Posted: March 7, 2015
Effective: March 7, 2015
If you do not accept any part of these Terms, you are not permitted to use our Services.
When you list a vehicle using our Services, you are required to create a condition report for that vehicle. You must accurately disclose the condition of the vehicle in the condition report. The condition report must include images of the vehicle taken at the time of appraisal including images of the VIN and the odometer. You must also accurately disclose any announcements applicable to the listed vehicle. Upon confirmation of the condition report, listing, and announcements the auction for the listed vehicle opens. Once the auction closes, you have 60 minutes to accept, decline, or propose a counter-offer to the purchaser with the highest bid.
Bids you place on a vehicle are binding and subject to the Purchase Policy. By placing a bid, you agree and authorize the transaction for a vehicle. If you receive a counter-offer from the seller, you can accept or decline the counter-offer. If you decline the counter-offer, your original high bid is still a valid bid until the auction closes. When you purchase a vehicle using our Services, the sale is Red Light “as-is” and “where-is” unless otherwise stated. Green Light sales offer the buyer some protection. Refer to the Arbitration Policy for details. ACV may act as an arbitrator regarding green light auctions and title and other paperwork issues.
You may be able to adjust the purchase price or cancel the transaction in the following situations:
The buyer should not pick up the vehicle from the seller until they have reviewed the vehicle title that was sent to their dealership by the seller. By waiting for the title to arrive first, it provides for paperwork issues to be resolved before vehicle transportation expenses have been incurred. If paperwork issues cannot be resolved and the buyer wishes to return the vehicle, the buyer is responsible to return the vehicle at the buyer’s expense. We have the right to retract payments made to the seller in order to reimburse the buyer when necessary. A payment will be initiated from the buyer’s associated account after a successful auction. ACV will provide you with a bill of sale via email. The bill of sale will have the sale date, vehicle information, buyer and seller information, and shipping instructions for the title.
As a buyer, you can provide feedback that will be associated with the seller. ACV Auctions may investigate reps with poor feedback. ACV Auctions will make the final determination regarding any rep’s access to the Services.
When you use our Services, you provide us with things like your text, pictures, contacts, and so on (“Your Stuff”). Your Stuff is yours. These Terms don’t give us any rights to Your Stuff except for the limited rights that enable us to offer the Services.
We need your permission to do things like hosting Your Stuff, backing it up, and sharing it when you ask us to. These and other features may require our systems to access, store and scan Your Stuff. You grant us a license to do those things, and this license extends to trusted third parties we work with. You agree that this permission is royalty free, irrevocable and worldwide for so long as Your Stuff is stored with us.
You’re responsible for your conduct, Your Stuff and you must comply with our Acceptable Use Policy. Content in the Services may be protected by others’ intellectual property rights. Please don’t copy, upload, download, or share content unless you have the right to do so.
We may review your conduct and content for compliance with these Terms and our Acceptable Use Policy. With that said, we have no obligation to do so. We only facilitate transactions. We aren’t responsible for the behavior of buyers and sellers using the Service. Please safeguard your password to the Services, make sure that others don’t have access to it, and keep your account information current.
Some of our Services allow you to download client software (“Software”) which may update automatically. So long as you comply with these Terms, we give you a limited, nonexclusive, nontransferable, revocable license to use the Software, solely to access the Services. To the extent any component of the Software may be offered under an open source license, we’ll make that license available to you and the provisions of that license may expressly override some of these Terms. Unless the following restrictions are prohibited by law, you agree not to reverse engineer or decompile the Services, attempt to do so, or assist anyone in doing so.
The Services are protected by copyright, trademark, and other US and foreign laws. These Terms don’t grant you any right, title or interest in the Services, others’ content in the Services, ACV Auctions trademarks, logos and other brand features. We welcome feedback, but note that we may use comments or suggestions without any obligation to you.
Paid Accounts. No Refunds. You may cancel your ACV Auctions account at any time but you won’t be issued a refund for any monthly fees paid.
Downgrades. Your account will remain in effect until it’s cancelled or terminated under these Terms. If you don’t pay for your account on time, we reserve the right to suspend it or reduce your features. Changes. We may change the fees in effect but will give you advance notice of these changes via a message to the email address associated with your account.
You must use our Services in compliance with your dealership’s terms and policies. Please note that your dealership account is subject to your dealership’s control. Your administrators may be able to access, disclose, restrict, or remove information in or from your dealership account. They may also be able to restrict or terminate your access to a dealership account. Your administrators may prevent you from later disassociating your account from the dealership account.
