Terms of Service

Posted & Effective: December 5th, 2016

Thanks for using ACV Auctions!  These terms of service (“Terms”) cover use and access to the services, client software, and websites (“Services”) provided by ACV Auctions Inc.  Our Privacy Policy explains how information is collected and used while our Acceptable Use Policy outlines user and the employing dealership responsibilities when using our Services.  By using our Services, users agree to be bound by these Terms, and to review our Privacy Policy and Acceptable Use Policy policies.

Users who do not accept any part of these Terms are not permitted to use ACV Services.

Eligible Participants

ACV Auctions is a dealer to dealer marketplace.  Only representatives of licensed dealerships are eligible to participate.  A state issued dealer’s license and federal tax idea are among the documents a dealership will need to present to become active on the system.

Dealerships are wholly responsible for any representatives they allow to participate on the system on their behalf.  ACV is not responsible for unauthorized purchases or sales from ineligible participants if they were granted access by the principal account holder.

Listing a Vehicle

When a selling dealership (“Seller”) wishes to list a vehicle using ACV’s Services, the Seller is required to populate predefined fields and provide photographs of the vehicle.  It is the responsibility of the Selling party to create an accurate and honest Condition Report for the auction vehicle, disclosing any and all historical and present, known or observed issues.   The Condition Report must include images of the vehicle, VIN and odometer, taken at the time of appraisal.  Sellers must disclose any announcements applicable to the listed vehicle.

Auction Process

Upon qualifying confirmation of the condition report, listing, and announcements, the auction for the listed vehicle opens.

  • Accepting the highest bid­.  If Seller accept the highest bid, Seller agree to the Sales Policy for the listed vehicle.
  • Declining the highest bid­.  If Seller declines the highest bid, no sale is made.  Seller may re-list the vehicle.  ACV at any time may impose a limit to the frequency or total rerun or units.
  • Proposing a counter-offer.  When Sellers propose a counter-offer, Seller provides High Bidder with a price within a negotiation window.  High Bidder can Accept the Counter, end the negotiation and Decline the counter, or continue the negotiation by Countering at a lower price.  If either party agrees to a Counter, both parties agree to the Sales Policy for the listed vehicle.  If High Bidder declines the counter-offer, Seller can still accept the original high bid offer.
  • All uncompleted auctions will automatically terminate at 11:00pm Eastern.

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Purchasing a Vehicle

For a dealership to purchase a vehicle (“Buyer”), they do so by bidding (“Bidder”) on an auction.  Bids placed are binding and subject to the Purchase Policy.  By placing a bid, Bidders agree and authorize the transaction of a vehicle.  If Bidder receive a counter-offer from Seller, Bidder can accept or decline the counter-offer.  If Bidder declines the counter-offer, Bidders original high bid is still a valid bid until the auction closes.

Arbitration

All auctions are marked as either:

Red Light – “As-is” and “Where-is” unless otherwise stated

Or

Green Light – Conditioning a vehicle with an expanded set of rights

Please refer to the ACV Arbitration Policy for details.  ACV acts as an arbitrator regarding Green Light auctions and title and other paperwork issues.

Bidders can request an adjust the purchase price or cancel a transaction in the following situations:

  • The odometer mileage of the vehicle at pickup is more than 100 miles of the odometer mileage in the condition report.
  • The seller failed to make an announcement and the announcement can be proven by the title or supporting documents.
  • A clean title is not presented to ACV within the guaranteed time frame indicated within the auction.

Buyers should not pick up vehicles until ACV acknowledges they have a clean title.  By waiting for the title to arrive, ACV can interject and help paperwork issues to be resolved before vehicle transportation expenses have been incurred.  If paperwork issues cannot be resolved and Buyer wishes to return the vehicle, Buyer is responsible to return the vehicle at Buyer’s expense.  We have the right to retract payments made to Seller to reimburse Buyer when necessary.  A payment will be initiated from Buyer’s associated account after a successful auction.  ACV will provide Buyer with a bill of sale via email.  The bill of sale will have the sale date, vehicle information, buyer and seller information, and shipping instructions for the title.

