Use of motorvero Offers Services

You may receive an offer on the Site (together with any communication and any access to the Site or other motorvero technology in connection therewith, the “motorvero Offer Services”) from our affiliate CarOffer, LLC (“CarOffer”) to purchase your vehicle (an “Offer”). Offers, any vehicle purchase and sale transaction in connection therewith, and any access to a CarOffer platform, communication or other technology in connection therewith shall be governed by CarOffer’s Offer Terms. By accepting an Offer, you (i) agree that any vehicle-related information or information about you that you provide to motorvero in connection with a vehicle listing or a potential vehicle sale transaction may be shared with CarOffer, and (ii) agree to CarOffer’s Offer Terms as applicable to any Offer, resulting vehicle sale transaction, or matter relating thereto. For avoidance of doubt, any Offer is made by CarOffer and not motorvero, and any vehicle sale transaction in connection with the motorvero Offer Services is between CarOffer and you (and motorvero is not party to any such transaction). CarOffer shall be a third party beneficiary of these Terms and Conditions with respect to the motorvero Offer Services

Use of motorvero Site Listings Generally

FOR ALL SITE-RELATED SERVICES, motorvero 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 OUR SITE. motorvero does not hold or possess title for any vehicle listed for sale on our Site and motorvero is not a party to any vehicle sale contract between vehicle buyers and sellers that originates on or through the Site. All buyers and sellers must be at least 18 years old to use the Site and by using the Site, you represent that you are at least 18 years old. Information about a particular vehicle is supplied by the seller, not by motorvero, and the buyer is solely responsible for reading the full vehicle listing before making a commitment to buy. The price and other terms of any sale are arranged after negotiation between the buyer and the seller. motorvero is not responsible for incorrect information given by buyers or sellers, including (i) information regarding vehicles, including but not limited to vehicle mileage, condition, history, or photos of vehicles, and (ii) information about the identity, reliability or suitability of a buyer or seller. AutoCheck Vehicle History reports are provided for informational purposes only from an unaffiliated third-party vehicle report provider, and motorvero is not responsible for any incorrect information or mistakes. We cannot verify the information/photos that sellers supply or guarantee the vehicles they offer. When using this Site, please use common sense and good judgment. When dealing with prospective purchasers/sellers, we urge you to take the same precautions you would take if you were purchasing/selling a car through a classified ad in the newspaper or any other private sales transaction. motorvero MAKES NO GUARANTEES, WARRANTEES OR REPRESENTATIONS REGARDING ANY VEHICLES LISTED FOR SALE OR SOLD ON OUR SITE. VEHICLE SALES ARE “AS IS”. VEHICLE SALES ARE BETWEEN THE BUYER AND THE SELLER ONLY. motorvero DOES NOT OWN, INSPECT, BUY, OR SELL, ANY VEHICLES LISTED FOR SALE ON OUR SITE. ANY DISPUTE ABOUT THE CONDITION OF A VEHICLE SOLD THROUGH THE SITE IS BETWEEN THE BUYER AND SELLER ONLY. motorvero DOES NOT HOLD OR POSSESS TITLE FOR ANY VEHICLE LISTED FOR SALE ON OUR SITE. All applications for credit and/or lending arrangements are through one or more unaffiliated third-party providers over whom motorvero has no control. Any application for credit or lending arrangement, terms, conditions, warranties, or representations associated with any application for credit or lending arrangement, is solely between you and any such third-party provider. motorvero is not responsible or liable for any loss or damage incurred as the result of such application for credit or lending arrangement.

