TERMS AND CONDITIONS OF SALE

PLEASE READ THESE TERMS AND CONDITIONS OF SALE CAREFULLY, INCLUDING, WITHOUT LIMITATION, THE BINDING ARBITRATION PROVISIONS IN SECTION 5

1. ENTIRE AGREEMENT. These Terms and Conditions of Sale and your online order form (collectively, this “Agreement”) contains the entire agreement between you (“you” or “Customer”) and National Auto Inspections, LLC (d/b/a CARCHEX) (“CARCHEX” or “Company”) with respect to your purchase of any goods and/or services from CARCHEX’S website. In the event of a conflict between these Terms and Conditions of Sale and your online order form, these Terms and Conditions of Sale shall control. If you are purchasing a vehicle inspection, the CARCHEX Disclaimer is deemed to be a part of, and is incorporated by reference into, these Terms and Conditions of Sale. This Agreement supersedes all prior or contemporaneous communications, promises and proposals, whether oral, written or electronic, between you and CARCHEX with respect to your purchase of any goods and/or services from CARCHEX’S website. This Agreement constitutes a “Separate Agreement” as that term is defined in CARCHEX’S “Terms of Use.”

2. REPRESENTATION AND WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH ON YOUR ONLINE ORDER FORM, ANY GOODS AND/OR SERVICES PROVIDED TO YOU PURSUANT TO THIS AGREEMENT ARE PROVIDED “AS IS”, WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND TO YOU OR ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTIES (I) OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (II) OF INFORMATIONAL CONTENT OR ACCURACY; (III) OF NON-INFRINGEMENT; (IV) OF QUIET ENJOYMENT; OR (V) OF TITLE. IN THE EVENT YOUR JURISDICTION DOES NOT ALLOW OR LIMITS THE EXCLUSION OF WARRANTIES, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

3. LIMITATION OF REMEDY. CUSTOMER AGREES THAT THE AGGREGATE LIABILITY OF CARCHEX AND ITS STOCKHOLDERS, MEMBERS, PARTNERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, ASSIGNS AND CONTENT AND SERVICE PROVIDERS (INDIVIDUALLY, A “CARCHEX INDEMNIFIED PARTY” AND COLLECTIVELY, THE “CARCHEX INDEMNIFIED PARTIES”) TO CUSTOMER FOR ANY ACTION, DAMAGE, CLAIM, LIABILITY, COST, EXPENSE OR LOSS IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING, IF APPLICABLE, IN CONNECTION WITH ANY INSPECTION OF ANY VEHICLE BY CARCHEX OR ANY OF ITS AGENTS) SHALL BE LIMITED TO (I.E., MAY NOT BE MORE THAN, BUT CAN BE LESS THAN) THE FEES PAID BY CUSTOMER TO CARCHEX PURSUANT TO THIS AGREEMENT. IN NO EVENT SHALL ANY CARCHEX INDEMNIFIED PARTY BE LIABLE TO CUSTOMER FOR ANY LOSS OF PROFITS, LOSS OF USE, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNATIVE DAMAGES OF ANY KIND WHATSOEVER IN CONNECTION WITH OR RELATED TO THIS AGREEMENT, EVEN IF A CARCHEX INDEMNIFIED PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND/OR WAS NEGLIGENT. THE PROVISIONS OF THIS SECTION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, DAMAGE, CLAIM, LIABILITY, COST, EXPENSE OR LOSS, WHETHER IN CONTRACT, STATUTE, TORT OR OTHERWISE. IN JURISDICTIONS THAT PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY, LIABILITY HEREUNDER IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

4. INDEMNITY. Customer agrees to indemnify, defend and hold harmless each CARCHEX Indemnified Party from and against (and will pay upon demand each CARCHEX Indemnified Party the amount of) any and all claims, losses, liabilities, suits, costs (including costs of investigation and defense), damages and expenses (including attorneys’ fees) made, suffered or incurred by any such CARCHEX Indemnified Party that results from, arises out of, relates to or is caused by (a) any breach by Customer of any covenant or other agreement of Customer contained in this Agreement; (b) any breach of any representation or warranty made by Customer in this Agreement; and/or (c) any third-party claim, including claims of CARCHEX inspectors, brought against CARCHEX as a result of Customer’s actions. In connection with any suit, action or proceeding that may give rise to an obligation of Customer to indemnify a CARCHEX Indemnified Party, CARCHEX shall have the exclusive right, at its option, to defend, compromise and/or settle the suit, action or proceeding, and the Customer shall be bound by the determination of any suit, action or proceeding so defended or any compromise or settlement so effected. The remedies provided in this section are not exclusive of and do not limit any other remedies that may be available to any CARCHEX Indemnified Party.

