ELITE AUTO AUCTIONS TERMS OF USE AGREEMENT

Effective Date: January 24, 2025

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING ELITEAUTOAUCTIONS.COM.

These Terms of Use constitute a legally binding agreement between you and Elite Auto Auctions concerning your access to and use of EliteAutoAuctions.com, your account, vehicle listings, bidding services, membership services, and other services made available through the website.

By accessing the Site, creating an account, submitting a bid, requesting the purchase of a vehicle, making a payment, or otherwise using the Services, you acknowledge that you have read, understood, and agreed to these Terms.

1. ACCEPTANCE OF TERMS

Welcome to EliteAutoAuctions.com (the “Site”).

These Terms of Use (“Terms” or “Agreement”) govern your access to and use of the Site and services provided through Elite Auto Auctions (“Elite Auto Auctions,” “Elite,” “Company,” “we,” “us,” or “our”).

By accessing, registering with, submitting bids through, purchasing services through, or otherwise using the Site, you agree to be bound by this Agreement and all policies incorporated into it by reference, including our Privacy Policy, Fees and Refund Policy, and any transaction-specific terms or agreements applicable to services you use.

If you do not agree to these Terms, you should not access or use the Services.

By registering or otherwise providing contact information, you consent to receive service-related communications and, where separately authorized or permitted by law, marketing communications, including SMS messages. Consent to receive marketing messages is not a condition of purchase. You may opt out of SMS messages by following the instructions in the Messaging Terms and Conditions below or by contacting [email protected].

2. CHANGES TO THESE TERMS

Elite Auto Auctions may modify these Terms from time to time.

Updated Terms will become effective upon posting to the Site unless otherwise required by applicable law.

Where appropriate, we may also provide notice of material changes through email, account notification, or another reasonable method.

Your continued use of the Site following the effective date of revised Terms constitutes acceptance of those revised Terms to the extent permitted by applicable law.

3. ELIGIBILITY AND ACCOUNT RESPONSIBILITY

The Services are available only to persons legally capable of entering into binding contracts.

Users under eighteen (18) years of age may not create an account or use the Services.

You are responsible for maintaining the confidentiality and security of your username, password, and other account credentials.

You are responsible for activities conducted through your account unless otherwise required by applicable law.

You must promptly notify Elite Auto Auctions if you believe your account has been accessed or used without authorization.

Accounts may not be transferred, assigned, sold, or made available to another person without our prior written authorization.

4. NATURE OF ELITE AUTO AUCTIONS' SERVICES

Elite Auto Auctions operates an online vehicle remarketing and technology platform.

Elite Auto Auctions provides users with access to vehicle inventory and related information obtained from independent sources, which may include licensed dealers, insurance auctions, wholesale auctions, financial institutions, insurance companies, remarketing companies, vehicle sellers, and other third-party providers.

Elite Auto Auctions also facilitates the submission of bids, offers, purchase requests, and other communications related to vehicles offered through independent auction and remarketing channels.

Elite Auto Auctions is not itself the underlying insurance auction or wholesale auction conducting the vehicle sale and does not guarantee that the highest bid submitted through the Site will secure a vehicle at the underlying auction.

5. NO DEALER REPRESENTATION

Elite Auto Auctions is not a licensed motor vehicle dealer and does not represent itself as the dealer of record for vehicles displayed through the Site.

Elite Auto Auctions does not itself take title to vehicles merely because a vehicle is displayed through the Site.

Where applicable, vehicle purchases, title transfers, and related dealer activities are facilitated or performed by independent licensed dealers or other properly authorized entities.

Elite Auto Auctions does not independently warrant or guarantee vehicle title, condition, mileage, availability, or delivery except where Elite expressly agrees otherwise in writing.

Nothing contained in these Terms is intended to eliminate or alter any disclosure or other obligation imposed by applicable law.

6. THIRD-PARTY VEHICLE DATA, APIs, DDR FEEDS AND AUTOMATED INFORMATION

A. Sources of Vehicle Information

Elite Auto Auctions displays substantial amounts of vehicle inventory and related information obtained from independent third-party sources.

These sources may include:

licensed dealers; insurance auctions; wholesale auctions; vehicle sellers; insurance companies; financial institutions; remarketing companies; salvage auctions; vehicle-data providers; VIN-data providers; and other independent sources.

