Terms of Selling

These Terms of Selling ("Terms") govern your use of our “Sell Your Car service (the "Service") offered by duPont REGISTRY ("duPont REGISTRY," "we," "us" or "our"), located at 5972 NE 4th Avenue, Miami, FL 33137. By requesting a vehicle purchase offer or clicking "Accept offer," you agree to these Terms.

1. Individual Consumers Only

Our Site includes the ability for an individual to sell their car to duPont REGISTRY. Usage of this aspect of the Site is reserved solely for individual consumers. As such, vehicle dealerships (including sole proprietors operating as a vehicle dealership or otherwise attempting to dispose of vehicles that are not owned personally by the sole proprietor) are expressly prohibited from selling vehicles to duPont REGISTRY via its online “Sell Your Car” feature.

2. Title and Authority

By submitting a request for a vehicle purchase offer from duPont REGISTRY, you represent and warrant that you have: (i) valid and marketable title to the vehicle (free and clear of any undisclosed liens, pledges, lender or lessor interests, security interests and other encumbrances (together, “Liens”)); and (ii) all rights in and to the vehicle that are necessary to sell and transfer ownership of the vehicle in question to duPont REGISTRY with a clear title free of all Liens. Further, you agree that you will take all actions deemed necessary or appropriate by duPont REGISTRY in order to effectuate the transfer of clean title to the vehicle to duPont REGISTRY free of all Liens.

3. Adjustment or Rescission of Offers

To become binding and final, our initial offer is contingent on our confirming, via conducting a physical inspection of your car, that the data you provided regarding the ownership, condition, operability, history and use of your car is accurate.

If duPont REGISTRY reasonably determines at any time after it has provided a vehicle purchase offer to you that: (i) the condition of the vehicle is materially different than described by you; (ii) the vehicle condition deteriorated between the time that you requested the vehicle purchase offer and the time that you transferred possession of the vehicle to duPont REGISTRY; (iii) you committed any fraud or misrepresented the condition of the vehicle; (iv) you do not have valid and/or marketable clean title to the vehicle free of all Liens; and/or (v) you have violated any section of this Agreement, duPont REGISTRY shall have the right to adjust or rescind the vehicle purchase offer.

Accordingly, our final offer may be changed from our initial offer based on our inspection and review. Before our final offer becomes binding, you will have the opportunity to accept or reject our revised final offer.

4. Sale Frequency Limit

If you request a vehicle purchase offer, but you have sold 3 or more vehicles to duPont REGISTRY in the immediately preceding 12 months (including any vehicles sold by another member of your household), duPont REGISTRY reserves the right, in its sole discretion, to rescind and/or not honor such vehicle purchase offer.

5. Finality of Sale

All sales of vehicles to duPont REGISTRY are final and irrevocable once possession transfers to duPont REGISTRY, duPont REGISTRY inspects the vehicle and duPont REGISTRY and you agree on the final offer. Subject to the foregoing, upon transfer of possession, you otherwise relinquish all rights, title and interest in the vehicle. This does not limit duPont REGISTRY's rights under subsections 3 and 7 of these terms or under your Vehicle Purchase Agreement that duPont REGISTRY will provide to you as part of the documentation of the vehicle sale.

6. No Obligation to Make an Offer

duPont REGISTRY reserves the right to not provide a vehicle purchase offer to any user for any or no reason, in duPont REGISTRY's sole discretion.

7. Liens and Payoffs

If your vehicle is subject to a Lien, you authorize duPont REGISTRY to: (i) obtain payoff information from your lienholder; (ii) pay the Lien on your behalf; and (iii) receive the Lien release and title directly from the lienholder. In such cases, we will credit you or pay you any net equity on the vehicle. If there is negative equity, you must satisfy that amount using a payment method we make available. For transactions where you are trading -in a vehicle towards your car purchase from us, you may be eligible to finance any negative equity on the trade-in vehicle in your new retail installment contract (subject to credit approval and program limits) or paid at checkout. If your lienholder requires a payoff greater than the Lien payoff amount shown in your Vehicle Purchase Agreement, you remain liable to duPont REGISTRY for the shortfall, and duPont REGISTRY may rescind the purchase if you fail to pay that amount to duPont REGISTRY. See your Vehicle Purchase Agreement for additional terms.

