OfferUp Automotive Advertising Service Terms and Conditions

These Service Terms will continue to apply to Customers who signed up for the Service prior to October 8, 2020 until their subscriptions renew. Upon renewal of a Customer’s subscription, the terms located at will apply.

These OfferUp Automotive Service Terms and Conditions (these “Service Terms”), together with any applicable Order Form(s) (“Agreement”), constitute a binding agreement between OfferUp Inc. (“OfferUp”) and the person or entity and their agents who purchase the Service (“Customer”) (each, a “Party”). By accessing or using the Service or by executing an Order Form that references these Service Terms, Customer agrees to be bound by these Service Terms and all terms incorporated by reference. If Customer does not agree to all of these Service Terms, they may not access or use the Service. In the event of any conflict between the terms of an Order Form or these Service Terms, the terms of the Order Form will control.

1. Definitions.

Order Form” means a sales order, other document, or online order process used to purchase Services from OfferUp.

Autos” or “Service” means OfferUp’s automotive advertising services made available on the OfferUp marketplace.

2. Autos Advertising Service.

a. Access to the Service. OfferUp grants Customer a nonexclusive, nontransferable, worldwide right to access and use the Service during the Subscription Periods. By purchasing access to or otherwise using the Service, Customer agrees to pay the applicable service fees and to use the Service in compliance with these Service Terms and any documentation or policies provided by OfferUp that are applicable to the Service.

b. Customer Service Rules. By enrolling in the Services, Customer acknowledges that (a) it will be given access to create a verified auto dealer account, from which Customer will be required to post all of their vehicle listings; (b) Customer is allowed to post one listing per vehicle on the OfferUp marketplace, and agrees not to create duplicate listings for the same vehicle; (c) it may only post their vehicle listings from its verified auto dealer account, not from any other OfferUp account (such as an employee, friend, or family member’s personal account); (d) it may take up to seven days for a new OfferUp Autos feed to become active after enrolling in the service and Customer may be contacted to seek approval before the feed is turned on; and (e) Customer’s verified auto dealer inventory feed will be the only method by which Customer can post vehicle listings on OfferUp, and any manual postings will be automatically deleted every time the inventory feed is synced with OfferUp’s system.

c. Rights Reserved by OfferUp. OfferUp reserves the right, in its sole discretion, to (a) modify these Service Terms, the OfferUp Technology, or the Service; (b) impose rules for, limits on use of, or access to, the Service; (c) restrict Customer’s access to part, or all, of the Service without notice; (d) change, suspend, or discontinue any aspect of the Service; or (e) change pricing for the Service. Except as set forth herein, OfferUp will not be liable to Customer or to any third party for taking any of the actions listed in (a)-(e) above. OfferUp may terminate Customer’s use of the Service at any time, for any or no reason, and without prior notice. In the event that OfferUp terminates Customer’s access to the Service for any reason other than Customer’s breach of these Service Terms, or if OfferUp modifies the Service in a manner that materially impacts Customers use of the Service, Customer’s sole remedy for such termination will be the refund of the pro-rata amount (if any) of any prepaid amounts for the Service that Customer had not yet used at the time of termination or modification. In the event that OfferUp modifies these Service Terms, such modification will be effective for Customer’s use of the Service at the beginning of the next Subscription Period that begins at least 14 days after the date of the updated Service Terms. If Customer does not agree to such changes, Customer must contact OfferUp to terminate subscription to the Service prior to the date that the updated Service Terms become effective for Customer.

3. Term and Fees. Customer shall pay all fees specified in the Order Form (“Subscription Fee”) for the specified time period as follows:

a. Payment. OfferUp shall charge Customer’s preferred payment method on file (e.g., credit card or ACH draw) for fees that are due. If a payment is not processed for any reason, OfferUp may suspend access to the Service until payment is made. Customer shall not access the Service except during a paid-up Subscription Period.

b. Term, Auto Renewal, Fees, Termination, Refund. The effective period of an Autos subscription is set forth in the Order Form (the “Subscription Period”). Unless otherwise stated in the Order Form, each Subscription Period, which is either the Initial Term or a Renewal Term, will automatically renew for additional one-month Renewal Terms, unless the Services are terminated by either Party. At the beginning of a Subscription Period, OfferUp will automatically charge Customer’s payment method for the Subscription Fee, and thereafter Customer will be charged by OfferUp on the first day of each subsequent month of the Subscription Period.

c. Increases. Fees are subject to increases at the level of then-current standard pricing, which will become effective beginning upon the first day of each renewal Subscription Period. OfferUp will notify Customer of any increase at least 30 days prior to Customer’s renewal Subscription Period. Such notice may be in the form of an invoice or any other form of notice commonly used by OfferUp to communicate with Customer. If Customer objects to the increase, then Customer should elect to not renew its order of Services.

