Terms & Conditions

The following terms and conditions (“Terms”) between Customer and The Golf Car Business (hereinafter “The Golf Car Business”) govern the use of, and access to, the Services, as hereafter defined, provided by The Golf Car Business, through which a Customer may sell and/or purchase wholesale golf cars. As used herein, the term Customer (“Customer”) can refer to a party selling a golf car (“Seller”), or a party buying a golf car (“Buyer”). These Terms, and any amendments thereto, which may be made from time to time, will be effective as of the date specified herein, or in the amended Terms. By using or accessing the Services, Customer agrees to be bound by the current Terms, and all future Terms, as may be amended, from time to time.

1. Eligibility

The Golf Car Business provides a dealer-to-dealer online marketplace for the sale and purchase of wholesale golf cars by and between licensed wholesale dealers (the “Services”). Representatives of licensed golf car dealerships are eligible to participate, and utilize the Services. By using the Services, Customer, and any Authorized Agent of Customer. represents and warrants that Customer, and its Authorized Agents, are licensed golf car dealers, and are legally eligible to purchase or sell wholesale golf cars for resale. To be eligible to utilize the Services, Customer shall be required to provide, to The Golf Car Business, the following documents: (i) a valid state issued dealer’s license; (ii) applicable resale certificates; and (iii) federal tax identification number.

2. Registration

To be able to access the Services, you must complete The Golf Car Business’s online registration process, including providing and completing any and all documents required as part of the registration. Upon receipt and approval of your registration, you and your designated agents (“Authorized Agents”) will be provided access to the Services. Customer shall be liable and responsible for any and all actions, statements, omissions, and any failure to act, by Customer’s Authorized Agent, in connection with Customer, or Customer’s Authorized Agent’s, use of the Services. Customer represents and warrants that all information provided to The Golf Car Business is accurate and complete, and that Customer will immediately notify The Golf Car Business, in writing, of any changes to the information provided to The Golf Car Business. Customer authorizes The Golf Car Business to share any information provided to The Golf Car Business, including, without limitation, any financial information, information related to Customer’s inventory, Customer’s address and contact information, and any other such information that may be required to be supplied. Customer shall be prohibited from providing access to the Services, to any individual who is not an employee or Authorized Agent of Customer. Client represents and warrants to The Golf Car Business that: (i) Customer and Customer’s Authorized Agent are in compliance with, and shall comply with, all laws and regulations that apply to Customer’s business, and any and all laws, rules, and regulations that may be required by Customer’s state of incorporation and Federal law; and (ii) Customer and Customer’s Authorized Agents have secured, and will maintain, all permits, licenses, and government approvals, that may be required, in order to operate Customer’s business, including, without limitation, that may be required to access, and participate in, the Services. The Golf Car Business shall have the right to temporarily or permanently, suspend Customer’s access, and/or the access of Customer’s Authorized Agent, in the event of any violation of the Terms, as provided herein, at The Golf Car Business’s sole discretion.

3. Permitted Use

Customer agrees that Customer will use the Services solely for business purposes only, and will not license, sublicense, sell, rent, lease, transfer, assign, or otherwise make the Services available to any third party, other than Customer’s Authorized Agent(s}. Customer, and Customer’s Authorized Agent, further warrant, and represent, that the Customer, or Customer’s Authorized Agent, will not: (i} send any unsolicited messages in violation of applicable laws; (ii} send any obscene, threatening, libelous, or otherwise unlawful and/or tortious material; (iii} store any personal, confidential, or infringing materials of any other Customer, including any material that violates any third party privacy rights; (iv} send or store any malicious code or virus; (v} attempt to gain unauthorized access to the Services or its related system or network; (vi} interfere with or disrupt the integrity or performance of the Services, or any data contained therein; or (vii} Access the Services in order to build a competitive product or service, or permit others to do the same.

4. The Golf Car Business Services

The Golf Car Business is providing access to, and facilitating the exchange of, and sale of, wholesale golf cars, by and between Buyers and Sellers, with valid and current dealer’s licenses. The Golf Car Business is not the owner of, nor does it hold title to the golf cars listed for sale, and The Golf Car Business is neither the Buyer, nor the Seller, of the golf cars listed for sale. The Golf Car Business is not a party to any transaction that may occur between a Buyer or a Seller, by virtue of The Golf Car Business’s Services. The scope of The Golf Car Business’s involvement in any transaction, which may occur, is solely to provide Customers with access to wholesale golf cars, and to facilitate the publication and possible sale of wholesale golf cars, between Buyers and Sellers, holding a valid dealer’s license.

