BUYER ACKNOWLEDGMENT

 

LOT SPOT AGREEMENT

THIS LOT SPOT AGREEMENT (the “Agreement”) is made and entered into by and between Owner 2 Owner Direct (“O2O”) and ______________________________________ (the “Customer”).

WHEREAS, O2O owns and operates a “For Sale By Owner” car sales lot located at _____________________ (the “Lot”) and a related website; and

WHEREAS, Customer desires to utilize O2O’s services in connection with the sale of Customer’s vehicle, subject to the terms and conditions herein set forth.

NOW, THEREFORE, in consideration of the premises and the promises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. CUSTOMER INFORMATION:  Customer’s name, address, and up to date contact information are set forth on Exhibit A attached hereto and incorporated herein by reference.  Customer agrees to promptly notify O2O in writing of any change to any of the foregoing information.  Customer acknowledges that this contact information will be made available to permit potential buyers of the Vehicle to contact Customer directly and Customer hereby authorizes the release of Customer’s contact information for these purposes.

2. VEHICLE INFORMATION:  Customer is the owner of that certain motor vehicle identified on Exhibit B attached hereto (the “Vehicle”).  All Vehicle equipment and/or accessories are accurately listed on Exhibit B.  Customer hereby confirms that Customer has possession of the Vehicle, has the ability to transfer good title to the Vehicle and is willing to sell the Vehicle at the price and on the terms listed on Exhibit B.

3. LOT SPOT:  In consideration of payment of the non-refundable sum of $___________, receipt of which is hereby acknowledged by O2O, Customer shall be entitled to place the Vehicle in the following designated parking spot in the Lot __________ on the following weekend dates ____________________________.  The Vehicle may be dropped off for placement on the Lot no earlier than _______ p.m. of each Friday listed above and must be removed from the Lot by Customer no later than ____________ p.m. of each Sunday listed above, even if more than one weekend is listed above.  The hours of operation of the Lot are specified on Exhibit C attached hereto  This Agreement and all of Customer’s rights and priveleges hereunder shall expire at __________ p.m. on the last date listed above.  

4. PARKING PERMIT:  O2O will issue Customer a weekend Lot parking permit for the Vehicle for each separate weekend listed in Section 3 above.  The Lot parking permit must be placed on the Vehicle dashboard at the time of Vehicle drop off.   If the parking permit is not displayed, O2O reserves the right to have the Vehicle towed at Customer’s expense.

5. SIGNAGE:  Upon execution of this Agreement, O2O will supply and Customer will complete a FOR SALE BY OWNER sign, containing Customer’s contact information, basic Vehicle information (year, make, model, mileage), and Vehicle asking price. In addition, a Vehicle equipment/accessory sticker will be created by O2O using the Vehicle information set forth on Exhibit B.  The signage/sticker must be displayed in the Vehicle while located on the Lot. All Vehicle information supplied to O2O is solely Customer’s responsibility. O2O is not responsible for, and does not guarantee, or otherwise assure the accuracy, completeness or authenticity of any Vehicle information whatsoever.

6. O2O WEBSITE:  O2O will promptly create a listing and profile of the Vehicle on its website using the Vehicle information set forth on Exhibit B.  The Vehicle will remain listed and profiled on the O2O website, until this Agreement expires or is terminated in accordance with the terms hereof.  O2O controls all content posted to its website and unauthorized access to and use of the website, including but not limited to unauthorized entry, misuse of information posted to the website or alteration of information posted to the website is strictly prohibited.

7. PRICE AND TERMS:  The price and other final terms of any sale of the Vehicle are subject to direct negotiation between Customer and the buyer of the Vehicle.  All terms and conditions of sale, including payment for and delivery of the Vehicle, and any other terms, conditions, warranties or representations associated with such transaction, are solely between Customer and the buyer of the Vehicle.  O2O will provide Customer reasonable use of the building located on the Lot for the purpose of negotiating and finalizing the sale of the Vehicle.   O2O will not otherwise facilitate or assist with any part of the sale transaction, will not act as a "middle man", and will not represent Customer or any potential buyer of the Vehicle with regard to negotiation of pricing or otherwise.

8. VEHICLE ACCESS:  Customer agrees that O2O shall have the right to access and move the Vehicle as needed while the Vehicle is located on the Lot.  Customer must leave the Vehicle keys with O2O staff or place them in the 24 hour key drop box location at the back of the building located on the Lot when the Vehicle is dropped off for placement on the Lot.   O2O will provide Customer a receipt for the key and Customer must present the claim receipt and a valid ID to claim the key when picking up the Vehicle. O2O staff will unlock the Vehicle to permit potential buyers to access the Vehicle at the start of business operations on the weekend dates specified in Section 3 and lock the Vehicle at the close of business operation on said dates.

9. VEHICLE TEST DRIVES:  O2O will not allow, permit or provide test drives of the Vehicle.  All test drives must be arranged directly between Customer and any potential buyer of the Vehicle.

10. EXCLUSIVE:  This Agreement applies only to the Vehicle and to no other motor vehicle whatsoever.  Accordingly, if Customer sells the Vehicle prior to the expiration of this Agreement, Customer shall not be entitled to a refund and Customer shall not be permitted or allowed to place a substitute vehicle on the Lot without executing a new Agreement as to such vehicle and payment of the required fee.