Use of Private Sale Services

motorvero includes a vehicle listing and information service on the private listing portion of the site, sometimes referred to as the "Private Listing Platform", that brings together private buyers and sellers. The information on vehicles provided through the Private Listing Platform is supplied by the seller or other third parties; motorvero is not responsible for the accuracy of such information. motorvero provides the Private Listing Platform services and the Site and all information and materials without conditions, representations or warranties of any kind, either expressed or implied. motorvero is not a party to any transaction between Private Listing Platform vehicle buyers and sellers. Vehicle prices do not include additional fees such as government fees and taxes, title and registration fees, licensing and plate fees, finance charges, dealer document preparation fees, and emission testing. You may pay a fee for access to certain motorvero services related to the Private Listing Platform. All such fees are payable in advance of the provision of any such service are nonrefundable. We may change these fees at any time in our sole discretion. You shall be solely responsible for the payment of any taxes applicable to its payment for and/or use of such services, other than taxes on motorvero’ income. Your obligation to pay the fees is unconditional and not dependent on level of promotion, number of ad impressions or exposures, sales, leads, or inspection outcomes. With respect to the Featured listing services offered on the Private Listing Platform, you acknowledge that your vehicle will only be eligible for promotion as a featured listing if (i) it receives a FAIR, GOOD, or GREAT motorvero Deal Rating or does not receive a motorvero Deal Rating, and (ii) your listing contains a valid VIN. Following payment, you will receive such services for the period of time specified at the time of purchase unless your listing is removed by you for any reason or by motorvero due to an issue with your listing. As a Private Listing Platform seller you represent and warrant: (i) 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, (ii) that all information submitted to motorvero about a particular vehicle and your contact information are accurate and true. In addition, you agree to approve listing descriptions as complete and accurate before publication, (iii) that all relevant vehicle information is included in the listing submission, (iv) that you are prepared to sell the listed vehicle at the price at which it is listed, (v) that you have possession of the actual vehicle listed and the proper authority to transfer title.

Dealer Use of Restricted Services

If you are a car dealer listing vehicles using motorvero’ Restricted listing services, you and your dealership’s access to and use of the Restricted services is subject to the Dealer Services Agreement.

Ownership And Intellectual Property

Except as otherwise indicated, all copyright rights and other intellectual property rights in this Site and its contents, including any and all messages, data, information, text, music, sound, photos, images, graphics, code, marks, logos, audio and video, footage, animations, podcasts, analyses, studies, reports, downloads, and other content contained herein ("Site Content") is owned by or licensed to motorvero, Inc., and protected by law, including copyright, database, trade secret, and trademark laws of the United States and all applicable jurisdictions, as well as other applicable state, national, and international laws and regulations. The Site Content is Copyright 2023, motorvero, Inc., all rights reserved. motorvero also owns copyright rights in the Site Content as a collective work and/or compilation, and in any and all databases accessible on or through the Site. motorvero, the motorvero Logo, and all other marks displayed on this site (the "Trademarks") are registered and/or common law trademarks of motorvero and/or various third parties. Except as expressly stated herein, nothing contained on this Site may be construed as granting, by implication, estoppel, or otherwise, any grant, license or right to use any Site Content or Trademarks without the prior written permission of motorvero or such other party that may own the Trademarks or any licensed copyrights. You agree not to directly or indirectly: attempt to register, challenge or contest the validity or the motorvero’ (or its licensor’s, as applicable) ownership of, such copyrights, Trademarks or any other motorvero’ intellectual property, or assist any third party in doing so.

