Condition Validator Commitment Agreement

PLEASE READ THIS AGREEMENT CAREFULLY. BY CREATING A LISTING WITH CONDITION VALIDATION AS AN OPTION, IN THE CASE OF SELLER, OR SELECTING CONDITION VALIDATION AS A CONTINGENCY WHERE OFFERED BY SELLER AND CLICKING “PLACE BID” OR “PURCHASE ”, IN THE CASE OF BUYER, EACH OF BUYER AND SELLER AGREES TO BE BOUND AND ABIDE BY THIS AGREEMENT, AND REPRESENTS AND WARRANTS THAT IT IS AT LEAST EIGHTEEN (18) YEARS OLD. IF EITHER PARTY IS ACCEPTING THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY, THAT PARTY FURTHER REPRESENTS AND WARRANTS THAT IT HAS THE LEGAL AUTHORITY TO DO SO AND THE DEFINED TERM “BUYER” OR “SELLER”, AS APPLICABLE, REFERS TO SUCH ENTITY. 

Background

Seller has agreed to participate in the patent pending Buy Confident Process^SM and have the purchase of the Vehicle by Buyer be subject to inspection by an Awesome Joe Auctions authorized condition validator of Seller’s choosing or such other independent authorized condition validator for the Services as Seller has agreed to at Buyer’s request (the “Authorized Condition Validator”) and the Authorized Condition Validator’s validation of the conditions set forth in the Listing and any other conditions which Seller has agreed to be subject to validation by the Authorized Condition Validator at Buyer’s request (collectively, the “Conditions”) (the “Condition Validation Program”). If indicated in the Listing, Seller has agreed to the foregoing contingency, provided that, prior to such inspection by the Authorized Condition Validator, Buyer and Seller enter into an escrow arrangement with a mutually acceptable escrow agent pursuant to the terms and conditions of this Agreement, any separate terms agreed to by Buyer and Seller in writing (“Additional Terms”), and any agreement between Buyer, Seller and the selected escrow agent.

Condition Validation Terms

Buyer and Seller hereby agree that they will be bound by the Authorized Condition Validator’s conclusion regardless of whether Buyer or Seller may disagree with the Authorized Condition Validator’s conclusion and they will be required to proceed in accordance with that conclusion.       

If indicated in the Listing, Buyer and Seller hereby further agree that in exchange for Buyer’s purchase of the Vehicle through the Services being conditioned on validation of the Conditions by the Authorized Condition Validator, Buyer and Seller shall enter into an escrow arrangement with a mutually acceptable escrow agent (the “Escrow Agent”) pursuant to the terms and conditions of this Agreement, any Additional Terms and any agreement between Buyer, Seller and the Escrow Agent (the “Tri-Party Escrow Agreement”). In addition to those terms set forth in any Additional Terms and the Tri-Party Escrow Agreement, upon execution of this Agreement, except as otherwise agreed to in any Additional Terms, (i) each of Buyer and Seller shall create an account with the Escrow Agent within two (2) days of execution of this Agreement, to the extent Buyer or Seller does not already have such an account, and (ii) Buyer shall fund its account with the lesser of five hundred dollars ($500) or ten percent (10%) of the agreed-upon purchase price for the Vehicle within seven (7) days of both Buyer and Seller having an account or, if both parties already have such an account, within seven (7) days of execution of this Agreement. Upon the Escrow Agent’s notification to Seller that the funds are in escrow, except as otherwise agreed to in any Additional Terms, Seller shall arrange for inspection of the Vehicle by the Authorized Condition Validator within seven (7) days of the funds being placed in escrow. If the Authorized Condition Validator validates the Conditions, Buyer and Seller shall each instruct the Escrow Agent to release the funds to Seller. If the Authorized Condition Validator does not validate the Conditions, Buyer and Seller shall each instruct the Escrow Agent to return the funds to Buyer.

General

This Agreement, any Additional Terms and the Tri-Party Escrow Agreement, if any, collectively constitute the entire agreement between Buyer and Seller with respect to the Condition Validation Program, including any escrow arrangement between Buyer and Seller, and supersede all prior and contemporaneous agreements, whether oral or written, between Buyer and Seller with respect to the same. Except as otherwise agreed to in any Additional Terms, this Agreement and all disputes arising from or relating to this Agreement, or the breach thereof, and the Condition Validation Program, including any escrow arrangement between Buyer and Seller, will be governed by and construed in accordance with the laws of the State of Delaware without reference to the choice of law provisions of any jurisdiction. Buyer and Seller acknowledge that ALMM Ventures, LLC (“ALIVE”) is not a party to this Agreement or any of the other foregoing agreements and that nothing herein or therein will in any way modify or supersede the agreements between each of Buyer and Seller and ALIVE.