Last Modified: June 2021
Changes to the Terms of Service. We may revise and update these Terms of Service from time to time in our sole discretion. All changes are effective immediately when we post them. Your continued use of the Website following the posting of revised Terms of Service means that You accept and agree to the changes.
Eligible Participants. Carmigo provides an online marketplace connecting individuals and commercial sellers (a “Seller”) to automobile dealers across the country.. Only representatives of licensed dealerships are eligible to purchase vehicles through the Website (a “Buyer”). By using the Website, You represent and warrant that You are eligible to sell or purchase vehicles pursuant to these conditions.
Carmigo’s Role. Carmigo provides services to facilitate the exchange of vehicles between Sellers and Buyers. We do not take title to the vehicles listed for sale on the Website. We are neither the buyer nor the seller of the vehicles listed for sale. As a commercial party, Buyer should research the condition and value of the vehicle and the terms of sale before bidding on a vehicle. We are not a party to the vehicle sale contract, but we are a third party beneficiary of the contract and are entitled to the parties’ performance and to seek legal remedies for the parties’ breach. You agree that any legal claims arising out of a transaction for the sale of a vehicle will be between You and the other party (either Buyer or Seller of the vehicle) to the transaction and not against Carmigo.
Seller Obligations. Each Seller accessing and using the Website represents, warrants and agrees to the following terms:
- Any amounts owed to Carmigo by Seller may be deducted from any proceeds due to Seller.
- Carmigo may stop payment or refuse to authorize payment to Seller pursuant to a right of offset.
- Risk of loss for a vehicle remains with Seller as long as the vehicle is at Seller’s premises. Once the vehicle is removed from Seller’s premises, the risk of loss for the vehicle is transferred to Buyer.
- Seller is responsible for providing an accurate odometer mileage statement pertaining to the vehicle.
- Seller is the true and lawful owner of the vehicle except as set forth in the vehicle’s announcements.
- The vehicle is free from all liens and encumbrances except as set forth in the vehicle’s announcements.
- Seller has full rights, power and authority to sell and transfer title to Buyer except as set forth in the vehicle’s announcements.
- A $350.00 cancellation fee will be assessed to Seller if a transaction is cancelled or abandoned after a bid for the vehicle either meets the reserve or is otherwise accepted.
- Seller shall abide by and comply with all applicable laws, rules and regulations, including but not limited to all rules and regulations set forth by the applicable department of motor vehicles.
Buyer Obligations. Each Buyer accessing and using the Website represents, warrants and agrees to the following terms:
- Buyer’s bid is valid through the next business day until 2:00pm CST
- Buyer will purchase the vehicle for the Buyer’s accepted bid price.
- Buyer will select a payment option by 11:59 PM the same day the bid for the vehicle is accepted or the sale may be considered null and void at Carmigo’s discretion; in such event Buyer may be subject to financial penalty and/or suspension of Buyer’s account access.
- No stop payment order of Buyer’s payment to Carmigo shall be honored.
- Any stop payment order shall be deemed by the parties to be evidence of fraud existing at the time the transaction was consummated and shall be construed by the parties as an intent to defraud in order to consummate the transaction.
- Carmigo may deposit any payment immediately, regardless of whether Buyer has possession of the vehicle’s certificate title.
- Title to the vehicle will not pass to Buyer until complete payment has been received by Carmigo and the title has been received from Seller.
- Buyer is solvent.
- The vehicle is purchased solely for resale in the form of tangible personal property in Buyer’s regular course of business and is the sort usually purchased by Buyer for resale.
- If Buyer is planning to export a vehicle, Buyer is responsible for ensuring satisfaction of all export requirements and all import requirements of the destination country.
- Buyer holds a retail sales tax registration, certificate, license, or other permit, issued by the sales taxing authority of Seller’s state, county, and country as appropriate.
- Carmigo reserves the right to limit the number of vehicles purchased by Buyer at any time.
- Failure to remit payment within two (2) business days will result in a fee equal to the total buy fee.
- Buyer is subject to account suspension at the discretion of Carmigo.
- Buyer will not attempt to manipulate bids, intentionally bid up the price of any vehicle or otherwise fraudulently bid on any vehicle.
- Buyer shall abide by and comply with all applicable laws, rules and regulations, including but not limited to all rules and regulations set forth by the applicable department of motor vehicles.
Transport. Buyer and Seller agree that Carmigo will coordinate the transportation of the vehicle from Seller to Buyer via a third-party selected by Carmigo, and neither Buyer nor Seller shall do so directly. Buyer agrees that delivery of the vehicle, including the risk of loss to Buyer, will occur at the time the vehicle is loaded on to the transport and removed from Seller’s premises (i.e., FOB shipping point). During such transit, the vehicle will be insured at no cost to Buyer, and Buyer will be the beneficiary of any claims for damage to the vehicle or losses occurring while the vehicle is in transit.
If Buyer takes delivery of the vehicle in a state in which Carmigo is not licensed to sell the vehicle, the vehicle may be delivered to or shipped from a state in which Carmigo likewise does not have a license to sell the vehicle. In such case, Buyer agrees that the sale is transacted, and legal title to the vehicle transfers, in the State of Mississippi, at the later of the time that (i) Buyer makes the final payment to Carmigo in Mississippi or (ii) Carmigo approves the purchase from a sales or delivery location in Mississippi (if applicable).
