Terms of Use

Updated October, 2024

1. Introduction

Welcome to PrivateAuto! We provide the only end-to-end transactional marketplace for private-party vehicles. Please carefully read through these terms and conditions (“Terms”), because it is a binding agreement between our website visitors, users, mobile and web application end users, current and potential customers, clients, our potential and actual employees, contractors, and other business partners (“you” or “your”) and Private Auto, Inc. (“PrivateAuto,” “Company,” “we,” “us,” “our”). These Terms, together with any registration form and our Privacy Policy constitute the “Agreement.” The Agreement is effective when you sign up or otherwise use any of the Services or access any content or material that is made available by Private Auto through the Services (the “Content”).

The term “Services” includes all software, mobile and web applications, widgets, tools, and functionality made available through the Services, including our platform and any help desk system, connectivity API’s, related support services, and business relationship services. Any new features that augment or enhance the current Services, including the release of new features or products, including those that require additional fees, are also included in the term “Services.” All “Ancillary Services” is included in the term “Services” as well. If you have a separate agreement with us and the provisions of that separate agreement conflict with the provisions of the Agreement, the provisions of that separate agreement control.

These Terms discuss how we operate our Services and your rights and use of the Services. Read through this document to understand the legal issues related to listing your vehicle and related intellectual property issues, and also the requirements and limitations on listing your car for sale. Basically, don’t be dishonest in any way, ok? We’re providing our Services for a community, and you are a part of that community.

At PrivateAuto, we value your privacy and trust above all. Please be assured that we do not sell or rent your personally identifiable information to others. The data you provide is used primarily for the purpose of enhancing your experience on our Services and facilitating the private buying and selling of vehicles. For more detailed information, please refer to our Privacy Policy.

By using the Services, you accept and agree to be bound and abide by the Agreement. If you do not want to agree to the Agreement, then you must not access or use the Services. THE COMPANY IS NOT AN AUTOMOBILE BROKER OR DEALER AND DOES NOT SELL, EXCHANGE, BUY, OR OFFER FOR SALE, NEGOTIATE OR ATTEMPT TO NEGOTIATE, A SALE OR EXCHANGE OF AN INTEREST IN ANY VEHICLE LISTED FOR SALE ON THE SERVICES.

Although the Company is not a party to any vehicle sale contract between vehicle buyers and sellers that originates on or through the Services, the Company may offer other ancillary products and services including, but not limited to, vehicle financing, service contracts, banking relationships (including but not limited to providing instructions to banking institutions about where the transaction proceeds should be sent), vehicle registration services, and mechanical breakdown insurance (“Ancillary Services”). Not all Ancillary Services are available in every state. We have the unrestricted right to sub-contract or assign the performance/fulfillment of any of the Ancillary Services we offer to third party providers of our choice. Because the Company is not directly involved in any transaction between a vehicle buyer and seller, it does not hold any funds, transfer funds, or authorize the transfer of any funds related to any transaction. All financial transfers and authorizations between a vehicle buyer and seller that originates through the Services is conducted by third-party financial institutions.

You acknowledge that seller of the vehicle and not Company is the sole seller of record of the vehicle, and that Company’s activities, including provision of any Ancillary Services, are undertaken solely to assist buyer and seller in facilitating the sale of such vehicle. Except for the limited purpose described herein, you acknowledge that Company is not your agent and nothing in the Agreement can be construed to the contrary. You acknowledge that Company is not a party to any agreement between any buyer and any seller and you are directly responsible for any and all breaches or other liabilities occurring in connection with the sale of any vehicle.

The Services are offered and available to users who are 18 years of age or older and who reside in the United States. By using the Services, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Services.

You authorize your wireless carrier to use or disclose information about your account and your wireless device, if available, to Private Auto Inc. or its service provider for the duration of your business relationship, solely to help them identify you or your wireless device and to prevent fraud. See our Privacy Policy for how we treat your data.

2. Vehicle Pricing; Listing Your Vehicle; Payment of Fees

Information about a particular vehicle is supplied by the seller, not by the Company. The price and other terms of any sale are arranged after negotiation between the buyer and the seller, and the Company is not responsible for incorrect information given by buyers or sellers, including but not limited to information regarding vehicles, vehicle mileage, condition, history, or photos of vehicles. Vehicle reports from various companies may be provided for informational purposes only from an unaffiliated third-party vehicle report provider, and the Company is not responsible for any incorrect information or mistakes. We cannot verify the information or photos that sellers supply or guarantee the vehicles they offer. When using the Services to buy or sell a vehicle, please use common sense and good judgment. When dealing with prospective buyers or sellers, you should take the same precautions you would take if you were purchasing or selling a car through a classified ad in the newspaper.

