Terms of Service

HOW THESE TERMS ARE ORGANIZED

Section 4 explains whether you are a Consumer User or a Business User. Nearly all of these Terms, including all of Section 16, applies the same way to both. If a provision of Part II or Part III conflicts with Part I, the Part that applies to you controls. If you and TANC have signed a separate written agreement, Section 17.1 governs.

1. Acceptance of Terms; Binding Agreement

1.1 These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "buyer," "seller," "you," or "your") and That's A Nice Car, LLC, a California limited liability company ("TANC," "we," "us," or "our"), governing your access to and use of the website located at thatsanicecar.com, all related subdomains, mobile applications, features, tools, content, and services (collectively, the "Site" and "Services").

1.2 By accessing or using the Site or Services in any manner, including by browsing listings, creating an account, submitting a listing, submitting an offer, purchasing any service, or using any feature, you acknowledge that you have read, understood, and agree to be bound by these Terms and by TANC's Privacy Policy, which is incorporated by reference.

1.3 If you and TANC have signed a separate written agreement that expressly addresses your relationship with TANC, including a Courtesy Trial Agreement or a Courtesy Link Agreement, these Terms apply to you as modified by that agreement, and Section 17.1 determines which document controls in the event of a conflict.

2. Changes to These Terms

2.1 Notice. TANC may modify these Terms. If you have a registered account, TANC will notify you of any modification by email to the address associated with your account and by posting the revised Terms on the Site with an updated Effective Date. A modification takes effect thirty (30) days after TANC sends that notice.

2.2 Prospective Effect Only. A modification applies only prospectively. No modification applies to any transaction completed before its effective date, or to any dispute, claim, or cause of action that arose or accrued before its effective date.

2.3 Material Changes Are Never Retroactive. Without limiting Section 2.2, no modification of Section 10.3, Section 13, Section 14, Section 15, or Section 16, and no modification of Part II or Part III, applies to any claim that accrued before the modification's effective date. The version of those provisions in effect when your claim accrued governs that claim.

2.4 Your Choices. If you do not agree to a modification, you may stop using the Site and close your account before the modification takes effect, at no cost. Your continued use of the Site after the effective date constitutes acceptance of the modification.

2.5 No Modification of Signed Agreements. Nothing in this Section 2 permits TANC to modify a Signed Agreement as defined in Section 17.1. No modification of these Terms will impose on you any fee, charge, or cost that a Signed Agreement states you will not owe, unless you agree to it in writing.

3. Eligibility

• You must be at least 18 years of age to use the Site or Services.
• You must have the legal capacity to enter into a binding contract under applicable law.
• If you are using the Site or Services on behalf of a legal entity, you represent and warrant that you have authority to bind that entity to these Terms.
• The Site is intended for users located in the United States. Use from outside the United States is at your own risk and subject to applicable local laws.
• TANC reserves the right to refuse access to any person at any time, for any reason, with or without notice.

4. User Types; Which Parts of These Terms Apply to You

4.1 Consumer User. A "Consumer User" is an individual who accesses or uses the Site or Services primarily for personal, family, or household purposes. Part II applies to Consumer Users. Part III does not apply to Consumer Users.

4.2 Business User. A "Business User" is any user that is not a Consumer User, including a licensed motor vehicle dealer, a dealership group, a broker, a wholesaler, a fleet or leasing company, an auction house, a business entity of any form, and any individual who accesses or uses the Site or Services primarily for commercial, business, investment, or resale purposes. Part III applies to Business Users. Part II does not apply to Business Users.

4.3 How Your Type Is Determined. Your type is determined by the primary purpose for which you access or use the Site or Services, evaluated both at registration and at the time of the transaction or event giving rise to a claim. Registering as a business, listing a vehicle held as dealer or business inventory, listing more than two vehicles in any twelve-month period, or signing a Signed Agreement as a business are each evidence that you are a Business User, but none is conclusive if the primary purpose test in Sections 4.1 and 4.2 produces a different result. Any doubt as to whether an individual is a Consumer User is resolved in favor of treating that individual as a Consumer User.

4.4 You May Be Both, at Different Times. The same person may be a Consumer User as to one transaction and a Business User as to another. The applicable Part is determined separately for each transaction and each claim.

4.5 Order of Precedence. In the event of any conflict: a Signed Agreement controls over these Terms as provided in Section 17.1; Part II or Part III, whichever applies to you, controls over Part I; and Section 14.4 controls over every other provision of these Terms. Section 16 applies identically to all users as provided in Section 16.19, and neither Part II nor Part III varies it.

5. Nature of the TANC Platform; TANC Is Not a Party to Transactions

TANC IS NOT A PARTY TO ANY VEHICLE PURCHASE OR SALE TRANSACTION. TANC IS A TECHNOLOGY PLATFORM AND MARKETPLACE INTERMEDIARY ONLY.

TANC operates a technology platform that enables registered users to list vehicles for sale and to submit, view, and manage purchase offers. TANC's role is strictly limited to providing this technology infrastructure and the ancillary services described in these Terms.

5.1 Not a Party to the Transaction. TANC is not a party to any agreement, negotiation, offer, acceptance, purchase, sale, or other transaction between a buyer and a seller that arises from or is facilitated by the Site. The contract of sale, if any, is formed exclusively between the buyer and the seller. TANC has no rights, duties, or obligations under any such contract and cannot be compelled to perform, enforce, modify, or rescind it.