Use of Chat Rooms, Bulletin Boards and Other Interactive Areas

The Site may contain discussion forums, bulletin boards, review services or other forums in which you or third parties may post reviews of automobiles and automotive related services or other content, messages, materials or other items on the Site ("Interactive Areas"). If motorvero provides such Interactive Areas, you are solely responsible for your use of such Interactive Areas and use them at your own risk. No action should be taken based upon any of the information contained in the Interactive Areas. You should seek independent professional advice from a person who is licensed and/or knowledgeable in the applicable automotive area before acting upon any opinion, advice, or information contained on the Site. All statements, information and other content submitted by users are solely the opinions of users, and not of motorvero. By posting or distributing any message, data, information, text, music, sound, photos, images, graphics, code, marks, logos or other content ("Content") to or through the Site, unless we indicate otherwise, you (a) grant motorvero and its affiliates and sublicensees a nonexclusive, royalty-free, perpetual, worldwide, transferable, irrevocable and fully sublicensable right to use, post, store, reproduce, modify, adapt, edit, translate, distribute, transmit, publish, create derivative works from and publicly display, telecommunicate and perform such Content throughout the world in any media, now known or hereafter devised; (b) grant motorvero and its affiliates and sublicensees the right to use the name that you submit in connection with such Content, if they choose in their absolute discretion; and (c) represent and warrant that (i) you own and/or control all of the rights to the Content that you post or otherwise distribute, or you otherwise have the lawful right to post and distribute such Content to or through the Site, and to grant the licenses granted herein; (ii) such Content is accurate and not misleading; and (iii) use and posting or other transmission of such Content does not violate these Terms and Conditions and will not violate any rights of or cause injury to any person or entity. You further grant motorvero the right to pursue at law any person or entity that violates your or motorvero' rights in the Content or breaches of these Terms and Conditions. motorvero takes no responsibility and assumes no liability for any Content posted, stored or uploaded by you or any third party, or for any loss or damage thereto or in connection therewith, nor is motorvero liable for any mistakes, inaccuracies, infringements, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. As a provider of interactive services, motorvero is not liable for any statements, representations or Content provided by its users in any public forum, personal home page or any Interactive Area. Although motorvero has no obligation to screen, edit or monitor any of the Content posted to or distributed through any Interactive Area, motorvero reserves the right, and has absolute discretion, to remove, screen or edit without notice any Content posted or stored on the Site at any time and for any reason and without liability to you or any third party, and you are solely responsible for creating backup copies of and replacing any Content you post or store on the Site at your sole cost and expense. Any use of the Interactive Areas or other portions of the Site in violation of the foregoing violates these Terms and Conditions and may result in, among other things, termination or suspension of your rights to use the Interactive Areas and/or the Site. In order to cooperate with legitimate governmental requests, subpoenas or court orders, to protect motorvero’ systems and customers, or to ensure the integrity and operation of motorvero business and systems, motorvero may access and disclose any information it considers necessary or appropriate, including, without limitation, user profile information (i.e. name, email address, etc.), IP addressing and traffic information, usage history, and posted Content. motorvero’ right to disclose any such information, as applicable, shall be pursuant to the terms of motorvero’ Privacy Policy. Please see motorvero’ Privacy Policy for the terms of motorvero’ personal data collection and use practices with respect to the Site. By using this Site, you consent to motorvero’ collection and use of personal data as set forth in motorvero’ Privacy Policy.

Prohibited Activities

By using this Site, you expressly agree not to use, reproduce, modify, adapt, edit, translate, publicly display, telecommunicate or perform, post, upload to, transmit, distribute, store, create derivative works from or otherwise publish throughout the World, in any media, now known or hereafter devised, on or through the Site any of the following:

1. Content that is unlawful, untrue, libelous, defamatory, slanderous, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable or inappropriate;
2. Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, foreign, national or international law, including, without limitation, the regulations of the U.S. Securities and Exchange Commission, the Canadian Securities Commission or any rules of a securities exchange such as the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market or the Toronto Stock Exchange;
3. Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party (including rights of privacy and publicity);
4. Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity
5. Unsolicited promotions, political campaigning, advertising or solicitations;
6. Private or personally identifiable information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;
7. Viruses, corrupted data or other harmful, disruptive or destructive files;
8. Content that is unrelated to the purpose of the area of the Site in which such Content is posted;
9. Content submitted using the Site’s vehicle listing lead forms or other lead submission functionality for any purpose other than genuine consumer inquiries relating to the vehicle listed, including (a) to promote products or services, (b) to inquire about or conduct dealer-to-dealer or other wholesale vehicle transactions, or (c) for any other business/commercial purpose;
10. Content that, in the sole judgment of motorvero, contravenes the above, is otherwise objectionable or inappropriate, or which restricts or inhibits any other person from using or enjoying the Site, or which may expose motorvero or its affiliates or its users to any harm or liability of any type.

