RecNation Vehicle Consignment Partnership Agreement – Terms & Conditions
This Vehicle Consignment Partnership Agreement, which includes this Summary and the attached Terms and Conditions (the “Agreement”), is made and entered into as of the date the services form was submitted through RecNation’s Online Platform (the “Effective Date”), by and between RecResale, LLC (“RecNation,” “we,” “us” or “our”), the Consignment Partner (“Partner”, or “Service Provider”), and the vehicle Owner (“Owner”) identified in the submission form.
SECTIONS 16 OF THE TERMS OF SERVICE OF THIS AGREEMENT CONTAIN INDEMNITY AND ARBITRATION PROVISIONS THAT REQUIRE THE SERVICE PROVIDER AND OWNER TO INDEMNIFY AND RELEASE RECNATION FOR CERTAIN LIABILITIES (AS DEFINED IN THE TERMS AND CONDITIONS), WHETHER OR NOT SUCH LIABILITIES WERE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF RECNATION.
The Parties have entered into this Agreement as of the Effective Date. By clicking the appropriate check box on the RecNation Platform, this Agreement and the Terms and Conditions hereto will become a binding contract upon the vehicle Owner and RecResale, LLC. You agree that your electronic signature is the legal equivalent of your manual/handwritten signature on this Agreement. By clicking the appropriate checkbox on the RecNation Platform, RecResale, LLC and the vehicle Owner acknowledge that they has reviewed this Agreement in its entirety and agrees to all of the terms and conditions of this Agreement.
Terms and Conditions
These Terms and Conditions and any related services entered into on the scheduling platform, by email, or by phone are part of the Agreement between Owner and Service Provider and are referred to collectively with the Summary. All capitalized terms used but not defined in these Terms and Conditions have the meanings given to such terms in the Summary.
Overview of Vehicle Consignment Partnership Agreement
- Purpose. Service Provider performs vehicle sales, cleaning, washing, maintenance, repair modification, valet and related services, as further described in this Agreement (the “Services”), for Owners seeking to prepare and facilitate vehicle sales (collectively, the “Vehicle Consignment Partnership Agreement”). Owner desires to participate in the Vehicle Consignment Partnership Agreement pursuant to this Agreement with respect to the Vehicle described in form submission through the RecNation Online Platform.
Terms Relating to Service
- RecNation’s Responsibilities. RecNation makes available a platform or marketplace with related technology for Service Providers, Sellers, and Buyers to meet online and arrange for Vehicle Sales. RecNation is not an owner or operator of the Services Provided. RecNation’s responsibilities are limited to facilitating the availability of the Site, Services, and its platform. RecNation does not act as an agent for any Service Provider or Owner except for the limited purpose of connecting Owners and Buyers to the Service Provider. Users of the Services understand that the Service Provider’s and Owner’s relationship with RecNation are that of an independent individual or entity and not an employee, joint venturer, or partner of RecNation. RecNation has no control over the conduct of Service Providers, Owners, or other users of the Site and Services, and disclaims any and all liability.
- Owner and Service Provider Agreements. YOU UNDERSTAND AND AGREE THAT RECNATION IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN OWNERS AND SERVICE PROVIDERS, AND YOU AGREE NOT TO INVOLVE RECNATION IN ANY DISPUTE BETWEEN OWNERS AND SERVICE PROVIDERS, EXCEPT AS THESE TERMS EXPRESSLY REQUIRE RECNATION TO BE INVOLVED. SIGNED WRITTEN AGREEMENTS ENTERED INTO BETWEEN OWNER AND SERVICE PROVIDERS WILL SUPERSEDE AND TAKE PRECEDENCE OVER CONFLICTING TERMS HEREIN AS IT RELATES SOLELY TO THE RIGHTS AND OBLIGATIONS OWED BY OWNERS TO SERVICE PROVIDERS AND SERVICE PROVIDERS TO OWNERS. ANY AGREEMENT BETWEEN OWNERS AND SERVICE PROVIDERS WILL NOT MODIFY OR IMPACT OWNERS’ AND SERVICE PROVIDERS’ OBLIGATIONS TO RECNATION UNDER THESE TERMS OR RECNATION’S RIGHTS UNDER THESE TERMS.
