AutoWurld ("application", "site", "service", "website", "tool" or any similar reference) is an application owned and produced by MyWurld, Inc. ("Company"). AutoWurld includes AutoWurld.com and AutoWurld Mobile; and any reference to Company, or any of the terms above, shall be understood to reference all products, services and offerings of AutoWurld. By using the application in any capacity you ("member", "user", "party", or any similar reference) accept the terms of this Agreement. This agreement is legally binding between you, or anyone using your account, and the Company. This agreement applies to all users, whether dealers, institutions, wholesalers, consumers, individuals, or any others. You hereby understand and agree to the following in entirety:

Company is a service provider only, linking potential buyers and sellers of vehicles via the website. Only users with valid usernames and passwords may access the site. The service is free to consumers and is a member- based monthly subscription model for dealers and industry players to buy and sell vehicles. Your use of the site is voluntary and therefore, your sole responsibility. Use of the site is a privilege, not a right, therefore Company has complete and sole authority to provide you access, and suspend or terminate your account for any reason, based on the terms below.

This Agreement serves as the contract for services between Company and members. For dealer, institution, and subscription accounts, service is month to month. Monthly payment is based on quoted rate at time of sale, payable in advance for each monthly access, and may be changed at Company discretion with 30 days notice. Your payment or continued use of the site acknowledge your acceptance of all the terms herein. You may cancel at any time with 30 days written notice. No refunds—no exceptions. There are no transaction fees or additional costs or fees for Company service; third party fees or costs engaged by you are unrelated to Company and beyond the scope of this agreement. Company reserves the right to refuse service to anyone for any reason. Dealer and institution members must be licensed and bonded and approved by Company, and in good standing with auto industry.

Company may alter, suspend, cancel, terminate or otherwise affect a member's account at any time, with or without notice, for any reason, including any violation, breach, or failure to comply with the terms set forth under this agreement or any other policy or terms agreement of which Company is part. All members and users of the site shall abide by and respect all prevailing laws, and auto industry regulations, whether now in effect, or established in the future, and shall be held solely accountable to those laws and regulations.

From time to time, at its sole discretion, Company may introduce other products, links, or third party offers. Company makes no warranties or promises concerning any third parties or third party links, products, or services. Regardless of whether such links or products are promoted directly on site, or whether on another site, Company shall have no liability concerning such, and makes no guarantees regarding price, terms, quality, reliability, performance, or suitability for use. You hereby release Company of any and all liability for damages, expenses or losses of any kind related to third party links, products, or services.

All non-third party information, data, and tools ("content") provided on the site are the property of Company and are protected by all applicable copyright laws. Except with written Company consent, or as provided for in this agreement, you may not display, reproduce, transmit, modify, edit, create or re-create other works from, or otherwise use, exploit, or profit from any of the content on the site.

All Company products, services, and names are trademarks or service marks of Company and may not be used without written consent of Company.

You hereby state and agree all information posted or communicated by you shall be true and accurate and in accordance with any or all applicable laws, and/or auto industry regulations, and that you own all rights to control, offer, upload, sell, or post such content, and vehicles, including copyright, trademark, patent laws, and/or legal title to vehicles. Any false, misleading, illegal, obscene, defamatory, threatening, or copyright infringing material you post to the site shall be subject to immediate removal and grounds for immediate suspension or termination of your account at Company sole discretion. You agree to hold Company harmless, and that you bear full legal and financial consequence for any such information posted by you or communicated by you, or anyone using your account, whether it is willfully false, misleading, damaging, or loss-producing, or mistakenly so.

You agree you will not upload any content to the site, or employ any tools or applications such as viruses, worms, or other corrupting files or code which may damage, affect, or impede the site, or the Company network, or place an unusual or undue burden on the site or network, including scrapers, spiders, malware, bots, spamming, phishing, or any similarly tool. You will not undermine or misuse the listings of others, ratings or feedback tools.

Any listings, auctions, or content you post on the site may not be immediately searchable and viewable for several hours (or up to 24 hours in some cases). Company cannot guarantee exact listing durations, auction durations, or when your content goes ‘live'. Company cannot guarantee where your listings or auctions appear in search results, in comparison to others' listings or auctions, as they may be affected by the following: Company procedures and site code, titles, content, data quality and integrity, listing format, bidding activity, end time, keywords, price, shipping and transportation costs, feedback, ratings, etc.

All auction and auction listing mechanics are fully controlled by Company and are not changeable, editable, or challengeable. All users shall abide by completed auction results. No exceptions. Company cannot guarantee a bidder's bid will go through and/or be posted in time to be accepted for an auction, and makes no guarantee of your ability to win auctions based on bids made, especially if you are bidding on or near the expiration of any auctions. Auction bidders must be satisfied of condition of vehicles before placing bids (see below for more buyer/seller condition responsibilities). All bids made shall be final, once posted, and if the highest bid, shall produce a binding contract with seller. If two bids of the same amount end up the highest bid at close of auction, the buyer posting the bid first shall win/acquire the vehicle.

