAT CARPAY HAS SET ITS PRICES AND ENTERED INTO THESE TERMS OF USE IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH IN THESE TERMS OF USE.

C. Indemnification
To the fullest extent permitted by applicable law, you agree to indemnify and hold harmless CarPay, its officers, directors, employees, affiliates, contractors, and agents (“CarPay Indemnitees”), from and against any and all claims, damages, obligations, losses, liabilities, judgments, fees, fines, costs and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Site, Services, Content and/or Tools or services obtained through your use of the Site and Services; (ii) your violation of any term of these Terms; (iii) your violation of any third party right; (iv) any claim that your Content caused damage to a third party; or (v) your violation of any applicable laws. This indemnification obligation will survive the termination or expiration of these Terms of Use and the termination or discontinuation of your use of the Site, Tools, Content and/or the Services.

VI. OTHER MATTERS

A. Copyright
If you believe your copyright has been violated by Content or Third-Party Offerings accessible on the Site, please contact us by email at support@carpay.com.

B. Assignment
These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by CarPay without restriction.

C. Electronic Communications
The communications between you and us use electronic means, whether through the Site or Services or via email. For contractual purposes, you (i) consent to receive communications from us in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were in a writing.

D. Abuse
Please report any problems, offensive content, policy violations and/or abuse to us at support@carpay.com.

E. Modifications to Terms
We may change these Terms from time to time. Any such changes will become effective when posted on the Site and will be evidenced by a new “Last Updated” date above. If you object to any such changes, your sole recourse will be to cease using the Site and the Services. Continued use of the Site and/or the Services following posting of any such changes will indicate your acknowledgement of such changes and your agreement to be bound by the revised Terms, inclusive of such changes. In addition, certain features of the Services may be subject to additional terms of use. By using such features, or any part thereof, you agree to be bound by the additional terms of use applicable to such features. In the event that any of the additional terms of use governing such area conflict with these Terms, the additional terms will govern.

F. Modifications to Services
We reserve the right to modify the Site and/or Services at any time without notice. If you object to any changes to the Site or Services, your sole recourse will be to cease using them. Continued use of the Site or Services following posting of any such changes will indicate your acknowledgement of such changes and satisfaction with the Services as so modified. We also reserve the right to discontinue the Site and/or Services at any time without notice. We will not be liable to you or any third-party should we exercise our right to modify or discontinue the Site or the Services.

G. Disputes
These Terms will be subject to and construed in accordance with the laws of the State of California , United States of America, excluding its rules regarding conflicts-of-law. You agree that any claim or dispute you may have against CarPay must be resolved exclusively by a state or federal court located in the Los Angeles County, California, except as otherwise agreed by the parties. You agree to submit to the personal jurisdiction of the courts located in California for the purpose of litigating all such claims or disputes. You agree that any claim or cause of action related to the Site, the Services, the Tools, and/or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

H. No Agency
No agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by these Terms.

I. No Refunds
There will be no refunds for any reason. By accepting these Terms & Conditions, you understand that any payments made through CarPay are final, under all circumstances.

J. General Agreement
If you are located outside the United States of America and choose to provide information, register for an Account or upload Content to CarPay, you acknowledge and agree that the information is processed and transferred in the United States of America. Your submission of information represents your agreement to this. You acknowledge and accept that the laws regarding processing of personal information may be less stringent in the United States of America than the laws in your country. By using this Site you acknowledge and accept that your information may be used in and be subject to the privacy laws of the United States of America.

You agree to comply with all laws, rules and regulations that apply to your use of the Site, the Services and the Tools. These Terms, together with the Privacy Policy, any other separate terms referred to and incorporated herein by reference, and any other legal notices published by CarPay on the Site, shall constitute the entire agreement between you and CarPay concerning the Site and Services. No waiver of any term of this these Terms shall be deemed a further or continuing waiver of such term or any other term, and CarPay' s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these terms is found by a court of competent jurisdiction to be invalid, you agree that the court should endeavor to give effect to the intentions reflected in the invalid provision, and the other provisions of these Terms shall remain in full force and effect.