1. READ THIS

This Terms of Use Agreement (“Agreement”) is made by and between Turn 60, LLC, an Ohio limited liability corporation, with offices at 250 East 5th Street, 15th Floor, Cincinnati, Ohio 45202(“Turn 60”) and you (“you,” “your,” or “User”). This Agreement contains the terms and conditions that govern your use of this Web Site.
BY CLICKING THE “I AGREE” BUTTON OR BY ACCESSING, VISITING, BROWSING, USING, OR ATTEMPTING TO INTERACT WITH ANY PART OF THIS WEB SITE, OR OTHER TURN 60 SOFTWARE, SERVICES, WEB SITES OR ANY OF TURN 60’S LICENSEES SERVICES OR SOFTWARE (COLLECTIVELY “SERVICES”), YOU AGREE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT ACCESS OR USE ANY PART OF THIS WEB SITE.
TURN 60 RESERVES THE RIGHT, FROM TIME TO TIME, WITH OR WITHOUT NOTICE TO YOU, TO MAKE CHANGES TO THIS AGREEMENT IN TURN 60’S SOLE DISCRETION. CONTINUED USE OF ANY PART OF THIS WEB SITE CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGES. THE MOST CURRENT VERSION OF THIS AGREEMENT, WHICH SUPERSEDES ALL PREVIOUS VERSIONS, CAN BE REVIEWED BY CLICKING ON THE “TERMS OF USE” HYPER-LINK LOCATED AT THE BOTTOM OF EVERY PAGE ON THE TURN 60 WEB SITE.

2. ACCESS TO THIS SITE

To access this site 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 this site that all the information you provide on this site will be correct, current, and complete. If Turn 60 believes the information you provide is not correct, current, or complete, Turn 60 has the right to refuse you access to this site or any of its resources, and to terminate or suspend your access at any time.

3. RESTRICTIONS ON USE

You may use this site for purposes expressly permitted by this site. As a condition of your use of Turn 60’s Web site(s), you warrant to Turn 60 that you will not use the Web site(s) for any purpose that is unlawful or prohibited by these terms, conditions, and notices. For example, you may not (and may not authorize any party to) (i) co-brand this site, or (ii) frame this site, or (iii) hyper-link to this site, without the express prior written permission of an authorized representative of [Turn 60]. For purposes of these Terms of Use, “co-branding” means to display a name, logo, trademark, or other means of attribution or identification of any party in such a manner as is reasonably likely to give a user the impression that such other party has the right to display, publish, or distribute this site or content accessible within this site. You agree to cooperate with Turn 60 in causing any unauthorized co-branding, framing, or hyperlinking immediately to cease. In addition, you may not use Turn 60’s Web site(s) in any manner which could disable, overburden, damage, or impair the Web site(s) or interfere with any other party’s use and enjoyment of the Web site(s). You may not obtain or attempt to obtain any materials, content, or information through any means not intentionally made available or provided for through the Web site(s).

4. COMMERCIAL USE LIMITATION

Turn 60’s Web site(s) are for your commercial, non-personal use, unless otherwise specified. You may not use this site for any other purpose, without Turn 60’s express prior written consent. You may not modify, copy, distribute, display, send, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, content, software, products, or services obtained from or otherwise connected to Turn 60’s Web sites.

5. PROPRIETARY INFORMATION

The material and content accessible from this site, and any other Web site owned, operated, licensed, or otherwise controlled by Turn 60 (the “Content”) is the proprietary information of Turn 60 or the party that provided or licensed the Content to Turn 60, whereby such providing party retains all right, title, and interest in the Content. Accordingly, the Content may not be copied, distributed, republished, uploaded, posted, or transmitted in any way without the prior written consent of Turn 60. You may not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on any of the Content. Modification or use of the Content except as expressly provided in these Terms of Use violates Turn 60’s intellectual property rights. Neither title nor intellectual property rights are transferred to you by access to this site.

