Condition Validator Participation Agreement

Effective Date: August 2, 2021

ALMM Ventures, LLC (“ALIVE”, “our”, “us” or “we”) provides the Awesome Joe Auctions digital vehicle marketplace (the “Services”) to facilitate the listing and sale of motor vehicles and auto-parts (each, a “Vehicle”) on behalf of sellers (each, a “Seller”) through the Services to buyers (each, a “Buyer”). As part of the Services, ALIVE makes available the patent pending Buy Confident Process^SM pursuant to which a Seller may make the sale of a Vehicle conditioned on inspection by an Awesome Joe Auctions authorized condition validator (each, an “Authorized Condition Validator”) who will verify the accuracy of certain conditions set forth in the listing for the Vehicle (each, a “Listing”) which the Seller has agreed to be subject to validation by an Authorized Condition Validator and any other conditions which the Seller has agreed to be subject to such validation at the Buyer’s request, all on an “exact”, “variance” or “subjective” basis (collectively, the “Conditions”) (the “Condition Validation Program”). This Condition Validator Participation Agreement (this “Agreement”) sets forth the terms and conditions for a condition validator’s participation in the Condition Validation Program as an Authorized Condition Validator.

PLEASE READ THIS AGREEMENT CAREFULLY. BY CLICKING ACCEPT, THE CONDITION VALIDATOR SIGNING UP TO PARTICIPATE IN THE CONDITION VALIDATION PROGRAM (“YOU” OR “YOUR”) AGREES TO BE BOUND AND ABIDE BY THIS AGREEMENT AND REPRESENTS AND WARRANTS THAT YOU ARE AT LEAST EIGHTEEN (18) YEARS OLD. IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY, YOU FURTHER REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO DO SO AND THE DEFINED TERMS “YOU” AND “YOUR” REFER TO SUCH ENTITY. 

Binding Arbitration

This Agreement provides that all disputes between you and us will be resolved by BINDING ARBITRATION. ACCORDINGLY, YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT, INCLUDING IN A CLASS ACTION PROCEEDING, to assert or defend your rights under this Agreement, except for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury and your claims cannot be brought as a class action. Please review the section of this Agreement titled “Dispute Resolution; Arbitration Agreement” for the details regarding your agreement to arbitrate any disputes with us.

Modifications to this Agreement

We reserve the right, in our sole discretion, to modify this Agreement at any time without notice to you. We will post all modifications to this Agreement on the Services and they will become effective immediately upon being posted to the Services. Your continued use of the Services following the posting of such modifications constitutes your acceptance of them. Therefore, you should check the Effective Date of this Agreement each time that you visit the Services and review any modifications made since the last time that you visited it.

Condition Validation Program Terms

By participating in the Condition Validation Program as an Authorized Condition Validator, you will be publicly listed on the Services as an Authorized Condition Validator. Once you become an Authorized Condition Validator, a Seller may select you to serve as the Authorized Condition Validator for a Listing. For each Listing for which you are selected to serve as the Authorized Condition Validator, you and the Seller will agree to the payment terms for the services you will be providing (each such payment, a “Payment”). Only those conditions which the Seller has agreed to be subject to validation by an Authorized Condition Validator fall within the scope of the Conditions which you will report on as part of the services you will be providing; no other claims made in the Listing or elsewhere by the Seller as to the condition of the Vehicle are subject to reporting and you will not report on any such additional claims. You will inspect the Vehicle to determine whether the Conditions as stated by the Seller are accurate within seven (7) days of notification by the Seller. To participate in the Condition Validation Program, the Buyer and the Seller must agree to be bound by your conclusion regardless of whether the Seller or the Buyer may disagree with that conclusion and they will be required to proceed in accordance with that conclusion.

As part of the Condition Validation Program, ALIVE may allow Buyers and Sellers to rate the services provided by Authorized Condition Validators whom they have selected. By participating in the Condition Validation Program as an Authorized Condition Validator, you are opting in to being included in the rating system.