Subject to Company's promise not to sell your information to any third party, any content you submit to the site grants Company, its subsidiaries, affiliates, successors, and licensees, a non-exclusive, perpetual, royalty- free, irrevocable, and fully sub-licensable license to publish, use, translate, modify, edit, alter, distribute, and profit from such content throughout all forms of media now in existence, or in the future, worldwide. You also grant Company the same rights to use your name, likeness, and image(s) in connection with such content and according to the same terms, in perpetuity. You have no right to any compensation for the above.

The Company offers the site and service AS IS and makes no warranties of safety, security, freedom of viruses, accuracy of information, suitability of use, freedom from errors or omissions, interruption of service, freedom from bugs and glitches, profit potential, security against financial or business loss, representations by other members or third parties, whether through advertisements, posted content, or any other form of communication.

Company may modify, alter, or change the terms herein, and the terms of your use of site, without notice. You are responsible to review these terms from time to time to ensure you understand them. Your continued use of the site shall bind you legally to this agreement and indicate your assent to all terms, including any/all changes from time to time.

You authorize Company, its affiliates, agents, and independent contractors to contact you by any means available or necessary from time to time, for any purpose, including solicitations. This agreement does not establish or intend any agency, partnership, joint venture, employee-employer, or franchisee-franchisor relationship between you and Company.

Transactions/Conditions/Arbitration

Since users and members assume all risks associated with use of the site, and all transactions, all buyers and sellers must take such risks into account in their pricing and negotiations, and build such risk into the price agreed for purchase or sale. All transaction specifics are negotiable between the parties, including transportation, and returns, return transportation costs, title transfer and title insurance, inspection/condition reports, inspection requests and payment for inspections, condition disclosure and acceptance, vehicle details and disclosures, and all other specifics.

All transacting is private between the parties. Company shall have no part in transactions, or liability therein. Digital offers and counteroffers between parties shall not be governed by Company but instead shall be governed by applicable law, including contract law, and auto industry laws and regulations. Parties hereby agree and acknowledge their compliance, responsibility, and understanding of said laws and regulations. Since transactions are legally binding under prevailing contract law, Company requires all buyers to employ the following tactics; it is their full and sole responsibility to: 1) make all retail or wholesale offers and purchases contingent upon full condition disclosure and inspection, 2) inquire about condition and receive satisfactory response prior to bidding or making offers, 3) arrange and pay for vehicle inspections to your complete satisfaction before making payment, 4) since auction bids are final once made, be certain you are fully comfortable with the condition and accuracy of the vehicle information prior to bidding, and 5) build risk into offer price.

All buyers and sellers hereby agree to accurately represent the VIN#, title status, condition, and all feature details of vehicles on the site and the ability to contract for, purchase/sell, and pay for vehicles negotiated through the site, including conveying and accepting full legal title. Company has a zero-tolerance policy for fraud and misrepresentation and shall terminate or suspend accounts at its full discretion for misconduct, with or without warning. Buyers shall promptly deliver in full, payment promised, and sellers shall promptly provide vehicles and title to buyers as per agreed arrangement between the parties. Buyers and sellers hereby agree not to change the terms of sale after acceptance of the last offer or counter offer.

All parties hereby agree and understand that the condition of a vehicle, including mechanical performance is not an exact science, and buyers and sellers, and people in general have different standards for evaluating and classifying and quantifying quality. Therefore, all buyers and sellers must assess and build these risks into their transactional pricing, and must be certain the conveyance of condition is understood and agreed upon in writing.

AutoWurld has three condition classifications: Green=Guaranteed. Yellow=Caution. Red=As Is. Guaranteed cars (distinctly different than CPO) mean the selling dealer stands behind the vehicle and warrants it has no observable defects affecting value. "As is" vehicles are of unknown/unreported condition where the buyer will bear all risk. Caution means there is a noted defect which shall be disclosed by the seller and taken into consideration in the pricing/transaction. Caution defects shall be clearly and specifically disclosed and listed on the vehicle detail page in a prominent location, for example, at the top of the Description field, or in the Condition field for each vehicle, or they shall be otherwise disclosed and accepted in writing through communication by parties.

Sellers are not required to post condition, but are encouraged to do so to facilitate more efficient transacting and bidding. Buyers bear full responsibility to inquire regarding condition specifics and to make allowances and considerations for condition when making offers. Sellers are wholly responsible for the content and information they provide, or fail to provide, regarding condition. Buyers and sellers are encouraged to use the AutoWurld rating system to aid in self-policing of the network once digital transactions are complete. Whenever a buyer believes and can substantiate the vehicle condition and/or performance is not as advertised or communicated by the seller, if the parties cannot come to an amicably agreeable solution, and if the amount required to remedy the issue is under $500, then the buyer of the vehicle accepts this as part of the risk of doing business. Company shall have no liability herein, including financial, and shall not be required to intervene or assist either party in such cases. As a good business practice, the parties are free to work out a solution if the seller wishes to compensate the buyer in any capacity. However, such compensation is not required.

