Terms of use for the Copart Global Offsite App

§ 1 Scope, General Terms

1. Copart Deutschland GmbH ("Copart") provides the Copart Global Offsite Application ("GO-App") as a pure B2B platform exclusively for business entities as defined in § 14 BGB (car dealerships, businesses in the automotive trade, workshops, traditional buying and selling trade) with an authorized Copart seller code ("User") for sole use in accordance with these Terms of Use for the Copart Global Offsite App ("Terms of Use").

2. By registering and logging in, the user acknowledges these terms of use as binding.

3. Changes to these terms of use will be communicated to the user by Copart in writing, by fax, or by email. If the user does not object to such changes within three weeks of receiving the notification, the changes are considered agreed upon. The user will be expressly informed of their right to object and the legal consequences of remaining silent in the event of changes to the terms of use.

4. These terms of use also cover the framework contract concluded with the user in individual cases and its annexes, especially service descriptions, price lists, as well as recovery and purchase contracts (the "Agreement"). The provisions therein complement the conditions for using the GO-App. In addition, these terms of use can be supplemented by further separate individual agreements with the user.

5. Furthermore, the General Terms and Conditions for Members, available on the website www.copart.de, apply.

§ 2 Operation of the GO-App, Registration, License

1. The GO-App allows the user to upload and transmit photos and information about the condition of a vehicle, as well as other messages. This information is then published and shared as listings on the Copart.de website and through the Copart Mobile App ("Auction offer").

2. Copart reserves the right to review auction offers before the vehicle is listed for auction on Copart.de. The user is obligated to conduct a careful examination of the vehicle according to general industry standards before submitting an auction offer. Copart may also request the user to provide additional documents or information or deliver the vehicle to a Copart branch (also known as "Copart Yard") before the vehicle is listed for auction. Errors or inaccuracies in an auction offer must be reported promptly via email to Go.App@Copart.de.

3. Copart will assign each vehicle for which an auction offer has been created to the nearest Copart Yard.

4. Prerequisite for use is the user's approval by Copart. During registration, the user must truthfully provide various details, including contact information (phone, email), a copy of the commercial register extract, the VAT ID, and bank details. The mandatory information may be expanded at the discretion of Copart.

5. After successful registration, Copart provides the user with the usage options of the GO-App. Upon registration and receipt of the seller code, the user is granted a non-exclusive, time-limited, non-transferable, and non-sublicensable right to use the GO-App to the extent granted in these terms of use. The user may only download and use the GO-App for the purpose of allocating Copart vehicles for sale in the context of an auction ("Purpose").

6. Maintenance work may, in individual cases, lead to interruptions in the availability of the GO-App or result in certain functions being temporarily unavailable.

§ 3 User Responsibilities

1. The user is responsible for ensuring that the auction offer reaches Copart and is legible. The user assures that all information in the auction offer is complete and accurate and that they have conducted a careful examination of the vehicle before creating the auction offer. If Copart creates an auction offer at the user's direction, the user is responsible for the accuracy and completeness of the information provided by them.

2. The user is not authorized to transfer the GO-App to third parties. In particular, it is not permitted to sell, lend, rent, sublicense, or otherwise make the GO-App publicly available or accessible.

3. Any use of the GO-App, including all posts created, sent, or uploaded, must comply with all applicable laws, rules, and regulations, especially those applicable to the user or their industry. The user ensures that their employees or contractors comply with these terms of use. Copart, in turn, reserves all rights not expressly granted to the user.

4. Furthermore, the user is prohibited from
   
   (a) using the GO-App for a purpose other than selling a vehicle through Copart.com. This includes, in particular, promoting or advertising a vehicle with the intention of selling it elsewhere;
   (b) copying, reproducing, modifying, reverse engineering, attempting to derive the source code, disassembling, decompiling, or creating derivative works of the GO-App;
   (c) using the GO-App in any unauthorized manner, attempting to gain unauthorized access to the GO-App, disrupting or interrupting the performance of the GO-App, installing or using the GO-App in        a manner that does not conform to its design, including using it on devices for which the GO-App is not intended, or using it to circumvent content protection technologies;
   (d) using the GO-App to send or store viruses, trojans, worms, or other harmful software code, scripts, or programs;
   (e) using the GO-App to publish or transmit material that: (i) is obscene, libelous, defamatory, derogatory, harassing, threatening, discriminatory, offensive, or inappropriate; (ii) promotes a criminal           offense; (iii) results in civil liability; (iv) violates the rights of a third party; or (v) violates a law; or
   (f) using the GO-App in a manner that is likely to harm the reputation of Copart.
    
