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SERVICE TERMS & CONDITIONS

1. GENERAL PROVISIONS

1.1. These Terms and Conditions (hereinafter referred to as the “Terms”) establish the procedure for using the Service, the rights and obligations of the Agent and the User / Client / Customer, as well as the terms and conditions for providing services related to the purchase of Vehicles at auctions and the organization of their delivery.

1.2. By using the Service, the User confirms that: (a) they have read these Terms; (b) they fully understand and accept them without reservation; (c) they have full authority to assume legally binding obligations in their personal capacity, on behalf of an organization, or in their capacity as an entrepreneur; (d) they make the decision to purchase independently and with full awareness of all risks associated with the Order process.

1.3. These Terms constitute a legally binding agreement between the Company and the User. If the Parties have entered into a separate written agreement, its provisions shall prevail to the extent they govern the relevant matter; otherwise, these Terms shall apply.

1.4. The Service is intended for legal entities and individuals interested in purchasing Vehicles at auctions (primarily in the United States and Canada, but not limited thereto), arranging their delivery, and purchasing related services, including but not limited to: condition reports, expert Vehicle inspections, consultations on export-import procedures, assistance with cargo insurance arrangements, and preparation of export documents.

1.5. Use of functions related to participation in auctions and submission of an Order is possible only subject to the User’s full agreement with the rules of the relevant Auction Houses (Copart, IAAI, etc.). The User is obliged to independently review the current rules of each Auction House. If the User disagrees with such rules, use of the Service is prohibited.

1.6. The Company acts solely as an agent (intermediary / indirect representation) and is not the seller of Vehicles, owner of storage facilities, custodian of Vehicles, carrier, or agent of Auction Houses, unless expressly provided otherwise in writing.

1.7. Ownership of a Vehicle shall pass to the Client only after full payment of all invoices, including the lot price, Auction House and Company fees, transportation costs, and all other related expenses.

2. REGISTRATION, ACCOUNT, AND DATA VERIFICATION (KYC/AML)

2.1. To use the Service, the User must be over 18 years of age, must complete registration, create an Account, and provide accurate information, including: full name, residential address, and contact details. The Company may request proof of identity (passport, ID card), and for legal entities – incorporation documents or a sole proprietor certificate.

2.2. Upon registration, the User declares and warrants that: (a) the information provided is accurate and up to date; (b) use of the Service does not violate applicable law, including sanctions laws.

2.3. The Account is personal; transfer to third parties is prohibited. The User bears full responsibility for the security of their credentials and for all actions performed through their Account.

2.4. If unauthorized access to the Account or any security breach is detected, the User undertakes to immediately notify the Company and terminate the session in the Service system. The Company shall not be liable for any losses arising from failure to comply with these obligations.

2.5. The Company has the right to conduct checks in accordance with anti-money laundering (AML) and know-your-customer (KYC) requirements, request additional documents, and suspend access until such documents are provided, as well as disclose, upon request of competent authorities, banks, or other persons, the necessary Client data to ensure fulfillment of the Order. The Company uses the data solely for the purposes of fulfilling the Order and complying with legal requirements (KYC/AML).

2.6. The Company may disclose information about the User and their transactions to judicial, law enforcement, and regulatory authorities in cases where this is expressly provided for by applicable law or required by a lawful court order, and may do so with or without prior notice to the extent not prohibited by such law or order.

2.7. The Company may at any time and without explanation: (a) suspend or block the Account; (b) delete any User content posted by or for the User within the Service; (c) restrict or deny the User access to any part of the Service or its content; in the event of: breach of the Terms, suspicious activity, inactivity, provision of false data, failure to meet KYC/AML requirements, at its sole discretion, or at the request of competent authorities.

2.8. Prohibition of unlawful acts. The User undertakes not to engage in actions aimed at obtaining unauthorized access to the Service systems or other users’ accounts, and not to use automated or manual means to collect data or create excessive load on the Service. In addition, it is prohibited to provide false information to the Service, about the Service, and/or in any other circumstances that harm the Service.