5. DISPUTE RESOLUTION (ARBITRATION CLAUSE).

5.1. ARBITRATION. You and CARCHEX each agree to submit to binding arbitration in the event of a dispute, controversy or claim (each, a “Claim”) arising out of or in connection with this Agreement, or your or CARCHEX’s rights and obligations under this Agreement. The arbitration will be held in Maryland before one arbitrator on an individual basis and not as a class action. You expressly waive any right you may have to arbitrate a dispute as a class action. You also expressly waive your right to a jury trial. You may select one of the following arbitration organizations and its applicable rules: the National Arbitration Forum, Box 50191, Minneapolis, MN 55405-0191 (www.arb-forum.com), or JAMS, Two Embarcadero Center Suite 1100 San Francisco, CA 94111 (www.jamsadr.com). If you fail to select an arbitration organization within 30 days after notice from CARCHEX, CARCHEX may select the organization. You may obtain a copy of the rules of each organization by contacting the organization. In the event that any Claim cannot be submitted to binding arbitration pursuant to the rules of any such organization, such event shall not affect the enforceability of this clause so long as the Claim may be submitted to binding arbitration with the other organization. You and CARCHEX shall agree on one arbitrator to conduct the arbitration and the arbitrator shall be selected pursuant to the applicable rules. Each party shall be responsible for its own attorney, expert and other fees, unless such fees are awarded by the arbitrator to the prevailing party.

5.2. ARBITRATION FINAL. The arbitrator's award is final and binding on all parties. The Federal Arbitration Act (9 U.S.C. §1 et seq.), and not any state law concerning arbitration, governs all arbitration under this clause. Any court having jurisdiction may enter judgment on the arbitrator's award. If any part of this clause, other than waivers of class action rights, is deemed or found to be unenforceable for any reason, the remainder shall remain enforceable. Notwithstanding anything to the contrary contained herein, if the waiver of class action rights contained herein is not enforceable as to any person or persons, the provisions of Section 7 of this Agreement shall apply to such person or persons only, and all other persons shall continue to be governed by the Arbitration Clause.

5.3. NO CLASS ACTION. This Agreement provides that all Claims will be resolved by binding arbitration and not in court or by jury trial. BECAUSE THE ARBITRATION WILL BE ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ACTION, YOU WILL NOT HAVE THE RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST CARCHEX INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. WITHOUT LIMITATION, THIS MEANS THAT YOU WILL NOT HAVE THE RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION AS SET FORTH IN ANY STATE STATUTE.

6. CALIFORNIA WAIVER. If you are a California resident, to the extent permitted by California law, you waive California Civil Code Section 1542, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor” as well as any other unknown claims under California Civil Code Section 1542 or any statute or common law principle of similar effect.

7. JURISDICTION AND VENUE. TO THE EXTENT A CLAIM IS NOT GOVERNED BY THE ARBITRATION CLAUSE, EXCLUSIVE JURISDICTION FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR YOUR OR CARCHEX’S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT SHALL BE THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MARYLAND - NORTHERN DIVISION, LOCATED IN BALTIMORE COUNTY, MARYLAND OR, IF FEDERAL JURISDICTION IS NOT AVAILABLE, IN THE APPROPRIATE COURT OF THE STATE OF MARYLAND THAT IS LOCATED IN BALTIMORE COUNTY, MARYLAND; PROVIDED, HOWEVER, THAT IN THE EVENT CARCHEX IS SUED OR JOINED BY ANOTHER PERSON OR ENTITY IN ANY OTHER COURT OR IN ANY OTHER FORUM IN RESPECT OF ANY MATTER WHICH MAY GIVE RISE TO A CLAIM BY CARCHEX HEREUNDER, YOU CONSENT TO THE JURISDICTION OF SUCH COURT OR FORUM OVER ANY CLAIM WHICH MAY BE ASSERTED BY CARCHEX THEREIN. YOU IRREVOCABLY CONSENT TO THE EXERCISE OF PERSONAL JURISDICTION BY SUCH COURTS IN ANY SUCH ACTION. IN ADDITION, AND NOTWITHSTANDING THE FOREGOING, YOU IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION THAT YOU MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. FINAL JUDGMENT IN ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON YOU AND MAY BE ENFORCED IN ANY COURT IN WHICH YOU ARE SUBJECT TO JURISDICTION BY A SUIT UPON SUCH JUDGMENT.

8. WAIVER OF TRIAL BY JURY. TO THE EXTENT A CLAIM IS NOT GOVERNED BY THE ARBITRATION CLAUSE, CARCHEX AND YOU EACH HEREBY WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY COURT AND IN ANY SUIT, ACTION OR PROCEEDING, WHETHER IN TORT, CONTRACT OR OTHERWISE, IN WHICH ANY SUCH PARTY IS A PARTY, AS TO ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR OR THE COMPANY’S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT.

