This ACV Self-Inspection Application License Agreement (“Agreement”) is between ACV Auctions Inc. (“ACV”) and you, the customer (“you”), and sets forth the terms and conditions regarding your use of ACV’s vehicle self-inspection application (the “App”). By using the App, you agree to and accept the terms and conditions set forth in this Agreement. If you are using the App on behalf of a customer of ACV (“Customer”), you agree you have the right to do so and to bind such Customer to this Agreement. As used herein, “you” shall include such Customer.
1. Use. Subject to the terms and conditions herein and only so long as you are a customer in good standing of ACV with an active ACV platform (“ACV Platform”) account, ACV grants you a non-exclusive, non-transferable, limited, revocable license to download and make use of the App solely to perform self-inspections of vehicles to be listed for sale by you through the ACV Platform (the “Purpose”).
2. Restrictions. You agree to use the App solely for the Purpose, and further agree you will not access or use the App: (a) in violation of any law or regulation; (b) in any manner that (i) is intended to or actually does compromise, break or circumvent any of the technical processes or security measures associated with the ACV Platform, (ii) poses a security vulnerability to customers or users of the ACV Platform, or (iii) tests the vulnerability of ACV’s systems or networks; or (c) to replicate or compete with the ACV Platform, nor will you (A) attempt to reverse engineer or otherwise derive source code, trade secrets, or know-how of the App or ACV Platform; (B) attempt to access or view any data embedded within the ACV Platform, other than the data being made available by ACV directly through the App; (C) sell, rent, lease, sublicense, redistribute, or syndicate access to the App; or (D) otherwise modify, publish, transmit, or create derivative works of the App in whole or in part.
3. Ownership. You acknowledge and agree that the App is owned exclusively by ACV. The App is being licensed and not sold by ACV, and ACV reserves all other rights in the App. The App is protected by copyright, trade secrets and/or other proprietary rights existing now or hereafter developed.
4. Disclaimer of Warranties. THE APP IS BEING PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, ACV EXPRESSLY DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, AS TO THE APP, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.
ACV DOES NOT MAKE ANY REPRESENTATION OR WARRANTY THAT: (a) THE APP WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (b) ANY PARTICULAR RESULTS WILL BE OBTAINED FROM THE USE OF THE APP, OR (c) THE APP IS CURRENT, COMPLETE, ACCURATE, OR RELIABLE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
In no way should the App be considered as conforming to any standards or qualifications prescribed by any private or governmental entity.
5. Limitation of Liability. ACV SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LEGAL FEES, ARISING OUT OF ACCESS OR USE OF THE APP EVEN IF ACV HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL ACV’S MAXIMUM CUMULATIVE LIABILITY UNDER THIS AGREEMENT FOR YOUR USE OR ACCESS OF THE APP EXCEED TWENTY-FIVE DOLLARS ($25).
6. Warranty; Indemnification. You represent and warrant that you are validly entering into this Agreement and have the legal power to do so, including the authority to bind any entity on whose behalf you are signing this document. You agree to indemnify and hold harmless ACV, its subsidiaries, and affiliates from and against any and all claims, damages, costs, or other expenses (including reasonable attorneys’ fees) that arise directly or indirectly from your breach of this Agreement or other unauthorized use of the App.
7. Access. The mechanism provided to you by ACV for access to the App may not be shared with any party. You are liable for any unauthorized use thereof, including any damages resulting therefrom to ACV or any third party. ACV reserves reserve the right through remote or other means to periodically update, monitor, upgrade, change or discontinue the App and you agree to permit such changes and access.
8. Term; Termination. This license commences on the earlier of the date you accept these terms, download the App, or otherwise commence use of the App and continues until terminated. Further, ACV may suspend or terminate your right to access the App at any time with or without notice. Upon notice of any such suspension or termination, you will immediately stop using and cease all attempts to access or use the App.
9. Governing Law. This Agreement shall be governed by the laws of the State of New York, without regard to the conflicts of laws principles thereof. You and ACV also agree and hereby submit to the exclusive personal jurisdiction and venue of the federal and state courts located in Erie County, New York with respect to any matter relating to this Agreement.
10. Entire Agreement. This Agreement constitutes the complete and exclusive agreement between you and ACV regarding the subject matter herein, and supersedes all prior or contemporaneous proposals, agreements or other communications regarding the subject matter herein. ACV reserves the right to change this Agreement at any time in its sole discretion, and such changes will become effective as soon as the updated Agreement is posted in the App or otherwise made available to you; your continued use of the App after an updated Agreement is posted constitutes your acceptance of such changes.
Version 1.0: November 12, 2025