2.9. Measures in case of violations. Access to protected resources without proper credentials is prohibited. The Company reserves the right to conduct investigations, take lawful measures, and restrict or terminate access for violators. Failure to apply any measures, including resort to court proceedings, in one instance does not deprive the Company of the right to act in the future.

3. DEPOSIT (SECURITY DEPOSIT)

3.1. To participate in auctions, the User is required to pay a Deposit (Security Deposit) by bank transfer in USD or EUR (when EUR is deposited, the coefficient 1 EUR = 1.05 USD is applied for estimated conversion purposes, while the primary currency used within the Service shall be USD) from a bank account belonging to the User or their organization. Payments from third-party accounts are not accepted and shall be refunded less any bank and administrative fees incurred.

3.2. The Deposit determines the User’s purchasing capacity in the amount of 10 times the deposited funds. The minimum deposit amount is 1,000 USD (includes 10,000 USD purchasing capacity).

3.3. When participating in the Service Pre-Auction, 10% of the current Vehicle value is blocked. The block is lifted in the event of a loss, full payment of the Order, or withdrawal from further participation in the established manner.

3.4. The User may request the return of the unblocked portion of the Deposit at any time. The refund shall be made in the same currency to the original bank account, less bank fees, within 15 (fifteen) business days from the date of receipt of a proper request.

3.5. If the User does not begin participation in the Service Pre-Auction within 30 (thirty) business days from the date the Deposit is credited, the Company shall be entitled to send a notice and refund the Deposit within 15 business days, less any bank and administrative fees incurred.

4. ELECTRONIC SERVICES AND USE OF THE SERVICE

4.1. The Company provides the User with the following Electronic Services:

- access to information about Vehicles listed by Auction Houses;

- calculators for estimated purchase, delivery, and customs clearance costs;

- the ability to deposit and manage the Deposit;

- the bidding mechanism (BID4U) and instructions for participating in auctions;

- tracking of Order and logistics status;

- other services available through the Service interface.

4.2. Information about Vehicles (photographs, descriptions, Title statuses, reports, etc.) is provided by Auction Houses or other third parties. The Company does not verify the accuracy of such data and does not guarantee its correctness, completeness, or timeliness.

4.3. The User makes the decision to place an Order and use the Service independently and at their own risk.

4.4. The calculators are informational in nature and do not constitute an offer or a guarantee of the final cost. Actual expenses may vary depending on the actions of third parties: Auction Houses, carriers, customs authorities, and other third parties. The approximate but not guaranteed deviation of actual expenses from estimated expenses may range from 20% to 50%. The User accepts this range of uncertainty when placing an Order.

4.5. The User independently decides whether to order and use additional services at their own risk. When ordering additional services, such as, but not limited to: a vehicle history report; a condition report from the Auction House; an independent condition report; covers; moisture absorbers; etc., the User understands and accepts that the specified services are provided by Auction Houses or other third parties. The Company does not verify the accuracy of such data and does not guarantee its accuracy, completeness, timeliness, or quality, and shall not be liable for any further use or inability to use such data, nor for any expectations regarding services of any kind.

4.6. The User undertakes to use the Service lawfully, not interfere with its operation, and not attempt unauthorized access. A violation may result in Account suspension and civil liability.

4.7. Claims related to the operation of the Service may be submitted by the User by email or by post to the Company’s address within 30 (thirty) calendar days from the date on which the User became aware of the event giving rise to the claim. The claim must contain the User’s details, a description of the circumstances and the date of the event, as well as supporting documents where necessary. The Company shall review claims within 14 (fourteen) business days from receipt. This period may be extended if additional information is required or an investigation must be conducted.

5. PARTICIPATION IN AUCTIONS AND BIDDING PROCEDURE

5.1. Participation in auctions is possible only after the Deposit has been made, verification has been completed, and the rules of the relevant Auction Houses and these Terms have been accepted.