You further agree that you will not attempt or do any of the following:

1. Interfere with or disrupt the Site or our computer systems, servers, or networks;
2. Attempt to gain unauthorized access to any part of the Site, to accounts that belong to other users, or to computer systems or networks connected to the Site; or
3. Engage in any systematic extraction of data or data fields, including, without limitation, email addresses, by use of any automated mechanism, such as web robots, crawlers, or spiders (except in strict conformance with the Robots Exclusion Protocol) or otherwise.

Rights to User Content

Content submitted by users will be considered non-confidential and motorvero is under no obligation to treat such Content as confidential or proprietary information. Without limiting the foregoing, motorvero reserves the right to use the Content as it deems appropriate, including, without limitation, posting, reproducing, adapting, translating, publicly displaying, telecommunicating or performing, uploading to, transmitting, distributing, storing, creating derivative works from, publishing, deleting, editing, modifying, rejecting, or refusing to post it. motorvero is under no obligation to offer you or make any payment for Content that you submit or its use as contemplated herein or for your permission or license to edit, delete or otherwise modify Content once it has been submitted to motorvero. motorvero shall have no duty to attribute authorship of Content to you, and shall not be obligated to enforce any form of attribution by third parties. If it is determined that you retain moral rights (including rights of attribution or integrity) in the Content, you hereby declare that (a) you do not require that any personally identifying information be used in connection with the Content, or any derivative works of or upgrades or updates thereto; (b) you have no objection to the publication, use, modification, deletion and exploitation of the Content by motorvero or its licensees or sublicensees, successors and assigns; (c) you forever irrevocably waive in favor of motorvero and its successors, assigns, officers, employees, affiliates, agents and sublicensees, and agree not to claim or assert any entitlement to, any and all moral rights you may have as an author throughout the World in any of the Content; and (d) you forever release motorvero, and its licensees, successors and assigns, from any claims that you could otherwise assert against motorvero by virtue of any such moral rights.

Grant of License; Use Of The Site

Motorvero grants to you a personal, revocable, nonexclusive, non-transferable license to view, download, and print limited portions of the Site Content available in the public areas of the Site subject to the following conditions: (i) you may only do so on an occasional basis for your own personal and non-commercial use; (ii) you may not modify the Site Content; (iii) any displays or printouts of Site Content must be marked "© 2019, Motorvero, Inc., All rights reserved."; (iv) you may not remove or modify any copyright, trademark, or other proprietary notices that have been placed in/on the Site Content by Motorvero; and (v) you may not reproduce, modify, adapt, translate, edit, upload to, transmit, store, further post, mirror, frame, “deep link,” “scrape,” data mine, prepare derivative works from, sell or distribute or publicly display, perform or telecommunicate Site Content, except as provided herein. Except as expressly permitted above, copying, transmission, reproduction, public display, performance or telecommunication, reproduction, republication, modification, adaptation, translation, editing, storing, transmitting, creation of derivative works, posting, or redistribution of the Site Content or any portion thereof is strictly prohibited without the prior written permission of Motorvero. To request permission, you may contact Motorvero as follows:

• By electronic mail to: copyright@Motorvero.com
• Or by regular mail to:




Editor
Motorvero, Inc.
2 Canal Park, 4th Floor
Cambridge, MA 02141

WARRANTY DISCLAIMER

motorvero, INC. MAKES NO CONDITION, REPRESENTATION OR WARRANTY OF ANY KIND REGARDING THE SUITABILITY OF THE SITE CONTENT, OR ANY PORTION THEREOF, FOR ANY PURPOSE. THE SITE, ALL SITE CONTENT, AND ALL OTHER CONTENT AVAILABLE ON OR THROUGH THE SITE ARE PROVIDED ON AN "AS IS," “AS AVAILABLE” BASIS, AND motorvero, INC. EXPRESSLY DISCLAIMS ANY AND ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR USE, INCLUDING ALL IMPLIED WARRANTIES IN CONNECTION WITH THE FOREGOING. motorvero, INC. ALSO EXPRESSLY DISCLAIMS ANY CONDITION, WARRANTY OR REPRESENTATION AS TO THE ACCURACY, RESULTS, TIMELINESS, COMPLETENESS, NON-INFRINGEMENT, OR PROPRIETARY CHARACTER OF THE SITE, ALL SITE CONTENT, AND ALL OTHER CONTENT AVAILABLE ON OR THROUGH THE SITE. motorvero DOES NOT GUARANTEE THAT THE SITE WILL BE ERROR FREE, OR CONTINUOUSLY AVAILABLE, OR THAT THE SITE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU WAIVE AND COVENANT NOT TO ASSERT ANY CLAIMS OR ALLEGATIONS OF ANY NATURE WHATSOEVER ARISING FROM OR RELATING TO YOUR USE OF THE SITE, INCLUDING, WITHOUT LIMITATION, ALL CLAIMS AND ALLEGATIONS RELATING TO THE ALLEGED INFRINGEMENT OF PROPRIETARY RIGHTS, THE ALLEGED INACCURACY OF SITE CONTENT, YOUR INABILITY TO ACCESS THE SITE AT ANY GIVEN TIME, OR ALLEGATIONS THAT motorvero, INC. HAS OR SHOULD INDEMNIFY, DEFEND, OR HOLD YOU HARMLESS FROM ANY CLAIM OR ALLEGATION ARISING FROM YOUR USE OR OTHER EXPLOITATION OF THE SITE

LIMITATION OF LIABILITY

YOU USE THE SITE AT YOUR OWN RISK AND NEITHER motorvero, INC., ITS AFFILIATES AND SUBLICENSEE NOR THE PARTIES WHO PROVIDE INFORMATION AND MATERIAL FOR PUBLICATION WITHIN THE SITE CONTENT SHALL BE LIABLE FOR ANY DAMAGES OF ANY SORT ARISING FROM YOUR USE OF OR INABILITY TO USE THE SITE OR ANY PRODUCT OR SERVICE LINKED TO OR FROM OR ADVERTISED OR PROMOTED ON THE SITE, INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR OTHER DAMAGES OF ANY KIND (INCLUDING LOST REVENUES OR PROFITS, LOSS OF BUSINESS, AND LOSS OF DATA), EVEN IF WE ARE ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. TO THE EXTENT PERMITTED BY LAW, motorvero ALSO DISCLAIMS LIABILITY FOR ANY DIRECT DAMAGES BASED ON YOUR ACCESS OR USE OF THE SITE AND THE SITE CONTENT. IF motorvero IS FOUND TO BE LIABLE UNDER THIS AGREEMENT, INCLUDING FOR DIRECT OR ANY TYPE OF DAMAGES, OUR AGGREGATE LIABILITY TO YOU OR TO ANY THIRD PARTY IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES PAID BY YOU IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY; OR (B) $100. YOU AGREE TO INDEMNIFY motorvero AND ITS OWNERS, SHAREHOLDERS, SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, PARTNERS, AND LICENSORS, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, AND HOLD ALL OF THE FOREGOING HARMLESS, FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITY AND EXPENSES, INCLUDING ATTORNEYS FEES, ARISING FROM OR RELATED IN ANY WAY TO YOUR USE OF THE SITE OR ANY BREACH OF THESE TERMS AND CONDITIONS.