Information may be transmitted to Elite through automated technologies and electronic systems, including:

application programming interfaces (“APIs”), DDR or other electronic data feeds, database integrations, XML or similar feeds, bulk data transmissions, VIN-decoding systems, software integrations, and other automated technologies.

Elite Auto Auctions does not originate, create, manipulate, or independently verify all information supplied by these independent third-party sources.

In many instances, information is automatically received, processed, mapped, categorized, reformatted, synchronized, updated, and displayed by computer systems substantially as transmitted by the originating source.

B. NO GUARANTEE OF THIRD-PARTY DATA

Although Elite Auto Auctions endeavors to display information accurately, Elite cannot guarantee and does not warrant that information received from third parties or transmitted through automated systems will always be:

accurate, complete, reliable, current, timely, properly transmitted, properly categorized, or error-free.

The appearance of information on the Site does not mean that Elite independently inspected the vehicle or authenticated, certified, or independently verified every item of information appearing in the listing.

Unless Elite expressly states otherwise in writing, vehicle information received from third parties should be considered source-reported information.

7. TECHNOLOGY, TRANSMISSION AND DATA-FEED ERRORS

Users acknowledge that automated technology, computer systems, electronic databases, and electronic data transmission are inherently subject to occasional errors, delays, and inconsistencies.

Information displayed through the Site may be affected by:

• incorrect information supplied by an auction, seller, dealer, or data provider;
• incorrect data entry or human error;
• API errors;
• DDR or other data-feed errors;
• delayed or incomplete data transmissions;
• interrupted or lost transmissions;
• synchronization delays;
• database errors;
• software or programming errors;
• VIN-decoding errors;
• data-mapping errors;
• formatting or categorization errors;
• duplicated or corrupted data;
• system incompatibilities;
• technical malfunctions;
• stale or outdated information;
• omissions;
• communication failures;
• third-party system failures; or
• other technological or source-data errors beyond Elite Auto Auctions' reasonable control.

Elite Auto Auctions does not warrant that information electronically transmitted to, processed by, or displayed through the Site will be free from such errors, omissions, delays, or discrepancies.

8. VEHICLE INFORMATION COVERED BY THIRD-PARTY DATA DISCLAIMER

Without limitation, information received from third parties or automated systems may include:

mileage and odometer readings; odometer status; VIN information; year; make; model; trim; body style; engine; transmission; drivetrain; fuel type; options; equipment; specifications; title type; title status; title brand; title availability; vehicle condition; primary damage; secondary damage; loss type; estimated repair cost; estimated retail value; actual cash value; run-and-drive status; engine-start status; key availability; airbag information; photographs; videos; vehicle location; sale location; seller information; auction dates; sale status; current bids; Buy Now amounts; estimated values; and other vehicle-related information.

Unless expressly represented otherwise by Elite Auto Auctions in writing, such information should be considered source-reported information that has not necessarily been independently verified by Elite Auto Auctions.

9. MILEAGE AND ODOMETER INFORMATION

Mileage and odometer information displayed through the Site may be supplied electronically by an auction, seller, dealer, data provider, VIN database, or another third-party source.

Elite Auto Auctions does not physically inspect every vehicle or independently inspect every vehicle's odometer.

Elite therefore does not independently determine whether electronically supplied mileage represents actual mileage, exceeds mechanical limits, reflects an odometer discrepancy, or otherwise accurately represents the complete mileage history of a vehicle unless Elite expressly states otherwise in writing.

Mileage values, mileage descriptions, odometer codes, and mileage designations received from third-party sources should therefore be understood as source-reported information and not an independent mileage certification by Elite Auto Auctions.

Nothing contained in these Terms is intended to replace, modify, waive, or circumvent an odometer disclosure required by applicable federal or state law.

10. VEHICLE CONDITION, PHOTOGRAPHS AND DESCRIPTIONS

Vehicle photographs, videos, condition reports, damage descriptions, equipment descriptions, and other vehicle information may originate from independent third parties.

Photographs may not show every defect, mechanical problem, missing component, prior repair, structural issue, cosmetic condition, or other characteristic of a vehicle.

The absence of visible damage in photographs does not constitute a representation or warranty that additional damage or defects do not exist.

Descriptions such as:

“Run and Drive,” “Runs,” “Starts,” “Engine Start,” “Keys Present,” “Clean Title,” “Salvage,” “Hail Damage,” “Primary Damage,” “Secondary Damage,”

or similar terminology may represent information reported by the originating auction, seller, dealer, or other third-party source at a particular point in time.