5.2. The Service Pre-Auction is a mechanism allowing the User to specify the maximum purchase price (excluding additional fees) for a Vehicle. The Service will compare all submitted bids for the lot and show the highest current bid. If it remains within the Client’s specified maximum, the mechanism will operate in the same way during both the Service Pre-Auction and the Live Auction, increasing the bid by the minimum necessary increment. If the User’s specified maximum is exceeded by other participants, the mechanism will disable bidding, and the blocked Deposit will be credited back to the User’s account.

5.3. Winning the Service Pre-Auction does not guarantee winning the Auction House auction. Final award of the lot is determined solely by the Auction House’s rules.

5.4. “Buy Now” option. The request is sent by the Agent to the Auction House platform on the Client’s instructions submitted through the Service interface, or by another agreed method, but its execution is not guaranteed and depends on the seller’s will. Once submitted, the request may not be changed or canceled.

5.5. All bids made after the Cut-Off Time are final. The Agent cannot withdraw, reduce, or cancel such a bid. If the User is declared the winner, the User is obliged to purchase the lot or loses the Deposit in accordance with clause 6.6.

5.6. For lots with “On Approval” and “Minimum Bid” status, after winning the Live Auction, the Agent may negotiate the price with the seller within the maximum specified by the User. If the agreed price exceeds the maximum, the Agent shall notify the User. If no response is received within 2 (two) hours after notification, the Agent shall be entitled to отказаться from further negotiations without any liability.

5.7. Auction Houses may reject any bid at their sole discretion. In the event of a dispute, the Auction House’s decision shall be final.

5.8. The Company reserves the right to reject the User’s bid in the Service Pre-Auction without explanation, including in the event of insufficient Deposit or breach of these Terms.

6. PURCHASE, PAYMENT, AND COMMISSION

6.1. After winning a lot, the User receives a notification, and an invoice is issued in the Account, including:

- the final auction sale price;

- applicable Auction House fees;

- the Company’s commission (Service Fee);

- other applicable expenses.

This invoice shall be paid to the Company’s bank account unless otherwise stated.

6.2. The commission shall be 2.5% of the purchase price, but not less than USD 400 (or such other amount as specified in the Service’s current price list at the time the Order is placed). The commission is non-refundable if the transaction does not take place for reasons attributable to the User, or in cases provided for in clause 6.6.

6.3. Payment shall be made exclusively by bank transfer in USD to the account specified in the invoice. Other payment methods (cards, cash, checks, cryptocurrency) are not accepted.

6.4. The payment period is 2 (two) business days, including the day of sale. The User understands and agrees that they are obliged to ensure receipt of the funds in full into the Company’s bank account within a time sufficient for subsequent remittance of payment to the Auction House. The Company shall not be liable for bank transfer processing times, non-business banking hours, delays for any reason, public holidays and other non-business days, as well as any other circumstances that may result in late receipt of payment and subsequent fines and penalties imposed by Auction Houses.

In the event of late payment, the relevant Auction House’s penalties shall apply: Copart – USD 50; IAAI – USD 50 or 2% of the sale price (whichever is greater). The Deposit may be used for partial payment of the invoice.

6.5. If payment is not made within 7 (seven) calendar days from the date of sale, the relevant Auction House shall charge a Relist Fee: Copart – USD 600 or 10% of the sale price (whichever is greater); IAAI – USD 1,000 or 15% of the sale price (whichever is greater); plus a transactional fee of USD 350 and accumulated storage fees. All of the above amounts are an unconditional obligation of the User.

6.6. Procedure in case of failure to fulfill the payment obligation. If payment for the lot and all related expenses and debts is not made in full within 7 (seven) calendar days from the date of sale: (a) the Company shall send the User a written notice to the email address specified in the Account; (b) the User shall be granted an additional period of 24 (twenty-four) hours to settle the debt; (c) if no payment is made after the expiration of such period, the Company shall be entitled, at the User’s expense and from the Deposit, to settle the debt to the Auction House and cover its own expenses and commission; (d) if the Deposit does not cover the full amount of the debt, the User must reimburse the difference within 5 (five) business days; (e) the User shall forfeit the right to the lot. These measures do not release the User from the obligation to compensate losses exceeding the amount of the Deposit.