11. CONDITIONS OF USE:  USE OF THE O2O WEBSITE AND/OR THE LOT IS ENTIRELY AT CUSTOMER’S OWN RISK. THESE SERVICES ARE PROVIDED ON AN "AS IS" OR "WHERE IS" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND.  ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW.  TO THE FULLEST EXTENT PERMITTED BY LAW, O2O DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY, AND PERFORMANCE OF ANY SERVICES PROVIDED BY O2O.  O2O IS NOT RESPONSIBLE FOR ANY LOSS OR DAMAGE TO THE VEHICLE OR PERSONAL PROPERTY LOCATED IN THE VEHICLE.

BY EXECUTING THIS AGREEMENT, CUSTOMER COVENANTS NOT TO SUE O2O, ITS AFFILIATES, SERVICE PROVIDERS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS (COLLECTIVELY, THE "RELEASED PARTIES") FOR, AND AGREES TO RELEASE, HOLD HARMLESS AND INDEMNIFY THE RELEASED PARTIES FROM AND AGAINST, ANY AND ALL CLAIMS, INCLUDING REASONABLE ATTORNEY FEES AND COURT COSTS, RELATING TO OR ARISING OUT OF THIS AGREEMENT, USE OF THE O2O WEBSITE AND/OR THE LOT, THE SALE OF THE VEHICLE, PERSONAL INJURY, LOSS OR DAMAGE TO THE VEHICLE OR PERSONAL PROPERTY LOCATED IN THE VEHICLE, OR CUSTOMER’S BREACH OF ANY TERM OR CONDITION OF THIS AGREEMENT.  CUSTOMER FURTHER AGREES TO INDEMNIFY AND HOLD RELEASED PARTIES HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEY FEES AND COURT COSTS, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF ANY VEHICLE OR OTHER INFORMATION CUSTOMER PROVIDES TO O2O OR A THIRD PARTY, USE OF THE O2O WEBSITE AND/OR THE LOT OR THE SALE OF THE VEHICLE.

UNDER NO CIRCUMSTANCES WILL THE RELEASED PARTIES BE LIABLE TO CUSTOMER OR ANYONE ELSE FOR ANY DAMAGES, ARISING OUT OF THIS AGREEMENT, USE OF THE O2O WEBSITE AND/OR THE LOT OR THE SALE OF THE VEHICLE, INCLUDING, WITHOUT LIMITATION, DIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR OTHER DAMAGES OF ANY KIND, EVEN IF O2O IS ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES.  THE PROVISIONS OF THIS SECTION 11 SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT.

12. USE OF LOT:  Customer shall be permitted to use the Lot only as and when specified herein and only for the purpose of selling the Vehicle.  In addition, Customer agrees as follows:

(a) Customer shall not use the Lot or the O2O website for any unlawful activity or any purpose that is prohibited by this Agreement.

(b) Customer shall not cause or permit damage or waste to the Lot.

(c) Customer shall not engage in any practice or provide any information regarding the Vehicle that is false, deceitful or otherwise misleading.

(d) Customer shall not contact any potential buyer that has asked not be contacted, make unsolicited contact with any potential buyer, or advertise or solicit the sale of any vehicle (other the Vehicle) or any other product, service or commercial interest on the Lot or via the O2O website.

13. INSURANCE: Customer shall, at all times, keep and maintain and carry insurance coverage covering damage or loss to the Vehicle and any of Customer’s personal property located in the Vehicle.  Customer acknowledges that O2O is not responsible for any  uninsured injury, theft or damage to the Vehicle or Customer’s property.

14. ASSIGNMENT:  Customer shall not assign this Agreement or any of Customer’s rights and privileges under this Agreement to any third party.

15. DEFAULT/TERMINATION:  If Customer violates any term or condition of this Agreement, O2O may assert any and all remedies available at law or in equity, including without limitation termination of this Agreement effective immediately upon written notice to Customer.  If Customer does not remove the Vehicle upon termination or as and when otherwise required under the terms of this Agreement, O2O may have the Vehicle towed at Customer’s cost and expense.  Upon termination or expiration of this Agreement, O2O shall also be authorized to remove the Vehicle listing and profile from the O2O website without further demand or notice.

16. NOTICES:  All notices to be given under this Agreement shall be personally delivered, sent via facsimile or email, or sent by mail, postage prepaid, to Customer using the address, email address or facsimile number identified on Exhibit A, and to O2O as follows: __________________________________.

17. REMEDIES – CUMULATIVE:  The remedies and rights contained in and conveyed by this Agreement are cumulative, and are not exclusive of other rights, remedies and benefits allowed by applicable Minnesota law.

18. ATTORNEY’S FEES:  In any action or proceeding (legal or otherwise) brought by O2O to enforce the terms and conditions of this Agreement, or to recover damages for any breach of this Agreement, O2O shall be entitled in such action or proceeding to recover from Customer all costs and expenses incurred by O2O, including, but not limited to, reasonable attorney’s fees.

19. BINDING EFFECT:  This Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective heirs, executors, administrators, successors and assigns.

20. ENTIRE AGREEMENT:  This Agreement and any attachments constitute the final and entire agreement between the parties hereto with regard to the matters in this Agreement, and no promises or representations, other than those contained herein and those implied by law, have been made by O2O or Customer.  O2O shall not be bound by any terms, conditions, statements, warranties or representations, oral or written, not herein contained unless made in writing.

21. GOVERNING LAW:  This Agreement shall be governed by the laws of the State of Minnesota.

22. SEVERABILITY:  The provisions of this Agreement are severable and in the event any provision, clause, sentence, section or part hereof is held to be invalid, illegal, unconstitutional, inapplicable or unenforceable to any person or circumstances, such invalidity, illegality, unconstitutionality, inapplicability or unenforceability shall not affect or impair any of the remaining provisions, sentences, clauses, sections, parts of this Agreement or their application to Customer or other persons or circumstances.