4. Restrictions. OfferUp does not grant Customer license, express or implied, to any OfferUp intellectual property except as specifically authorized by these Service Terms. All the technology and intellectual property used in providing the Service, including computer software programs, websites, networks, and equipment, and any content (collectively, the “OfferUp Technology”) is the property of OfferUp or its third party content suppliers and is protected by United States and international copyright and trademark laws. Customer shall only use the OfferUp Technology and services as set forth in an Order Form or these Service Terms, and not for the benefit of any third party unless expressly permitted by these Service Terms. Customer shall not (a) reverse assemble, reverse engineer, decompile, or otherwise attempt to derive source code from any of the OfferUp Technology; (b) reproduce, modify, create, or prepare derivative works of any of the OfferUp Technology; (c) distribute or display any of the OfferUp Technology; (d) share, sell, rent, lease, or otherwise distribute access to the Service; (e) alter, destroy or otherwise remove any proprietary notices within the OfferUp Technology; or (f) disclose the results of any benchmark tests to any third parties without OfferUp’s prior written consent.

5. Other Service Terms. Customer agrees to the following by accessing the Service:

a. Terms of Service. OfferUp’s standard Terms of Service are available at Customer agrees to be bound by those Terms of Service and any changes thereto, which govern their general use of the OfferUp marketplace service. In the event of any conflict between these Service Terms and the OfferUp’s standard Terms of Service, these Service Terms will control.

b. Privacy. OfferUp’s Privacy Policy is available at Customer agrees to be bound by the Privacy Policy and any changes made to it and agrees that OfferUp may use and maintain Customer’s data in accordance with that Policy.

6. Communications. By using the Service or sending electronic messages to OfferUp, Customer is communicating with OfferUp electronically. OfferUp may be required by law to provide copies of Customer communications about the Service or third party products or services and will do so in accordance with its Privacy Policy. By registering for an account, sending OfferUp an electronic message, or otherwise communicating with OfferUp, Customer has agreed to communicate with OfferUp electronically, which may include receiving emails from OfferUp or its partners. Customer may withdraw its consent to receive certain marketing messages at any time by sending an opt-out or unsubscribe notice.

7. Account Password and Security. The Service requires Customer to create a verified auto dealer account with OfferUp, and Customer must complete the registration process by providing current, complete, and accurate information as prompted by the applicable registration form. In addition to entering relevant account information, Customer will be asked to choose a password and a username. Customer is solely responsible for maintaining the confidentiality of the password, username, and other account information. Furthermore, Customer is solely responsible for all activities that occur under its account, whether authorized or not. OfferUp will not be liable for any loss or damages that Customer may incur as a result of the use by any party, authorized or otherwise, of Customer’s password or account. Customer shall notify OfferUp immediately of any unauthorized use of the account or any other breach of security.

8. No Unlawful or Prohibited Use. Customer shall not use the Service for any purpose that is unlawful or prohibited by these Service Terms. This prohibition includes, but is not limited to, using the Service in a manner that could damage, disable, overburden, or impair any OfferUp server, or the networks connected to any OfferUp server, or interfere with any other party’s use and enjoyment of any of the Service. Customer shall not attempt to gain unauthorized access to the Service, other accounts, computer systems, or networks connected to OfferUp through hacking, password mining, or any other means. Customer shall not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Service. Customer shall not use the Service to, nor permit any third party to: (a) defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others or publish, post, upload, or distribute any information that would result in the same; (b) download, upload, or otherwise make available materials, software, or information that is not legally Customer’s and without permission of the intellectual property rights owner; or (c) impersonate someone else or falsely represent Customer’s identity or qualification, or to breach another’s privacy.

9. Disclaimer of Warranties and Limitation of Liability. The Service is made available to Customer on an “as is” and “as available” basis, unless otherwise specified in writing. To the fullest extent permissible by applicable law, OfferUp disclaims all warranties express or implied, including the implied warranties of merchantability, noninfringement, and fitness for a particular purpose. The remedies described in this section are Customer’s only remedies for any breach of warranty or any other claim. OfferUp’s total liability arising out of the Service, whether based on warranties, claim of negligence, or otherwise, shall not in any case exceed the cost paid by Customer to access the Service during the twelve-month period preceding the events giving rise to the claim or $300, whichever is less, and OfferUp shall not be liable to Customer or any third party for any incidental, consequential, or special damages, including damages for loss of data, goodwill, use of money, stoppage of work, or any other claim.

10. Links to Third Party Sites or Services. Certain links on the Service may take Customer to third-party websites or services. OfferUp provides these links only as a convenience and the use by OfferUp of such links does not imply any warrant or endorsement of the third party, its products, services, or its sites.

11. Applicable Law, Jurisdiction, Venue. The laws of the state of Washington will govern these Service Terms and use of the Service, without regard to any conflict of laws provisions that would result in the application of the laws of any other forum. In the event of any dispute relating to or arising out of the Service, the OfferUp Technology, or these Service Terms, both Customer and OfferUp agree to personal jurisdiction in, and exclusive venue of, the state and federal courts located in King County, Washington.