5. Seller’s Obligations

The Seller represents, and warrants the following: (i} Seller is a licensed dealer of golf cars and holds all required permits for the purchase or sale of wholesale golf cars; (ii} Seller agrees that any amounts owed to The Golf Car Business, by Seller, shall be paid to The Golf Car Business, at the time that Seller lists its golf cars for sale, or as otherwise set forth in The Golf Car Business’s payment policy, which may be amended, from time to time; (iii} The risk of loss for any golf car shall remain with the Seller, for as long as the golf car is on Seller’s premises, and once Buyer retrieves the golf car, or removes the golf car from Seller’s premises, the risk of loss, for the golf car(s} shall transfer to Buyer, or Buyer’s Authorized Agents; (iv} Seller is responsible for accurately describing the condition of the golf cars, and further warrants that any and all statements provided, as it relates to the condition of the golf cars, is true and accurate to the best of Seller’s knowledge; (v) Seller is the true and lawful owner of the golf car; (vi) that the golf car is free from all liens and encumbrances, or that Seller has clearly advised of any liens or encumbrances on the golf car, in the golf car vehicle listing; (vii) Seller has the full right, power, and authority to sell, and transfer, the golf car, to Buyer (viii) Seller agrees to coordinate, with Buyer for the delivery, and/or pickup, of the golf cars, by Buyer or Buyer’s Authorized Agent; (ix) Seller agrees that Seller is responsible for coordinating payment, for the golf cars, with Buyer and releases, indemnifies, and holds harmless, The Golf Car Business, from any obligation, or liability, for delivery of payment for the golf cars, to Seller; (x) Seller will permit Buyer to inspect, on Seller’s lot, the golf cars Seller intends to sell, during reasonable office hours; and (xi) Seller shall comply with and abide by all applicable laws, rules, regulations, including these Terms, as it relates to the use of The Golf Car Business’s Services.

6. Buyer’s Obligations

The Buyer represents, warrants, and agrees to the following: (i) Buyer is a licensed wholesale dealer of golf cars, with Buyer’s license being in good standing; (ii) Buyer is responsible for delivering payment to the Seller, and acknowledges that The Golf Car Business shall not be responsible for facilitating payment or delivery, between Buyer and Seller as to the purchase of the golf cars; (iii) Buyer releases, indemnifies, and holds harmless, The Golf Car Business from any obligation, or liability, for delivery of payment, or delivery of the golf cars, to/from Seller; (iv) Buyer will not resell the vehicle until payment for the Services has been delivered to The Golf Car Business; (v) Buyer will pick up the golf car from Seller, or make delivery arrangements, with Seller, within seven (7) business days of the date of purchase, unless otherwise agreed to by Buyer and Seller; (vi) no stop payment of Buyer’s payment to The Golf Car Business shall be honored; (vii) that any stop payment attempt shall be deemed, by the parties, to be evidence of fraud existing at the time the transaction was consummated, and shall be construed as an attempt to defraud in order to consummate a transaction; (viii) Buyer is responsible for pickup and transportation of the golf car; (ix) Buyer is solvent; (x) Buyer is purchasing the golf car solely for resale purposes; (xi) the golf car is purchased for resale in the form of tangible personal property in the regular course of Buyer’s business, and is the sort usually purchased by Buyer for resale; (xii) in the event that Buyer intends to export the golf car, Buyer shall be responsible for satisfaction of all export, or import requirements and costs/taxes, for the destination country; (xiii) in the event that the golf car is used for any purpose other than for resale, Buyer shall be responsible for payment to any and all taxing authorities for such sale or use tax, as may then be accrued, or become payable; (xiv) Buyer holds a valid retail sales tax registration, certificate, license, and/or other permit, issued by the sales taxing authority of Seller’s state, county, and country, as may be appropriate; (xv) Buyer shall be responsible for coordinating with the Seller and executing any documentation that may be required to transfer title and ownership of the golf car, to Buyer; (xvi) The Golf Car Business reserves the right to limit the number of golf cars purchased by Buyer, at any given time; (xvii) Buyer’s account may be suspended, or Buyer’s right to utilize the Services may be revoked, by The Golf Car Business, at The Golf Car Business’s sole discretion; (xviii) Buyer shall comply with and abide by all applicable laws, rules, regulations, including these terms and conditions, which may change from time to time.