Links To Other Sites

The Site contains links to third-party web sites. The linked sites are not under the control of motorvero, and motorvero is not responsible for the contents of any linked site. motorvero provides these links as a convenience, and a link does not imply endorsement of, sponsorship of, or affiliation with the linked site by motorvero. Linked sites are owned and operated by independent retailers or service providers, and therefore, motorvero cannot ensure that you will be satisfied with their products, services, or business practices. You should make whatever investigation you feel necessary or appropriate, including reviewing their Terms of Use and Privacy Policies, before proceeding with any transaction with any of these third parties.

Digital Millennium Copyright Act Compliance

Motorvero complies with the provisions of the Digital Millennium Copyright Act applicable to internet service providers (17 U.S.C. SS 512). If you have any complaints or objections to material posted on this Site, or if you believe that material posted on this Site infringes a copyright that you hold, you may contact our Designated Agent at the address provided below. According to the U.S. Digital Millennium Copyright Act, 17 U.S.C. Sec. 512(c)(3), your notice must comply with the following requirements:

1. A physical or electronic signature of the copyright owner or person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Motorvero to locate the material;
4. Information reasonably sufficient to permit Motorvero to contact you, such as address, telephone number, and, if available, an electronic mail address at which you may be contacted;
5. A statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
6. A statement that the information in the notification is accurate and under penalty of perjury, that you are the copyright owner or authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

The Designated Agent for notice of copyright infringement claims may be reached as follows:

Editor
Motorvero, Inc.
2 Canal Park, 4th Floor
Cambridge, MA 02141
copyright@motorvero.com

SMS Terms

If you submit your phone number on motorvero, you agree to receive text messages in connection with your vehicle shopping interests. You may receive text messages from motorvero, from motorvero’ service provider(s), from a vehicle’s seller or from any of seller’s agents. Text messages from a vehicle’s seller will be subject to the seller’s policies, procedures, and compliance protocols, of which motorvero has no control. You can cancel the SMS service from motorvero at any time. Just text "STOP" to the short code. After you send the SMS message "STOP" to us, we will send you an SMS message to confirm that you have been unsubscribed from SMS messages from motorvero. After this, you will no longer receive SMS messages from us. If you want to join again, just sign up as you did the first time and we will start sending SMS messages to you again. If you are experiencing issues with the messaging program you can reply with the keyword HELP for more assistance. Carriers are not liable for delayed or undelivered messages. As always, message and data rates may apply for any messages sent to you from us and to us from you. If you have any questions about your text plan or data plan, it is best to contact your wireless provider.

Applicable Law and Jurisdiction

The Site (excluding links to third-party sites) is owned and controlled by Motorvero, and operated by Motorvero from its offices in and around Cambridge, MA. While Motorvero has made no effort to publish the Site elsewhere, because this Site is published on the World Wide Web it is accessible in all fifty states of the United States, Canada and in other countries. Each of these places has laws that may differ from those of Massachusetts and from each other. You and Motorvero both benefit from establishing a predictable legal environment in which to publish, access and use this Site. Therefore, by publishing, accessing, and/or using the Site, you and Motorvero explicitly agree that all disputes, claims, or other matters arising from or relating to your use of this Site will be governed by the laws of the Commonwealth of Massachusetts, without regard to its conflicts of law principles. You agree that all claims you may have against Motorvero arising from or relating to the operation or use of this Site will be heard and resolved according to the Section below captioned “Dispute Resolution – Mandatory Arbitration and Class Acton Waiver.” If you chose to access this Site from locations other than Boston, MA, you will be responsible for compliance with all local laws of such other jurisdiction.

