Terms & Conditions

Introduction

This Terms of Use Agreement and all other legal documents incorporated by reference (collectively, the “Terms” or “Terms of Use”) set forth the binding legal contract between each end user (“User” or “you” or “your”) and CarPay, Inc. (“CarPay,” “we,” “us” or “our”) with respect to access to and use of our Services (defined below) through our mobile application and website at www.carpay.com and any associated software (collectively, the “Site”).

Some of our other sites, applications, products, services and tools (“Other Services”) may have additional terms that we provide to you when you use those Other Services. We are an intermediary entity helping Customers make and Dealers receive payments for vehicles through use of a third-party payment processor. CarPay provides software tools that enable Dealers and Customers to manage payment instructions, communications, and related administrative functions related to vehicle accounts and repayment.

CarPay does not provide vehicles, financing, lending decisions, credit evaluation, credit reporting, or underwriting services. We are not a car dealership and we do not provide vehicles or financing arrangements, and we have no control over the rates quoted to you or the financing terms you agree to, or any issues that may arise in connection with the car buying process or any disputes between any Customers and Dealers.

PLEASE READ CAREFULLY THESE TERMS AND THEIR INCLUDED LINKED INFORMATION.

BY USING THE SITE AND SERVICES, YOU ACKNOWLEDGE AND REPRESENT THAT YOU:

• HAVE READ THESE TERMS,
• UNDERSTAND THEM,
• ACCEPT AND AGREE TO BE BOUND BY THEM,
• ARE AT LEAST 18 YEARS OLD AND ABLE TO FORM LEGALLY BINDING CONTRACTS, AND
• AGREE TO COMPLY WITH ALL LAWS AND REGULATIONS APPLICABLE TO YOU, TO THE USE OF THE SERVICES, THE SITE, AND/OR THE INTERNET.

IF YOU DO NOT AGREE TO THE TERMS HEREIN, WE ARE UNWILLING TO GRANT YOU ACCESS TO THE SITE OR THE SERVICES. IF YOU ARE USING THE SITE ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THAT ENTITY TO THESE TERMS.

I. Definitions

As used herein, the following capitalized terms not otherwise defined in these Terms shall have the meanings set forth as follows:

“Content” means all data, information, text and other materials uploaded, downloaded, appearing on, accessed or transmitted using the Site or Services, whether by us or a User.

“Customer” means an individual who is a borrower or obligor of a Dealer and whose information is stored, processed, or transmitted through the Services, including without limitation individuals who: (i) register for an account with CarPay; (ii) access the Services on a guest or limited basis using authentication methods such as last name and partial identification information; or (iii) do not register for an account but receive communications, payment requests, or payment confirmations through the Services.

“Feedback” means any information you provide to us about the Site or Services, as a comment or evaluation.

“Services” means any and all services, features, tools, software, developer platform functionalities, mobile applications, and functionalities as may be provided by or on behalf of us through the Site from time to time.

“Dealer” means a third-party individual or entity who registers for and uses the Site and Services, including any employees, contractors, agents and representatives of such entity, in order to receive payments from Customers.

“User” means “you,” the user of the Site and Services, whether you are a visitor (“Visitor”) using the Site or Services, a Customer, or a Dealer.

“User Data” means any information relating to Customers or Visitors, including without limitation personal information, device data, communication records, payment-related information, and loan-related information (such as account balances, payment schedules, transaction history, and collateral-related data), whether provided by a User or a Dealer or generated through use of the Services.

For clarity, CarPay may collect, store, and transmit personal information and identification data (including contact information, address, government-issued identification numbers, device data, and payment-related information) at the direction of or on behalf of Dealers for administrative, payment, servicing, identity verification, recordkeeping, fraud prevention, and compliance purposes. CarPay does not use such information to evaluate creditworthiness, obtain credit reports, or make lending decisions.

II. The Services and Tools

A. The Services

CarPay is the developer of the Site and the Services. The Services constitute software tools that facilitate payment instructions routed to independent third-party payment processors, messaging and communication services (including SMS, email, and IVR), automatic payment scheduling, reporting, and other related administrative and servicing functions.

You agree and acknowledge that CarPay does not provide transportation or vehicle services and does not function as a car dealership or manufacturer. The Services are provided solely for your convenience. It is up to you to decide whether you would like to use the Services. Any decision made by you to offer or accept payment through the Site is a decision made in your sole discretion.

The following terms apply to Dealers:

If you are a Dealer, you understand that CarPay does not conduct credit checks or other background checks. You agree that you are solely responsible for confirming that any and all User Data is true, complete, accurate, and current. You agree that CarPay is not liable for any inaccuracies in any User Data. You agree that you will use User Data solely for the purposes of processing payments, administering vehicle-related accounts, servicing, communications with Customers, and related lawful business purposes.