Payment Terms. You agree to pay Carmigo any and all fees and charges assessed by Carmigo for access and use of the services provided through the Website. Fees are subject to change without notice. All fees are non-refundable. The purchase price of the vehicle, service charges, transportation charges, and all applicable taxes and fees payable by Buyer in connection with the purchase of a vehicle through the Website is the “Total Payment Amount.”
Buyer shall pay Carmigo the Total Payment Amount once the vehicle is picked up from the Seller (the “Payment Due Date”). Payment shall be made in U.S. dollars by ACH electronic funds transfer, check, floor plan, or by another financing arrangement acceptable to Carmigo. If payment is not received by the Payment Due Date, the amount owing will be automatically debited using the default payment method selected by Buyer. Carmigo reserves the right to specify the type of payment method it will accept from Buyer in our sole and absolute discretion. In addition to whatever rights of set-off Carmigo may have, if Buyer fails to pay fees or other amounts owing when due to Carmigo, Carmigo will be entitled to immediately set off the amount owed by Buyer from any funds due from Carmigo to Buyer. In addition, if Buyer fails to pay the Total Payment Amount by the Payment Due Date, we may: (a) electronically debit your bank account or floor plan account in accordance with the default payment method selected by You or another account made available to Carmigo; (b) withhold title documents until all amounts owed have been paid; (c) cancel the sale transaction; (d) charge interest on any past due amounts at the rate of one and one half (1.5%) percent per month, calculated in U.S. dollars, or the maximum rate allowed by law, whichever is less; and/or (e) pursue any other remedy or relief permitted by law. If Carmigo accepts payment from Buyer by electronic check, Buyer authorizes Carmigo to initiate debit entries to its account at the financial institution on which the electronic check was written. The electronic check debit authorization will remain in force until we have received written notice from Buyer of its termination. Carmigo reserves the right to decline payment by electronic check at any time and for any reason. Any payment that is withdrawn by Buyer or its bank, rejected or returned for non-sufficient funds (“NSF”) must be settled and replaced immediately. NSF transactions will be subject to a service charge up to the maximum amount allowed by law and shall be immediately due and payable.
Carmigo will pay Seller the purchase price of the vehicle less any fees due from Seller to Carmigo after receipt of a clear, transferable title from Seller.
You agree to pay all costs including, without limitation, attorney fees, court costs and other expenses reasonably incurred by Carmigo to collect any monies owed by You.
Relationship with Dwolla;
Accessing the Website and Account Security. We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.
If You choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, You must treat such information as confidential, and You must not disclose it to any other person or entity. You also acknowledge that your account is personal to You and agree not to provide any other person with access to this Website or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You are solely responsible for all access to, usage of, or activity on your account. You acknowledge and agree that we may, and You specifically authorize us to, process all transactions that are initiated through your account.
We have the right to disable any user name, password, or other identifier, whether chosen by You or provided by us, at any time if, in our opinion, You have violated any provision of these Terms of Service.
Information You Provide in Connection with the Sale of Your Vehicle. If You are using the Website to sell your vehicle, You represent and warrant that the information You provide is accurate and not false or misleading and that You are the sole owner of any images You submit in connection with the vehicle and that the images will not violate the intellectual property rights of any third party, including copyright or other intellectual or proprietary rights. You further agree that by submitting any information or images in connection with the vehicle, You grant to Carmigo and its affiliates a nonexclusive, royalty-free, perpetual, transferable, irrevocable and fully sub-licensable right to use, reproduce, modify, adapt, translate, distribute, publish, create derivative works from and publicly display and perform such information and images throughout the world in any media, now known or hereafter devised. You acknowledge that if You provide us with any false, incomplete or inaccurate information, the estimated value of your vehicle may be inaccurate. By providing your personal and vehicle information to us through the Website, You agree that we may contact You, by any method that You supplied for your contact information, about your vehicle and our services.
Intellectual Property Rights. The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, logos, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Carmigo, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. You may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication, or distribution. Otherwise, You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website without our written consent. No right, title, or interest in or to the Website or any content on the Website is transferred to You, and all rights not expressly granted are reserved by Carmigo.
Prohibited Uses. You may use the Website only for lawful purposes and in accordance with these Terms of Service. You agree not to use the Website:
- In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the United States or other countries).
- To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
- To impersonate or attempt to impersonate Carmigo, a Carmigo employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).
- To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm Carmigo or users of the Website, or expose them to liability.
- To build a competitive product or service or copy any ideas, features, functions or graphics of the Website.
Additionally, You agree not to:
- Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website.
- Use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
- Use any manual process to monitor or copy any of the material on the Website, or for any other purpose not expressly authorized in these Terms of Service, without our prior written consent.
- Use any device, software, or routine that interferes with the proper working of the Website.
- Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
- Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website.
- Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
- Otherwise attempt to interfere with the proper working of the Website.