If however, the amount needed to remedy such a transaction is greater than $500, sellers are required to negotiate a fair settlement with the buyer. If the parties are unable to resolve such transactional disputes, the Company will arrange for and provide access to an arbitration solution; see arbitration sections below. Sellers may post information regarding recent vehicle inspections and buyers may ask for and pay for inspections prior to or after purchasing. Buyers, at their sole and full responsibility may make purchases contingent upon vehicle inspection. Company shall have no liability or responsibility regarding conditions and inspections, including the fees and costs associated, and regarding losses or damages incurred by members due to inspections or failures to request and utilize inspections, or misunderstandings regarding stated or non- stated vehicle condition.

Regarding inspection and arbitration, unless otherwise arranged between the parties, buyers have 24 hours from the time they take possession of a vehicle to inspect vehicle, assess condition, and inform the seller of results. If results are satisfactory, the transaction shall be consummated with payment as arranged by parties. If results are unsatisfactory in relation to the advertised condition of the vehicle, buyer and seller may work out an acceptable arrangement at their discretion.

Subject to the $500 threshold referenced above, if an agreement cannot be reached and arbitration is needed, buyer shall notify both Company and seller in writing of the need for arbitration within 72 hours of initial vehicle possession. All time requirements shall include business-days only and shall not include any weekends or holidays. Evidence of delivery/receipt date and time, and time stamp of emails, or other valid evidence shall establish buyer's compliance with time rules. Buyer must be able to provide such evidence to establish a valid claim.

Arbitration shall be arranged by Company. Company shall arrange the most convenient arbiter possible for the parties, at its discretion, but makes no representations as to the suitability or convenience for either party. All decisions by Company in choice of arbiter shall be final.

It shall be the responsibility of both parties to execute an arbitration agreement with the arbiter and to follow and abide by those rules, and applicable laws. Unless otherwise specified in the arbitration agreement, the losing party shall pay the cost of the arbitration, in addition to any final resolution of losses/compensation required by arbiter.

Company shall have no involvement or liability of any kind when arbitration is employed. Company's responsibility and involvement shall be deemed complete when Company forwards arbitration contact information to both parties. It is the parties' sole responsibility to engage arbitration, sign arbitration agreement, move forward with arbitration, and resolve disputes. There shall be no other remedy for parties to transaction disputes other than those stated herein. Company shall have no expense or cost associated with arbitration, or any losses incurred in transactions through the site. All costs, risks, and expenses shall be borne by the parties.

Disclaimers

Company makes no warranties, promises or guarantees concerning any of the information or vehicles on the site, including their title, history, condition, features, price, lien/encumbrance status, and suitability for use, or any other details or specifics, regardless of information posted on the site.

All negotiations for vehicles, all terms of sale, and all costs, risks, expenses or losses associated with vehicles, transactions, transportation, inspections, conditions, title insurance/verification, or any details on the site, or discussed by, or conveyed by parties, are the sole responsibility of parties to transactions.

Users are fully responsible for any loss, damages, or injuries to others, or Company, whether physical, financial, or otherwise as a result of use of the site, content posted in your account or to the site, and any communications, negotiations or transactions in which you participate. You fully indemnify Company for any such damage, injury, or loss. Company shall pursue all legal remedies against you for any damage you cause to the site, to the Company, or to any other party, at Company's discretion.

You agree to bear all known, unknown, seen, or unforeseen risks associated with your use of site, communications, negotiations and transactions resulting from your use of the site. You agree and understand that the Internet is not always reliable, nor is any website or application. Furthermore, Company does not review content posted by you, or by other users, or third parties for accuracy or truthfulness. Through your use of the site, and your interaction with others, you agree to hold Company, its officers, employees, directors, affiliates, representatives, owners and third party affiliates harmless for any and all losses incurred by you, or caused by you, including loss of business, interruptions of service, inaccurate or misleading information, delays in service, lost data, interrupted activity or transactions, losses of opportunities, fraud perpetrated by others, or any other damages suffered by you, or suffered by others due to your use of the site.

You agree to indemnify and hold harmless Company, its affiliates, employees, directors, owners, officers, representatives, and third party associates, for any of your violations of this agreement, and for any and all claims and/or damages, including punitive, incidental, direct, or any other form of damage demands, and costs, expenses, fees, including attorney fees, legal action, legal awards or penalties, arising out of your use of the site, or through your experience with any members/users of the site, or third parties, including their websites, products or services.

If any section or portion of this agreement shall be found to be legally unenforceable, the rest of this agreement shall remain in full effect.