Terms of Use

Last Modified: May 1, 2024

Section 1. Acceptance of the Terms of Use

These terms of use are entered into by and between You and Switchcars, Inc., an Ohio corporation (“Company,” “we,” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (together, “Terms of Use”), govern your access to and use of https://www.switchcars.com/, including any content, functionality, and services offered on or through https://www.switchcars.com/ (the “Website”), whether as a guest or a registered user.

Please read the Terms of Use carefully before you start to use the Website. By using the Website, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at https://switchcars.com/privacy-policy, incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not
access or use the Website.

This Website is offered and available to users who are 18 years of age or older. By using this Website, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.

Section 2. Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Website thereafter. However, any changes to the dispute resolution provisions set out in Section 23 will not apply to any disputes for which the parties have actual notice before the date the change is posted on the Website.

Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

Section 3. Accessing the Website and Account Security

We reserve the right to withdraw or amend this Website, and any service or Material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.

You are responsible for both:

• Making all arrangements necessary for you to have access to the Website.
• Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.

To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete. You agree that all information you provide to register with this Website or otherwise, including, but not limited to, through the use of any interactive features on the Website, is governed by our Privacy Policy, located at: https://switchcars.com/privacy-policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

Section 4. Role of Switchcars

a. Switchcars as a Venue for Buyers and Third Party Sellers

Other than as described in Section 4(b) and Section 5 of these Terms of Use, you acknowledge and agree that Company provides a venue for third party sellers (each, a “Third Party Seller”) and third party buyers (each, a “Third Party Buyer”) of vehicles to conduct transactions (each, a “Third Party Transaction”) through Switchcars and the Website. Except in its capacity as a buyer or seller under Section 4(b) and Section 5 (each, a “Switchcars Transaction”), Company is not involved in, and shall have no liability with respect to, Third Party Transactions. Company is not the agent of, and has no authority for any Third Party Seller or Third Party Buyer involved in Third Party Transactions for any purpose. WITH RESPECT TO THIRD PARTY TRANSACTIONS, COMPANY HAS NO CONTROL OVER, AND THEREFORE IT DISCLAIMS ANY RESPONSIBILITY AND LIABILITY FOR, THE QUALITY, SAFETY, LEGALITY, OR DESCRIPTION OF THE ITEMS ADVERTISED OR SOLD BY THIRD PARTY SELLERS THOUGH THE WEBSITE.

COMPANY DISCLAIMS ANY RESPONSIBILITY AND LIABILITY AS TO ANY THIRD PARTY SELLER LISTING, INCLUDING WHETHER THE LISTING IS ACCURATE, COMPLETE, MISLEADING, OR DECEPTIVE. Further, Company has no control over the ability of Third Party Sellers to actually sell the items listed, or the ability of Third Party Buyers to actually by the Third Party Seller’s items and does not guarantee to any Third Party Buyer or Third Party Seller that they will receive payment for, or shipment of, any item related to the Third Party Transaction. Third Party Sellers and Third Party Buyers involved in Third Party Transactions each acknowledge and agree that Company has no obligation to assure the performance of any obligation of any party to a Third Party Transaction. Parties to a Third Party Transaction are required to comply with these Terms of Use and all applicable federal, state, local, and foreign laws, rules, and regulations.

b. Switchcars as Buyer or Seller

By engaging in a Switchcars Transaction, Company may participate in a transaction as either a buyer or a seller. Where Company is engaging in a Switchcars Transaction, it will be governed by the terms and conditions described in Section 5 below.

a. Sales and Use Taxes

You understand and agree that it is the responsibility of Third Party Buyers and Third Party Sellers to determine whether any taxes, including, but not limited to, sales, use, or luxury taxes, apply to any Third Party Transactions, and to collect, report, and remit the correct tax to the appropriate taxing authority. You also understand and agree that Company is not obligated to determine whether taxes apply to any Third Party Transaction and is not responsible for collecting, reporting, or remitting any taxes arising from any Third Party Transaction.