DISPUTE RESOLUTION – MANDATORY ARBITRATION AND CLASS ACTION WAIVER

1. Binding Arbitration

Except as specifically stated herein, any dispute or claim between you and Motorvero arising out of, or relating in any way to, the Terms and Conditions, the Site, content, or your use of the Site or the Interactive Areas (“Disputes”) shall be resolved exclusively by final, binding arbitration; except that you may bring a qualifying claim over a Dispute in a small claims court in Middlesex County, Massachusetts. By virtue of this Arbitration Agreement (defined below), you and Motorvero is each giving up the right to go to court and have a Dispute heard by a judge or jury (except as otherwise set forth in this “DISPUTE RESOLUTION – MANDATORY ARBITRATION AND CLASS ACTION WAIVER” Section). The provisions of this “DISPUTE RESOLUTION – MANDATORY ARBITRATION AND CLASS ACTION WAIVER” Section shall constitute your and Motorvero’ written agreement to arbitrate Disputes under the Federal Arbitration Act (“Arbitration Agreement”). Any modification to this Arbitration Agreement, to be effective, must be in writing and signed by you and Motorvero. The arbitration will be administered by the American Arbitration Association (“AAA”) and conducted before a single arbitrator pursuant to its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes, available at http://www.adr.org or by calling 800-778-7879. The arbitrator will apply and be bound by this Agreement, apply applicable law and the facts, and issue a reasoned decision or award.

To begin an arbitration proceeding, you must comply with the limitations provision set forth in subsection 5 below of this DISPUTE RESOLUTION – MANDATORY ARBITRATION AND CLASS ACTION WAIVER” Section and submit the Dispute by utilizing the forms available at http://www.adr.org, and simultaneously sending a copy of the completed form to the following address: Attn: Director of Legal, Motorvero, Inc., 2 Canal Park, Cambridge, MA 02141. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. The arbitration will be conducted based upon written submissions unless you request and/or the arbitrator determines that a telephone or in-person hearing is necessary. If the arbitrator grants the request or determines an in-person hearing is necessary, the hearing will proceed in Cambridge, Massachusetts, unless the arbitrator determines or we agree that the matter should proceed in the county in which you reside (which county must be in the continental United States of America).

2. No Class Action Matters

We each agree that we shall bring any Dispute against the other in our respective individual capacities and not as a plaintiff or class member in any purported class, consolidated or representative proceeding or as an association. In addition, we each agree that Disputes shall be arbitrated only on an individual basis and not in a class, consolidated or representative action. The arbitrator shall not have the power to vary these provisions.

3. Choice of Law and Forum; No Jury Trial

If for any reason a Dispute proceeds in court: (a) you agree that any such Dispute may only be instituted in a state or federal court of competent subject matter jurisdiction located in Middlesex County, Massachusetts; (b) you and Motorvero irrevocably consent and submit to the exclusive personal jurisdiction and venue of such courts for resolution of such Disputes, stipulate to the fairness and convenience of such courts and covenant not to assert any objection to proceeding in such courts; (c) you and Motorvero agree that the Federal Arbitration Act, the AAA rules, applicable federal law and the laws of the Commonwealth of Massachusetts, without regard to principles of conflicts of law, will govern this Agreement and any Disputes; and (d) you and Motorvero agree to waive any right to a trial by jury.

4. Injunctive Relief

Notwithstanding anything to the contrary in this Agreement, either party may bring suit in court seeking an injunction or other equitable relief arising out of or relating to the infringement of a party’s intellectual property or any conduct that violates the ”Ownership And Intellectual Property” section of the Terms of Use(“Your Conduct”).

Time Limitations

If either of us wants to assert a Dispute against the other, the party with a Dispute must institute arbitration within one (1) year from the date the Dispute arose. Absent commencing the arbitration within one (1) year from the date the Dispute arose, the Dispute(s) will be forever barred.

6. Severability

If any part of this “DISPUTE RESOLUTION – MANDATORY ARBITRATION AND CLASS ACTION WAIVER” Section is ruled to be unenforceable, then the balance of this “DISPUTE RESOLUTION – MANDATORY ARBITRATION AND CLASS ACTION WAIVER” Section shall remain in full effect and construed and enforced as if the portion ruled unenforceable were not contained herein.