Unless expressly stated otherwise by Elite in writing, these descriptions do not constitute an independent inspection, certification, or warranty by Elite Auto Auctions concerning the vehicle's present or future condition or operation.

11. USER'S RESPONSIBILITY TO VERIFY MATERIAL VEHICLE INFORMATION

Because vehicle information may originate from independent third parties and automated systems, users are responsible for reviewing information material to their purchasing decision before submitting a binding bid or completing a purchase, to the extent such verification is reasonably available.

Users should review available photographs, title information, source documentation, seller disclosures, auction disclosures, condition reports, vehicle-history information, and other available records.

Users should not rely exclusively upon automatically generated or electronically transmitted listing information where a particular vehicle characteristic is material to their purchasing decision.

Questions concerning material vehicle information should be raised before submitting a binding purchase commitment whenever reasonably possible.

12. CONFLICTING OR INCORRECT INFORMATION

If information displayed on the Site conflicts with title documents, legally required disclosures, originating auction information, seller disclosures, condition reports, or other authoritative source documentation, users should notify Elite Auto Auctions promptly and before completing the transaction whenever reasonably possible.

Elite Auto Auctions reserves the right, subject to applicable law, to:

correct, update, modify, suspend, withdraw, or cancel a listing or transaction containing a material data, pricing, description, mileage, title, bidding, software, transmission, synchronization, or other error.

The correction of information does not constitute an admission that Elite Auto Auctions created, originated, manipulated, or knowingly published the erroneous information.

13. FEES AND SERVICES

A. Registration and Bidding

Registration is free unless otherwise stated.

To place bids, a minimum deposit of $600 or 10% of the bid amount, whichever is greater, may be required.

Elite may also offer paid membership programs, including VIP Membership, providing access to additional vehicle inventory or services. Such memberships may be governed by additional terms presented when the user enrolls.

B. Fees

Users are responsible for all fees disclosed in connection with the Services or transaction.

Elite Auto Auctions may modify its fee structure upon thirty (30) days' notice unless a shorter period is permitted by applicable law.

Promotional or new-service pricing may become effective when posted or offered.

C. Administrative Fee for Contract Breach

By using the Services, the user acknowledges and agrees that a breach of these Terms or another agreement between the user and Elite Auto Auctions may cause substantial administrative, customer-acquisition, legal, enforcement, and related costs to the Company.

Accordingly, to the fullest extent permitted by applicable law, Elite Auto Auctions may assess and retain a non-refundable administrative fee of Seven Hundred Fifty Dollars ($750) (the “Breach Fee”), in addition to any other fees, damages, or legal remedies available under these Terms or applicable law. The parties acknowledge and agree that the Breach Fee is intended as a reasonable estimate of costs the Company anticipates incurring as a result of a breach and is not intended as a penalty.

To the fullest extent permitted by applicable law, the user agrees not to contest, dispute, or seek to offset the Breach Fee in a legal, arbitration, or administrative proceeding. Enforcement of the Breach Fee is governed by the Dispute Resolution provisions of these Terms.

Nothing in this subsection waives any right or remedy available to the Company or any non-waivable right or defense available to the user under applicable law.

14. CONTROL OF VEHICLES AND THIRD-PARTY SALES

Elite Auto Auctions does not control the underlying auction, seller, insurance company, financial institution, or other third party supplying a vehicle.

Elite therefore cannot guarantee that a particular vehicle will remain available or that an underlying seller will complete a transaction.

A vehicle may be withdrawn, sold, reassigned, removed, or otherwise become unavailable before completion of a transaction.

Vehicles and vehicle information are provided on an “AS IS” basis to the fullest extent permitted by applicable law.

Where a vehicle becomes unavailable after a transaction commitment because an underlying auction, insurance company, seller, broker, or other source has sold, reassigned, or withdrawn the vehicle, the user agrees to accept, or at least work with Elite Auto Auctions to locate, a comparable vehicle fitting substantially the same criteria during a sixty (60) to ninety (90) day period.

After the ninety (90) day period has elapsed, a user who no longer wishes to continue searching for a comparable vehicle must request a refund in writing. If the user elects the Early Termination Fee option and executes the applicable Election Form, a thirty percent (30%) early termination fee will be deducted from the user's account, and the remaining account balance will be refunded within fifteen (15) days after execution of the Election Form, subject to applicable law.