Section 5. Vehicle Sales, Purchases and Consignment

b. Selling a Vehicle to Switchcars Through the Website

If you are interested in selling a vehicle to Company through the Website, you understand that you will be required to agree to Company’s purchase terms and conditions, which will be disclosed to you in the dealmaking process.

c. Purchasing a Vehicle from Switchcars Through the Website

If you are interested in purchasing a vehicle from Company through the Website, you understand that you will be required to agree to Company’s vehicle sale agreement, which will be disclosed to you in the dealmaking process.

d. Consigning a Vehicle Through the Website

If you are interested in consigning a vehicle through the Website, you understand that you will be required to agree to Company’s consignment agreement, which will be disclosed to you in the dealmaking process.

Section 6. Intellectual Property Rights

The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) (collectively, the “Materials”) are owned by the Company, its licensors, or other providers of the Materials and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Website for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the Material on our Website, except as
follows:

• Your computer may temporarily store copies of the Materials in RAM incidental to your accessing and viewing those Materials.
• You may store files that are automatically cached by your Web browser for display enhancement purposes.
• You may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
• If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non- commercial use, provided you agree to be bound by our end user license agreement for any applications.
• If we provide the provide certain content through social media, you may take any actions as are enabled by the social media features. As of the Last Modified date, the Company has the following social media accounts:
  • https://www.instagram.com/switchcars/
  • https://www.tiktok.com/@switchcarsdoug
  • https://www.youtube.com/@switchcars
  • https://www.facebook.com/SwitchcarsInc

You must not:

• Modify copies of any Materials from this site.
• Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
• Delete or alter any copyright, trademark, or other proprietary rights notices from copies of Materials from this site.

You must not access or use for any commercial purposes any part of the Website or any services or Materials available through the Website.

If you wish to make any use of Material on the Website other than that set out in this section, please submit your request at: https://switchcars.com/about/contact/

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will stop immediately and you must, at our option, return or destroy any copies of the Materials you have made. No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

Section 7. Trademarks

The Company name, the Company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use these marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.

Section 8. Prohibited Uses

You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website:

• In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
• For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
• To send, knowingly receive, upload, download, use, or re-use any Material that does not comply with the Content Standards set out below in these Terms of Use.
• To transmit, or procure the sending of, any advertising or promotional Material without our prior written consent, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
• To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
• To engage in conduct that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable to any person.
• To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website, or expose them to liability.

Additionally, you agree not to:

• Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Website, including their ability to engage in real time activities through the Website.
• Use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the Material on the Website.
• Use any manual process to monitor or copy any of the Material on the Website, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.
• Use any device, software, or routine that interferes with the proper working of the Website.
• Introduce any viruses, Trojan horses, worms, logic bombs, or other Material that is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website.
• Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Website.

Section 9. User Contributions

The Website may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, third party blogs, and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, “post”) content or Materials (collectively, “User Contributions”) on or through the Website.

All User Contributions must comply with the Content Standards set out in these Terms of Use.

Any User Contribution you post to the site will be considered non-confidential and non- proprietary. By providing any User Contribution on the Website, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any Materials for any purpose.

You represent and warrant that:

• You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
• All of your User Contributions do and will comply with these Terms of Use.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for the content, including its legality, reliability, accuracy, and appropriateness.

We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Website.

Section 10. Monitoring and Enforcement; Termination

We have the right to:

• Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
• Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that any User Contribution violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or the public, or could create liability for the Company.
• Disclose your identity or other information about you to any third party who claims that Material posted by you violates their rights, including their intellectual property rights or their right to privacy.
• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website.
• Terminate or suspend your access to all or part of the Website for any or no reason, including without limitation, any violation of these Terms of Use.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any Materials on or through the Website. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER THE FOREGOING PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we cannot review all Material before it is posted on the Website and cannot ensure prompt removal of objectionable Material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Section 11. Content Standards

These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations.