7. DOCUMENTS AND TITLES

7.1. The Title (certificate of ownership) or salvage certificate is transferred by the Auction House after full payment of the lot and all fees. Obtaining the Title may take up to 30 business days or more. In “Pending” status, the waiting period may be extended for reasons beyond the Company’s control. The Company is not responsible for delays or additional expenses caused by the actions of the Auction House or government authorities.

7.2. If a duplicate or export Title is required for export, the User shall pay an additional fee in the estimated amount of USD 300–500.

7.3. Not all Titles are suitable for export. The User is obliged to check the “Sale Document / Certificate” / “Title/Sale Document” field on the lot page. The Company has export authority only; each lot is to be exported outside the United States and Canada. The User may not leave the lot within the territory of the United States or Canada; otherwise, the User bears sole responsibility for all related fines, costs, and legal liability.

7.4. The Company does not guarantee the possibility of registering the Vehicle in any jurisdiction. The User must independently verify their country’s requirements for import, customs clearance, and Vehicle registration before placing an Order.

8. DELIVERY ARRANGEMENT AND LOGISTICS

8.1. General procedure. The Company arranges delivery of the purchased Vehicle from the Auction House location to the destination port selected by the User from the calculator list, in the Account personal area, or by other agreed means. Delivery is carried out through independent carriers and freight forwarders.

8.2. Time limits and storage. Auction Houses provide 2 (two) calendar days for removal of the lot. Starting from the 3rd (third) day, storage fees are charged (usually USD 20–50 per day), which are payable by the User. After full payment for the lot, the Company sends a transportation request. Delays caused by late payment for the lot, the Auction House, or the carrier do not release the User from payment of storage fees. For lots located at sub-locations (“Offsite”), additional removal fees may apply.

8.3. Liability during transportation. The Company is not a carrier and is not liable for damage, loss, delays, or any other acts (or omissions) of carriers, ports, terminals, or auction sites. The Company assists in resolving disputes with third parties but does not guarantee any result.

8.4. Delivery cost. Prices indicated in the Service are approximate. The actual cost may vary depending on the condition of the lot (non-running, not drivable, without keys, oversized, etc.), seasonality, fuel prices, and other factors. All expenses shall be paid by the User based on invoices issued in the Account.

8.5. Marine cargo insurance. At the User’s request and at the User’s expense, insurance may be arranged for total loss (fire, vessel loss, etc.) during sea transportation. Cost – from 1.5% to 3.5% of the purchase price (minimum USD 180). Insurance coverage begins upon loading into the container and ends upon unloading at the destination port. The first USD 500 or 3% of the loss (whichever is greater) is not reimbursed (deductible). Damage caused by loading/unloading operations (forklift, etc.), as well as minor damage, is not covered. The Company assists in communication with the insurer but is not responsible for the insurer’s decisions. Under the marine cargo insurance rules, in the event of cargo loss and in the absence of insurance, the maximum compensation payable may be USD 500 for the entire container.

8.6. Payment for delivery. As a rule, after the lot has been loaded into the container (unless otherwise agreed), the User receives a notification, and an invoice is issued in the Account, including costs related to the delivery process to the destination port:

- inland transport of the Vehicle from the auction site to the loading warehouse;

- loading into the container;

- processing of export documents;

- Vehicle insurance;

- sea transport of the Vehicle;

- warehouse storage (if applicable);

- additional services (if applicable);

- other expenses (for example, but not limited to: postal expenses, bank fees, penalties and fines, etc.) (if applicable).

8.7. Destination port and further costs. All port, terminal, customs, warehouse expenses, as well as further transportation costs, duties, and taxes shall be paid by the Customer.