7. Transportation of Golf Cars

Customer acknowledges that The Golf Car Business shall not be responsible for transportation, or delivery of the golf cars purchased through The Golf Car Business’s Services. Buyer and Seller agree to make any and all arrangements regarding transportation or delivery of the golf car(s), and release, indemnify, and hold harmless The Golf Car Business from any and all damages, to the golf cars, incurred or sustained, during the delivery or transportation process.

8. Payment Terms

As part of Customer’s access to the Services, Customer agrees to pay The Golf Car Business, any and all fees and charges assessed, by The Golf Car Business, for access to the Services (the “Fees”). Fees are subject to change, without notice. Customer may request an updated list of The Golf Car Business’s Fees, at any time, by contacting The Golf Car Business directly. All Fees are nonrefundable.

9. Golf Car Data and Promotional Materials

The Golf Car Business has the right to use Customer generated information, photographs, golf car data, and other material, provided to The Golf Car Business, by Customer, for the limited use of promoting, and facilitating, the Services. Customer and Customer’s Authorized Agent grant The Golf Car Business an unlimited, worldwide wide, royalty-free, license to utilize all Customer information, for the purpose of promoting and providing the Services to Customers; this license shall extend to any third party, or agent of The Golf Car Business, necessary to facilitate the Services. Customer acknowledges that this license is irrevocable for so long as Customer information is held by The Golf Car Business. All data and/or information collected by The Golf Car Business, as it relates to the golf cars, and all transportation data related to the Services, shall be owned by The Golf Car Business, without restriction.

10. Intellectual Property Rights

The Golf Car Business reserves all rights and interests, in and to the Services, including The Golf Car Business’s trademarks, logos, trade dress, and other brand information. These Terms do not grant, or permit Customer any rights to The Golf Car Business’s Services, or trademarks, and Customer may not use The Golf Car Business’s logo, trade dress, or trademarks, in connection with the promotion or sale of any product, service, or marketing, without the prior written consent of The Golf Car Business.

11. Errors and Inaccuracies

Customer acknowledges that The Golf Car Business shall not be responsible for any errors, inaccuracies, misstatements, or omissions, in the description of the golf cars being listed for sale. Customer is solely responsible for the accuracy of any such statements, related to the quality, condition, and availability, of the golf cars, and any damage or loss, resulting from any inaccurate statement, by Customer, and Customer shall be liable for any and all errors or omissions, as a relates to the description of the golf cars.

12. Termination

Customer shall be permitted to cease utilizing The Golf Car Business’s Services at any time, but remains liable for all charges through the end of the month of termination notice. The Golf Car Business reserves the right to suspend or terminate, the Services at any time, at The Golf Car Business’s sole discretion, and without notice. The Golf Car Business may also suspend the right of any Customer to utilize the Services, or terminate Customer’s account, due to a violation of these Terms, by Customer or Customer’s Authorized Agent, or other such conduct which may expose The Golf Car Business to legal liability, as a result of Customer’s or Customer’s Authorized Agent’s actions. The Golf Car Business shall not be responsible for any damages or loss, resulting from The Golf Car Business’s termination of Customer’s account, for any reason whatsoever.

13. Disclaimer of Warranties and Liabilities

The Golf Car Business and its Authorized Agents and affiliates provide the Services to Customer on an “as is”, “where is”, and “as available” basis, and hereby disclaim any and all warranties, either express or implied, related to Customer and/or Customer’s Authorized Agent’s use of, and access to, the Services, including any implied warranty of merchantability, fitness for particular purpose, noninfringement, or any other such warranties, either express or implied, which may be created through the course of dealing, and use of the Services. Customer agrees that The Golf Car Business, and its Authorized Agents and affiliates, shall have no liability, whatsoever, actual or otherwise, to Customer, or to Customer’s Authorized Agent, representatives, or affiliates, based upon, but not limited to, the following: (i) any delay, or interruption in the use of the Services or any errors or defects in transmission occurring in the course of accessing, and/or using the Services; (ii) any unlawful or unauthorized use of the Services; (iii) any loss or damage to Customer’s records, data, or other information; (iv) any claim resulting from the termination of access to the Services; or (v) any claim related to any golf car, sold or bought, using the Services.