You agree that you will use User Data in accordance, and you are solely responsible for your compliance, with all applicable laws and regulations, including without limitation, the Gramm-Leach-Bliley Act, 15 U.S.C. § 6801 et seq., the Direct Communications Laws (as defined below), the California Consumer Privacy Act, and other applicable privacy laws (“Privacy Laws”) and your privacy policies. Without limiting the foregoing, you agree to (1) maintain and publicly post on your website a privacy policy that complies with the Privacy Laws and (2) agree to give all notices and obtain all consents as may be required under the Privacy Laws in connection with your use of the Services; your collection, use, and disclosure of the User Data; your marketing and other communications with Visitors or Customers via any channel; and CarPay’s collection, use, and disclosure of User Data as contemplated by these Terms and described in CarPay’s Privacy Policy.

Autopay authorization and reliance

If you initiate, configure, or enable automatic or recurring payments (“Autopay”), whether at a Customer’s request or on the Customer’s behalf, you represent and warrant that you have obtained all legally required authorizations from the applicable Customer to debit the designated payment method on the applicable schedule. CarPay relies entirely on Dealer representations regarding such authorization and has no obligation to independently verify consent. Any dispute regarding unauthorized payment activity is solely between the Dealer, the Customer, and the applicable third-party payment processor.

Without limiting your indemnification obligations, you agree to be liable for, and indemnify and hold harmless, the CarPay Indemnitees from and against any and all damages, obligations, losses, liabilities, judgments, fees, fines, costs and expenses (including but not limited to reasonable attorneys’ fees) incurred by the CarPay Indemnitees arising from any claims, demands, or legal actions made against the CarPay Indemnitees resulting from your breach of the foregoing paragraph. The foregoing indemnification obligations shall survive the expiration or termination of these Terms of Use and the termination or discontinuance of your use of the Services.

The following terms apply to Customers:

If you are a Customer, you represent and warrant that any information you provide to us will be true, accurate, complete, and current. You acknowledge and agree that all information you provide to the Services for the purposes of administering your vehicle-related account, making payments, or communicating with a Dealer will be shared by CarPay with the applicable Dealer(s). You further acknowledge and agree that CarPay does not evaluate creditworthiness, obtain credit reports, or make lending determinations. Any credit-related activities are conducted solely by Dealers or their independent third-party providers. You agree to indemnify and hold CarPay harmless for any breach by you of the foregoing paragraph.

B. Payment Terms

CarPay uses a third-party payment processor to process all payments on the Site. In addition to these Terms, payments made through the Site are subject to the terms and conditions of the applicable third-party payment processor and any third-party terms governing the payment method, such as terms of a bank or other financial institution that may charge additional fees.

CarPay does not receive, hold, transmit, or control funds, is not a merchant of record, does not control settlement timing, and does not adjudicate chargebacks or payment disputes. All payment processor agreements are entered into directly between Dealers and the applicable processors and are independent of these Terms.

Payments through the Site with a credit card may be considered a cash advance payment, for which you may be charged interest by your card issuer. Check the terms and conditions governing your payment method for additional information. When you use the Site, you authorize CarPay to confirm that your registered payment method is in good standing with your card issuer or financial institution, which we may confirm by submitting a request for payment authorization and/or a low-dollar credit or debit to your payment method. CarPay is not responsible for any payment processing errors or fees or other Services-related issues that may arise from inaccurate payment method information.

The following terms in this Section II.B. apply to Customers:

When you submit a payment through the Site, you agree to pay the “Total Payment” amount indicated, which CarPay using its third-party payment processor will charge to (or debit from, as applicable) your designated payment method. If a convenience fee is indicated on the payment screen, a convenience fee per transaction which will be added to your checkout amount. Convenience fees may be charged in whole or in part as a separate transaction. By making a payment with a convenience fee, you authorize CarPay to process your card for more than one payment, where applicable, to collect the convenience fee. You also authorize CarPay to credit your payment method in connection with reversals, refunds or adjustments.

Your payment method will be charged for the “Total Payment” amount indicated, immediately upon submitting the transaction through the Site. You will receive a receipt indicating that your payment method has been charged. Once the transaction has settled with your card issuer or financial institution, the third-party processor will send the payment to the Dealer. Please allow up to 5 days for the Dealer to receive your payment. Except to the extent required by law, all payments are non-refundable. CarPay may automatically retry failed payment attempts a limited number of times. CarPay does not assess NSF fees, retry fees, or penalty fees. Any such fees imposed by Dealers or third-party payment processors occur outside the CarPay platform.