8.8. Delay in payment of transportation invoices. If the lot arrives at the destination port while transportation invoices remain unpaid, the Company may withhold release authorization for the cargo and charge an administrative fee of USD 300. If payment is not made within 20 (twenty) calendar days after arrival of the cargo, the Company shall be entitled to sell the lot to cover the debt in the following order: (a) written notice to the Client 5 (five) business days prior to sale; (b) sale at market price through any lawful channel; (c) application of the proceeds to the debt (including sale expenses, storage, and any other expenses); (d) any remaining proceeds (if any) shall be remitted to the Client within 15 business days.

9. COMPANY STATUS AS AGENT AND RELATIONS WITH THIRD PARTIES

9.1. The Company acts pursuant to an agency mandate (indirect representation) and is not the seller of Vehicles, unless otherwise provided in a separate written agreement.

9.2. All Vehicles are purchased from Auction Houses on an “AS-IS, WHERE-IS” basis (“AS IS, WHERE IS”), without any warranties, express or implied, including warranties of fitness, condition, or merchantability, including possible discrepancies between the information and photographs on the lot pages, absence of parts or keys, even if it was indicated that they were present with the lot. The User accepts these terms and is not entitled to make claims against the Company regarding quality, equipment, or hidden defects.

9.3. The Company shall not be liable for: (a) the acts or omissions of Auction Houses, carriers, customs authorities, insurers; (b) changes in Title status made by government authorities or insurers after purchase; (c) inability to register the Vehicle in the User’s country; (d) losses related to the use of the Service, except in cases expressly established by these Terms.

9.4. The Company undertakes to act in good faith, perform the mandate within the framework of applicable law and reasonable commercial practice.

10. LIMITATION OF LIABILITY AND INDEMNIFICATION

10.1. Disclaimer of warranties. The Service is provided to the User on an AS-IS, “as is,” “as available,” and WHERE-IS, “where is,” basis, without any express or implied warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement of third-party rights. The Company does not guarantee that the Service will meet the User’s requirements, operate uninterruptedly, securely, or error-free, and has no obligation to correct any errors.

10.2. The User confirms that they assume all risks associated with the use of the Service, the process of acquiring and delivering Vehicles, and uses the Platform at their own risk. The Company shall not be liable for any direct, indirect, incidental, or punitive damages, including loss of profit, reputation, data, or any expenses, including the cost of replacement goods and services, regardless of the cause.

10.3. To the maximum extent permitted by applicable law, the Company shall not be liable for any indirect, incidental, punitive, or consequential damages, including loss of profit, even if it has been advised of the possibility of such damages. Any information and recommendations provided by the Service do not create additional warranties.

10.4. The Company is not responsible for the actions of Auction Houses, sellers, carriers, port operators, and other third parties. Where possible, it assists in resolving disputes but does not guarantee the outcome. The Client acknowledges that they have assumed the following risks: additional expenses; delivery delays; damage during storage and/or transportation; inaccuracies in Vehicle information provided on the Service and by third parties; changes in Title after sale; and others.

10.5. The Company’s aggregate liability to the User for any claims arising out of or in connection with these Terms shall be limited to the amount of the commission fee actually paid by the User under the specific Order in relation to which the claim arose.

10.6. The User agrees to indemnify and hold harmless the Company, its officers, employees, and representatives from and against any claims, damages, expenses (including attorneys’ fees) arising in connection with: (a) the User’s breach of these Terms; (b) improper use of the Service and its content; (c) violation of third-party rights or applicable law, including being subject to sanctions; (d) providing false information during registration or during KYC checks.

10.7. Reference in the Service to products, programs, and services does not guarantee their availability or legality in the User’s region. These Terms and any rights and obligations hereunder may not be assigned or transferred to third parties. All notices sent under these Terms shall be deemed duly delivered if sent to the email address or any other contact source specified by the User.

