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Dealer Terms of Service

Last Updated: February 18, 2022

PLEASE READ THESE TERMS CAREFULLY AS THEY MAY HAVE CHANGED FROM THE LAST TIME YOU VISITED THIS PAGE.

Carity Inc. (“Carity”, “We”, “Our”, or “Us”) operates an online platform, via mobile application(s) and/or website(s), that allows users to sell vehicles (that online platform, the “Platform”; that user selling his/her vehicle, each a “Seller” and collectively, the “Sellers”) by connecting them to potential buyers (each an “Interested Buyer”, and collectively, the “Interested Buyers”). Each Interested Buyer makes an offer to purchase the vehicle by submitting a purchase price during the offer period (that offer, an “Offer”, and collectively, the “Offers”; that purchase price in the Offer, the “Purchase Price”; that offer period, the “Offer Period”) and if an Offer is accepted, the Platform facilitates the sale of the vehicle to the Interested Buyer (that Interested Buyer with the winning Offer, the “Buyer”).

By using Our Services (as defined below), you, as a user, agree to be bound by, and acknowledge that you have the authority to bind the Interested Buyer to, these terms of service, as amended from time to time (those terms of service, the “Terms”; you, and together with the Interested Buyer you represent, also referred to as “You”). Please review these Terms carefully as they contain important information regarding Your legal rights, remedies and obligations, including limitation and exclusion clauses, in connection with the use of Our Services. By accessing, browsing, visiting, accepting, Offering, or otherwise using the Platform, You agree to be unconditionally bound by and to follow these Terms. In the event of any update to these Terms, Your continued use of Our Services after any such updates constitutes Your acceptance of the revised Terms.

1. Definitions

“Affiliates” means, with respect to an entity, any person or entity that directly or indirectly owns, is owned by, or is under common ownership with that entity. For purposes of this definition, ownership means control of more than a 50% interest in an entity.

“Privacy Policy” has meaning as defined in Section 2(f)(i).

2. Services

Carity is making the Platform available for Your use. The act of Us making the Platform available to You and providing it for Your use shall be referred to as “Our Services”. Our Services are subject to these Terms:

  1. Scope. Interested Buyers are limited to registered motor vehicle dealers only. During registration, You will be required to enter Your registration number. 
  2. Registration. In order to access and use certain parts, features and services made available through the Platform, You may be required to register and set up an account with Your email address, phone number and a password. 
  3. Account Information. You agree to keep information in Your account current, accurate and complete. Carity relies on this information to facilitate the sale and purchase of vehicles on the Platform and any dated, false, inaccurate or incomplete information may result in delays. We reserve the right to suspend or delete Your account if Your account information is dated, false, inaccurate or incomplete.
  4. Vehicle Information. Carity uses commercially reasonable efforts to collect accurate and complete information about vehicles made available on the Platform, including its condition and any financial instruments attached thereto (collectively, the “Vehicle Information”). Notwithstanding these efforts, Carity does not guarantee the accuracy or completeness of this Vehicle Information and as a sophisticated commercial party, You are responsible for satisfying for Yourself the accuracy and completeness of the Vehicle Information through investigation, due diligence, assessment and research before making any Offer. 
  5. Offers. If You make an Offer for a vehicle, You are making an offer to purchase the vehicle at the Offer price, subject to any conditions attached thereto. If Your Offer is accepted by the Seller, We will connect You to the Seller to finalize the terms of the purchase (each such connection, a “Connection”, and collectively, the “Connections”). Carity is not involved in finalizing such terms and it is up to You and the Seller to enter into the necessary purchase and sale contract for the vehicle. For each Connection made, Carity will charge You a fee as indicated on the Platform (the “Fee”) and this Fee is due regardless of You and the Seller transacting.
  6. Partners. We may work with various partners to provide Our Services. By using Our Services, You agree to the following:
    1. Information Sharing. We may share information about You with Partners. By using Our Services, You hereby consent to Us sharing such information. Please consult our privacy policy found at ● (the “Privacy Policy”) for further details and by using Our Services, You acknowledge and agree to the Privacy Policy.
    2. Not Employees or Affiliates. Partners are not employees or Affiliates of Carity. Partners help facilitate the provision of Our Services but We are not responsible for the actions, inactions or omissions of Our Partners.
  7. Security. You are responsible for maintaining the confidentiality of Your account and all information tied to Your account. You are fully responsible for all activities that occur under Your account. If You believe that Your account has been compromised, please contact Us immediately (see notice section below for contact details). We have the right, but not the obligation, to deactivate any account identified in such a notification. We are not liable for any loss or damage arising from any activities on Your account, whether or not compromised, and whether or not You communicated any suspicious activities in accordance with this section.