8. Disputes — PLEASE READ THIS SECTION CAREFULLY AS IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT, IN THE EVENT OF A DISPUTE

8.1 Informal Resolution First. You agree that in the event of any dispute between or among you and us, you will first contact us and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution.

8.2 Promise to Arbitrate. If you and we have a dispute that we are unable to resolve, you or we can choose to demand that a Claim (as defined below) or Claims be resolved through binding and final arbitration instead of through court proceedings, and you and we agree to accept that demand. For purposes of this Section 8, "Claim" has the broadest reasonable meaning, and includes any claims, counterclaims, crossclaims, third-party claims, disputes, or controversies between or among you and duPont REGISTRY, whether arising in contract, tort, equity, pursuant to statute, regulation, ordinance or otherwise, relating to or arising from any of the following: (a) your access to or use of the Service, including any request for or receipt of a vehicle purchase offer; (b) any appraisal, inspection, offer, adjustment, rescission or purchase of your vehicle, or any Vehicle Purchase Agreement; (c) any content or statements available on or through the Service, including advertisements or oral or written statements regarding any vehicle or offer; (d) the collection, use or disclosure of your personal information or other information you provide, including vehicle-history data; (e) communications, including telephone calls, emails, online chats, voice messages or text messages, relating to or arising from your use of the Service; (f) these Terms; and (g) any dispute in which the Service or your use of the Service is an issue or material fact. Any dispute relating to the validity, enforceability, interpretation or scope of these Terms, the arbitrability of any Claim, other issues of arbitrability or any alleged waiver of this Disputes Section shall be exclusively resolved by the arbitrator and not by a court. Notwithstanding the foregoing, if you file any Claims in an individual capacity in small claims court or your state's equivalent court, we cannot demand that you arbitrate those Claims, but if any of your Claims or our Claims are transferred or removed to a different court, then you or duPont REGISTRY can demand arbitration of those Claims.

8.3 Arbitration Administrator. Any arbitration shall be administered by the American Arbitration Association ("AAA") and governed by the AAA rules applicable to the arbitration, including, as applicable, the AAA Consumer Arbitration Rules, as modified by these Terms. If, for any reason, AAA is unable, unwilling or ceases to be the arbitrator, then you will have 20 calendar days to choose a substitute arbitrator subject to our approval, which may not be unreasonably withheld, delayed and/or conditioned. If you do not select a new aarbitrator within that period, then we will do so.

8.4 Individual Claims Only; Class Waiver. Claims may be submitted to arbitration on an individual basis only. Notwithstanding anything contained in these Terms, a Claim cannot be arbitrated on a class basis, in a representative capacity, on behalf of the public (as a private attorney general, or otherwise) or on behalf of any other person. You and we acknowledge and agree that you and we are waiving any right to: (i) participate in a class adjudication in arbitration, either as a class representative, class member or class opponent; (ii) act as a private attorney general in arbitration; or (iii) otherwise seek relief in a representative capacity. If it is determined that you have a non-waivable right to seek a public injunction or to assert a Claim in a representative capacity, then you may pursue such relief in court, but only after all other Claims and prayers for relief are first adjudicated in arbitration, and during the pendency of any such arbitration the action in court shall be stayed.

8.5 Arbitration Procedure. To begin an arbitration proceeding, you must send to duPont REGISTRY a demand for arbitration describing the nature and basis of your Claims, including information sufficient for duPont REGISTRY to identify the specific transaction or events at issue, the relief sought, and (if the demand is submitted by someone other than you) your signed authorization to bring the arbitration demand. Demands must be sent to: duPont REGISTRY, Attn: Chief Legal Officer, 5972 NE 4th Avenue, Miami, FL 33137, with a copy sent to legal@dupontregistrygroup.com. You must also contact AAA and follow its rules and procedures for commencing an arbitration.

8.6 Hearing Location. If the arbitrator determines that an in-person hearing is necessary, the hearing shall take place in such location as the arbitrator may determine, unless you and we agree to a different location.