11. FORCE MAJEURE

11.1. The Parties shall be released from liability for total or partial non-performance of obligations if such non-performance is caused by force majeure circumstances arising after the mandate is entered into, which could not have been foreseen or prevented: natural disasters, wars, armed conflicts, terrorist acts, strikes, telecommunications outages, acts of government authorities, epidemics/pandemics, and similar events.

11.2. Upon the occurrence of force majeure circumstances, the Party affected by them shall notify the other Party within a reasonable time. The performance period shall be extended proportionally to the duration of the force majeure.

11.3. The Customer accepts the risk and agrees to bear solely any additional expenses of any kind and nature arising due to the described force majeure events and/or conditions.

12. ARBITRATION AND DISPUTE RESOLUTION

12.1. Claim procedure. Before filing for arbitration, the Party alleging a violation of its rights shall send the other Party a written claim to its email address, setting out in detail the nature of the claim and the amount. The Party receiving the claim shall provide a reasoned response within 30 (thirty) calendar days. Failure to comply with the claim procedure shall constitute grounds for leaving the claim without consideration.

12.2. All disputes, disagreements, or claims arising out of or relating to these Terms shall be finally resolved at the Dubai International Arbitration Centre (DIAC) in accordance with the DIAC Arbitration Rules in force at the time the claim is filed. The arbitration shall be conducted by a sole arbitrator appointed in accordance with the DIAC Rules. The language of arbitration shall be English. The seat of arbitration shall be DIFC, Dubai, UAE.

12.3. The arbitral award shall be final and binding upon the Parties and may be enforced in any court of competent jurisdiction.

12.4. Waiver of class actions and collective proceedings. All disputes, claims, and proceedings arising out of or in connection with these Terms shall be heard exclusively on an individual basis and may not be combined with any other disputes in any class, group, consolidated, or similar proceeding. Neither Party shall participate as a member or representative in any class, group, or consolidated claim or arbitration. The arbitrator may award relief only in favor of the Party asserting the relevant claim and only to the extent necessary to resolve that Party’s individual dispute.

Unless otherwise agreed by the Parties in writing, the arbitrator shall not consolidate more than one person’s disputes in a single proceeding and shall not hear any form of class, collective, or representative claims. The Company does not consent to class arbitration. The Parties hereby waive any right to a jury trial to the fullest extent permitted by law.

13. TERMINATION AND AMENDMENT OF THE TERMS

13.1. The Company may at any time change the functionality of the Service and these Terms by publishing a new version on the Platform. The amendments shall take effect upon publication unless a different effective date is stated. Continued use of the Service constitutes acceptance of the amendments, unconditional acceptance of the new provisions, and agreement to comply with them.

13.2. The Company may restrict or terminate the User’s access to the Service without prior notice in the event of breach of the Terms, suspicious activity, failure to meet KYC/AML requirements, or upon request of competent authorities.

13.3. Termination of the Agreement does not release the Client from the obligation to pay for Orders already accepted for performance, expenses actually incurred by the Agent, and the commission fee due.

13.4. The Company reserves the right, at its sole discretion and without prior notice, to temporarily or permanently suspend or terminate provision of the Service, its content, individual functions, or components. The Company shall not be liable to the User or third parties for any consequences of such actions.

14. CONFIDENTIALITY AND DATA PROTECTION

14.1. The Company processes the User’s personal data in accordance with the Privacy Policy published on the Website.

14.2. Legal bases for the processing of personal data: (a) performance of a contract (Art. 6(1)(b) GDPR) — for processing data necessary to fulfill the Order; (b) compliance with a legal obligation (Art. 6(1)(c) GDPR) — for processing data for KYC/AML purposes and upon request of competent authorities; (c) legitimate interest (Art. 6(1)(f) GDPR) — for ensuring the security of the Service, preventing fraud, and improving functionality.