5.2 Not a Dealer, Broker, or Auctioneer. TANC is not a motor vehicle dealer, licensed dealer, used vehicle dealer, automobile dealer, or vehicle broker under California Vehicle Code section 11700 et seq., the California Business and Professions Code, or any other federal, state, or local law. TANC does not buy, sell, consign, negotiate, or broker the purchase or sale of any vehicle. TANC does not hold a dealer license and is not required to do so.

5.3 Not an Agent or Representative. TANC is not an agent, representative, fiduciary, employee, partner, joint venturer, or affiliate of any buyer or seller. No agency, partnership, joint venture, employment, or fiduciary relationship is created between TANC and any user by these Terms or by use of the Site.

5.4 Not Responsible for Listing Content. All listing content, including vehicle descriptions, photographs, stated mileage, condition descriptions, value ranges, VIN information, and all other listing materials, is submitted solely by sellers. TANC does not create, author, verify, certify, warrant, represent, or endorse any listing content, and does not independently verify its accuracy, completeness, legality, or authenticity. TANC has no obligation to investigate, monitor, or approve listing content beyond the exercise of its editorial discretion described in Section 8.

5.5 Not Responsible for Third-Party Services. Vehicle inspection, escrow, title verification, vehicle history report, transportation, and professional photography services associated with TANC are provided exclusively by independent third-party service providers, not by TANC. TANC's role is limited to coordinating introductions and referrals. TANC is not a party to any agreement between a user and a third-party service provider and makes no warranty regarding any third-party service.

5.6 No Guarantee of Transaction Completion. TANC makes no representation that any listing will result in an accepted offer, or that any accepted offer will result in a completed transaction. Sellers are never required to accept any offer.

6. Fee Structure; Non-Refundability

6.1 Buyer Fee. Upon acceptance of a buyer's offer by the seller, all TANC buyer fees become immediately due and non-refundable, except as provided in Section 6.4. The buyer fee is calculated as a percentage of the accepted sale price, as set forth on the Site at the time of offer submission. The buyer fee is the sole financial obligation to TANC arising from a completed transaction.

6.2 No Seller Fees. TANC does not charge sellers any listing fees, commissions, or success fees.

6.3 Photography. Professional photography of a seller's vehicle is arranged by TANC as a courtesy. TANC charges no fee for arranging it; the photography is performed by an independent third-party provider, as described in Section 5.5, which bills the seller directly at its own rates. Any payment, cancellation, or refund for a photography session is a matter between the seller and that provider, and no refund arises from TANC under this Section. The service is subject to the availability of a provider serving the vehicle's location. TANC does not guarantee that photography can be arranged for any particular vehicle, location, or date, and may limit or discontinue the service at its discretion. The seller is responsible for making the vehicle available, and for providing safe and lawful access to it, at the scheduled time; where a seller misses or cancels a scheduled session, TANC is under no obligation to arrange another.

6.4 Conditions for Fee Refund. TANC will refund the buyer fee where (a) the seller accepts a buyer's offer, and (b) the seller thereafter wrongfully and unilaterally refuses to complete the sale in material breach of the accepted offer. In all other circumstances TANC fees are non-refundable, including buyer's cancellation of an accepted offer, buyer's failure to timely deposit funds into escrow, failure of the transaction due to financing issues, vehicle condition disputes, and buyer dissatisfaction with any third-party service. This Section 6.4 does not limit any refund or remedy required by applicable law.

6.5 Maximum Liability Cross-Reference. TANC's maximum liability to any user is set forth in Section 14 and is subject to Section 14.4.

7. User Accounts and Registration

• You must create a registered account to list a vehicle, submit an offer, or access the Dashboard. Browsing active listings does not require registration.
• You agree to provide accurate, current, and complete information during registration and to update it promptly if it changes.
• You are responsible for maintaining the confidentiality of your account credentials and for activity that occurs under your account, except to the extent the activity results from TANC's own act or omission.
• You agree to notify TANC promptly of any unauthorized use of your account or any security breach at info@thatsanicecar.com.
• TANC reserves the right to suspend or terminate any account for suspected fraud, violation of these Terms, or extended inactivity, and will provide notice where practicable.

8. Seller Listings; Seller Representations and Warranties

By submitting a vehicle listing, you (as seller) represent, warrant, and covenant as follows:

• You are the legal owner of the vehicle, or you are expressly authorized by the legal owner to list the vehicle for sale on TANC.
• All listing content, including descriptions, photographs, mileage, condition disclosures, VIN, and all other information, is accurate, complete, and not misleading in any material respect.
• The vehicle is free and clear of all liens, encumbrances, and title defects, except as expressly and accurately disclosed in the listing.
• The vehicle is legally available for sale in the jurisdiction where it is located, and the sale will comply with all applicable laws, including all odometer disclosure and title transfer requirements.
• You have not concealed any known material defects in the vehicle.
• You grant TANC a royalty-free, worldwide, non-exclusive, sublicensable license to display, reproduce, distribute, and use all listing content, including photographs and descriptions, for the purpose of operating, marketing, and promoting the TANC platform, for the duration of your listing and for a period of twenty-four (24) months thereafter.
• You understand that your listing, including its full content and all offers received, will be visible to other registered users.
• You understand that TANC's escrow, inspection, vehicle history, and transportation services are optional and are provided by independent third parties over whom TANC has no control.

TANC reserves the right, in its sole discretion, to reject, remove, modify, or decline to publish any listing that TANC determines does not comply with these Terms, does not meet TANC's quality or eligibility standards, or is otherwise inconsistent with the TANC brand and marketplace. TANC is not obligated to publish any submitted listing.