14. Indemnity

Customer agrees, at its own expense, to defend, indemnify, and hold harmless, The Golf Car Business, and its affiliates, assigns, directors, officers, employees, and agents from and against any loss, damage, liability, lawsuit, demand, debt, charge, action, penalty, claim, cost, interest, tax, or any expense whatsoever, including, without limitation, any and all attorneys1 fees, accounting fees, out-of-pocket expenses, duties and bonds, which The Golf Car Business may incur, or be required to pay, as a result of, or arising or relating to, or in connection with: (i) Customer’s use of the Services; (ii) Customer’s violation of the Terms; (iii) Customer’s violation of any third party right, including but not limited to, any intellectual property right, violation of confidentiality, property, or privacy right; (iv) any claim made in connection with the purchase or sale of a golf car; or (v) any claim, by Customer, that Customer1s information may have caused, or did cause, damage to Customer, or any third party, including but not limited to, claims that Customer information, or Customer1s use of the property, trademark, or logo, of others, including third parties, has infringed the rights of a third party, or has caused damage to a third party. Customer agrees to indemnify, and hold harmless, The Golf Car Business, for all legal fees, including attorney’s fees, accounting fees, expert witness fees, costs, expenses, and any other monetary damages incurred, by The Golf Car Business, in any action relating to, seeking interpretation of, or enforcing the Terms.

15. Dispute Resolution

Any controversy, claim, suit, or legal proceeding, relating to, or arising from, Customer1s use of Services, shall be resolved solely through the Buyer and Seller. The Golf Car Business disclaims and by use of Services, the Customer acknowledges, that The Golf Car Business is not a party to any transaction between Buyer and Seller, and is providing Services merely to facilitate the transfer or exchange of golf cars to wholesale licensed dealers. Buyer and Seller hereby release, hold harmless, and indemnify The Golf Car Business against, any claims arising from, in any way, Customer1s use of the Services, including transportation of golf cars, payment for golf cars, inaccuracies in the description of the golf cars, and any other such claim that may arise, in any way, from Customer1s use of the Services.

16. Event of Default

An event of default (“Event of Defaulf1) shall occur if: (a) any Fee or any other amount owed by Customer, to The Golf Car Business, whether hereunder or, under any other instrument or agreement, is not paid promptly when due; or (b) Customer breaches any warranty or provision of these Terms, or the terms of any other instrument or agreement delivered by The Golf Car Business, to Customer or Customer1s Authorized Agent.

17. Remedies

Upon the occurrence of an Event of Default, Customer shall be in default hereunder and The Golf Car Business may, at its option, with or without notice to Customer: (a) declare all Fees due and to become due hereunder, and all Fees then owing by Customer, to The Golf Car Business, to be immediately due and payable; (b) proceed by appropriate court action, or other proceeding, either at law or in equity to enforce performance by Customer, of any and all provisions of these Terms, and to recover damages for the breach thereof, including The Golf Car Business’s reasonable attorneys’ fees; (c) suspend or terminate Customer or Customer’s Authorized Agent’s use of, and/or access to, the Services; or (d) pursue any and all remedies available, to The Golf Car Business, at law, or in equity.

18. Choice of Law/Venue/Waiver of Jury Trial.

These Terms shall be governed by the laws of the State of Missouri, and venue for any suit or proceeding initiated to interpret or enforce, or arising from, or relating to, in any way, to these Terms, or Customer’s use of the Services, shall be limited to the state courts of Springfield, Greene County, Missouri. In the event that such lawsuit, or other proceeding, is initiated to interpret, enforce, or otherwise relating to, or arising from, these Terms, or the Services provided by The Golf Car Business, or The Golf Car Business is named as a party in any such suit, The Golf Car Business shall be entitled to an award of its reasonable attorney’s fees, court costs, and any other fees incurred by The Golf Car Business, regardless of outcome. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SERVICES, USE OR TERMS BETWEEN CUSTOMER AND THE GOLF CAR BUSINESS GOLF CAR AND VEHICLES, INCLUDING ANY AND ALL TRANSACTIONS WHICH STEM FROM THE USE OF THE SERVICES PROVIDED BY THE GOLF CAR BUSINESS. EACH PARTY ACKNOWLEDGES THAT THE WAIVER SET FORTH IN THIS SECTION IS A MATERIAL INDUCEMENT FOR THE GOLF CAR BUSINESS AND CUSTOMER TO ENTER INTO USE OF THE SERVICES PROVIDED BY THE GOLF CAR BUSINESS, AND TO CONSUMMATE THE CONTEMPLATED TRANSACTIONS BY USE OF THE SERVICES OFFERED BY THE GOLF CAR BUSINESS. EACH PARTY CONSENTS TO ANY AND ALL RELIEF AND/OR REMEDY ORDERED BY A COURT OF COMPETENT JURISDICTION AFTER THE TIME FOR APPEAL HAS EXPIRED.