The parties agree that the Early Termination Fee represents reasonable compensation to Elite Auto Auctions for administrative, legal, and other costs incurred or expected to be incurred as a result of waiving the ninety-day comparable-vehicle acceptance requirement at the user's request, and is not intended as a penalty.

Except as expressly stated above, the user's rights and obligations concerning a comparable replacement vehicle or refund are also governed by the applicable transaction agreement and Elite Auto Auctions' Fees and Refund Policy.

15. BIDS, OFFERS AND PURCHASE REQUESTS

A. Binding Offers

Submitting a bid or purchase request constitutes an offer or commitment subject to the applicable auction, seller, dealer, or transaction requirements.

If the bid or purchase request is successful, the user agrees to satisfy the applicable payment and transaction obligations.

Bids are final except where Elite or the underlying seller permits cancellation or where cancellation is required by applicable law.

B. Payment

Unless otherwise stated, payment for a successful transaction must be completed within twenty-four (24) hours or within the deadline specified in the applicable transaction documents.

Failure to timely pay may result in account suspension, loss or application of a deposit, cancellation of the transaction, and applicable fees to the extent permitted by the user's agreements and applicable law.

C. Bid Adjustments

Additional deposits or other requirements may apply based upon the amount of a bid or requirements imposed by the underlying auction, dealer, or seller.

16. SALE WITHDRAWAL, CANCELLATION AND CORRECTION RIGHTS

Elite Auto Auctions may, subject to applicable law and applicable transaction agreements, postpone, cancel, suspend, correct, or withdraw a vehicle listing or transaction where reasonably necessary because of:

a vehicle becoming unavailable; seller withdrawal; underlying auction cancellation; fraud or suspected fraud; material misrepresentation; duplicate sale; pricing error; bidding error; mileage or odometer discrepancy; title discrepancy; data-feed error; API or DDR error; software or system malfunction; incorrect third-party information; regulatory or legal requirements; or another material defect affecting the listing or transaction.

Elite Auto Auctions may also take reasonable corrective action where information received from an underlying seller or electronic system is subsequently determined to be materially incorrect.

To the fullest extent permitted by applicable law, Elite Auto Auctions may exercise these rights at any stage, including after a purchase has been initiated or completed, with or without prior notice when circumstances reasonably require immediate action. Elite Auto Auctions will not be liable for a withdrawal, cancellation, correction, or reversal except to the extent liability cannot lawfully be excluded or limited.

Nothing in this section authorizes Elite Auto Auctions to disregard rights or remedies that cannot lawfully be waived.

17. TITLE AND VEHICLE RELEASE

Elite Auto Auctions is not itself responsible for every underlying title transfer.

Title transfer, assignment, and vehicle release may be performed by a licensed dealer, auction, seller, or other authorized entity involved in the transaction.

Vehicle or title release may be delayed or restricted where legal, regulatory, contractual, payment, fraud-prevention, identity-verification, seller, auction, or title-processing requirements apply.

Nothing contained in these Terms eliminates any title-delivery obligation imposed by applicable law upon the party legally responsible for that obligation.

18. USER RESPONSIBILITIES

Users agree to:

provide accurate and current registration and transaction information;

maintain the confidentiality of account credentials;

use the Site only for lawful purposes;

review material vehicle information before submitting a binding purchase commitment;

make payments when due;

comply with applicable auction and transaction requirements; and

promptly notify Elite of unauthorized account activity or material discrepancies discovered in a listing.

19. PROHIBITED ACTIVITIES

Users may not:

use the Site for fraudulent, deceptive, or unlawful purposes;

interfere with or manipulate bidding;

circumvent Site security;

introduce viruses, malware, malicious code, or other harmful technology;

attempt unauthorized access to accounts, systems, databases, or restricted areas;

scrape, systematically extract, reproduce, redistribute, or commercially exploit Site data without authorization;

misrepresent identity or authority;

use another person's account without authorization; or

interfere with the operation or security of the Site.

20. PRIVACY AND DATA USE

Personal information will be handled in accordance with the Elite Auto Auctions Privacy Policy.

By using the Services, users acknowledge the collection, processing, and use of information as described in that policy and as otherwise permitted by applicable law.