9. Buyer Offers; Buyer Representations and Warranties

By submitting a purchase offer, you (as buyer) represent, warrant, and covenant as follows:

• You are submitting a genuine, bona fide offer to purchase the listed vehicle and intend to complete the purchase if your offer is accepted.
• The information in your offer is accurate and complete, including the stated source of funds, deposit amount, time to acquire, and method of acquisition.
• If your stated source of funds is financing, you have a reasonable basis to believe you will obtain it, and you understand that TANC and the seller are not responsible for financing contingencies.
• You understand that submitting an offer does not guarantee acceptance, and that the seller may accept any offer at any time, including one submitted after yours.
• You understand that all offers on a given listing, including yours, are visible to other registered buyers and to the seller.
• Upon acceptance of your offer, you are obligated to pay the TANC buyer fee, which is non-refundable except as provided in Section 6.4.
• Upon acceptance of your offer, you are obligated to deposit the stated deposit amount into escrow within 2 business days and to complete full payment within the timeframe stated in your accepted offer.
• You have conducted or intend to conduct your own independent due diligence on the vehicle, and you are not relying on TANC for any verification of the vehicle's condition, title, history, or value.

10. Disputes Between Users; Limited Release

10.1 TANC Has No Role. TANC is not a mediator, arbitrator, or adjudicator of disputes between buyers and sellers, and will not intervene in, mediate, or resolve any such dispute.

10.2 Disputes Are Between the Users. All disputes, claims, or controversies arising between a buyer and a seller, including disputes regarding vehicle condition, title, misrepresentation, breach of any purchase agreement, payment, or performance, are solely the responsibility of the buyer and seller to resolve among themselves or through appropriate legal channels.

10.3 Limited Release.

(a) You release the TANC Parties from any claim, demand, loss, liability, or damage arising out of or connected with (i) a dispute between you and another user of the Site, or (ii) the acts or omissions of another user of the Site.

(b) This release is limited to claims arising from the conduct of other users. It does not release, and does not apply to, any claim based on TANC's own acts or omissions, including any claim of fraud, intentional misrepresentation, willful misconduct, gross negligence, negligence, or violation of law by TANC.

(c) With respect to, and only with respect to, the claims released in subsection (a), you waive California Civil Code section 1542, which provides: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party." This waiver applies identically to Consumer Users and Business Users. It does not extend to any claim based on TANC's own acts or omissions, and does not extend to any liability described in Section 14.4(a).

As used in these Terms, "TANC Parties" means TANC and its members, managers, officers, employees, agents, contractors, successors, and assigns.

10.4 Inspection Recommendation. TANC strongly recommends that every buyer obtain an independent pre-purchase inspection from a qualified mechanic or inspection service before completing any purchase. TANC can coordinate a referral, but TANC does not inspect vehicles and is not responsible for the condition of any vehicle.

11. Prohibited Conduct

You agree not to:

• submit false, inaccurate, misleading, or fraudulent listing content, offer content, or account information;
• list a vehicle you do not own or are not authorized to sell;
• misrepresent the condition, mileage, title status, or material characteristics of a vehicle;
• submit a sham or non-genuine offer with no intention to complete the purchase if accepted;
• use the Site to conduct any unlawful activity;
• circumvent TANC's fee structure by completing a transaction initiated on TANC through off-platform channels;
• harass, threaten, or defame other users;
• scrape, crawl, or use automated means to access the Site or its data without TANC's express written consent;
• attempt to gain unauthorized access to TANC's systems, accounts, or data; or
• upload or transmit any malicious code, virus, or harmful content.

TANC may remove any listing, cancel any offer, suspend or terminate any account, and take other remedial action in response to any actual or suspected violation of this Section 11.

12. Intellectual Property

All content on the Site created by TANC, including the TANC name, logo, taglines, website design, interface layout, code, text, graphics, TANC-created photographs, videos, and other materials, is the proprietary property of TANC or its licensors and is protected by United States and international copyright, trademark, and other intellectual property laws. You may not reproduce, distribute, modify, create derivative works from, publicly display, or use any TANC intellectual property without TANC's prior written consent. By submitting listing content you grant the license described in Section 8, and you represent that you have the right to grant it.

13. Disclaimer of Warranties

SUBJECT TO SECTION 14.4, THE SITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TANC DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, RELIABILITY, SECURITY, AND UNINTERRUPTED ACCESS. TANC DOES NOT WARRANT THAT THE SITE WILL BE FREE FROM ERRORS, BUGS, VIRUSES, OR SECURITY VULNERABILITIES, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE WILL BE CONTINUOUSLY AVAILABLE. TANC MAKES NO WARRANTY REGARDING THE ACCURACY, COMPLETENESS, OR AUTHENTICITY OF ANY LISTING CONTENT, VEHICLE HISTORY REPORT, INSPECTION RESULT, TITLE RECORD, OR OTHER INFORMATION DISPLAYED ON THE SITE. NOTHING IN THIS SECTION 13 DISCLAIMS ANY WARRANTY THAT CANNOT BE DISCLAIMED UNDER APPLICABLE LAW.