THE COMPANY MAKES NO GUARANTEES, WARRANTIES OR REPRESENTATIONS REGARDING ANY VEHICLES LISTED FOR SALE ON THE SERVICES. VEHICLE SALES ARE BETWEEN THE BUYER AND THE SELLER ONLY, AND THE COMPANY DOES NOT OWN, INSPECT, BUY OR SELL ANY VEHICLES LISTED FOR SALE ON THE SERVICES. YOU HEREBY RELEASE AND WAIVE ANY CLAIMS AGAINST COMPANY RELATED TO THE ACCURACY OF ANY INFORMATION POSTED BY A BUYER, SELLER, OR OTHER THIRD PARTY ON THE SERVICES.

Vehicle Pricing

The prices listed by sellers on the Services exclude government fees and taxes, finance charges, registration and titling fees, regulatory and electronic processing charges, inspection charges, emission testing charges, and any other fees required by law, any or all of which may be added to the listed price to arrive at the final sale price of a particular vehicle.

Listing Your Vehicle

To list a vehicle for sale on the Services, sellers shall provide certain identifying and contact information. The information must accurately identify the seller and the method of contact must permit buyers to communicate directly with the seller. You may not charge any potential buyer for information about any vehicle listed for sale on the Services, nor may you use the Services to promote, without our prior written permission, any other website, product, or service. Sellers must be prepared to sell their vehicles on the terms, and at the price, such vehicles are listed. You must have possession of the actual vehicle listed on the Services and the proper authority to transfer title to such vehicle. In order to list a vehicle for sale on the Services, a seller must be the registered owner of the vehicle being listed for sale or be able to provide a power of attorney authorizing the seller to sign documents necessary to transfer the vehicle and pay any outstanding lien(s) on behalf of the registered owner.

You represent that you are not a motor vehicle dealer or broker, or acting in the capacity as an owner, employee or representative of a dealer or broker.

Each listing may be used to advertise only one vehicle, regardless of a listing’s duration. For this reason, you cannot edit your vehicle’s year, make, model, or VIN once you have “listed” your car on the Services. You shall ensure that all information is accurate before listing your vehicle. The Company reserves the right (but assumes no obligation) to delete, move, or edit any listings that we consider unacceptable or inappropriate, whether for legal or other reasons. You may not list any unrelated information or keywords (including multiple items, brands, makes, models or locations) in the content of your listing as a means to generate unwarranted search results or to circumvent any other term or condition. Except as authorized by the Company in writing you must wait at least fourteen (14) days before reposting a listing for the same or substantially similar goods. Violators may, among other remedies available to the Company, have their accounts suspended or permanently banned. Contact the Company for information about available refresh packages.

After the seller and buyer have agreed to buy or sell a listed vehicle and the terms are agreed upon, then fees may be incurred by buyer and seller in the event Ancillary Services are accessed.

Fees

When you sign up using a credit card or other payment method, you authorize us to make the charges disclosed to you at the time you sign up, including recurring payments, where applicable.

3. Changes to the Terms

We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Services thereafter. However, any changes to the dispute resolution provisions set forth in governing law and jurisdiction will not apply to any disputes for which the parties have actual notice on or prior to the date the change is posted on the Services.

Your continued use of the Services following the posting of revised Terms constitutes your acceptance and agreement to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.

4. Accessing the Services and Account Security

We reserve the right to withdraw or amend the Services, and any service or material we provide on the Services, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Services are unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Services, or the entire Services, to you.

To access the Services or some of the resources it offers, you may be asked to provide certain registration details or other information. You shall ensure that all the information you provide on the Services is correct, current, and complete. You agree that all information you provide to register with this Services or otherwise, including but not limited to through the use of any interactive features on the Services, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a username, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Services or portions of it using your username, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any username, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including, without limitation, if, in our opinion, you have violated any provision of these Terms.

5. Intellectual Property Rights; Acceptable Use

The Services and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by the Company, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

Subject to your compliance with these Terms, we grant to you a limited, personal, non-exclusive, non-transferable, revocable, non-sublicensable license to use the Services for personal use only. Without prior written consent from the Company, you must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Services, except as follows:

Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
You may store files that are automatically cached by your web browser for display enhancement purposes.
You may print or download copies the Services for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
If we provide social media features with certain content, you may take such actions as are enabled by such features.