Providing Feedback

As a buyer or seller, ACV encourages Users to provide feedback that will be associated with transacting party.  ACV Auctions may investigate reps with poor feedback.  ACV will make the final determination regarding any rep’s access to the Services.

User Rights and Permissions

ACV has the right to use user generated information, content, photographs and vehicle data for the limited use to promote and carry out Services.

Users and their representative dealerships grant ACV a limited license to utilize non confidential information for the general purpose of promoting and providing Services to our users, and this license extends to trusted third parties we work with.  Users agree that this permission is royalty free, irrevocable and worldwide for so long as User Information is held by ACV.

User Responsibilities

Users are responsible for their conduct, content and must comply with our Acceptable Use Policy.  Content in the Services may be protected by others’ intellectual property rights.  Please don’t copy, upload, download, or share content unless you have the right to do so.

We may review your conduct and content for compliance with these Terms and our Acceptable Use Policy.  With that said, we have no obligation to do so.  We only facilitate transactions.  We aren’t responsible for the behavior of buyers and sellers using the Service.  Please safeguard your password to the Services, make sure that others don’t have access to it, and keep your account information current.

Software

Some of our Services allow Users to download client software (“Software”) which may update automatically.  By comply with these Terms, ACV grants Users a limited, nonexclusive, nontransferable, revocable license to use the Software, solely to access the Services.  To the extent any component of the Software may be offered under an open source license, we’ll make that license available to Users and the provisions of that license may expressly override some of these Terms.  Unless the following restrictions are prohibited by law, Users agree not to reverse engineer or decompile the Services, attempt to do so, or assist anyone in doing so.

ACV Protection

The Services are protected by copyright, trademark, and other US and foreign laws.  These Terms do nog grant Users any right, title or interest in the Services, others’ content in the Services, ACV Auctions trademarks, logos and other brand features.  ACV welcomes feedback, but note that we may use comments or suggestions without any obligation to the user.

Paid Accounts.  No Refunds.  User may cancel their ACV Auctions account at any time.

Downgrades.  Users account will remain in effect until it’s cancelled or terminated under these Terms.  If a User does not make prompt payment, ACV reserves the right to suspend or reduce User access and features.

Changes.  At any time, ACV may change fee structures, provided advance notice of these changes via a message to the email address associated with the User’s account.

ACV Auctions for Representatives of State Licensed Dealerships

Users must use our Services in compliance with their employing dealership’s terms and policies.  Please note that representative accounts are subject to the control and discretionary management of the dealership’s principal administrator.  A dealership administrator may be able to access, disclose, restrict, or remove information in or from a dealership account.  They may also be able to restrict or terminate access to a dealership account.  Administrators may prevent specific Users from later disassociating an account from the dealership account.

Termination

Users are free to stop using our Services at any time.  We also reserve the right to suspend or end the Services at any time at our discretion and without notice.  For example, we may suspend or terminate a user’s access and use of the Services if they are not complying with these Terms, or use the Services in a manner that would cause us legal liability, disrupt the Services or disrupt others’ use of the Services.  ACV reserves the right to terminate and delete account.

Services “AS IS”

We strive to provide great Services, but there are certain things that we can’t guarantee.  To the fullest extent permitted by law, acv auctions and its affiliates, suppliers and distributors make no warranties, either express or implied, about the services.  The services are provided “as is.” We also disclaim any warranties of merchantability, fitness for a particular purpose and non-infringement. Applicable where allowed by state law.

Limitation of Liability

To the fullest extent permitted by law, in no event will acv auctions, its affiliates, suppliers or distributors be liable for (a) any indirect, special, incidental, punitive, exemplary or consequential damages or any loss of use, data, business, or profits, regardless of legal theory, whether or not acv auctions has been warned of the possibility of such damages, and even if a remedy fails of its essential purpose; (b) you acknowledge and agree that acv auctions is not liable for the defamatory, offensive and illegal conduct of other users or third parties and that the risk of injury from the foregoing rests entirely with you; (c) aggregate liability for all claims relating to the services more than the greater of $20 or the amounts paid by you to acv auctions for the past 12 months of the services in question. Limitations applicable where allowed by state law.