Condition Validator Representations

You represent and warrant that you have the requisite knowledge, experience and certifications to perform inspections as part of the Condition Validation Program. You further represent and warrant that when performing such inspections, you will engage in ethical business practices and will do so in compliance with applicable law and will not violate our rights or the rights of any Buyers, Sellers or other Authorized Condition Validators participating in the Condition Validation Program.

Changes to the Condition Validation Program

We reserve the right, in our sole discretion, to modify, suspend or discontinue the Condition Validation Program at any time without notice to you.

Indemnification

You shall indemnify, defend and hold harmless ALIVE, our affiliates and our and their respective officers, directors, employees and agents (collectively, the “ALIVE Parties”) from and against any and all claims, actions, damages, obligations, losses, liabilities, costs and expenses, including reasonable attorneys’ fees, costs of collection and other costs of defense, arising from or relating to (i) your breach of this Agreement or (ii) your gross negligence, willful misconduct or illegal acts. 

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR ANY OF THE ALIVE PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY (I) CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, INDIRECT OR SPECIAL DAMAGES OF ANY NATURE ARISING FROM BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE OR ANY OTHER LEGAL THEORY, WHETHER IN TORT OR CONTRACT, EVEN IF SUCH PARTY HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING OR (II) DIRECT DAMAGES IN EXCESS OF ONE ($1) U.S. DOLLAR.

Disclaimer

You acknowledge that all inspections you perform through the Condition Validation Program are performed exclusively for the benefit of the applicable Buyer and Seller and that we are not a party to any transactions entered into through the Services and we assume no liability or responsibility for any such transactions, and that all Payments are the sole responsibility of the applicable Seller and you will look solely to the applicable Seller for such Payments and we will have no liability to you related to such payments. You further acknowledge that in the event of a dispute with respect to the inspections you perform through the Condition Validation Program, your sole and exclusive remedy will be to pursue an action against the applicable Seller and not against us.

Termination of this Agreement

We may, immediately upon notice to you, terminate this Agreement if you breach it. Upon termination of this Agreement, your right to participate in the Condition Validation Program will immediately terminate; provided that you will remain responsible for completing any outstanding inspections as of the effective date of termination. The following sections of this Agreement will survive termination: “Indemnification”, “Limitation of Liability”, “Disclaimer”, “Termination of this Agreement”, “Complete Agreement”, “Dispute Resolution; Arbitration Agreement”, “Governing Law” and “Severability”.

Complete Agreement

This Agreement constitutes the entire agreement between you and us with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, whether oral or written, between us and you with respect to the same.

Dispute Resolution; Arbitration Agreement

We and you agree that all disputes arising from or relating to this Agreement, or the breach thereof, and the inspections you perform through the Condition Validation Program (each, a “Dispute”) will only be resolved subject to FINAL AND BINDING ARBITRATION as set forth in this section, and may only be resolved through an individual arbitration governed by the Federal Arbitration Act to the maximum extent permitted by applicable law. You further agree that we shall not have a legal obligation to mitigate any of our potential or actual losses sustained hereunder.

WE AND YOU GIVE UP OUR RESPECTIVE RIGHTS TO GO TO COURT in connection with a Dispute and such rights will be determined by a NEUTRAL ARBITRATOR, NOT A JUDGE OR JURY. NEITHER WE NOR YOU SHALL BRING OR PARTICIPATE IN ANY CLASS ACTION OR OTHER CLASS PROCEEDING IN CONNECTION WITH A DISPUTE. Neither we nor you agree to class arbitration or any other arbitration proceedings where a person brings a dispute as a representative of other persons.

If we and you are unable to resolve a Dispute by informal means, the arbitration of that Dispute will be administered by the American Arbitration Association in Wilmington, Delaware in accordance with the Commercial Arbitration Rules. Any proceeding to enforce this arbitration agreement must be brought in the United States District Court for the District of Delaware or in any Delaware state court of competent jurisdiction with venue lying in New Castle County, Delaware to the exclusion of all other forums.

Governing Law

This Agreement and all Disputes 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.

Severability

If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, the invalid or unenforceable provision will be deemed superseded by a valid and enforceable provision that most closely matches the intent of the original provision, and the remainder of this Agreement will remain in full force and effect.