- Know Your Legal Obligations. YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE TO BECOME FAMILIAR WITH AND ABIDE BY ANY LAW OR OTHER REGULATION THAT RELATES TO THE LISTING AND/OR SALE THE VEHICLE, INCLUDING ANY REQUIREMENT FOR SERVICE PROVIDER TO REGISTER OR OBTAIN A LICENSE OR PERMIT BEFORE LISTING A SPACE (“APPLICABLE LAW”). RECNATION DOES NOT ADVISE ON ISSUES RELATED TO APPLICABLE LAW. IF YOU HAVE ANY QUESTIONS ABOUT HOW APPLICABLE LAWS APPLY, YOU SHOULD ALWAYS SEEK LEGAL ADVICE.
Description of Services.
- Services. Service Provider, or a contracted third party vendor, will perform Services for Owner as set forth in the Work Orders or on Service Provider’s RecNation Platform, and Owner authorizes Service Provider to perform such Services, which may include, but are not limited to the following:
- Vehicle Sale. At Owner’s request the Vehicle will be listed for sale by the Service Provider. The Service Provider will handle all aspects of the sale including, but not limited to, establishing a sales price, taking photos and listing the vehicle, sourcing a buyer, title transfer, receiving and facilitating payment, and more. The Service Provider or it’s independent contractors, service providers or its representatives may operate, move or deliver the Vehicle to Owners or Buyers during the course of performing the Services. Owner authorizes Service Provider to use a tow vehicle to move or deliver the Vehicle to Owners or Buyers. Owner must provide Service Provider with the keys to the Vehicle and all hookups and appropriate equipment to tow the Vehicle and perform the Services.
- Vehicle cleaning, repair and other services. At Owner’s request, the Service Provider may perform vehicle cleaning, washing, maintenance, and other similar services, such as power washing the exterior of the Vehicle, sanitizing and cleaning interior, cleaning bathroom, filling the gas/propane, and checking the tire pressure and oil to prepare the Vehicle for sale.
- Valet and Vehicle delivery. At Owner’s request, Service Provider may deliver the Vehicle to the Vehicle’s Storage Unit or to another location identified by the Owner.
- Vehicle Listing. When the Owner wishes to engage in the Services, the Owner will submit the form through the RecNation Online Platform which will trigger the Service Provider to contact them to schedule the appropriate services via phone or email. On the scheduled date, the Service Provider will meet with the Owner to onboard the Vehicle to the Consignment program.
- Storage and Operation of Vehicle. The Vehicle Owner will continue to store their Vehicle on RecNation’s premises in accordance with Owner’s then-current storage agreement with Service Provider or one of its affiliates with respect to the Vehicle (the “Storage Agreement”). Service Provider’s personnel, independent contractors, service providers and representatives may operate, move, or deliver the Vehicle to the Vehicle’s Storage Unit or to another location identified by the Owner during the performance of the Services. For the avoidance of doubt, this may be a location off of the premises operated by the Service Provider. Owner authorizes Service Provider to use a tow vehicle to move or deliver the Vehicle to Owners or Buyers.
- Personnel, Subcontractors, Etc. Service Provider may engage personnel, independent contractors, service providers and its representatives to provide any of the Services at Service Provider’s sole discretion. The contractors or representatives hired to complete the job may perform the services on behalf of the Service Provider at any time.
Owner’s Responsibilities.
- Payments
- Fees Charged by Service Provider. Service Provider will charge and collect from Owners specified sales commission, cleaning fees, repair/maintenance fees, taxes, etc.. to facilitate the sales process.
Term and Termination.