Reliance on Information Posted. Carmigo is constantly updating the Website, and may experience delays, glitches and other technical errors. As a result of such technical difficulties, the information found on the Website may contain errors or inaccuracies and may not be complete or current. Vehicles may be mispriced, described inaccurately, or unavailable on the Website, and we cannot guarantee the accuracy or completeness of any information found on the Website. We therefore reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice. If, with respect to a vehicle sold, a unilateral mistake is or was made by Carmigo or Seller in setting the reserve or sale price of a vehicle, Carmigo may, in its sole discretion, unwind such sale, and Buyer agrees to return any such vehicle at Carmigo’s request, and Carmigo will, upon receipt of such vehicle, return the purchase price to Buyer.
This Website may include content provided by third parties, including materials provided by third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Carmigo, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Carmigo. We are not responsible, or liable to You or any third party, for the content or accuracy of any materials provided by any third parties.
Users Under the Age of 18. Our Website is not intended for users under 18 years of age. No one under age 18 may provide any information on the Website. We do not knowingly collect personal information from users under 18. If you are under 18, do not use or provide any information on this Website or provide any information about yourself to us, including your name, address, telephone number, email address, or any screen name or user name you may use. If we learn we have collected or received personal information from a user under 18 without verification of parental consent, we will delete that information. If you believe we might have any information from or about a users under 18, please contact us at firstname.lastname@example.org.
California residents under 18 years of age may have additional rights regarding the collection and sale of their personal information. Please see Your California Privacy Rights for more information.
Linking to the Website. You may link to our homepage, provided You do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but You must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part. You agree to cooperate with us in causing any unauthorized linking immediately to stop. We reserve the right to withdraw linking permission without notice.
Links from the Website. If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If You decide to access any of the third-party websites linked to this Website, You do so entirely at your own risk and subject to the terms and conditions of use for such websites.
Geographic Restrictions. The owner of the Website is based in the State of Mississippi in the United States. We provide this Website for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If You access the Website from outside the United States, You do so on your own initiative and are responsible for compliance with local laws.
Disclaimer of Warranties. You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER CARMIGO NOR ANY PERSON ASSOCIATED WITH CARMIGO MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER CARMIGO NOR ANYONE ASSOCIATED WITH CARMIGO REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
TO THE FULLEST EXTENT PROVIDED BY LAW, CARMIGO HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Limitation on Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL CARMIGO, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Indemnification. You agree to defend, indemnify, and hold harmless Carmigo, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Service or your use of the Website, including, but not limited to, any use of the Website’s content, services, and products other than as expressly authorized in these Terms of Service, or your use of any information obtained from the Website.
Governing Law and Jurisdiction. All matters relating to the Website and these Terms of Service, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Mississippi without giving effect to any choice or conflict of law provision or rule (whether of the State of Mississippi or any other jurisdiction).
Arbitration. You are required to submit any disputes arising from these Terms of Service or use of the Website, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration. The arbitration shall be administered by JAMS in Tupelo, Mississippi. The parties shall split all fees and costs and the prevailing party shall be reimbursed for all fees and costs expended.
If upon delivery and inspection of a vehicle, Buyer discovers a defect that is allowed to be arbitrated pursuant to the Carmigo Arbitration Policy, Buyer may pursue a remedy through the arbitration process as set forth in such policy.
Termination. If You violate, breach, fail to follow, or act inconsistently with these Terms of Service, we may terminate, discontinue, suspend, and/or restrict your ability to access, visit, and/or use the Website or any portion thereof, with or without notice. We reserve the right to take any technical, legal and/or other actions that we deem necessary and/or appropriate, with or without notice, to prevent violations and enforce these Terms of Service and remediate any purported violations.
Communications to You. Carmigo will typically use electronic means to communicate with You. For contractual purposes, You (a) consent to receive communications from us in electronic form; and (b) agree that all notices, documents, disclosures, and other communications that we provide to You electronically satisfy any legal requirement that such communications would satisfy if they were in writing. Your consent to receive communications and do business electronically, and your agreement to do so applies to all of your interactions and transactions with us.
You understand and agree that by creating an account You may receive certain communications from us, such as transactional or relationship messages, and/or messages about your account, and that these communications are considered part of your account and You may not be able to opt out of receiving them without ceasing to be a registered user of the Website.
You agree that by providing your phone number, Carmigo or our authorized representatives, may call and/or send text messages (including by using equipment to automatically dial telephone numbers) about your interest in a sale, purchase, for marketing/sales purposes, or for any other servicing or informational purpose related to your account. You do not have to consent to receiving calls or texts to use Carmigo’s services.
Waiver and Severability. No waiver by Carmigo of any term or condition set out in these Terms of Service shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Carmigo to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision.
If any provision of these Terms of Service is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect.
Entire Agreement. The Terms of Service constitute the sole and entire agreement between You and Carmigo regarding the use of the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website.
Your Comments and Concerns. All feedback, comments, requests for technical support, and other communications relating to the Website should be directed to: email@example.com.
We respect the intellectual property of others. All notices of copyright infringement claims should be sent to the copyright agent at: firstname.lastname@example.org.