21. DISCLAIMER OF WARRANTIES

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SITE, SERVICES, SOFTWARE, VEHICLE LISTINGS, DATA, IMAGES, CONTENT, AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

ELITE AUTO AUCTIONS DISCLAIMS WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE EXTENT SUCH WARRANTIES MAY LAWFULLY BE DISCLAIMED.

WITHOUT LIMITING THE FOREGOING, ELITE AUTO AUCTIONS DOES NOT WARRANT THAT:

(A) THE SITE OR SERVICES WILL ALWAYS BE AVAILABLE, UNINTERRUPTED, SECURE, TIMELY, OR ERROR-FREE;

(B) VEHICLE INFORMATION WILL ALWAYS BE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR FREE FROM ERRORS OR OMISSIONS;

(C) INFORMATION SUPPLIED THROUGH APIs, DDR OR OTHER DATA FEEDS, AUCTIONS, SELLERS, DEALERS, DATABASES, VIN DECODERS, OR OTHER THIRD-PARTY SYSTEMS WILL ALWAYS BE ACCURATE OR COMPLETE;

(D) ELECTRONIC INFORMATION WILL ALWAYS BE TRANSMITTED, SYNCHRONIZED, MAPPED, PROCESSED, CATEGORIZED, OR DISPLAYED WITHOUT ERROR;

(E) PHOTOGRAPHS, DESCRIPTIONS, SPECIFICATIONS, MILEAGE, ODOMETER INFORMATION, TITLE INFORMATION, CONDITION INFORMATION, DAMAGE INFORMATION, LOCATION, PRICING, SALE STATUS, OR OTHER VEHICLE INFORMATION WILL ALWAYS ACCURATELY REFLECT THE VEHICLE AT THE TIME IT IS VIEWED OR PURCHASED; OR

(F) EVERY ERROR OR DISCREPANCY WILL BE IDENTIFIED OR CORRECTED BEFORE A LISTING IS DISPLAYED OR A TRANSACTION OCCURS.

Users acknowledge that electronic vehicle remarketing platforms process substantial amounts of information supplied by independent third parties and that delays, omissions, inaccuracies, transmission errors, human errors, technical malfunctions, and other discrepancies may occur despite commercially reasonable efforts to maintain accurate information.

No oral or written information provided by Elite creates a warranty unless expressly identified in writing as a warranty by an authorized representative of Elite Auto Auctions.

22. THIRD-PARTY DATA LIABILITY

To the fullest extent permitted by applicable law, Elite Auto Auctions shall not be responsible for losses resulting solely from inaccurate, incomplete, outdated, delayed, corrupted, improperly transmitted, or erroneous information supplied by an independent third party or transmitted through an automated system where Elite did not create, knowingly alter, or knowingly misrepresent the underlying information.

This includes errors originating from third-party auctions, sellers, dealers, data providers, APIs, DDR feeds, VIN decoders, databases, or other independent electronic systems.

Nothing contained in these Terms is intended to disclaim liability, eliminate a disclosure obligation, or waive a consumer right that cannot lawfully be disclaimed or waived.

23. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ELITE AUTO AUCTIONS AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST BUSINESS, LOSS OF USE, LOSS OF DATA, OR SIMILAR LOSSES ARISING FROM OR RELATING TO THE SITE OR SERVICES.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ELITE AUTO AUCTIONS' AGGREGATE LIABILITY ARISING FROM OR RELATING TO THE SERVICES SHALL NOT EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY THE USER DIRECTLY TO ELITE AUTO AUCTIONS DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

These limitations apply only to the extent permitted by applicable law.

24. INDEMNIFICATION

To the fullest extent permitted by applicable law, users agree to indemnify, defend, and hold harmless Elite Auto Auctions and its affiliates, officers, directors, employees, agents, contractors, and service providers from claims, liabilities, damages, losses, costs, and reasonable expenses arising from or relating to:

the user's misuse of the Site;

the user's violation of these Terms;

fraudulent or unlawful conduct by the user;

the user's violation of another person's rights; or

information or materials submitted by the user.

This provision does not require a user to indemnify Elite Auto Auctions for liability that applicable law prohibits Elite from transferring to the user.

25. ACCOUNT SUSPENSION AND TERMINATION

Elite Auto Auctions may suspend, restrict, or terminate an account where reasonably necessary because of:

violation of these Terms; suspected fraud; nonpayment; chargeback activity; unauthorized account use; abusive or unlawful conduct; security concerns; regulatory requirements; misuse of Site services; or other conduct that materially threatens Elite, another user, an underlying seller, or the integrity of the Services.