5. If the user violates any of the above provisions, all usage rights granted under these terms of use will become immediately ineffective and automatically revert to Copart. In this case, the user must cease using the GO-App promptly and completely and delete all copies of the GO-App installed on their devices.
6. The user is obligated to remove all content from the GO-App when they have been informed that this content infringes upon the intellectual property or other rights of third parties.
7. Using the GO-App may result in mobile data charges for the user.

§ 4 Delivery to Copart Yard

1. Through the auction conducted on www.copart.de, the vehicle listed via the GO-App is purchased by a buyer. Unless the pickup of the vehicle has been arranged by Copart, the user must bring the vehicle to the Copart Yard within the time period specified in paragraph (2).

2. Unless another agreement has been made, the user must bring the sold vehicle, along with the registration certificates Part 1 and Part 2, to the Copart Yard assigned according to § 2 (2) within two working days from the receipt of the purchase price payment by the buyer. The respective opening hours of the relevant Copart Yard apply. The vehicle must be delivered to the Copart Yard by the close of business.

3. If the vehicle is not delivered within this period, Copart may cancel the sale of the vehicle and terminate these Terms of Use after a grace period of 6 working days set for the User. Copart will only pay the purchase price to the user once the user has handed over the registration certificates Part 1 and Part 2 to Copart.

4. Copart is entitled to conduct a thorough inspection of the vehicle at the Copart Yard. If the vehicle description provided by the user is incomplete or incorrect, Copart may also reverse the sale.

5. If a sale is reversed, the user bears all incurred fees, especially the buyer's expenses, transportation costs, and any repairs or improvements to the vehicle. Copart will contact the user to decide whether the vehicle should (a) be re-listed for auction on the Copart website with modified offer information or (b) be returned to the user at their expense.

§ 5 Counter-Bidding and Sales Fees

1. After the sale of the vehicle on the Copart website, Copart may attempt to negotiate the sale price further with a potential buyer to maximize the selling price of the vehicle.

2. The fee for the user who has submitted an auction offer for a vehicle via the Copart GO-App is 3% of the final selling price of the vehicle (as obtained through Copart.de or as subsequently negotiated by Copart with the buyer), with a minimum of EUR 164.00 and a maximum of EUR 339.00. Towage costs or fees from third parties are not affected by this. The amount of towage costs is based on the currently applicable rates at the assigned Copart Yard.

§ 6 No advance payments

In the marketing of vehicles listed by the user via the GO-App, advance payments are excluded. Credit to the user will only be issued after the complete payment of the purchase price by the buyer.

§ 7 Rights of use

1. The user is not granted any rights to Copart's intellectual property, especially patents, copyrights, and rights to trademarks or logos.

2. All rights not expressly granted under these terms of use are reserved by Copart.

3. The user grants Copart the right to use the content and information contained in their auction offer for the resale of the vehicle by Copart.

§ 8 Third-party Content

1. Content, data, offers, information, texts, photos, videos, or messages from third parties or links to websites or apps of third parties (collectively "Third-party Content") may be available through the GO-App.

2. Copart is not responsible for third-party content, especially not for its accuracy, validity, compliance with copyright, legality, quality, impact on a user's device, or other aspects of third-party content. Third-party content may be subject to separate terms and conditions.

§ 9 Data Collection and Privacy

1. Copart is authorized to collect and use technical data and related information, especially technical information about computer systems and software, to facilitate the provision of updates or services related to the GO-App. Copart may use this information in anonymized form to improve its products or provide services or technologies to users.

2. By installing and using the GO-App, the user agrees to the use of their personal data as described in Copart's privacy policy.

3. Copart's servers are secured in accordance with state-of-the-art technology, particularly through firewalls; however, the user is aware that there is a risk for all participants that transmitted data may be intercepted during transmission. The confidentiality of the data transmitted when using the GO App can therefore not be guaranteed.

4. By registering for the GO-App, the user undertakes towards Copart and all other users to ensure that the data protection requirements regarding the data transmitted by them are complied with by the user. The user indemnifies Copart from any claims, including those of a public-law nature. In particular, the user must inform the individuals (especially employees) acting on their behalf via the GO-App about the data processing processes by Copart according to Copart's privacy policy and obtain any necessary consent from these individuals before their personal data is set up as part of the establishment of employee logins or in any other way.