14. Limitation of Liability

14.1 Exclusion of Indirect Damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND SUBJECT TO SECTION 14.4, IN NO EVENT SHALL ANY TANC PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES; FOR LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR ANTICIPATED SAVINGS; FOR LOSS OF DATA OR INFORMATION; OR FOR THE COST OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SITE OR SERVICES, ANY TRANSACTION FACILITATED THROUGH THE SITE, ANY LISTING CONTENT, ANY THIRD-PARTY SERVICE, OR ANY OTHER MATTER RELATED TO THESE TERMS, EVEN IF TANC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 Maximum Monetary Liability. SUBJECT TO SECTION 14.4, THE TOTAL CUMULATIVE LIABILITY OF THE TANC PARTIES TO YOU, FOR ALL CLAIMS OF ANY KIND UNDER ANY LEGAL THEORY, INCLUDING CONTRACT, TORT, STATUTE, AND EQUITY, WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT OF FEES ACTUALLY PAID TO TANC BY YOU IN CONNECTION WITH THE TRANSACTION GIVING RISE TO THE CLAIM, OR (B) ONE THOUSAND DOLLARS ($1,000.00). THIS IS A CUMULATIVE LIMIT ACROSS ALL CLAIMS AND IS NOT A PER-CLAIM LIMIT. THIS LIMIT APPLIES IDENTICALLY TO CONSUMER USERS AND BUSINESS USERS.

14.3 Your Obligations Are Not Limited. The exclusions and limitations in Sections 13, 14.1, and 14.2 limit only the liability of the TANC Parties. They do not limit, reduce, or cap any obligation you owe to TANC, including your obligation to pay any fee that has become due under Section 6, your indemnification obligations under Section 15, your representations and warranties under Sections 8 and 9, and your obligations under Section 11. No cap, exclusion, or limitation stated anywhere in these Terms applies to any claim by TANC against you.

14.4 Liability That Cannot Be Limited; Effect of Partial Unenforceability.

(a) Nothing in these Terms, including Sections 10.3, 13, 14.1, 14.2, 15, and 16, and including Part II and Part III, excludes, limits, caps, releases, waives, or disclaims, or is intended to exclude, limit, cap, release, waive, or disclaim, any of the following: (i) liability for a party's own fraud or intentional misrepresentation; (ii) liability for a party's own willful injury to the person or property of another; (iii) liability for a party's own violation of law, whether willful or negligent; (iv) liability for death or bodily injury caused by a party's own negligence or willful misconduct; or (v) any other liability that may not be exculpated, limited, released, or waived under applicable law, including California Civil Code section 1668.

(b) This Section 14.4 applies to every user, whether a Consumer User or a Business User, and applies without regard to the sophistication, bargaining power, business experience, or legal representation of any user, and without regard to whether the user has entered into a Signed Agreement.

(c) Any provision of these Terms that would otherwise be void or unenforceable under section 1668 or any comparable law shall be read as though it expressly excepted the liability described in subsection (a), and shall be enforced to the fullest extent permitted as to all other liability.

(d) If any exclusion, limitation, cap, release, waiver, or disclaimer in these Terms is held unenforceable as to a particular claim, a particular category of claim, or a particular person, it remains in full force and effect as to every other claim, category, and person, and the unenforceable portion shall be modified or limited to the minimum extent necessary to render it enforceable rather than disregarded in whole.

(e) No provision of these Terms waives or limits any right or remedy that may not be waived under applicable law, including any right under the Consumers Legal Remedies Act, California Civil Code section 1750 et seq., and California Civil Code section 1751.

14.5 Jurisdictional Variation. Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for certain types of damages. In those jurisdictions, the liability of the TANC Parties is limited to the fullest extent permitted by applicable law.

15. Indemnification

Subject to Section 14.4, and as modified by Section 20 for Consumer Users, you agree to defend, indemnify, and hold harmless the TANC Parties from and against all third-party claims, demands, actions, proceedings, losses, liabilities, damages, judgments, settlements, fines, penalties, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to:

• your violation of these Terms or the Privacy Policy;
• your violation of any applicable law or regulation;
• any listing content you submit, including any misrepresentation or omission;
• any offer you submit, including any failure to perform upon acceptance;
• any dispute between you and another user of the Site;
• your infringement of any intellectual property or other right of any third party; and
• your negligence or willful misconduct.

You have no obligation to indemnify any TANC Party for any claim to the extent it arises from that TANC Party's own negligence, willful misconduct, fraud, or violation of law. TANC will give you prompt notice of any claim for which it seeks indemnity, will not settle any such claim without your written consent, and will cooperate reasonably in the defense. You may control the defense with counsel reasonably acceptable to TANC, and TANC may participate at its own expense.

16. Dispute Resolution

Please read this Section carefully. It requires mediation before most claims may be filed. It requires arbitration only of claims brought on a class or representative basis, it waives your right to participate in a class action, and it waives your right to a jury trial in federal court only. Section 16.4 preserves small claims court for smaller claims, and every other individual claim is heard in court. Section 16.13 gives you 30 days to opt out of arbitration. Section 16.14 governs attorney fees. This Section 16 applies identically to every user.

16.1 The Three Steps. Except for the claims described in Section 16.5, a dispute, claim, or controversy arising out of or relating to these Terms, the Site, the Services, or any transaction facilitated through the Site (a "Dispute") proceeds in three steps: informal resolution under Section 16.2, then mediation under Section 16.3, then the forum determined under Section 16.4. A Dispute within the jurisdictional limit of small claims court is exempt from Sections 16.2 and 16.3 and may be filed in small claims court immediately.

16.2 Step One: Informal Resolution. Before initiating mediation, arbitration, or litigation, the party raising the Dispute will describe it in writing to the other party and allow thirty (30) days for a response. Your notice goes to info@thatsanicecar.com. TANC's notice goes to the email address associated with your account. The parties will confer in good faith during that period. Nothing in this Section 16.2 prevents either party from filing in small claims court or from seeking relief under Section 16.5(c).

16.3 Step Two: Mandatory Mediation.

(a) Condition precedent. Except for Disputes described in Section 16.4(a) or Section 16.5, neither party may commence arbitration or litigation until mediation under this Section 16.3 has concluded or the period in subsection (c) has expired.