14.3. Data subject rights. The User has the right to: request correction or deletion of their personal data; request restriction of processing; object to processing based on legitimate interest. The User understands and accepts that the Company, due to the absence of the necessary legal and other ability to continue providing the Service as a result of the User’s above-mentioned actions, may prohibit the User’s access to the Service by blocking or deleting the Account (pursuant to clauses 2.7; 13.4 of these Terms, but not limited thereto). User requests shall be sent to the Company’s email address. The Company responds to requests within 30 (thirty) days.

14.4. Transfer of data to third countries. Personal data may be transferred to the UAE and other countries, including those not recognized by the EU as providing an adequate level of protection. In such cases, the Company applies Standard Contractual Clauses (SCCs) approved by the European Commission, or other appropriate safeguards in accordance with Art. 46 GDPR.

14.5. Data retention periods. The Company stores personal data for the duration of the Account and for 5 (five) years after its closure — for the purpose of complying with legal obligations (tax and accounting records, AML requirements), provided that the User has placed at least one Order. Upon expiration of the stated period, the data shall be deleted or anonymized.

14.6. The User agrees to receive electronic notifications, invoices, and other documents in electronic form, which have the same legal force as written documents.

14.7. The Company takes reasonable measures to protect data but does not guarantee absolute security of transmission over the Internet.

15. CONTENT. OWNERSHIP AND USAGE RIGHTS

15.1. Ownership rights. All content made available on the Platform within the Service — including text information, images, logos, data, services, and other materials — is the property of the Company and/or its suppliers and is protected by copyright and other applicable intellectual property laws. The content is provided for informational purposes only. The User undertakes to comply with all copyright, trademark, and other proprietary notices displayed on the Platform and not to alter them. The User is prohibited, without prior written permission from the Company and the relevant rights holder, from copying, modifying, publishing, distributing, transmitting, selling, creating derivative works, reverse engineering, or otherwise using, in whole or in part, any content posted on the Platform. Use of Service content does not grant the User any ownership rights in such content. Except as expressly provided in these Terms, the Company grants the User no licenses or other rights in intellectual property.

15.2. Permitted use. The User may print, download, and reformat content only for personal non-commercial purposes and provided that copyright and other proprietary notices are preserved. Any other use of the content — including copying, distribution, reproduction, or linking for commercial or unlawful purposes — without the Company’s prior written consent is strictly prohibited.

15.3. Links to third-party resources. The Service may contain links to third-party websites and services. The Company does not control the content of such resources and is not responsible for their materials, products, or services. The presence of links shall not be construed as endorsement or recommendation by the Service. The User who uses third-party resources automatically accepts their terms and releases the Company and its affiliates from any claims related to the use of such resources.

15.4. User content. Within certain Service functions, the User may upload materials to the Service (resumes, photos, videos, comments, reviews, and other information), hereinafter referred to as “User Content.” The User confirms that they are fully responsible for the legality, originality, and compliance with copyright of all content transferred. By default, all User Content is deemed non-confidential unless otherwise provided by the Company’s privacy policies.

15.5. By submitting User Content, the User grants the Company a non-exclusive, perpetual, irrevocable, worldwide, sublicensable, and royalty-free license to reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and otherwise use the content in all known and future media and technologies. The User also waives all moral rights in such content and releases the Company from liability for any use thereof.

15.6. The User undertakes not to post materials that: (a) infringe third-party intellectual property rights; (b) contain defamation, insults, or calls to violence; (c) include pornographic or unlawful elements; (d) contain viruses, malicious software, or other dangerous components; (e) violate the law or these Terms.

15.7. The Company shall not be responsible for opinions and statements expressed by third parties in User Content and reserves the right to filter, edit, or delete any content at its sole discretion.

16. FINAL PROVISIONS

16.1. These Terms shall be governed by the laws of the UAE as applicable in the DIFC (Dubai International Financial Centre). If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full legal force and effect.

16.2. The Company’s failure to act in relation to any breach shall not be deemed a waiver of the relevant rights or provisions in the future. If any part of the Terms is held invalid by a court, the remaining clauses shall retain their legal force; this document fully supersedes all prior oral and written agreements between the User and the Company; and the invalid clause shall be interpreted in accordance with the original intent of the Parties.