5. Furthermore, if the user allows this on their device, Copart may access the mobile photos contained in the transmission to publish them on Copart.de as part of the auction offer.

§ 10 Duration and Termination

1. The contract underlying these terms and conditions is concluded for an indefinite period. It begins with the registration and approval of the user by Copart. It can be terminated by either party with a notice period of two (2) weeks.

2. Furthermore, the terms and conditions can be terminated by either party without observing a notice period for good cause in writing. Good cause that entitles Copart to terminate includes, in particular, a user's violation of the provisions of these terms and conditions that is not rectified even after a deadline has been set or in the case of a user's tortious act or attempt thereof, e.g., fraud.

3. Notice of termination must be given in writing. Notices of termination by fax or e-mail comply with the written form requirement.

4. In case of termination, the user must cease using the GO-App immediately.

§ 11 Software protection and audit

1. The user is obligated to secure the GO-App against unauthorized access by implementing suitable measures.

2. Upon request by Copart, the user will enable Copart to verify the proper use of the GO-App, especially whether the user is using the app qualitatively and quantitatively in accordance with the terms of use. To this end, the user will provide Copart with information, grant access to relevant documents and records, and allow Copart or an auditor appointed by Copart and acceptable to the user to verify the hardware and software environment used.

3. Copart may conduct the audit during the user's regular business hours on the user's premises or have it conducted by third parties bound by confidentiality. Copart will ensure that the user's business operations are disrupted as little as possible by its on-site activities. If the audit reveals non-compliant use, the user bears the audit costs; otherwise, Copart bears the costs. All other rights are reserved.

§ 12 Warranty

1. Copart warrants that the GO-App fulfills the purpose according to § 2 and that the contractual use of the GO-App is not in violation of any third-party rights. Copart will remedy any defects that arise in a reasonable time. Copart fulfills the obligation to remedy defects by providing updates through an automatic installation routine.

2. The user is obligated to immediately report defects of the GO-App to Copart in writing upon discovery. In the case of material defects, this is done by specifying the details, particularly the time of occurrence of the defects.

3. Otherwise, Copart assumes no warranty, whether express or implied, and the parties also do not enter into any agreement regarding characteristics.

§ 13 Liability of Copart

1. Copart is liable without limitation for intent and gross negligence, but for slight negligence only in the case of the breach of essential contractual obligations ("cardinal obligations"). Liability for the breach of such essential contractual obligations is limited to the typically foreseeable damage that Copart must have anticipated at the time of contract conclusion based on the circumstances known to it at that time.

2. Copart is not liable for disruptions within the telecommunications network that are not attributable to Copart.

3. Copart is only liable for the loss of data if such loss could not have been avoided by reasonable data backup measures on the part of the user, in accordance with the paragraphs above.

4. The above limitations of liability also apply mutatis mutandis in favor of Copart's vicarious agents (employees, representatives, organs).

§ 14 Exemption from damages

The user indemnifies Copart from all claims and costs (including legal costs) of third parties arising from the use of the GO-App contrary to these terms and conditions or from the infringement of third-party rights in the use of the GO-App. This does not apply if the user is not responsible for the infringement.

§ 15 Export control

1. The parties agree that the GO-App may be subject to export and import restrictions. In particular, there may be licensing requirements, and the use of the GO-App or associated technologies abroad may be subject to limitations.

2. The user will comply with the applicable export and import control regulations of the Federal Republic of Germany, the European Union, and the United States of America, as well as any other relevant regulations. The fulfillment of obligations under these terms and conditions by Copart is subject to the condition that there are no obstacles arising from national and international export and import regulations and other legal provisions.

§ 16 Miscellaneous

1. These terms of use are exclusively governed by German law.

2. If individual provisions of these terms of use are wholly or partially invalid or unenforceable, this shall not affect the validity of the remaining provisions. In place of provisions that are not included or are ineffective in these terms of use, statutory law shall apply. If such statutory law is not available in the respective case (gap in regulation) or would lead to an unacceptable result, the parties shall enter into negotiations to replace the provision not included or deemed ineffective with an effective regulation that comes as close as possible to its economic intent.

3. The user's general terms and conditions do not apply.

4. The place of jurisdiction is Düsseldorf.