(b) Initiation. After the informal resolution period ends, either party may initiate mediation by written notice to the other.

(c) Timing. The mediation session will be scheduled within forty-five (45) days after the notice and held within sixty (60) days after the notice, unless the parties agree in writing to extend. If the session has not been held within sixty (60) days for any reason other than the initiating party's failure to cooperate, the condition precedent in subsection (a) is satisfied and either party may proceed.

(d) Mediator. One neutral mediator selected by agreement of the parties. If the parties have not agreed within fifteen (15) days after the notice, either party may request appointment of a mediator by JAMS from its mediation panel, or by any other ADR provider the parties accept. The parties will select a mediator whose fees are reasonable in light of the amount in controversy.

(e) Format. One session of up to four hours, conducted by videoconference unless both parties agree otherwise. No party is required to travel outside the county of its residence or principal place of business. Counsel is permitted but not required.

(f) Costs. The mediator's fees and any administrative fees of the ADR provider are shared equally by the parties. Each party otherwise bears its own costs and its own attorneys' fees for the mediation, regardless of outcome. If a party notifies TANC in writing that its share would be a financial hardship, TANC will pay that party's share, and no party is required to forgo mediation because of an inability to pay. This subsection applies identically to Consumer Users and Business Users.

(g) Good faith. If a party fails to participate in good faith, fails to respond to a mediation notice within fifteen (15) days, or fails to pay its share of the mediator's fees, the other party may proceed directly to arbitration or court, and the condition precedent in subsection (a) is deemed satisfied as to the party that did participate.

(h) Tolling. Every applicable limitations period, including the period in Section 16.18, is tolled from the date a party gives notice under Section 16.2 until thirty (30) days after the mediation concludes or the period in subsection (c) expires, whichever occurs first. Nothing in this Section 16.3 shortens any limitations period or operates to bar any claim by reason of the time consumed by these steps.

(i) Confidentiality. The mediation is confidential and subject to California Evidence Code sections 1115 through 1128. Nothing said, offered, or produced in mediation is admissible in any later proceeding, and the mediator may not be called as a witness.

(j) Non-binding. The mediator has no authority to impose any resolution on either party.

16.4 Step Three: Where the Claim Is Heard.

(a) Small claims court is the default for smaller claims. Any Dispute asserted on an individual basis that is within the jurisdictional limit of the small claims court where it may properly be filed may be brought in small claims court by either party. Such a Dispute is not subject to arbitration and not subject to Sections 16.2 or 16.3. If a Dispute within that limit is filed in arbitration, either party may require that it be withdrawn and filed in small claims court instead, and the arbitrator or administrator will give effect to that request. This subsection applies regardless of how the Dispute is pleaded, and applies even where Section 16.6(b) would otherwise require arbitration, so long as the individual relief sought is within the small claims limit.

(b) Arbitration. A Dispute must be arbitrated only in the circumstances listed in Section 16.6.

(c) Court. Every other Dispute is heard in the courts identified in Section 16.17. This includes any individual Dispute that exceeds the small claims jurisdictional limit, and any Dispute seeking declaratory or injunctive relief that is not described in Section 16.5. No individual Dispute is subject to arbitration.

16.5 Claims Outside Sections 16.2, 16.3, and 16.6. The following are not subject to informal resolution, mediation, or arbitration, and may be brought in a court of competent jurisdiction at any time:

(a) Public injunctive relief. Any claim for public injunctive relief under California's Unfair Competition Law, Consumers Legal Remedies Act, false advertising law, or any comparable statute. The parties intend this Section 16.5(a) to preserve, and not to waive, any right to seek public injunctive relief. Nothing in these Terms waives, and no provision of these Terms shall be construed to waive, any right to seek public injunctive relief in any forum. If such a claim is brought, it proceeds in court while any arbitrable claim proceeds in arbitration, and either party may request a stay of the court action. This Section 16.5(a) does not affect the validity or enforceability of any other provision of this Section 16 or of these Terms. If this Section 16.5(a) is held invalid for any reason, the claim for public injunctive relief is litigated in court and the remainder of this Section 16 remains in full force and effect as to all other claims.

(b) Intellectual property. Either party may seek injunctive relief in court to protect its intellectual property rights.

(c) Urgent relief. Either party may seek a temporary restraining order or preliminary injunction in court to prevent immediate and irreparable harm, pending completion of the steps in this Section 16.

16.6 When Arbitration Is Required: Aggregate Claims Only.

(a) Subject to Sections 16.4(a), 16.5, and 16.13, a Dispute must be resolved by final and binding individual arbitration administered by JAMS only if the Dispute is asserted, in whole or in part, on a class, collective, consolidated, mass, or representative basis, in which case it must be arbitrated on an individual basis only.

(b) No individual Dispute is subject to arbitration, regardless of the amount in controversy, the amount of relief sought, or the type of relief sought. An individual Dispute within the small claims jurisdictional limit is heard in small claims court under Section 16.4(a). Every other individual Dispute, including one seeking declaratory or injunctive relief and one seeking any amount of money, is heard in court under Section 16.17.

(c) If a Dispute is asserted on a basis described in subsection (a) and, once required to proceed on an individual basis, the individual relief sought is within the small claims jurisdictional limit, either party may require under Section 16.4(a) that it be brought in small claims court instead of arbitration.

(d) Where a Dispute is subject to arbitration under this Section 16.6, the arbitration includes any dispute regarding the formation, interpretation, enforceability, breach, termination, or validity of these Terms as it relates to that Dispute, except that a court, and not an arbitrator, decides any question concerning the enforceability of Section 16.5(a) or Section 16.10.