6. HYPER-LINKS

This site may be hyper-linked to other sites which are not maintained by, or related to, Turn 60. Hyperlinks to such sites are provided as a service to users and are not sponsored by or affiliated with this site or Turn 60. Turn 60 has not reviewed any or all of such sites and is not responsible for the content of those sites. Turn 60 is not responsible for webcasting or any other form of transmission received from any hyper-linked site. Hyper-links are to be accessed at the user’s own risk and Turn 60 makes no representations or warranties about the content, completeness, or accuracy of these hyper-links or the sites hyper-linked to this site. Turn 60 provides hyper-links as a convenience, and the inclusion of any hyper-link to a third-party site does not necessarily imply endorsement by Turn 60 of that site or any association with its operators.

7. USE OF COMMUNICATION SERVICES

Turn 60’s Web sites may contain forums, bulletin board services, chat areas, message boards, news groups, communities, commercial web pages, calendars, and/or other message or communication facilities designed to allow you to communicate with the Internet community or with a group (collectively, “Communications Services”). You agree to use the Communication Services only to post, send and receive messages and content that are proper and related to the particular Communication Service.
Among other actions, when using a Communication Service, you agree that you will not post, send, submit, publish, or transmit in connection with this site any material that:

1. you do not have the right to post, including proprietary material of any third party, such as files containing software or other material protected by intellectual property laws (or by rights of privacy or publicity);
2. advocates illegal activity or discusses an intent to commit an illegal act;
3. is vulgar, obscene, pornographic, or indecent;
4. does not pertain directly to this site;
5. threatens or abuses others, libels, defames, invades privacy, stalks, is obscene, pornographic, racist, abusive, harassing, threatening, or offensive;
6. seeks to exploit or harm children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;
7. harvests or otherwise collects information about others, including e-mail addresses, without their consent;
8. violates any law or may be considered to violate any law;
9. impersonates or misrepresents your connection to any other entity or person or otherwise manipulates headers or identifiers to disguise the origin of the content;
10. falsifies or deletes any author attributions, legal or other proper notices, or proprietary designations or labels of the origin or source of software or other material contained in a file that is permissibly uploaded;
11. solicits funds, advertisers, or sponsors;
12. includes programs that contain viruses, worms, and/or Trojan horses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications;
13. disrupts the normal flow of dialogue, causes a screen to scroll faster than other users are able to type, or otherwise acts in a way which affects the ability of other people to engage in real-time activities via this site;
14. includes MP3 format files;
15. amounts to a “pyramid” or other like scheme, including contests, chain letters, and surveys;
16. disobeys any policy or regulations including any code of conduct or other guidelines, established from time to time regarding use of this site or any networks connected to this site;
17. contains hyper-links to other sites that contain content that falls within the descriptions set forth above.

Turn 60 reserves the right to monitor use of this site to determine compliance with these Terms of Use, as well as the right to remove or refuse any information for any reason. Turn 60 reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever. Turn 60 also reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process, or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in its sole discretion. Materials uploaded to a Communication Service may be subject to posted limits on use, reproduction, and/or dissemination and you are responsible for abiding by such limitations with respect to your submissions, including any downloaded materials.

Notwithstanding these rights, you remain solely responsible for the content of your submissions. You acknowledge and agree that neither Turn 60 nor any third party that provides Content to Turn 60 will assume or have any liability for any action or inaction by Turn 60 or such third party with respect to any submission. Turn 60 cautions you against giving out any proprietary, or confidential information in any Communication Service. Turn 60 does not control or endorse the content, messages, or information found in any Communication Service and, consequently, Turn 60 specifically disclaims any liability with respect to the Communication Services and any actions resulting from your participation in any Communication Service. Managers and hosts are not authorized Turn 60 spokespersons, and their views do not necessarily reflect those of Turn 60.