- Term. The “Initial Term” of this Agreement begins on the Effective Date and ends on the one-year anniversary of the Effective Date. Unless earlier terminated in accordance with this Section, and unless either Party provides the other Party with written notice of non-renewal at least 30 days prior to the expiration of the Initial Term or the then current Renewal Term (as defined below), this Agreement shall automatically renew for successive one-year renewal terms (each a “Renewal Term”, and together with the Initial Term, the “Term”).
- Owner Termination. Owner may, for any reason and at any time, terminate this Agreement by providing written notification to Service Provider at least 30 days prior to the date of termination.
- RecNation Suspension or Termination. RecNation may, for any reason and at any time, terminate this Agreement by providing written notification to Owner at least 60 days prior to the date of termination. In addition, RecNation may, in its sole discretion and without liability to either Party, with or without cause, for any reason or no reason at all, and upon written notice, suspend or terminate Owner’s participation in the Consignment Partnership Agreement; or modify or discontinue, temporarily or permanently, any portion of the Services.
- Authority and Eligibility. Owner represents, warrants and covenants that:
- Authority and Capacity. Owner is the legal registered owner of the Vehicle and has the full right and legal authority and capacity to execute, enter into, and fully perform this Agreement in accordance with its terms.
- No Conflict. By entering into this Agreement, Owner will not be in violation of the terms, covenants, or conditions of any agreements between it and any third parties, including but not limited to lenders claiming a security interest in the Vehicle or insurance carriers providing insurance coverage for the Vehicle, regarding, among other things, the reason for the purchase of the Vehicle or its intended use.
- Compliance with Laws. The Vehicle is currently, and will remain, in compliance with the requirements of all applicable laws and governmental regulations. The Vehicle has never been used for purposes that violate any federal, state, or local law or ordinance. No modifications have been made to the Vehicle that would make it illegal to operate in the 48 contiguous states. Owner has obtained and will maintain in full force and effect all required permits, licenses, or permissions with respect to the Vehicle and will be fully responsible for paying any fines, penalties, or other costs of noncompliance with any applicable law or governmental regulation.
- Warranty, Warranty Pass-Through, Indemnification and Limitation of Liability.
- Warranty and Disclaimer. RecNation provides no warranty for the Services it provides directly or indirectly. The warranty of any accessories, parts, equipment, or third-party services provided will be determined by the Service Provider which RecNation has no part in.
INDEMNIFICATION.
- You agree to release, defend, indemnify, and hold RecNation, RRVS Holdings LLC, RecRepair LLC, and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with:
- your access to or use of the Site, Services, or Collective Content or your violation or breach of these Terms;
- your Owner or Service Provider Content;
- any injury occurring to any person or property as a result of the use the Services provided by the Provider;
- your interaction with any Service Provider
- your listing or sale of your Vehicle,
- any dispute between you and another user of the Site or Services; and
- any infringement or misappropriation of a third party’s rights.
- LIMITATION OF LIABILITY. IN NO EVENT WILL ANY INDEMNIFIED PARTY BE LIABLE FOR ANY LOST PROFITS OR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM (A) THE SERVICES, (B) THIS AGREEMENT, OR (C) ANY BREACH OF THIS AGREEMENT BY OWNER OR A THIRD PARTY. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM BREACH OF CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, TORT, NEGLIGENCE, OR ANY OTHER CAUSE OF ACTION, TO THE MAXIMUM EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. IF OWNER IS DISSATISFIED WITH THE SERVICES, DOES NOT AGREE WITH ANY PART OF THIS AGREEMENT, OR HAS ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST SERVICE PROVIDER, ANY THIRD-PARTY PROVIDER OR ANY OWNER WITH RESPECT TO THIS AGREEMENT OR THE SERVICES, THEN OWNER’S SOLE AND EXCLUSIVE REMEDY AGAINST SERVICE PROVIDER, EXCEPT FOR THE REMEDIES SET FORTH IN SECTION 7.1, IS TO TERMINATE THIS AGREEMENT AND DISCONTINUE USING THE SERVICES. IN ALL EVENTS, SERVICE PROVIDER’S LIABILITY, AND THE LIABILITY OF ANY INDEMNIFIED PARTY, TO OWNER OR ANY THIRD PARTY IN ANY CIRCUMSTANCE ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THE VEHICLE CONSIGNMENT PARTNERSHIP AGREEMENT IS LIMITED TO THE AMOUNT OF FEES OWNER PAID TO SERVICE PROVIDER IN THE 12 MONTHS IMMEDIATELY PRIOR TO THE ACTION GIVING RISE TO LIABILITY.