16.7 Arbitration Rules. Every arbitration under these Terms is administered by JAMS before a single neutral arbitrator under the JAMS Consumer Arbitration Rules and Procedures, and is subject in all respects to the JAMS Consumer Arbitration Minimum Standards of Procedural Fairness, which are incorporated by reference. TANC agrees that these rules and standards apply to every arbitration under these Terms, whether the user is a Consumer User or a Business User. If any provision of these Terms conflicts with the JAMS Consumer Arbitration Minimum Standards, the Minimum Standards control, and the conflicting provision is modified only to the extent necessary to comply. If the amount in controversy does not exceed $25,000, the arbitration may proceed on a documents-only basis unless either party requests a hearing.

16.8 Arbitration Administrative and Arbitrator Fees. If you are the claimant, you pay only the initial case management fee applicable to consumers under the JAMS rules, which will not exceed the fee to file the same claim in the superior court of the county of your residence or principal place of business, and TANC pays all remaining administrative fees, case management fees, hearing fees, and all arbitrator compensation and expenses, regardless of outcome. If TANC is the claimant, TANC pays all such fees. TANC will pay your share directly to the provider on request if you state that the amount is a hardship. Attorney fees, costs, and expenses are governed by Section 16.14. This Section 16.8 applies identically to Consumer Users and Business Users.

16.9 Location and Format. The party responding to a demand for arbitration may elect any of the following, and the other party will not object: (a) documents-only with no hearing; (b) a hearing by telephone or videoconference; (c) an in-person hearing in the county of the electing party's residence or principal place of business; or (d) an in-person hearing in San Diego County, California. Absent an election, the arbitration proceeds by videoconference. No party is required to travel outside the county of its residence or principal place of business.

16.10 Class and Collective Action Waiver. YOU AND TANC EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, COLLECTIVE, REPRESENTATIVE, MASS, OR CONSOLIDATED ACTION. THE ARBITRATOR HAS NO AUTHORITY TO CONSOLIDATE CLAIMS, CONDUCT CLASS PROCEEDINGS, OR AWARD RELIEF ON BEHALF OF UNNAMED PARTIES. This Section 16.10 does not apply to any claim described in Section 16.5(a). Section 16.12 governs administration of coordinated individual filings and does not constitute consolidation for purposes of this Section 16.10.

16.11 Jury Trial Waiver in Federal Court Only. IF A DISPUTE IS LITIGATED IN A FEDERAL COURT, YOU AND TANC EACH WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY WITH RESPECT TO THAT DISPUTE.

This waiver applies only in federal court. It does not apply to any Dispute litigated in a state court, to any Dispute in small claims court, or to any arbitration. The parties acknowledge that under California law a pre-dispute waiver of the right to a jury trial is not enforceable in the courts of this state, and nothing in these Terms purports to waive, or should be construed as waiving, any right to a jury trial in a California state court. This Section 16.11 does not apply to any claim brought after a valid opt-out under Section 16.13.

16.12 Coordinated or Mass Filings. If twenty-five (25) or more demands for arbitration raising substantially similar claims are filed against TANC by or with the assistance of the same law firm or coordinated counsel within a ninety (90) day period, the demands will be administered in batches of not more than fifty (50), each batch treated as a single arbitration for administrative and arbitrator fee purposes and assigned to a single arbitrator. The parties will first proceed with a bellwether batch of not more than ten (10) demands selected half by each side, and will confer in good faith regarding resolution of the remainder after the bellwether awards issue. All limitations periods are tolled for any demand awaiting assignment to a batch. This Section 16.12 is intended to reduce cost and delay for both parties, does not limit any party's substantive rights or remedies, and does not extend the time for TANC to pay any fee it owes under Section 16.8.

16.13 Your Right to Opt Out of Arbitration. You may opt out of Sections 16.6, 16.10, and 16.11 by sending an email to info@thatsanicecar.com with the subject line "Arbitration Opt-Out" within thirty (30) days after you first register an account. Your email needs to state only your name and the email address associated with your account. Opting out is free, requires no explanation, and will not affect your access to the Site or Services, the terms available to you, or any other provision of these Terms. TANC will confirm your opt-out in writing. If you opt out, Disputes are resolved in the courts identified in Section 16.17, and Sections 16.2, 16.3, and 16.4 continue to apply. TANC will not retaliate against any user who opts out. This right is available to every user.

16.14 Prevailing Party Attorney Fees; Reciprocal Cap.

(a) Entitlement. In any arbitration under Section 16.6, and in any action in a court of competent jurisdiction arising out of or relating to these Terms, the Site, the Services, or any transaction facilitated through the Site, the prevailing party is entitled to an award of its reasonable attorney fees, costs, and expenses.

(b) Reciprocal cap. Provided, however, that no award of reasonable attorney fees, costs, and expenses to the prevailing party may exceed the amount of reasonable attorney fees, costs, and expenses actually incurred by the non-prevailing party.

(c) Disclosure. On the request of the other party, the court, or the arbitrator, each party will disclose the total amount of attorney fees, costs, and expenses it has actually incurred in the proceeding and will provide reasonable substantiation. A party that fails to disclose after request may be treated, for purposes of subsection (b) only, as having incurred an amount no less than the amount sought by the party seeking the award.

(d) Prevailing party defined. "Prevailing party" means the party that obtains the greater net relief on the claims actually adjudicated, as determined by the court or the arbitrator. If neither party obtains net relief, or if the court or arbitrator determines that neither party obtained greater net relief, there is no prevailing party and each party bears its own attorney fees, costs, and expenses.