8. SUBMISSIONS

You hereby grant to Turn 60 the royalty-free, perpetual, irrevocable, worldwide, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display all content, remarks, suggestions, ideas, graphics, or other information communicated to Turn 60 through this site (together, the “Submissions”), and to incorporate any Submission in other works in any form, media, or technology now known or later developed. Turn 60 will not be required to treat any Submission as confidential, and may use any Submission in its business (including without limitation, for products or advertising) without incurring any liability for royalties or any other consideration of any kind, and will not incur any liability as a result of any similarities that may appear in future Turn 60 operations. Turn 60 will treat any information that you submit through this site in accordance with its Privacy Policy [

9. DISCLAIMER

You understand that Turn 60 cannot and does not guarantee or warrant that files available for downloading from the Internet will be free of viruses, worms, Trojan horses, or other code that may manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to this site for any reconstruction of any lost data. Turn 60 does not assume any responsibility or risk for your use of the Internet. The Content is not necessarily complete and up-to-date and should not be used to replace any written reports, statements, or notices provided by Turn 60.
YOUR USE OF THIS SITE IS AT YOUR OWN RISK. THE CONTENT IS PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. TURN 60 DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. TURN 60 DOES NOT WARRANT THAT THE FUNCTIONS OR CONTENT CONTAINED IN THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TURN 60 DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE, OR THE RESULT OF USE, OF THE CONTENT IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE. THE CONTENT MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, AND TURN 60 MAY MAKE CHANGES OR IMPROVEMENTS AT ANY TIME. YOU, AND NOT TURN 60, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION IN THE EVENT OF ANY LOSS OR DAMAGE ARISING FROM THE USE OF THIS SITE OR ITS CONTENT. TURN 60 MAKES NO WARRANTIES THAT YOUR USE OF THE CONTENT WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH CONTENT.
All of the information in this site, whether historical in nature or forward-looking, speaks only as of the date the information is posted on this site, and Turn 60 does not undertake any obligation to update such information after it is posted or to remove such information from this site if it is not, or is no longer accurate or complete.

10. LIMITATION ON LIABILITY

TURN 60, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS WILL NOT BE LIABLE FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING LOSS OF REVENUE OR INCOME, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR SIMILAR DAMAGES, EVEN IF TURN 60 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE COLLECTIVE LIABILITY OF TURN 60 AND ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE GREATER OF $100 OR THE AMOUNT YOU HAVE PAID TO TURN 60 FOR THE APPLICABLE CONTENT OR SERVICE OUT OF WHICH LIABILITY AROSE.

11. TERMINATION OR RESTRICTION OF ACCESS

Turn 60 reserves the right, in its sole discretion, to terminate your access to any or all of Turn 60’s Web sites and the related services or any portion thereof at any time, without notice.

12. INDEMNITY

You will indemnify and hold Turn 60, its subsidiaries, affiliates, licensors, content providers, service providers, employees, agents, officers, directors, and contractors (the “Indemnified Parties”) harmless from any breach of these Terms of Use by you, including any use of Content other than as expressly authorized in these Terms of Use. You agree that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and you agree to indemnify any and all resulting loss, damages, judgments, awards, costs, expenses, and attorney’s fees of the Indemnified Parties in connection therewith. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of the information accessed from this site.

13. TRADEMARKS AND COPYRIGHTS

Trademarks, service marks, logos, and copyrighted works appearing in this site are the property of Turn 60 or the party that provided the trademarks, services marks, logos, and copyrighted works to Turn 60. Turn 60 and any party that provided trademarks, service marks, logos, and copyrighted works to Turn 60 retain all rights with respect to any of their respective trademarks, service marks, logos, and copyrighted works appearing in this site.
All contents of Turn 60’s Web sites are: Copyright © March 1, 2020, Turn 60 ,250 East 5th Street, 15th Floor, Cincinnati, Ohio 45202, United States of America. All rights reserved.

14. COPYRIGHT INFRINGEMENT

If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Turn 60’s copyright agent the written information specified below. Please note that this procedure is exclusively for notifying Turn 60 and its affiliates that your copyrighted material has been infringed.

• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
• A description of the copyrighted work that you claim has been infringed upon;
• A description of where the material that you claim is infringing is located on the site, including the auction ID number, if applicable;
• Your address, telephone number, and e-mail address;
• A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
• A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Turn 60’s contact for notice of claims of copyright infringement on its site can be reached as follows:
Joseph Collins
Turn 60
250 East 5th Street, 15th Floor
Cincinnati, Ohio 45202
Phone: (937) 641 1272
e-mail: [email protected]

15. SECURITY

Any passwords used for this site are for specific company use only. You will be responsible for the security of your password (if any). Turn 60 will be entitled to monitor your password and, at its discretion, require you to change it. If you use a password that Turn 60 considers insecure Turn 60 will be entitled to require the password to be changed and/or terminate your account.
You are prohibited from using any services or facilities provided in connection with this site to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools, or network probing tools) is strictly prohibited. If you become involved in any violation of system security Turn 60 reserves the right to release your details to system administrators at other sites in order to assist them in resolving security incidents. Turn 60 reserves the right to investigate suspected violations of these Terms of Use.

Turn 60 reserves the right to fully cooperate with any law enforcement authorities or court order requesting or direction Turn 60 to disclose the identity of anyone posting any e-mail messages, or publishing or otherwise making available any materials that are believed to violate these Terms of Use. BY ACCEPTING THIS AGREEMENT YOU WAIVE AND HOLD HARMLESS TURN 60 FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY TURN 60 DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER TURN 60 OR LAW ENFORCEMENT AUTHORITIES.

16. MISCELLANEOUS

1. Choice of Law.
   These Terms of Use will be governed and interpreted pursuant to the laws of Ohio, United States of America, notwithstanding any principles of conflicts of law. You specifically consent to jurisdiction in Ohio in connection with any dispute between you and Turn 60 arising out of these Terms of Use or pertaining to the subject matter hereof. The parties to these Terms of Use each agree that the exclusive venue for any dispute between the parties arising out of these Terms of Use will be in the state and federal courts in Dayton, Ohio.
2. Severability.
   If any part of these Terms of Use is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions.
3. No Joint Venture.
   You agree that no joint venture, partnership, employment, or agency relationship exists between you and Turn 60 as a result of this agreement or use of Turn 60’s Web sites.
4. Entire Agreement.
   These Terms of Use constitute the entire agreement among the parties relating to this subject matter and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written between the user and Turn 60 with respect to Turn 60’s Web sites.
5. Admissibility.
   A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
6. Additional Terms.
   Notwithstanding the foregoing, any additional terms and conditions on this site will govern the items to which they pertain.
   Turn 60 may revise these Terms of Use at any time by updating this posting.

SUBSCRIPTION AGREEMENT – TURN60.COM

This is a binding legal agreement between you, your business, and your representatives
(collectively, “you,” “your” or “Member”) and Turn 60, LLC (“Turn 60,” “we” or “our”). This
Subscription Agreement (“Agreement”) covers your use and access to the subscription auction
services available from Turn 60 through its website, Turn60.com (the “Site”), through which you
may sell and purchase vehicles to and from third parties (the “Services”) through a pre-paid
subscription (the “Subscription”). A Member can mean the party selling a vehicle (the “Seller”),
the party buying a vehicle (the “Buyer”), anyone who bids on a vehicle, or anyone using the
Services through a Subscription. This Agreement and any amendments to it will be effective as
of the date specified herein or in the amended terms of the Agreement. By clicking on the “I
Agree” button or using or accessing the Services, you agree to be bound by this Agreement,
Turn 60’s Terms of Use for the Site located at https://www.turn60.com/terms/, and Turn
60’s Privacy Policy located at https://www.turn60.com/privacypolicy.