Without limiting the foregoing, User Contributions must not:

• Contain any Material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
• Promote sexually explicit or pornographic Material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
• Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
• Violate the legal rights (including the rights of publicity and privacy) of others or contain any Material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy, https://switchcars.com/privacy-policy.
• Be likely to deceive any person.
• Promote any illegal activity, or advocate, promote, or assist any unlawful act.
• Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
• Impersonate any person or misrepresent your identity or affiliation with any person or organization.
• Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
• Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

Section 12. Copyright Infringement

If you believe that any User Contributions violate your copyright, please contact us for instructions on sending us a notice of copyright infringement by contacting us at https://switchcars.com/about/contact/. It is the policy of the Company to terminate repeat infringers’ access to our Website.

Section 13. Reliance on Information Posted

The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this
information. Any reliance you place on Website information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on any Materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

This Website may include content provided by third parties, including Materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these Materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those Materials. These Materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any Materials provided by any third parties.

Section 14. Changes to the Website

We may update the content on this Website from time to time, but its content is not necessarily complete or up to date. Any of the Material on the Website may be out of date at any given time, and we are under no obligation to update the Material.

Section 15. Information About You and Your Visits to the Website

All information we collect on this Website is subject to our Privacy Policy, https://switchcars.com/privacy-policy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Section 16. Linking to the Website and Social Media Features

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.

This Website may provide certain social media features that enable you to:

• Link from your own or certain third-party websites to certain content on this Website.
• Send emails or other communications with certain content, or links to certain content, on this Website.
• Cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us, solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:

• Establish a link from any website that is not owned by you. Cause the Website or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking. Link to any part of the Website other than the homepage.
• Otherwise take any action with respect to the Materials on this Website that is inconsistent with any other provision of these Terms of Use.

The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms of Use.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice. We may disable all or any social media features and any links at any time without notice in our discretion.

Section 17. Links from the Website

If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Section 18. Geographic Restrictions

The owner of the Website is based in the State of Ohio in the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Section 19. Affiliate Disclosure

The Website may contain links to affiliate websites, and we receive an affiliate commission for any purchases made by you on the affiliate website using such links.

Section 20. Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE, INCLUDING ANY LINKS TO OTHER WEBSITES OR CONTENT BELONGING TO OR ORIGINATING FROM THIRD PARTIES OR LINKS TO WEBSITES OR FEATURES IN BANNERS OR OTHER ADVERTISING, IS AT YOUR
OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER
HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

The Website cannot and does not contain professional services advice. The professional services information is provided for general informational and educational purposes only and is not a substitute for professional advice. Accordingly, before taking any actions based upon such information, we encourage you to consult with the appropriate professionals. We do not provide any kind of professional services advice. THE USE OR RELIANCE OF ANY INFORMATION CONTAINED ON THIS WEBSITE IS SOLELY AT YOUR OWN RISK. COMPANY IS NOT, AND WILL NOT BE DEEMED TO BE, INVOLVED IN ANY THIRD PARTY TRANSACTIONS BETWEEN THIRD PARTY BUYERS AND THIRD PARTY
SELLERS. IF A DISPUTE ARISES BETWEEN THE PARTIES TO ANY THIRD PARTY TRANSACTION, EACH PARTY TO THE TRANSACTION, IN CONSIDERATION FOR THEIR USE OF THIS SITE, UNCONDITIONALLY RELEASES COMPANY (AND ITS AFFILIATED COMPANIES AND OUR AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS AND CONTRACTORS) FROM ANY AND ALL CLAIMS, DEMANDS, DAMAGES, COSTS AND EXPENSES (INCLUDING BOTH ACTUAL AND CONSEQUENTIAL DAMAGES) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY SUCH DISPUTES.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE
EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Section 21. Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE 1542, WHICH STATES “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

The limitation of liability set out above does not apply to liability resulting from our gross negligence or willful misconduct.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Section 22. Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Website, including, but not limited to, your User Contributions, any use of the Website's content, services, and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Website.