Indemnity

Each user agrees at their own expense to defend, indemnify, and hold ACV Auctions, its officers, directors, employees and agents harmless from and against any loss, damage, liability, demand, lawsuit, debt, charge, action, penalty, interest, claim, cost, tax or expense whatsoever, including without limitation any and all out-of-pocket costs and actual legal and accounting fees, indemnities, duties, accounts, bonds, covenants, claims over, claims for contribution or indemnity, warranties, either at law or in equity, which ACV Auctions may incur, suffer or be required to pay as a result of or relating to, arising out of, or in connection with (a) your use of the Services; (b) your violation of the Terms; (c) your violation of any third party right, including, but not limited to, any intellectual property right, right of attribution, association, integrity, publicity, confidentiality, property or privacy right; or (d) any claim that User information, or your use the property of others, may have caused or did cause damage to a third party, including, but not limited to, claims that User information, or your use of the property of others, infringe the rights of others or caused damages to others.

You also agree to indemnify ACV Auctions for reasonable legal and accounting fees, costs, and expenses incurred in enforcing the rights of ACV Auctions against You under these Terms.

Resolving Disputes

Before filing a claim against ACV Auctions, you agree to try to resolve the dispute informally by contacting ACV Auctions by mail.  We’ll try to resolve the dispute informally by contacting you via email.  If a dispute is not resolved within 45 days of submission, you or ACV Auctions may bring a formal proceeding.

We Both Agree To Arbitrate.  You and ACV Auctions agree to resolve any claims relating to these Terms or the Services through final and binding arbitration, except as set forth under Exceptions to Agreement to Arbitrate below.

Arbitration Procedures.  The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes.  The arbitration will be held in the United States county where you live or work, Buffalo (NY), or any other location we agree to.

Arbitration Fees and Incentives.  The AAA rules will govern payment of all arbitration fees.  ACV Auctions may seek its attorneys’ fees and costs in arbitration, especially if the arbitrator determines that your claim is frivolous.

No Class Actions.  You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action.  Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren’t allowed.  In the event that the agreement to arbitrate is found not to apply to you or your claim, you and ACV Auctions agree that any judicial proceeding will be brought in the federal or state courts of Erie County, NY.  Both you and ACV Auctions consent to venue and personal jurisdiction there.

Controlling Law

These Terms will be governed by New York law except for its conflicts of laws principles.  You represent that you have sufficient authority and all right and full power to agree to Terms and to perform your respective obligations under these Terms on behalf of yourself or on behalf of the organization for whom you are acting, as the case may be.

Entire Agreement

These Terms constitute the entire agreement between you and ACV Auctions with respect to the subject matter of these Terms, and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms.  These Terms create no third party beneficiary rights.

Waiver, Severability & Assignment

ACV Auctions’ failure to enforce a provision is not a waiver of its right to do so later.  If a provision is found unenforceable, the remaining provisions of the Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible.  You may not assign any of your rights under these Terms, and any such attempt will be void.  ACV Auctions may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.

Modifications

We may revise these Terms from time to time, and will always post the most current version on our website.  If a revision meaningfully reduces your rights, we will notify you (by, for example, sending a message to the email address associated with your account, and posting on our blog or on this page).  By continuing to use or access the Services after the revisions come into effect, you agree to be bound by the revised Terms.

ACH Authorization

Your dealership hereby authorizes ACV Auctions, Inc. from time to time to make withdrawals from and deposits to the account of Company identified below established at the depository financial institution named below (“Depository”), as well as any other account later established by Company at Depository as a replacement therefor (“ACH Account”). For all intents and purposes, Depository is deemed a depository financial institution and is authorized to initiate, process, and accept these withdrawals from and/or deposits to the ACH Account by use of electronic or other non-paper based means and may use one or more automated clearing house to effectuate such credit and debit entries. The purpose of these withdrawals and/or deposits is strictly limited to effect payment of financial obligations between ACV Auctions, Inc. and your dealership as directed by ACV Auctions, Inc. in accordance with agreements otherwise executed between ACV Auctions, Inc. and your dealership.

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