Termination does not eliminate payment obligations or other obligations that arose before termination.

26. GOVERNING LAW

This Agreement, the Site, the Services, and the relationship between you and Elite Auto Auctions shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-law principles, except to the extent applicable federal law or another law that cannot lawfully be waived or displaced applies.

27. DISPUTE RESOLUTION AND BINDING ARBITRATION

Except for disputes that cannot lawfully be required to be arbitrated, any dispute, claim, or controversy arising out of or relating to:

these Terms; the Site; the Services; a user's account; vehicle listings; vehicle information; bidding activity; payments; transactions facilitated through the Site; or the relationship between the user and Elite Auto Auctions

shall be resolved through binding individual arbitration.

Arbitration shall be conducted in accordance with applicable law and the arbitration procedures specified by Elite Auto Auctions in the applicable transaction agreement or dispute-resolution procedures.

For proceedings concerning the enforcement of an arbitration agreement or award, or for claims not subject to arbitration, the parties consent, to the fullest extent permitted by applicable law, to the jurisdiction of the appropriate state or federal courts located in the State of Delaware.

Nothing in this section prevents either party from seeking temporary or emergency injunctive relief where permitted by applicable law.

28. INDIVIDUAL PROCEEDINGS

To the fullest extent permitted by applicable law, disputes subject to arbitration shall be resolved on an individual basis and not through class, collective, consolidated, or representative proceedings.

Nothing contained in this section waives any right that applicable law prohibits the parties from waiving.

29. NO WAIVER

The failure or delay of Elite Auto Auctions to exercise or enforce any right, remedy, provision, or requirement of this Agreement shall not constitute a waiver of that right, remedy, provision, or requirement.

A waiver concerning one event or breach shall not constitute a waiver concerning any preceding or subsequent event or breach.

30. SEVERABILITY

If any provision or portion of this Agreement is determined by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permitted by applicable law.

Where legally permissible, the provision shall be modified only to the minimum extent necessary to make it enforceable and to preserve as closely as possible the parties' original intent.

All remaining provisions shall continue in full force and effect.

31. CONTRACTUAL LIMITATION PERIOD

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO THE SITE, SERVICES, THIS AGREEMENT, A VEHICLE LISTING, BID, PURCHASE, TRANSACTION, OR THE RELATIONSHIP BETWEEN THE USER AND ELITE AUTO AUCTIONS MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CLAIM OR CAUSE OF ACTION ACCRUES, OR IT SHALL BE BARRED.

This contractual limitation does not apply to a claim or statutory right for which applicable law prohibits contractual shortening of the applicable limitations period.

32. SURVIVAL

Provisions that by their nature should survive termination of an account or use of the Services shall survive termination.

These provisions include, where applicable:

payment obligations; disclaimers; limitation of liability; indemnification; dispute resolution; arbitration; governing law; intellectual-property protections; contractual limitation periods; and other provisions intended by their nature to remain effective.

33. ENTIRE AGREEMENT

These Terms, together with the Elite Auto Auctions Privacy Policy, Fees and Refund Policy, applicable membership terms, transaction-specific agreements, and any other policies expressly incorporated by reference, constitute the agreement between the user and Elite Auto Auctions concerning the matters addressed herein.

These documents supersede prior or contemporaneous communications concerning those matters except for a separate written agreement expressly intended to remain effective.

34. NOTICES AND COMMUNICATIONS

Notices to Elite Auto Auctions may be sent to:

Elite Auto Auctions
1201 North Market Street Suite 111
Wilmington, DE 19801

Email: [email protected]

Notices to users may be provided through the email address associated with the user's account, account notifications, the Site, or another reasonable method permitted by applicable law.

35. CONTACT INFORMATION

Questions concerning these Terms may be directed to:

Elite Auto Auctions
Email: [email protected]
Telephone: (800) 518-0113

IMPORTANT VEHICLE INFORMATION NOTICE

Vehicle information displayed on EliteAutoAuctions.com may originate from independent third-party sellers, auctions, dealers, data providers, APIs, DDR feeds, databases, and other automated systems.

Elite Auto Auctions does not create or manipulate third-party source data and does not independently verify all information received through these systems.