3. Fees and Invoice

  1. For each Connection made, You (as the Buyer of the vehicle) agree to pay the Fee. We will invoice You for the Fees at the end of each month and You agree to pay such invoice by the due date indicated on the invoice. Any late payment of the Fees may be subject to an interest of (i) one and half percent (1.5%) per month, or (ii) the highest rate allowed by applicable law, whichever is less.

4. Ownership, License and Restrictions

  1. Ownership. We own all right, title and interest, including all related intellectual property rights, in and to the Platform and any information, data and metadata related to or generated by the Platform that we may collect and use in accordance with these Terms and the Privacy Policy. Any rights not expressly granted herein are reserved by Carity and its licensors.
  2. Limited License. You are granted a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to use the Platform in accordance with these Terms (the “License“). 
  3. Restrictions on the License. You may not:
    1. remove any copyright, trademark or other proprietary notices from anywhere on the Platform;
    2. use the Platform for the purpose of creating a service that performs substantially the same functionality as the Platform;
    3. violate, circumvent, reverse-engineer, decompile, disassemble or otherwise tamper with the security of the Platform;
    4. download, republish, post, transmit, or distribute any portion of the Platform except as permitted by a functionality enabled on the Platform;
    5. link to, mirror, or frame any portion of the Platform without the express written permission of Carity;
    6. distribute viruses, worms, malicious code, or software intended to damage, overly burden, interfere with or alter the operations of the Platform or affect the devices of other users of the Platform;
    7. use any program or script to download, copy, capture, scrape, index or otherwise obtain any portion of the Platform without the express written permission of Carity; or
    8. perform any actions that would unduly burden or hinder the operations of the Platform.

5. Marketing; Feedback.

  1. Feedback. We appreciate feedback, comments and suggestions to improve Our Services (the “Feedback”). Feedback may be submitted to hello@carity.com or as otherwise provided through the Platform. If You submit any Feedback, You grant Us a perpetual, royalty-free, irrevocable, transferable, unrestricted, and sub-licensable right and license to use the Feedback as We desire. You agree that We shall be free to use, disclose, reproduce, license or otherwise distribute and exploit the Feedback as We see fit. You hereby waive all Your moral rights in the Feedback for the benefit of Carity and its Affiliates and the respective successors, assigns and licensee.
  2. Marketing. By using Our Services, You authorize Us to display Your name and logo (including, for clarity, the name and logo of the Interested Buyer You represent) on Our website and any of Our marketing materials. If You provided Us with any testimonials or reviews, You authorize Us to display such testimonials and reviews on Our website and any of Our marketing materials.

6. Termination

  1. The License is effective until terminated by You or by Us. Your rights under this License will terminate automatically without notice from Us if You fail to comply with these Terms.
  2. Upon termination of the License, 
    1. You may not use Our Services;
    2. All outstanding Fees shall become due immediately and any late payments shall be subject to Section 3(a) as of the date of the termination; and
    3. You will no longer be subject to these Terms, except for Sections 1, 5, 7, 8 and 9, which shall continue to apply to You.