19. Entire Agreement

These Terms constitute the entire agreement of The Golf Car Business and Customer. No oral agreement, guaranty, promise, condition, representation, or warranty, shall be binding, unless the same is reduced to a written agreement, and signed by The Golf Car Business and Customer. All prior conversations, agreements, or representations related to these Terms, or to the Services, are superseded hereby, and no modification hereof shall be binding unless in writing and signed by the parties hereto.

20. Waiver

A failure of The Golf Car Business to enforce any term or provision, contained within these Terms, shall not be deemed a waiver of The Golf Car Business’s right to enforce such provision on a later date, nor shall it preclude The Golf Car Business from enforcing such provision at a later time.

21. Severability

Any provisions hereof contrary to, prohibited by, or deemed invalid by a court of law, having competent jurisdiction thereof, shall be deemed omitted from these Terms, and the remainder of these Terms shall remain in full force and effect, and shall be enforceable against Customer.

22. Assignment

Customer may not assign its right to use the Services, under these Terms, without The Golf Car Business’s prior express written consent. Any attempt to by Customer, to assign its rights to utilize the Services, shall be void. The Golf Car Business may assign its right to any affiliate or third party, or to any successor or assign, without the prior consent of Customer, or without providing notice to Customer.

23. Modification of Terms

The Golf Car Business reserves the right, at its sole discretion, to modify, alter, change, or replace, these Terms, at any time. Any modification shall take effect immediately upon posting the revised Terms; however, and in the event a material change or alteration is instituted, The Golf Car Business will provide written notice, to Customer, of such modification, at least fifteen (15) days prior to such modification taking affect. A “Material Modification” shall be determined in The Golf Car Business’s sole discretion. By continuing to use or access the Services, after any modification becomes effective, Customer consents to and agrees to be bound by the revised terms.

24. Release

Customer, Buyer, and Seller hereby release and forever discharge The Golf Car Business, its affiliates, successors, agents, assigns, representatives, shareholders, officers, employees and agents from any and all claims, causes of actions, demands, debts, obligations, damages, or liability of any nature whatsoever, known or unknown, that concern or relate in any way to any acts or omissions done or occurring due to Customer’s, Buyer’s and/or Seller’s use of the Services provided by The Golf Car Business, which existed prior to, during, and after the use of such services by Customer, Buyer, and/or Seller. This release is to be given the effect of the maximum extent permitted by law, including claims under any federal and/or state constitution, claims under any federal, state, and/or local common law, including claims sounding in tort and/or contract, claims under any federal, state, and/or local public policy, claims of any nature whatsoever.

25. Remote Access to Equipment and Software

Customer, Buyer, and Seller understands that the Services provided by The Golf Car Business under the Terms and Conditions set forth herein, will necessitate access into The Golf Car Business’s website, hardware, and software; Customer, Buyer and Seller warrant and represent that it does not breach any agreement with a third party regarding the provision of such access. Customer, Buyer and Seller acknowledge that access to The Golf Car Business’s systems for Services is subject to compliance with The Golf Car Business’s access and other security requirements; The Golf Car Business may require prior certification by Customer, Buyer and Seller, that it complies with The Golf Car Business’s security policies and standards; in the event a claim is made by any person or entity regarding an alleged breach of any agreement regarding Customer’s use of the services provided by The Golf Car Business, Customer agrees to indemnify, defend and hold harmless The Golf Car Business, its affiliates, and any of its successors, assigns, employees, officers, agents, to the extent described in the general indemnification paragraph above.

26. Virus.

Customer, Buyer and/or Seller represent that their use of The Golf Car Business’s website, database, and software/hardware offered by The Golf Car Business in the provision of The Golf Car Business’s Services under the terms of this agreement, will not cause an upload, transmit, submit, or otherwise distribute to The Golf Car Business’s systems any time-bombs, viruses, technically limiting devices, and/or technically limiting code, and will have a guaranteed uptime; if Customer’s, Buyer’s and/or Seller’s use of The Golf Car Business’s services causes the delivery, upload, or transmission of any such conditions into The Golf Car Business’s network of systems, Customer, Buyer and/or Seller agree to pay for all costs and damages incurred in repairing such damage from exposure to such conditions, including, but not limited to, attorney’s fees and court costs incurred per the general terms of the indemnification provisions contained herein.