Miscellaneous.
- Entire Agreement. This Agreement constitutes the entire agreement of the Parties with respect to its subject matter and supersedes all prior or contemporaneous understandings or agreements, whether written or oral.
- Parties’ Relationship. The relationship between the Parties to this Agreement is that of independent contractors. No partnership, franchise, joint venture, or other relationship is created or intended to be created. Owner has no authority to obligate or bind RecNation without RecNation’s express written permission.
- Promotion and Marketing. RecNation and/or the Service Provider may take photographs of the interior and exterior of the Vehicle and use such photographs to promote, and market its Services, including creating and placing photographs in marketing material and advertisements. RecNation and/or the Service Provider may also, with express permission from Owner, take photographs of the Owner for such promotion and marketing purposes.
- Notices. All notices shall be in writing and shall be delivered (a) personally (effective upon delivery), (b) by email (with confirmation of receipt), or (c) by registered or certified mail, return receipt requested (effective upon receipt as indicated in such return receipt), in each case to the address set forth in the Summary. A Party may change its notice address by giving the other Party notice of such change in accordance with this Section.
- Governing Law; Venue. This Agreement shall be interpreted and enforced according to the laws of the State of Texas without application of its conflicts or choice of law rules. Subject to the following paragraph related to dispute resolution, both parties irrevocably submit to the jurisdiction of the state or federal courts located in Dallas County, Texas, for any action or proceeding regarding this Agreement, and both parties waive any right to object to the jurisdiction, forum or venue of the state court located in such court.
- Dispute Resolution. If a dispute arises out of, or related to, this Agreement, or due to a breach or alleged breach thereof, and if said dispute cannot be resolved through discreet good faith discussions, the Parties agree to first endeavor to settle the dispute in an amicable manner by mediation administered by the American Arbitration Association under its Commercial Mediation Rules, before resorting to arbitration. Thereafter, any unresolved controversy or claim arising out of, or relating to, this Agreement, or breach or alleged breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. All fees and expenses of the mediation and/or arbitration shall be borne by the Parties equally; provided, however, that each Party shall bear the expense of its own counsel.
- Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law and the remaining provisions shall remain in full force and effect.
- Waiver. No waiver under this Agreement is effective unless it is in writing, identified as a waiver to this Agreement and signed by an authorized representative of the Party waiving its right. The following do not constitute waiver: (a) any failure or delay in exercising any right, remedy, power, or privilege or in enforcing any condition under this Agreement; or (b) any act, omission or course of dealing between the Parties.
- Assignment; Successors and Assigns. Owner may not assign this Agreement or any right or interest herein, in whole or in part, without RecNation’s prior written consent. This Agreement will be fully binding upon and inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns. Nothing contained in this Agreement shall give, or is intended to give, any rights to any third party.
- Amendment. RecNation reserves the right to modify this Agreement at any time in accordance with this provision. If RecNation makes changes to this Agreement, RecNation will provide Owner with notice of the modifications by email at least 30 days before the date they become effective. If Owner disagrees with the revised Agreement, Owner may terminate this Agreement pursuant to Section 5. If Owner does not provide notice of termination before the date the modifications become effective, Owner’s continued access to or use of the Services will constitute acceptance of the revised Agreement.
- Execution and Delivery. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. In addition to any other lawful means of execution or delivery, this Agreement may be executed by electronic signatures and delivered by means of electronic transmission.
RecResale, LLC – Vehicle Consignment Partnership Agreement Version 1.01