Payment Data Security and PCI DSS Responsibility. Notwithstanding any other provision of these Terms, CarPay acknowledges that it is responsible for the security of cardholder data that CarPay stores, processes, or transmits on a Dealer’s behalf, and for those aspects of CarPay’s Services that could impact the security of a Dealer’s cardholder data environment. CarPay maintains compliance with the Payment Card Industry Data Security Standard (PCI DSS) as applicable to the Services it provides, and, upon a Dealer’s reasonable request, will provide its then-current PCI DSS Attestation of Compliance and information describing which PCI DSS requirements are the responsibility of CarPay and which remain the responsibility of the Dealer. CarPay does not store, process, or transmit raw primary account numbers; card data is tokenized at the point of capture by CarPay’s PCI DSS compliant tokenization provider. Responsibility for the security of cardholder data that CarPay does not handle, including data handled under a Dealer’s own merchant-account and payment-processor agreements, remains with the Dealer and its respective service providers.

C. Access to Services and Tools

For so long as you agree to these Terms and abide by them, and unless these Terms or your access to the Site or Services is terminated as provided herein, you may use the Site and Services. These Terms apply to all Users of the Site and/or the Services. Subject to compliance with these Terms, we grant you a limited, non-exclusive, nontransferable, revocable, personal license to download, install and operate any tools, software, scripts, video, data feeds and any other copyrightable content that we may from time to time have specifically identified within the Site as available for download and subject to the terms of the license accompanying such tools (collectively, “Tools”).

As such, you agree that in addition to these Terms, the Tool(s) may be subject to additional licensing terms available to you upon download. You understand that if, upon download of any Tool(s), you are prompted to accept additional terms applicable to such Tool(s) you must review and accept such additional terms before we allow you to proceed with your download. Please read any additional terms carefully.

D. Users

Visitors may browse the Site in accordance with these Terms, but will not have full access to the Services without first becoming a registered Customer or Dealer. In order to use the Services available to a Customer or Dealer, you are required to set up an “Account” directly with CarPay. When you set up an Account, you are required to complete a personal profile, which may include, but is not limited to, information such as your full name, email address, date of birth, physical address, contact phone number, vehicle information, and financial information, such as credit card information and bank account information. You are also required to select a password to access the Services.

CarPay has the sole authority and discretion whether or not to permit you to access the Site as a Customer or Dealer. In order for a Customer to add a Dealer’s account to the Customer’s Account, the Customer must either (i) log in to their Account using the last four digits of their social security number and last name or (ii) add a registration code to their Account. The registration code is provided directly from the Dealer to the Customer, either via email, phone, or in writing. The registration code once added to a Customer’s Account will allow the Customer to view the account and use the Services relating to such account.

CarPay is not responsible for making registration codes available to Customers. You are solely responsible for any and all use of your Account and all activities that occur under or in connection with it. You agree to be responsible for any act or omission of any users accessing the Site or Services under your Account that, if undertaken by you, would be deemed a violation of these Terms. You agree to promptly notify us if you become aware that your Account is being used without authorization.

You agree not to register for an Account on behalf of an individual other than yourself, or register for an Account on behalf of any group or entity unless you are authorized to bind such person, group or entity to these Terms. By registering another person, group or entity you hereby represent that you are authorized to do so. Individuals and/or entities whose access to the Site or use of the Services have previously been terminated by CarPay may not register for a new account, nor may they designate other individuals to use an account on their or your behalf.

Unless otherwise permitted by CarPay in writing, you may only possess one Account. When you register for an Account or otherwise use the Services, you agree to use your real name and that any information you submit about yourself is truthful and accurate. You warrant and represent that all information you provide to us on the Services is true, accurate, current and complete, and you agree to maintain and promptly update such information to keep it true, accurate, current and complete. You agree to keep all payment information up-to-date. If we believe or suspect that such information is untrue, inaccurate, not current or incomplete, we may deny or terminate your access to the Account, Site, or Services.

E. Privacy

In the course of accessing and/or using the Site, the Services and/or the Tools, we may obtain information about you or you may be required to provide certain personal information to us. By using this Site, the Services, and/or the Tools, you acknowledge and represent that you have reviewed our Privacy Policy, which informs you how CarPay may use your personal information, among other matters. The Privacy Policy can be found at the following link: (https://www.carpay.com/privacy).

F. Mobile Services / Applications

If permitted or available through any feature of the Site or Services, you (a) upload Content to the Site or download Content from the Site via a mobile device, (b) receive and reply to messages from the Site, or to access or make posts using text messaging, (c) browse the Site from your mobile device and/or (d) access certain features through a mobile application you have downloaded and installed on your mobile device (collectively the “Mobile Services”), you must have a mobile communications subscription (or have the consent of the subscriber of such mobile device) for the necessary carrier services with a participating carrier or otherwise have access to a mobile communications network. You are responsible for any and all service fees associated with any such mobile access, including all applicable data fees, and for complying with all terms of use imposed by the carrier.