1. ELIGIBLITY FOR SUBSCRIPTION

Turn 60 provides a business-to-business online marketplace through a pre-paid Subscription.
Only representatives of licensed dealerships are eligible to participate. By using the Services,
you represent and warrant that you are a licensed dealer of motor vehicles and are legally eligible
to purchase or sell wholesale vehicles for resale. A state issued dealer’s license, applicable
resale certificate(s), and federal tax identification are among the documents and information a
dealership will need to provide to utilize the Services. Subscription is limited to a licensed
dealer’s physical dealership location. If you have more than one physical dealership location,
you must obtain a separate Subscription for each dealership location.

2. REGISTRATION

To be eligible to access the Services and purchase a Subscription, you must complete Turn 60’s
online registration process. Upon receipt and approval of your registration documents and
receipt of payment for the selected period, whether monthly, quarterly, or annually, you and your
designated authorized representatives (“Authorized Representatives”) will be issued unique
names and passwords to access the Services through your Subscription. You are liable and
responsible for all actions, omissions, and any failures to act of your Authorized Representatives
in connection with your Authorized Representatives’ use of the Services. You represent and
warrant that all information that you provide to Turn 60 is accurate and complete and that you
will notify us in writing of any changes to the information provided. You hereby authorize Turn
60 to share the information you provide to us (including, without limitation, financial
information) with Turn 60’s partners and affiliates solely to the extent such information is
needed to provide the Services. You agree not to give anyone access to the Services other than
your Authorized Representatives. Further, you represent and warrant to Turn 60 that: (a) you
and your Authorized Representatives are in compliance with and shall comply with all laws and
regulations that apply to your business; and (b) you and your Authorized Representatives have
secured and will maintain all permits, licenses and governmental approvals required to operate
your business including, without limitation, as required to access and participate in the Services.
We reserve the right to temporarily or permanently suspend your Subscription, your access rights

to the Services, and/or the access rights to the Services of any of your Authorized
Representatives at any time in our sole and absolute discretion.

3. PERMITTED USE

You agree that you will use the Services solely for your internal business purposes and will not:
(i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise
commercially exploit or make the Services available to any third party, other than to your
Authorized Representatives or as otherwise contemplated by this Agreement; (ii) send spam or
otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) send or store
infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including
material that violates third party privacy rights; (iv) send or store malicious code or viruses; (v)
interfere with or disrupt the integrity or performance of the Services or the data contained
therein; or (vi) attempt to gain unauthorized access to the Services or its related systems or
networks. You further agree that you will not (i) modify, copy or create derivative works based
on the Services; (ii) frame or mirror any content forming part of the Services; (iii) reverse
engineer or decompile the Services; (iv) access the Services in order to (A) build a competitive
product or service, or (B) copy any ideas, features, functions or graphics of the Services; or (v)
permit or authorize any third party to do any of the above at your direction or on your behalf.

4. ACCESS TO SUBSCRIPTION SERVICES

Turn 60 provides auction services through its Web site through which you may sell and purchase
vehicles to and from third parties through a pre-paid subscription. In order to obtain a
subscription, you must have an approved account, provide a payment method, pay a subscription
fee, and agree to Turn 60’s Subscription Agreement. While you may access the Web site
generally, Turn 60 is under not obligation to provide you with a subscription to access its auction
services and you have no right to access its auction services. This Agreement applies to your use
of the subscription auction services.

5. TURN 60’s ROLE

Turn 60 provides services to facilitate the sale of vehicles between Buyers and Sellers. Turn 60
does not take title to the vehicles listed for sale through the Services. Turn 60 does not facilitate
the transport or delivery of the vehicles sold and purchased through the Services. Turn 60 does
not process nor facilitate payments for vehicles sold and purchased through the Services. Turn
60 is neither the Buyer nor the Seller of the vehicles listed for sale. As a commercial party, you
should research the condition and value of the vehicle and the terms of sale before bidding. Turn
60 is not a party to the vehicle sale contract. You agree that any legal claims arising out of a
transaction will be between you and the other party (either Buyer or Seller) in the transaction and
not against Turn 60, any Turn 60 partner or affiliates, or any of Turn 60’s directors, officers,
employees, agents, and members. Buyer and Seller are responsible for making arrangements
between themselves for the payment for and transportation and deliver of vehicles sold and
purchased through the Services.