7. Disclaimer, Release and Indemnity

  1. Carity is a Platform. The Platform matches sellers and buyers based on their needs. We do not own the vehicles on the Platform or take title to any of the vehicles that are listed on the Platform. We are neither the Buyer nor the Seller. When the Platform matches a Seller and a Buyer, We make the Connection between the parties for the purpose of transaction. However, Carity is not involved in the transaction. It is up to You and the Seller to perform the necessary due diligence, and enter into the necessary paperwork for the transaction.
  2. Release. You hereby irrevocably and unconditionally release and forever discharge Carity Inc., its Affiliates, and its and their directors, officers, employees, agents and contractors (“Carity Parties”) from any and all claims, demands, and rights of action, whether now known or unknown, which relate to any interactions with, or act, inaction, or omission of any of Our Partners, other Interested Buyers and the Sellers. You agree that Carity Parties may use these Terms as an estoppel and a complete bar to any such claims, demands and rights of action.
  3. Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. YOUR USE OF THE PLATFORM IS AT YOUR OWN RISK WITH NO WARRANTIES (INCLUDING IMPLIED, EXPRESS OR STATUTORY) WHATSOEVER. WE EXPRESSLY DISCLAIM ANY EXPRESS WARRANTIES AND CONDITIONS OF ANY KIND, AND ANY IMPLIED WARRANTIES (TO THE EXTENT PERMITTED BY LAW), INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY, STABILITY, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT THE PLATFORM: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE.
  4. Indemnity. You agree to defend, indemnify and hold Carity Parties harmless from and against any claims, suits, actions, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) resulting from or relating to: (i) Your use of the Platform; or (ii) Your violation of these Terms. We reserve the right, at Your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify Carity Parties and You agree to cooperate with Our defence of these claims. You agree not to settle any matter without Our prior written consent. We will use reasonable efforts to notify You of any such claim, action or proceeding upon becoming aware of it.
  5. Vehicle Information. You acknowledge and agree that the Vehicle Information may not be perfect and that Carity has exercised sufficient diligence and efforts to ensure the accuracy and completeness of the Vehicle Information. However, despite these efforts, You acknowledge and understand that errors and omissions may be present in such Vehicle Information and that You acknowledge and understand the risks associated with relying solely on the Vehicle Information made available on the Platform. AS SUCH, AS A SOPHISTICATED COMMERCIAL PARTY, YOU UNDERSTAND THAT YOU ARE ULTIMATELY RESPONSIBLE FOR VERIFYING THE ACCURACY AND COMPLETENESS OF THE VEHICLE INFORMATION AND YOU AGREE NOT TO HOLD CARITY PARTIES RESPONSIBLE OR LIABLE FOR ANY INACCURACIES OR INCOMPLETENESS OF THE VEHICLE INFORMATION.

8. Limitation of Liabilities

  1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL ANY OF THE CARITY PARTIES BE LIABLE TO YOU FOR ANY: (i) LOST PROFIT, LOSS OF GOODWILL OR BUSINESS REVENUE; (ii) DAMAGES FOR PERSONAL OR BODILY INJURY, EMOTIONAL DISTRESS OR DEATH; (iii) INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES; OR (iv) SERVICE INTERRUPTION, COMPUTER DAMAGE, LOSS OF DATA OR COST OF SUBSTITUTE SERVICES; ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE PLATFORM, OUR PARTNERS, THE INTERESTED BUYERS, SELLERS, OR ANY OTHER PERSON AS A RESULT OF OUR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, EVEN IF ANY OF THE CARITY PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS OF DAMAGES SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU.
  2. IN THE EVENT THAT ANY LIABILITIES ARE NOT LIMITED BY SECTION 8(a), BUT TO THE EXTENT PERMITTED BY LAW AND EXCLUDING ANY UNUSED FUNDS AFTER DEDUCTING ANY OUTSTANDING FEES AND ANY INTERESTS ACCRUED THEREON, OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES SHALL BE LIMITED TO THE LESSER OF: (i) FIFTY CANADIAN DOLLARS ($50.00), AND (ii) THE FEES YOU’VE PAID US (IF ANY) IN THE 6 MONTHS PRECEDING THE FIRST CLAIM GIVING RISE TO THE LIABILITIES. 

9. General

  1. If any part of these Terms is found to be unenforceable, then that provision will be severed from these Terms and not affect the validity or enforceability of the remaining terms.
  2. These Terms are the final, complete and exclusive agreement between You and Us and supersede all prior agreements between Us.
  3. We may give You notice by means of a general notice on the Platform, or by email tied to Your account. Such notice shall be deemed to have been received by You 24 hours after emailing or posting the notice. You may give notice to Us by sending an email to the email address listed in the “contact us” section, with a copy to legal@carity.com. Such notice shall be deemed to have been received Us 48 hours after the emailing.
  4. These Terms will be governed by the laws of Ontario, Canada without giving effect to any conflict of laws principles.
  5. If We don’t enforce a provision of these Terms, it will not be considered a waiver. You can’t transfer Your rights or obligations under these Terms without Our consent. The word “including” means including without limitation. Headings of sections are inserted for convenience of reference only and do not affect the construction or interpretation of these Term. We may assign these Terms in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or bankruptcy or other operation of law, without Your consent.
  6. Contact Us:

    Carity Inc.
    101-400 Bradwick Drive
    Concord, ON, L4K 5V9
    legal@carity.com
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