The following terms in this Section II.F. apply to Dealers:

This section concerns compliance with laws including the Telephone Consumer Protection Act of 1991, 47 U.S.C. §§ 227 et seq. and the implementing regulations. You hereby acknowledge that CarPay merely provides a platform for facilitating the sending of your emails, text messages and communications. You are solely responsible for any messages or communications that you initiate through the Services or that are sent on behalf of your dealership.

G. Age Restriction

You affirm that you are at least 18 years of age, and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with these Terms.

H. General Restrictions on Use

When using the Site and Services, you agree not to:

• remove or use any Content in any manner that infringes the copyright, trademark, trade secret, or other intellectual property or proprietary right of others;
• violate any local, state, national or international law or regulation;
• stalk, harass or harm another individual;
• impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity;
• interfere with or disrupt the Site, the Services or servers or networks connected to either, or disobey any requirements, procedures, policies or regulations of networks connected to the Site or the Services.

III. Content and Ownership

A. User Provided Content

From time to time, we may, in our sole discretion, permit you to submit Content to the Site or through the Services. You retain all of your ownership rights in your Content. However, by submitting Content to us, you hereby grant CarPay, without further notice or consent from you, and without the requirement of payment to you or any other person or entity, a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, sublicensable and transferable license to use, copy, reproduce, process, adapt, modify, publish, transmit, distribute, prepare derivative works of, display, and perform the Content in connection with the Services, the Site and CarPay’s (and its successors’ and affiliates’) business.

B. Our Content

Content is provided by CarPay to you “AS IS”. You may access Content for your information and use solely as intended through the provided functionality of the Site and the Services and as permitted under these Terms. You shall not download any Content unless you see a “download,” “stream” or similar button or link displayed by CarPay on the Site or the Services for that Content.

C. Feedback; Unavailability; Access to Diagnose Problems

Your Feedback is welcomed and encouraged. If we solicit your Feedback regarding any areas of our business, the Site or the Services, and if you want to send us your Feedback, you hereby grant CarPay a perpetual, irrevocable, non-exclusive, fully paid and royalty-free license to use your Feedback for any purpose.

D. Ownership of the Site

As between you and us, we and/or our vendors and suppliers, as applicable, retain all right, title and interest in and to the Site, the Services, the Content, and all tools, and all related intellectual property rights. The Site as a whole is copyrighted as a collective work, and individual works or content appearing on or accessible through the Site owned by or licensed to CarPay or its content providers are likewise subject to copyright protection domestically and internationally.

E. Use of Third-Party Offerings

You may be able to access websites, content or services provided by third parties through links that are made available on the Site. If you elect to use such Third-Party Offerings, you understand that (i) you will be leaving our Site and (ii) your use of any such Third-Party Offering will be subject to any terms and conditions required by the applicable third-party provider(s). You understand that we are not the provider of, and are not responsible for, any such Third-Party Offerings and that these Terms do not themselves grant you any rights to access, use, download content from or purchase any Third-Party Offerings.

IV. Termination

These Terms will become effective and binding when you use the Services, or when you voluntarily provide any information about yourself to us.

We reserve the right to terminate these Terms and your access to the Site and the Services at any time without notice. Your rights under these Terms will automatically and immediately terminate if you fail to comply with your promises and obligations stated in these Terms.

V. Disclaimers, Limitation of Liability; Indemnity

A. No Warranties

THE SERVICES, THE SITE, THE TOOLS AND ALL INFORMATION, CONTENT, MATERIALS AND SERVICES RELATED TO THE FOREGOING ARE PROVIDED “AS IS.” TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, CARPAY DISCLAIMS ALL WARRANTIES.

B. Limitation of Liability

USE OF THE SERVICES, THE SITE, TOOLS AND ANY CONTENT IS AT YOUR OWN RISK. IN NO EVENT SHALL CARPAY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, SPECIAL OR OTHER DAMAGES OF ANY TYPE IN CONNECTION WITH OR RELATED TO THESE TERMS.

C. Indemnification

To the fullest extent permitted by applicable law, you agree to indemnify and hold harmless CarPay and its affiliates from and against any claims arising from your use of the Site, Services, Content and/or Tools.

VI. Other Matters

A. Copyright

If you believe your copyright has been violated by Content or Third-Party Offerings accessible on the Site, please contact us by email at support@carpay.com.

B. Assignment

These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by CarPay without restriction.

C. Electronic Communications

The communications between you and us use electronic means. For contractual purposes, you consent to receive communications from us in an electronic form.

D. Modifications to Terms

We may change these Terms from time to time. Any such changes will become effective when posted on the Site.

By using this Site you acknowledge and accept that your information may be used in and be subject to the privacy laws of the United States of America.