You shall not use the Services:

Modify copies of any materials from the Services.
Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text.
Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from this site.
In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
To send, knowingly receive, upload, download, use or re-use any material which does not comply with these Terms.
To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation.
To impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm the Company or users of the Services or expose them to liability.
In any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Services, including their ability to engage in real time activities through the Services.
Use any robot, spider or other automatic device, software, process or means to access the Services for any purpose, including monitoring or copying any of the material on the Services.
Use any manual process to monitor or copy any of the material on the Services or for any other unauthorized purpose without our prior written consent.
Use any device, software or routine that interferes with the proper working of the Services.
Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Services, the server(s) on which the Services is stored, or any server, computer or database connected to the Services.
Attack the Services via a denial-of-service attack or a distributed denial-of-service attack.
Otherwise attempt to interfere with the proper working of the Services.

If you wish to make any use of material on the Services other than that set out in this section, please address your request to: support@privateauto.com.

The Company name, the Company logo and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on the Services are the trademarks of their respective owners.

6. User Contributions

The Services may, from time to time, allow you to post or upload (hereinafter, “post”) information and content to the Services (collectively, “User Contributions”).

All User Contributions must comply with the content standards set out in these Terms.

Any User Contribution you post to the Services is non-confidential and non-proprietary. By providing any User Contribution on the Services, you grant us and our licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material according to your account settings.

You represent and warrant that:

You own or control all rights in and to the User Contributions, or have obtained the proper consents, and have the authority to grant the license granted above to us and our licensees, successors, and assigns.
All of your User Contributions do and will comply with these Terms and applicable law.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have fully responsibility for such content, including its legality, reliability, accuracy and appropriateness.

We are not responsible, or liable to you or any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Services.

We may:

Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that a User Contribution violates these Terms, including the content standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public or could create liability for the Company.
Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services.
Terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of these Terms.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU SHALL INDEMNIFY AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY THIRD PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

Notwithstanding the foregoing, however, we cannot review all material before it is posted on the Services, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Content Standards for User Contributions

The following content standards apply to any and all User Contributions. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not:

Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with the Agreement.
Be likely to deceive any person, or intended to deceive any person.
Promote any illegal activity, or advocate, promote or assist any unlawful act.
Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.
Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.
Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

7. Reliance on Information Posted

Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Website, you grant us and our licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material according to your account settings.

8. Changes to the Services

We may update the content on the Services from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Services may be out of date at any given time, and we are under no obligation to update such material. We may discontinue the Services at any time and for any reason, without notice. We may change the contents, operation, or features of the Services at any time for any reason, without notice.

9. Information About You and Your Visits to the Services

All information we process on the Services is subject to our Privacy Policy. By using the Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

10. Other Terms and Conditions

Additional terms and conditions from a third party may also apply to specific portions, services, or features of the Services. All such additional terms and conditions are hereby incorporated by this reference into these Terms.

11. Linking to the Services and Social Media Features

You may link to the Services on social media or other platforms, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our express written consent.

The Services may provide certain social media features that enable you to:

Link from your own or certain third-party websites to certain content on the Services.
Send emails or other communications with certain content, or links to certain content, on the Services.
Cause limited portions of content on the Services to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us and otherwise in accordance with any additional terms and conditions we provide with respect to such features.

The website or platform from which you are linking, or on which you make certain content accessible, must comply in all respects with the content standards set out in these Terms.

You shall cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.

We may disable all or any social media features and any links at any time without notice in our discretion.

12. Links from the Services

If the Services contain links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to the Services, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

13. Geographic Restrictions

The owner of the Services is based in the State of Utah in the United States. We provide the Services for use only by persons located in the United States. We make no claims that the Services or any of its content is accessible or appropriate outside of the State of Utah. Access to the Services may not be legal by certain persons or in certain states or countries. If you access the Services from outside the United States, you do so on your own initiative, at your own risk, and are responsible for compliance with local laws.

14. Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE ARE NOT LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE SERVICES, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK. THE SERVICES, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SERVICES, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

15. Limitation on Liability

IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE SERVICES OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

UNDER NO CIRCUMSTANCES WILL COMPANY’S TOTAL LIABILITY OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT AND USE OF THE SERVICES (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE AMOUNT PAID BY YOU DURING THE SIX (6) MONTH PERIOD PRIOR TO SUCH CLAIM ARISING. THE PARTIES ACKNOWLEDGE THAT THIS SECTION SURVIVES TERMINATION OF THIS AGREEMENT AND CONTINUES IN FULL FORCE AND EFFECT DESPITE ANY FAILURE OF CONSIDERATION OR OF AN EXCLUSIVE REMEDY. THE PARTIES ACKNOWLEDGE THAT THE PRICES HAVE BEEN SET AND THE AGREEMENT ENTERED INTO IN RELIANCE UPON THESE LIMITATIONS OF LIABILITY AND THAT ALL SUCH LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. BECAUSE SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, SUCH LIMITATIONS MAY NOT APPLY.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

16. Indemnification

You shall defend, indemnify, and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorney fees) arising out of or relating to your violation of these Terms or your use of the Services, including, but not limited to, your User Contributions, any use of the Services’ content, services, and products other than as expressly authorized in these Terms or your use of any information obtained from the Services.

17. Governing Law and Jurisdiction

All matters relating to the Services and these Terms and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Utah without giving effect to any choice or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction).

Subject to the requirements of Arbitration section below, any legal suit, action or proceeding arising out of, or related to, these Terms or the Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of Utah in each case located in the County of Utah, although we retain the right to bring any suit, action or proceeding against you for breach of these Terms in your state or country of residence or any other relevant state or country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

18. Arbitration

At the Company’s sole discretion, it may require you to submit any disputes arising from the use of these Terms or the Services, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Utah law. All claims between you and us shall be brought in your or our individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. The arbitrator may not consolidate more than one person’s claim, and may not otherwise preside over any form of a representative or class proceeding. YOU EXPRESSLY WAIVE ANY RIGHT YOU MAY HAVE TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS.

19. Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

20. Waiver and Severability

No waiver of by the Company of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of these Terms will continue in full force and effect.

21. Electronic Signatures

You agree that your use of electronic signatures, whether digital or encrypted, in to effect a transaction through or related to the Services, are intended to authenticate the relevant writings and contracts and is to have the same force and effect as manual signatures. Electronic signatures can be made by any sound, symbol, or process attached to or logically associated with a record and executed and adopted by parties engaged in a transaction with you with the intent to demonstrate intent to execute such transaction.

22. Entire Agreement

These Terms, any registration form, and our Privacy Policy, as applicable, constitute the sole and entire agreement between you and the Company, with respect to the Services and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Services.

23. Disease and other Precautions

In the event that you meet with another party to effect the review or test drive or sale of a vehicle, you agree that you will conform to relevant state, federal, and WHO guidelines for any given pandemic or other widely communicable disease event. We waive any responsibility for the transmission of any disease that stems from a meeting planned through our Services, knowing that you have agreed to conform to relevant standards of precaution.

24. Consent to Electronic Communications

When you engage with us via the Services, send emails to us, or otherwise communicate with us via electronic means, you consent to receive communications from us electronically. We will communicate with you by email or by posting notices on the Services. You acknowledge that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Your use of some features of our Services may include our communicating with you via SMS or other text messages mechanisms (“Messages”). Your participation in these features, including by entering your phone number into the Services, constitutes your prior express written consent to receive Messages from Company, either directly or through our service providers, or from our customers and business partners; provided, however, that Company is not responsible and carries no liability for text messages, emails, or other electronic notifications sent directly by our customers to such users.

You certify, warrant, and represent that the telephone number(s) that you provide to us are your contact numbers and that you are permitted to receive calls or Messages at such telephone numbers. You shall promptly alert us whenever you stop using a particular telephone number.

Your consent includes your express consent for us to send you promotional, marketing, informational, and administrative Messages. You can unsubscribe from further Messages by replying STOP. Further, you acknowledge that your mobile carrier’s standard charges and data rates may apply received by you.

If you withdraw your consent to receive documents from us electronically, you must notify us by email at support@privateauto.com.

25. Related Third Parties and Their Terms

We use VINdata to provide vehicle values, VIN information, and vehicle history reports for vintage vehicles. View here

We use Plaid IDV to verify drivers licenses. View here

We use Google Analytics for general site traffic management. View here

We use Twilio and Plaid for verifying phone numbers. View here

We use Plaid to connect your financial institution with USALLIANCE Financial. View here

We use USALLIANCE Financial for our account processing services. View here

We use ActiveCampaign for our email campaigns and account notifications. View here

We use AutoCheck to provide our vehicle history reports. View here

We use RunBuggy to provide car shipping and transport services. View here

We use Hotjar to provide visual behavior insights and in-the-moment feedback for product development. View here

We use LemonSquad to provide used car inspection services. View here

We use Prove to verify your identity via your wireless carrier. View here