Assumption of Risk

You use the Internet solely at your own risk and subject to all applicable local, state, national, and international laws and regulations. Although Motorvero has endeavored to create a secure and reliable Site, the confidentiality of any communication or material transmitted to/from this Site over the Internet cannot be guaranteed. Accordingly, Motorvero is not responsible for the security of any information transmitted via the Internet, the accuracy of the information contained on the Site, or for the consequences of any reliance on such information. Motorvero shall have no liability for interruptions or omissions in Internet, network or hosting services. You assume the sole and complete risk of using this Site.

Modifications to the Site

Motorvero may change, restrict access to, suspend, or discontinue any aspect of the Motorvero.com service or the Site at any time, including availability of any feature, database, or content. Motorvero may also impose limits on certain features and services or restrict your access to all or parts of the Motorvero.com web site without notice or liability. Motorvero may remove any review from the Site if Motorvero determines, in its sole discretion, that the review may be false or fraudulent. Motorvero may exclude or remove vehicle prices from the Site if Motorvero determines, in its sole discretion, that the prices violate Guidelines for Dealer Pricing and Marketing, which are accessible to vehicle dealers at Dealer Pricing Policy. Motorvero may exclude or remove from the Site embedded contact information in (i) a dealer’s description of a vehicle and/or (ii) images, often known as "Watermarking," if Motorvero determines in its sole discretion that such information is embedded with the intent of circumventing the Motorvero lead routing process.

Motorvero reserves the right (but assumes no obligation) to delete, move, condense or edit any content on the Site that comes to Motorvero' attention and that Motorvero considers unacceptable or inappropriate, whether for legal or other reasons.

Termination

You agree that we may, under some circumstances and without prior individual notice to you, terminate your use of and access to any of the parts of the Site to which we restrict access, for example, by requiring registration. Some of the reasons for such termination may include, but are not limited to, (a) a breach or violation or suspected breach or violation of these Terms and Conditions or other incorporated terms or guidelines, (b) a request by law enforcement or another government agency, (c) our decision to discontinue or change all or part of the Site, (d) technical or security issues, and (e) fraudulent or illegal activities. All terminations will be made in our sole discretion and you agree that we will not be liable for any termination of your use of or access to the Site or any part of the Site.

Miscellaneous

This agreement may not be assigned by you without the prior written consent of Motorvero. Any attempted assignment that does not comply with these Terms and Conditions shall be null and void. Motorvero may assign these Terms and Conditions, in whole or in part, to any third-party in its sole discretion. These terms and Conditions shall inure to the benefit of and be binding upon the parties hereto, and their permitted successors, permitted assigns, heirs, and legal and personal representatives. If any provisions of this agreement are held to be invalid or unenforceable by an arbitrator or a court of competent jurisdiction, any such provision(s) shall be enforced to the maximum extent permissible so as to effect the intent of the parties and shall not affect the validity or enforceability of any other provisions herein, and the remainder of this Agreement shall continue in full force and effect. Any waiver of any provision herein, to be effective, must be in writing signed by an authorized officer of Motorvero, and shall not constitute a waiver of any other provision herein or a continuing waiver of any future breaches of the same provision.

Entire Agreement/Reservation of Rights

These Terms and Conditions and Motorvero’ Privacy Policy represent the entire agreement between you and Motorvero with respect to your access to or use of any material available on or through the Site, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between you and Motorvero with respect to same. Any rights not expressly granted under this Agreement are reserved.

Additional Credits

• "Silk" icons courtesy of famfamfam.
• "Fugue" icons courtesy of Yusuke Kamiyamane
• Flags icons courtesy of Vector Templates
• Camera from The Noun Project
• History designed by Alexander Bickov from the Noun Project
• Fire designed by Arjun Adamson from The Noun Project
• Back designed by SuperAtic Labs from The Noun Project
• Tools designed by John Caserta from The Noun Project
• Cars designed by Dmitry Baranovskiy from The Noun Project
• Question designed by Martin Delin from The Noun Project
• Thumbs Up designed by Alv Jørgen Bovolden from The Noun Project
• Research designed by Brennan Novak from The Noun Project