9. FORCE MAJEURE. In the event CARCHEX or any other party that is to provide goods and/or services to Customer pursuant to or in connection with this Agreement shall be delayed or hindered in, or prevented from, the performance of any act required of it by reason of failure of power, telecommunications or connectivity failure, computer malfunctions, restrictive governmental laws or regulations, a labor dispute, industry disturbance, fire, unusually severe weather conditions, riot, insurrection, war, act of terrorism, act of God or any circumstance or cause beyond the control of such party in the reasonable conduct of its business (each such cause or event being hereinafter referred to as a “Force Majeure”), then performance of such acts will be excused for the period of the delay and the period for performance of any such act shall be extended for a period equivalent to the period of such delay.

10. CARCHEX OPPORTUNITY TO CURE. Prior to taking any action against CARCHEX or any other party that is to provide goods and/or services to Customer pursuant to or in connection with this Agreement as a result of a breach by such party of its obligations under this Agreement, Customer shall provide CARCHEX with written notice of the breach and CARCHEX or such other party shall have thirty days to cure such breach.

11. TAXES. The price to Customer set forth on CARCHEX’S website does not include sales, use, excise or any other tax or assessment that may be levied by any governmental authority. CARCHEX may add any such sales, use, excise or other tax or assessment to the amounts to be paid by Customer pursuant to this Agreement. In addition, upon demand, Customer agrees to pay to CARCHEX any sales, use, excise or any other tax or assessment levied by any governmental authority with respect to any of the products or services sold to Client pursuant to this Agreement

12. SURVIVAL. The provisions of this Agreement that by their nature are reasonably intended to survive the Agreement’s termination, including, but not limited to, sections 3, 4, 5, 11, 12 and 14 of this Agreement, shall survive the termination of this Agreement. In addition, any of Customer’s obligations under any provision of this Agreement which have accrued but have not been fully satisfied, performed or complied with prior to the termination of this Agreement shall survive the termination of this Agreement to the extent necessary for the full and complete performance of such provisions.

13. NOTICES. All notices, requests, consents, demands or other communications that may be or are required to be given under this Agreement shall be in writing and shall be deemed duly given and received (a) upon personal delivery to the party to whom it is directed; (b) seven days after being sent by certified or registered mail return receipt requested, to the party to whom it is directed, postage and charges pre-paid; (c) one business day after being sent by express overnight delivery by a national carrier to the party to whom it is directed; (d) upon being transmitted by facsimile to the party to whom it is directed so long as the sender retains the confirmation copy indicating that the facsimile was received by the party to whom its is directed; or (e) upon actual receipt if sent by electronic mail or any other electronic means (electronic mail or any other electronic means shall constitute a writing for purposes of this Agreement). All notices, requests, consents, demands and other communications (i) to Customer shall be addressed at the addresses set forth in the CARCHEX Inspection Order Form and (ii) to CARCHEX, shall be addressed to info@carchex.com or the address set forth in the “contact us” section of CARCHEX.COM.

14. MISCELLANEOUS.

14.1 Severability. Except as otherwise expressly provided by this Agreement, if any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed and enforced as so limited.

14.2 Waiver of Contractual Right. The failure of CARCHEX to enforce any provision of this Agreement shall not be construed as a waiver or limitation of CARCHEX’s right to subsequently enforce and compel strict compliance with that provision or any other provision of this Agreement.

14.3 Parties in Interest. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties to this Agreement and their respective successors, heirs, legatees, personal representatives and permitted assigns. No assignment, delegation or other conveyance of this Agreement or of any rights or obligations hereunder may be made by Customer (by operation of law or otherwise) without the prior written consent of CARCHEX. CARCHEX may assign its rights and obligations under this Agreement to any other party.

14.4 Headings. The headings and other captions in this Agreement are for convenience and reference only and shall not be used in interpreting, construing or enforcing any of the provisions of this Agreement. Common nouns and pronouns will be deemed to refer to the masculine, feminine, neuter, singular, and plural, as the context may require.

14.5 Printed Terms of Use Admissible. A printed version of this Agreement and of any notice given in electronic form shall be admissible in any proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

14.6 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland, excluding any law or conflicts of law principle that would apply the law of another jurisdiction. NOTWITHSTANDING THE FOREGOING, THE PARTIES EXPRESSLY OPT OUT OF THE MARYLAND UNIFORM COMPUTER TRANSACTIONS ACT (“MUCITA”) AS PERMITTED BY SECTION 22-104 OF MUCITA.