Section 23. Governing Law and Jurisdiction

All matters relating to the Website and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Ohio without giving effect to any choice or conflict of law provision, rule, or principle (whether of the State of Ohio or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of Ohio, in each case located in the City of Cleveland and County of Cuyahoga County, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Section 24. Alternative Dispute Resolution

• Negotiation.
  • In the event of any dispute, controversy, or claim arising out of or related to there Terms of Use, excluding (i) matters that can be brought in a small claims court, and (ii) breach of the intellectual property rights and obligations in Section 6 and Section 7, but including any other alleged violation of any federal, state, or local statute, regulation, common law, or public policy, whether sounding in contract, tort, or statute (the “Dispute”), the Parties agree that they will, within five (5) business days following receipt of a written notice of a Dispute, engage in real-time interactive negotiations via teleconference, video conference, or face-to- face negotiations in an attempt to resolve the Dispute.
• Mediation
  • If the Parties fail to resolve the Dispute by negotiation within the five (5) business day period pursuant to Section 24(a), the Parties shall choose a mutually agreeable third-party neutral to mediate the Dispute between the Parties. Mediation shall be non-binding and confidential. The Parties shall refrain from court action and/or arbitration proceedings with respect to any Dispute during the mediation process insofar as they can do so without prejudicing their legal rights. The Parties shall participate in good faith in accordance with the recommendations of the mediator and shall follow the procedures for mediation as suggested by the mediator. All expenses of mediation, except for expenses of the individual Parties, shall be shared equally by the Parties. Each Party shall be represented in the mediation by a person with authority to settle the Dispute.
• Arbitration.
  • If the Parties are unable to resolve the Dispute within forty-five (45) days of initiating mediation pursuant to Section 24(b), or, if mediation is not initiated, within forty-five (45) days after the expiration of the five (5) day negotiation period in Section 24(a), each Party agrees to submit any and all Disputes to the American Arbitration Association (“AAA”) for binding arbitration. The Parties shall hold the arbitration in Cleveland, Ohio, USA before a single arbitrator in accordance with the AAA Commercial Rules of dispute resolution, which are available here: https://adr.org/rules. Any arbitral award determination shall be final and binding upon the Parties. Judgment on the arbitrator’s award may be entered in any court of competent jurisdiction. THE ARBITRATION SHALL PROCEED ONLY ON AN INDIVIDUAL BASIS. THE PARTIES WAIVE ALL RIGHTS TO HAVE THEIR DISPUTES HEARD OR DECIDED BY A JURY OR IN A COURT TRIAL AND THE RIGHT TO PURSUE ANY CLASS OR COLLECTIVE CLAIMS AGAINST EACH OTHER IN COURT, ARBITRATION, OR ANY OTHER PROCEEDING. Each Party shall only submit their individual claims against the other and will not seek to represent the interest of any other person. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other Party to an arbitration between the Parties.

Section 25. Attorneys’ Fees

If any action, suit, or other legal, administrative, or arbitral proceeding is instituted or commenced by either Party against the other Party arising out of or related to this Agreement, the substantially prevailing Party shall be entitled to recover its reasonable attorneys’ fees and court costs from the non-prevailing Party.

Section 26. Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Section 27. Waiver and Severability

No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Section 28. Entire Agreement

The Terms of Use, our Privacy Policy, Privacy Policy for California Residents constitute the sole and entire agreement between you and Company regarding the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website.

Section 29. Your Comments and Concerns

This website is operated by Switchcars, Inc., having its principal place of business at 1521 Highland Rd., Twinsburg, OH 44087. All notices of copyright infringement claims, and all other feedback, comments, requests for technical support, and other communications relating to the Website, should be sent to us via https://switchcars.com/about/contact/.