You’re free to stop using our Services at any time. We also reserve the right to suspend or end the Services at any time at our discretion and without notice. For example, we may suspend or terminate your use of the Services if you’re not complying with these Terms, or use the Services in a manner that would cause us legal liability, disrupt the Services or disrupt others’ use of the Services. Except for Paid Accounts, we reserve the right to terminate and delete your account (including Your Stuff) if you haven’t accessed our Services for 12 consecutive months. We’ll of course provide you with notice via the email address associated with your account before we do so.
We strive to provide great Services, but there are certain things that we can’t guarantee. TO THE FULLEST EXTENT PERMITTED BY LAW, ACV AUCTIONS AND ITS AFFILIATES, SUPPLIERS AND DISTRIBUTORS MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES. THE SERVICES ARE PROVIDED “AS IS.” WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Some states don’t allow the disclaimers in this paragraph, so they may not apply to you.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL ACV AUCTIONS, ITS AFFILIATES, SUPPLIERS OR DISTRIBUTORS BE LIABLE FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT ACV AUCTIONS HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; (B) YOU ACKNOWLEDGE AND AGREE THAT ACV AUCTIONS IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE AND ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU; (C) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES MORE THAN THE GREATER OF $20 OR THE AMOUNTS PAID BY YOU TO ACV AUCTIONS FOR THE PAST 12 MONTHS OF THE SERVICES IN QUESTION. Some states don’t allow the types of limitations in this paragraph, so they may not apply to you.
You agree at your expense to defend, indemnify, and hold ACV Auctions, its officers, directors, employees and agents harmless from and against any loss, damage, liability, demand, lawsuit, debt, charge, action, penalty, interest, claim, cost, tax or expense whatsoever, including without limitation any and all out-of-pocket costs and actual legal and accounting fees, indemnities, duties, accounts, bonds, covenants, claims over, claims for contribution or indemnity, warranties, either at law or in equity, which ACV Auctions may incur, suffer or be required to pay as a result of or relating to, arising out of, or in connection with (a) your use of the Services; (b) your violation of the Terms; (c) your violation of any third party right, including, but not limited to, any intellectual property right, right of attribution, association, integrity, publicity, confidentiality, property or privacy right; or (d) any claim that Your Stuff, or your use the Stuff of others, may have caused or did cause damage to a third party, including, but not limited to, claims that Your Stuff, or your use of the Stuff of others, infringe the rights of others or caused damages to others.
You also agree to indemnify ACV Auctions for reasonable legal and accounting fees, costs, and expenses incurred in enforcing the rights of ACV Auctions against You under these Terms.
Let’s Try To Sort Things Out First. We want to address your concerns without needing a formal legal case. Before filing a claim against ACV Auctions, you agree to try to resolve the dispute informally by contacting ACV Auctions by mail. We’ll try to resolve the dispute informally by contacting you via email. If a dispute is not resolved within 15 days of submission, you or ACV Auctions may bring a formal proceeding.
We Both Agree To Arbitrate. You and ACV Auctions agree to resolve any claims relating to these Terms or the Services through final and binding arbitration, except as set forth under Exceptions to Agreement to Arbitrate below.
Arbitration Procedures. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in the United States county where you live or work, Buffalo (NY), or any other location we agree to.
Arbitration Fees and Incentives. The AAA rules will govern payment of all arbitration fees. ACV Auctions may seek its attorneys’ fees and costs in arbitration, especially if the arbitrator determines that your claim is frivolous.
No Class Actions. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren’t allowed. Judicial forum for disputes. In the event that the agreement to arbitrate is found not to apply to you or your claim, you and ACV Auctions agree that any judicial proceeding will be brought in the federal or state courts of Erie County, NY. Both you and ACV Auctions consent to venue and personal jurisdiction there.
These Terms will be governed by New York law except for its conflicts of laws principles. You represent that you have sufficient authority and all right and full power to agree to Terms and to perform your respective obligations under these Terms on behalf of yourself or on behalf of the organization for whom you are acting, as the case may be.
These Terms constitute the entire agreement between you and ACV Auctions with respect to the subject matter of these Terms, and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms. These Terms create no third party beneficiary rights.
ACV Auctions’s failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable, the remaining provisions of the Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under these Terms, and any such attempt will be void. ACV Auctions may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.
We may revise these Terms from time to time, and will always post the most current version on our website. If a revision meaningfully reduces your rights, we will notify you (by, for example, sending a message to the email address associated with your account, posting on our blog or on this page). By continuing to use or access the Services after the revisions come into effect, you agree to be bound by the revised Terms.