(e) Statutory claims are governed by statute. Where a statute provides the standard for an award of attorney fees, costs, or expenses on a claim, that statute governs that claim and this Section 16.14 does not apply to it. Without limiting the foregoing, this Section 16.14 does not entitle TANC to recover attorney fees, costs, or expenses from a Consumer User on any claim under the Consumers Legal Remedies Act except as California Civil Code section 1780(e) permits, and does not reduce, cap, or condition any award to which a Consumer User is entitled by statute.

(f) Where this Section does not apply. This Section 16.14 does not apply to any proceeding in small claims court, and does not apply to mediation under Section 16.3, in which each party bears its own costs and attorney fees under Section 16.3(f) regardless of outcome.

(g) Non-waivable law and Minimum Standards control. Nothing in this Section 16.14 requires any party to pay any fee, cost, or expense that it may not be required to pay under applicable law that cannot be waived, or under the JAMS Consumer Arbitration Minimum Standards incorporated by Section 16.7. Section 14.4 applies to this Section 16.14.

(h) Uniform application. This Section 16.14 applies identically to Consumer Users and Business Users, and applies identically to claims by a user against TANC and to claims by TANC against a user.

16.15 Severability Within This Section. If Section 16.10 is held unenforceable as to a particular claim, that claim is severed and litigated in court under Section 16.17, and the remainder of this Section 16, including the agreement to arbitrate all other claims, remains in full force and effect. If any other provision of this Section 16 is held unenforceable, that provision is severed and the remainder remains in full force and effect. The parties intend that the agreement to arbitrate in Section 16.6, the mediation requirement in Section 16.3, and the small claims default in Section 16.4(a) each survive the invalidity of any other provision of these Terms, including any provision of Section 10.3, 13, 14, or 15.

16.16 Remedies in Arbitration. The arbitrator applies California law to the merits and gives effect to the substantive limitations in Section 14, subject to Section 14.4. Nothing in this Section 16 independently limits any remedy that would be available to either party in a court of law, and the arbitrator may award any remedy available in court, subject to Section 14. Nothing in this Section 16.16 limits the relief the arbitrator may award to TANC on any claim asserted by TANC against you.

16.17 Governing Law; Venue for Court Proceedings. These Terms are governed by the laws of the State of California, without regard to its conflict of law principles. Any claim not subject to arbitration, and any claim brought after a valid opt-out under Section 16.13, may be brought in the state or federal courts located in San Diego County, California, or in the county of the residence or principal place of business of the party bringing the claim, at that party's election. Each party consents to personal jurisdiction and venue in each of those courts and waives any objection based on inconvenient forum. Nothing in this Section prevents either party from bringing an individual claim in small claims court under Section 16.4(a).

16.18 Time Limitation on Claims. Any claim arising from or relating to these Terms or the Site must be filed within one (1) year after the date the claim accrued, or it is permanently barred. This Section 16.18 does not apply to, and does not shorten the limitations period for, any claim arising under statute, including claims under the Consumers Legal Remedies Act, the Unfair Competition Law, the false advertising law, the Song-Beverly Consumer Warranty Act, the California Vehicle Code, and any comparable federal or state statute, each of which is governed by the limitations period the statute provides. This Section 16.18 is subject to the tolling in Section 16.3(h), applies identically to Consumer Users and Business Users, and does not shorten any period that may not be shortened by agreement under applicable law.

16.19 Uniform Application. This Section 16 applies identically to every user of the Site, whether a Consumer User or a Business User. Neither Part II nor Part III varies any provision of this Section 16. The parties intend the procedures in this Section 16 to be equally available to, and equally binding on, both parties and all users. If any provision of this Section 16 is held unenforceable as applied to a particular user or a particular claim, it is unenforceable only as to that user or that claim, and remains in full force and effect as to every other user and claim.

17. General Provisions

17.1 Entire Agreement; Separate Signed Agreements. Except as provided in this Section 17.1, these Terms and the Privacy Policy constitute the entire agreement between you and TANC with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, warranties, and understandings, oral or written, regarding the Site and Services.

If you and TANC have entered into a separate written agreement signed by both you and TANC that expressly addresses your relationship with TANC, including a Courtesy Trial Agreement, a Courtesy Link Agreement, a dealer agreement, an affiliate agreement, or a master services agreement (each, a "Signed Agreement"), that Signed Agreement is not superseded by these Terms. These Terms and the Signed Agreement are intended to be read together. In the event of any conflict or inconsistency between these Terms and a Signed Agreement, the Signed Agreement controls as to the subject matter it addresses, and these Terms control as to all other matters. Neither your acceptance of these Terms, whether by click-through or otherwise, nor your registration for an account, nor your continued use of the Site, amends, supersedes, or waives any provision of a Signed Agreement. This Section 17.1 prevails over any contrary provision of these Terms.

17.2 Severability. If any provision of these Terms is held invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or severed, and the remaining provisions continue in full force and effect. Sections 14.4, 16.15, and 16.19 govern where they apply.

17.3 No Waiver. A party's failure to enforce any right or provision is not a waiver of that right or provision, and no waiver of any breach is a waiver of any subsequent breach.

17.4 Assignment. You may not assign or delegate your rights or obligations under these Terms without TANC's prior written consent. TANC may assign these Terms in connection with a merger, acquisition, or sale of assets, on notice to you.

17.5 Force Majeure. Neither party is liable for any failure or delay in performance resulting from circumstances beyond its reasonable control, including acts of God, natural disasters, pandemics, government actions, cyberattacks, internet outages, and failures of third-party service providers. This Section 17.5 does not excuse any obligation to pay money.