16.3. Use of the Service does not create any partnership, joint venture, employment, or hiring relationship between the User and the Company.

16.4. These Terms are drawn up in the Russian language. In the event of any discrepancy between language versions, the Russian-language version shall prevail unless otherwise provided by applicable law.

17. AGENCY AGREEMENT

This section is an integral part of the Terms and specifies the agency relationship between the Company and the Client arising when an Order is placed. In the event of any conflict between the provisions of this section and other sections of the Terms insofar as agency relations are concerned, the provisions of this section shall prevail.

A. Subject Matter of the Agreement

A.1. The Agent undertakes, on behalf of and at the expense of the Client, to organize: (a) the purchase of a Vehicle at auctions or from other sellers within the maximum price specified by the Client; (b) the performance of necessary actions to conclude a purchase and sale transaction in the name of the Agent, but in the interests of and at the expense of the Client (indirect representation); (c) the arrangement of delivery of the Vehicle to the destination port specified by the Client.

A.2. The Agent is not the seller of the Vehicle and does not provide warranties regarding its condition, history, or fitness for use unless otherwise agreed in a separate written agreement.

B. Rights and Obligations of the Parties

Agent:

- performs the mandate in accordance with the conditions specified by the Client when placing the Order;

- provides the Client with up-to-date information on the progress of the mandate through the Service, or by another agreed method;

- acts in good faith and within reasonable limits to achieve the result;

- promptly notifies the Client of material circumstances affecting performance of the mandate.

Client:

- provides accurate data and documents necessary for performance of the mandate;

- timely pays all invoices, including the price of the Vehicle, auction fees, the Agent’s commission fee, and delivery costs and any other related invoices;

- confirms that they have independently reviewed the Auction House rules and these Terms and accept them;

- verifies the possibility of paying all invoices, importing, and registering the Vehicle in their jurisdiction before placing the Order.

C. Settlements and Commission

C.1. The Client transfers funds to the Agent’s account specified in the invoice. The Agent uses them solely for payment of the Vehicle and related expenses in accordance with the mandate.

C.2. The Agent’s commission fee is set in the amount specified in clause 6.2 of these Terms and constitutes remuneration for organizing participation in the auction and performing the agency mandate regardless of the outcome of the bidding (if the transaction did not occur due to the Client’s fault).

D. Liability

D.1. The Agent shall not be liable for the actions of sellers (including Auction Houses), carriers, freight forwarders, ports, customs authorities, and other third parties, except where losses are caused directly by the Agent’s culpable, intentional actions.

D.2. The Client assumes all risks associated with the acquisition of the Vehicle “as is” and “where is,” including: risks of hidden defects; risks of damage during transportation; changes in Title status; inability to transport or register; fluctuations in the Vehicle’s value after purchase; and others.

E. Effective Date and Termination

E.1. The Agency Agreement is deemed concluded from the moment the Client accepts these Terms (by registering and placing an Order), or from the moment of payment of the first invoice issued by the Agent.

E.2. Termination of the Agreement does not release the Client from the obligation to pay expenses already incurred by the Agent and the commission if the mandate was accepted for performance.

18. CONFIRMATION OF ACCEPTANCE OF THE TERMS

These Terms are accepted by the User electronically by: (a) completing the Account registration procedure in the Service with a checkmark indicating acceptance of the Terms; or (b) paying the first invoice issued by the Company. Both forms of acceptance have the same legal force as signing a written agreement.

Note:

The integrated agency agreement does not create a separate document but is an integral part of these Terms. In the event of any conflict between the provisions of the general section and the agency section, the provisions specifically governing agency relations shall prevail, unless otherwise follows from the nature of the obligation.

Agent:

ALL MOTORS, LLC

Meydan Grandstand 6th fl., Nad Al Sheba, 9305 Dubai, UAE

e-mail: [email protected]