8.7 Opt-Out Option. You have the right to opt out of this Disputes Section, in which event neither you nor we will have the right to require arbitration of any disputes. Your exercise of this opt-out option will not affect any other aspect of these Terms. In order to reject this Disputes Section, we must receive a signed writing ("Opt-Out Notice") from you within 30 calendar days of the day you first use the Service and receive actual, constructive or inquiry notice of these Terms, stating that you reject this Disputes Section. The Opt-Out Notice must include your name, address and the date you first used the Service, and be mailed to duPont REGISTRY, Attn: Chief Legal Officer — Arbitration Opt-Out, 5972 NE 4th Avenue, Miami, FL 33137, with a copy sent to legal@dupontregistrygroup.com. If the Opt-Out Notice is sent on your behalf by a third party, such third party must include evidence of their authority to submit the Opt-Out Notice on your behalf.

8.8 Applicable Law in Arbitration. This Disputes Section is governed by the Federal Arbitration Act ("FAA") to the exclusion of any state law inconsistent with the FAA. The arbitrator shall apply applicable statutes of limitations. Except as otherwise stated in these Terms, the arbitrator is authorized and given the power to award all individual remedies that would apply if the action were brought in court.

8.9 Attorneys' Fees. The arbitrator shall be entitled to apply any statute, rule, regulation or other authority providing for an award of and/or prohibiting the recovery of attorneys' fees, costs or expenses, in whole or in part, that could be applied by a court under applicable law. The arbitrator is also authorized to award attorneys' fees if it determines that any Claim was frivolous, brought or maintained for an improper purpose and/or brought or maintained in bad faith.

8.10 Judgment; Effect of Award. Judgment on the arbitrator's award may be entered in any court with jurisdiction. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties. No arbitration award involving the parties will have any preclusive effect as to issues or Claims in any dispute involving anyone who is not a party to the arbitration.

8.11 Severability. If any provision of these Terms, or portion thereof, is found by the arbitrator or, if applicable, any court of competent jurisdiction, to be invalid or unenforceable, that specific provision or portion will be of no force and effect and shall be severed, and the remainder of these Terms shall be enforced to the maximum extent permissible. Notwithstanding the foregoing, if a court or arbitrator limits or voids any portion of Section 8.4 ("Individual Claims Only; Class Waiver"), then, subject to the right to appeal such a decision, the class, collective, representative and/or private attorney general action must be litigated in a civil court of competent jurisdiction and not in arbitration, but the enforceable portions of Section 8.4 shall be enforced in arbitration.

8.12 Modification; Survival. If duPont REGISTRY makes any changes to this Disputes Section after your most recent acceptance of these Terms, you may reject any such changes and require duPont REGISTRY to adhere to the language in this Disputes Section as written at the time you most recently accepted these Terms. This Disputes Section shall survive termination of these Terms and the completion or rescission of any vehicle sale.

9. Governing Law; Forum; Jury Waiver; Damages

These Terms are governed by and construed in accordance with the laws of the State of Florida, without regard to principles of conflict of laws. Any disputes that are not arbitrated or otherwise result in court action will be resolved exclusively by a state or federal court located in Miami-Dade County, Florida, and you specifically consent to the personal jurisdiction of such courts and waive any claim of forum non conveniens. IN ANY COURT PROCEEDING, YOU AND DUPONT REGISTRY BOTH WAIVE THE RIGHT TO A TRIAL BY JURY, UNLESS SUCH A WAIVER IS PROHIBITED BY APPLICABLE LAW. To the extent permitted by applicable law, all judgments or awards, whether in court or in arbitration, shall be limited to actual out-of-pocket damages (excluding attorneys' fees) and shall not include any indirect, punitive, incidental and/or consequential damages.

10. General

(a) These Terms, together with your Vehicle Purchase Agreement and any additional rules posted on the Service (which are incorporated by this reference), constitute the entire agreement between the parties with respect to the subject matter hereof and supersede prior agreements, whether oral or written. (b) Any delay or failure by us to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision; no waiver by us shall have effect unless set forth in writing and signed by us. (c) We may transfer or assign these Terms and/or any of our obligations hereunder at any time to any person or entity, with or without notice; you may not transfer or assign these Terms, and any attempt to do so will be null and void. (d) We may modify these Terms from time to time; the version in effect when you request an offer governs that transaction, subject to Section 8.12.