Third-party and electronically transmitted information may contain errors, omissions, delays, inconsistencies, or transmission problems.

Users should independently verify information material to their purchasing decision, including mileage, odometer status, title information, vehicle condition, specifications, equipment, damage, operational status, location, and other material information before purchase whenever reasonably possible.

Legally required disclosures and applicable source documentation should be reviewed before completing a vehicle transaction.

By registering, bidding, purchasing services, or continuing to use EliteAutoAuctions.com, you acknowledge that you have read, understood, and agreed to these Terms of Use.

APPENDIX A MESSAGING TERMS AND CONDITIONS

These Messaging Terms and Conditions supplement the Terms of Use above.

General

When you opt in to the messaging service, Elite Auto Auctions will send a message confirming your signup. By opting in, you agree to receive recurring automated marketing and informational text messages from Elite Auto Auctions at the mobile telephone number you provided or another number you designate. Message frequency varies and may change based on your interactions. Your usual message and data rates may apply. Carriers are not liable for delayed or undelivered messages. Your consent to receive marketing messages is not a condition of purchase.

Cancellation

Messages will provide instructions to unsubscribe, including by texting STOP or using an included link. After you unsubscribe, we may send one message confirming the opt-out. To receive messages again, you may sign up again.

Help

For support, email [email protected] or, where supported, text HELP to 708-722-5287.

Transfer of Number

Before changing or transferring your mobile number, you agree to reply STOP from the original number or notify Elite Auto Auctions at [email protected].

Privacy

Questions about data and privacy practices are governed by the Privacy Policy available at https://www.eliteautoauctions.com/privacy-policy.

Messaging Terms Changes

Elite Auto Auctions may change or terminate its messaging program and may update these Messaging Terms. Changes become effective upon posting unless applicable law requires otherwise. Continued enrollment after the effective date constitutes acceptance to the extent permitted by law.

APPENDIX B MEMBERSHIP UPGRADE TERMS OF USE

These Membership Upgrade Terms supplement the Terms of Use above and apply to the EliteAutoAuctions.com VIP Membership Program.

1. Membership Overview

VIP Membership provides access to additional vehicle inventory and services, which may include detailed insurance-auction listings, future-dated listings, data maintenance, and technical support.

2. Payment Terms

VIP Membership is a paid service. By enrolling, you authorize Elite Auto Auctions to charge the payment method on file for the disclosed membership fee. Membership charges are non-refundable to the fullest extent permitted by applicable law, including when no vehicle is purchased. Fees may be billed on a recurring basis unless the membership is canceled before the next billing cycle. The member is responsible for managing subscription status.

To the fullest extent permitted by applicable law, the member agrees not to dispute membership-related charges solely because of non-use, dissatisfaction with available vehicles, or inability to purchase a particular vehicle. Nothing in this paragraph waives any dispute right that cannot lawfully be waived.

3. Membership Responsibilities

Members must use VIP Membership services lawfully and in accordance with these Terms. Unauthorized distribution, resale, or misuse of data may result in immediate termination without refund, subject to applicable law. Members are responsible for account security and must promptly report unauthorized use.

4. Refund Policy

VIP Membership payments are final and non-refundable to the fullest extent permitted by applicable law, including for non-use, dissatisfaction, changes in personal circumstances, or failure to purchase a vehicle.

5. Changes to Membership Terms

Elite Auto Auctions may modify these Membership Terms. Changes may be communicated by email or through the Site and become effective as stated in the notice or, if no date is stated, upon posting to the extent permitted by applicable law.

6. Limitation of Liability

The warranty disclaimers and limitations of liability in the main Terms apply to VIP Membership, including losses involving profits, data, access to vehicles, or inability to purchase a particular vehicle.

7. Termination

Elite Auto Auctions may terminate VIP Membership for violation of these Terms. Termination for violation will not result in a refund to the fullest extent permitted by applicable law. Members may cancel at any time, but partial membership periods are non-refundable to the fullest extent permitted by applicable law.

8. Dispute Resolution

Disputes arising from VIP Membership are governed by the binding individual arbitration and individual-proceedings provisions of the main Terms.

9. Governing Law

These Membership Terms are governed by the governing-law provision of the main Terms.

10. Acceptance

By enrolling in or continuing to use VIP Membership, you acknowledge that you have read, understood, and agreed to these Membership Terms and authorize the disclosed charges, subject to applicable law.