17.6 Relationship of the Parties. TANC and you are independent parties. Nothing in these Terms creates an agency, partnership, joint venture, employment, or fiduciary relationship.

17.7 Notices. TANC may provide notices to you by email to the address associated with your account, by posting on the Site, or by any other reasonable means, except that any notice under Section 2 will be sent by email to your account address. Your notices to TANC must be sent to info@thatsanicecar.com, with the subject matter described in the subject line. For legal notices, include "Legal Notice" in the subject line.

17.8 Headings. Headings are for convenience only and do not affect interpretation.

17.9 Survival. Sections 5, 6.1, 6.3, 6.4, 10, 12, 13, 14, 15, 16, and 17, and the Part that applies to you, survive termination of your account.

18. Contact Information

That's A Nice Car, LLC

5465 Morehouse Drive, Suite 260, San Diego, California 92121

thatsanicecar.com

General, account, and security matters: info@thatsanicecar.com

Legal notices: info@thatsanicecar.com, with "Legal Notice" in the subject line

Arbitration opt-out: info@thatsanicecar.com, with "Arbitration Opt-Out" in the subject line

19. Application of Part II

19.1 Part II applies to you if you are a Consumer User as defined in Section 4.1. Part III does not apply to you.

19.2 If any provision of Part I conflicts with Part II, Part II controls as to Consumer Users, except that Section 16 applies identically to all users as provided in Section 16.19 and is not varied by Part II.

19.3 Part II is in addition to, and does not reduce, any right you have under Part I or under applicable law.

20. Indemnification for Consumer Users

For a Consumer User, the indemnity in Section 15 is limited to third-party claims arising from (a) the Consumer User's own material misrepresentation or omission in listing content or an offer, (b) the Consumer User's violation of law, or (c) the Consumer User's willful misconduct or gross negligence. A Consumer User has no indemnity obligation for any other matter, and no indemnity obligation for any claim arising from a TANC Party's own act or omission. TANC bears its own attorneys' fees in defending any claim not within (a) through (c).

21. Non-Waivable Rights and Remedies

Nothing in these Terms waives, limits, or restricts any right or remedy available to a Consumer User under a statute that may not be waived by agreement, including the Consumers Legal Remedies Act, California Civil Code section 1750 et seq., and California Civil Code section 1751. Section 14.4 applies in full to Consumer Users. No provision of Part III applies to a Consumer User.

22. Application of Part III

22.1 Part III applies to you if you are a Business User as defined in Section 4.2. Part II does not apply to you.

22.2 If any provision of Part I conflicts with Part III, Part III controls as to Business Users, except that Section 16 applies identically to all users as provided in Section 16.19 and is not varied by Part III.

22.3 Section 14.4 applies in full to Business Users and controls over every provision of this Part III.

23. Business User Representations and Acknowledgments

By accessing or using the Site or Services as a Business User, and by signing any Signed Agreement that references this Section 23, you represent, warrant, and acknowledge as follows:

(a) You access and use the Site and Services primarily for commercial, business, investment, or resale purposes, in the course of a trade or business, and not primarily for personal, family, or household purposes.

(b) You are not a consumer with respect to your use of the Site or Services, and the transactions you conduct on the Site are not consumer transactions as to you.

(c) If you are a motor vehicle dealer, you hold all licenses required for your business and you are in good standing.

(d) You are a sophisticated commercial party with experience in the purchase, sale, and marketing of motor vehicles, and you are capable of evaluating the risks allocated by these Terms.

(e) You have had a full and fair opportunity to review these Terms, including Sections 13, 14, 15, and 16, with legal counsel of your own choosing, and you either did so or knowingly elected not to.

(f) You have had a meaningful opportunity to propose changes to these Terms and to negotiate the terms of your relationship with TANC, including by declining to use the Site, and the terms governing your relationship with TANC are the product of arm's-length dealing.

(g) You have read and understood the disclaimer of warranties in Section 13, the limitation of liability in Section 14, the indemnity in Section 15, the mediation requirement in Section 16.3, the arbitration agreement in Section 16.6, which applies only to claims asserted on a class or representative basis, the class and collective action waiver in Section 16.10, the federal-court jury trial waiver in Section 16.11, and the prevailing party attorney fee provision in Section 16.14. You acknowledge that each is a material term and a bargained-for allocation of risk, that TANC would not provide the Site or Services to you on the same terms without them, and that the fee structure in Section 6, including the absence of any seller fee, reflects that allocation.

(h) You acknowledge that you were informed of your right under Section 16.13 to opt out of arbitration within 30 days of registration at no cost and without explanation, and of the availability of small claims court under Section 16.4(a).

(i) You are not relying on any representation, warranty, statement, projection, or assurance of any kind other than those expressly set forth in these Terms and in any Signed Agreement.

(j) You acknowledge that Part II does not apply to you, and you will not assert that you are a Consumer User with respect to any transaction you conduct as a Business User.

These acknowledgments are material inducements to TANC's agreement to make the Site and Services available to you.

24. Indemnification for Business Users

Section 15 applies to Business Users in full. Section 20 does not apply to Business Users.

25. Interpretation for Business Users

As between TANC and a Business User, these Terms are the product of negotiation between parties of comparable sophistication, each of which had the opportunity to consult counsel. Accordingly, no rule of construction resolving ambiguity against the drafting party applies to the interpretation of these Terms as to a Business User. This Section 25 does not apply to any Consumer User and does not affect Section 14.4 or Section 16.19.

End of Terms of Service.