6. LISTING, BIDDING, AND PURCHASE OF VEHICLES

A Seller starts a sale by creating a new auction listing for each vehicle a Seller wishes to sell
through Turn 60’s online platform, available through the Members section of the Site. To create
a new auction listing, a Seller must identify and input the year, make, model, current mileage,
vehicle condition, and vehicle identification number of the vehicle they wish to sell and provide
and upload adequate pictures of the vehicle, including pictures of the entire exterior, interior, and
underbody of the vehicle (the “Required Vehicle Information”). Seller has the option to provide
a more detailed description of the vehicle, though it is not required. Seller has the option to
upload available service records, Certified Pre-Owned inspection reports, and/or vehicle history
information. The Seller must provide the minimum bid required for the vehicle to sell, the length

of time the auction will be open, and geographic restrictions for Buyers, if any (the “Auction
Requirements”). Once the Seller has provided and input the Required Vehicle Information and
establishes the Auction Requirements, the Seller may begin the auction.
Members wishing to bid on a vehicle through an auction listing may do so through the Members
section of the Site by identifying the amount Member wishes to bid on the vehicle to purchase it
and by submitting the bid on that listing. Once a bid is made, it cannot be withdrawn. A
Member may make multiple bids on any auction listing. If a Member has the current highest bid,
the Member cannot make another bid on that particular auction listing, though a Member may
make an additional bid if Member’s bid is not or no longer the highest bid. When the time for
the auction listing has expired, the Member with the highest bid becomes the Buyer of that
particular vehicle.
Once a Member becomes a Buyer, a legal contract is established between Seller and Buyer in
which Seller agrees to sell the particular vehicle to Buyer in its as-is condition as presented in the
auction listing for the Buyer’s bid amount and Buyer agrees to pay Seller the bid amount and
accept the vehicle in its as-is condition as presented in the auction listing. Buyer agrees to pay
all sales tax associated with the purchase as required by applicable laws of the jurisdiction where
the sales tax must be paid. Seller and Buyer are responsible for making payment arrangements
between themselves. Buyer is responsible for paying the proper sales tax to the proper authority
that collects taxed related to the sale of automobiles. Buyer is responsible for retrieving the
vehicle from Seller and transporting vehicle to the appropriate destination at Buyer’s cost. Seller
must provide executed title to the vehicle to Buyer, as set forth below.

7. SELLER’S OBLIGATIONS

The Seller represents, warrants and agrees to the following terms: 1.) Seller is a licensed dealer
of motor vehicles; 2.) risk of loss for a vehicle remains with the Seller as long as the vehicle is at
Seller’s premises. Once the Buyer retrieves the vehicle, or otherwise causes the vehicle to be
removed from Seller’s premises, the risk of loss for the vehicle is transferred to the Buyer or its
agents; 3.) it is responsible for completion and execution of the required odometer mileage
statement pertaining to the vehicle and on the certificate of title; 4.) that it is the true and lawful
owner of the vehicle except as set forth in the vehicle’s announcements; 5.) that the vehicle is
free from all liens and encumbrances except as set forth in the vehicle’s announcements; 6.) that
it has full rights, power and authority to sell and transfer title to the Buyer in accordance with the
Turn 60 Title Policy, as set forth below, except as set forth in the vehicle’s announcements; 7.) a
$500.00 cancellation fee will be assessed to a Seller if a transaction is cancelled or abandoned
after a Buyer's bid is accepted (the bid meets or exceeds the minimum bid and is the highest bid
at the conclusion of the auction); 8.) unless otherwise agreed, Seller will hold and make the sold
vehicle available on its lot for at least seven business days after the sale of the vehicle for the
Buyer or its agent to pick up; 9.) the number of vehicles posted by a Seller may be limited by
Turn 60 during an introductory period; 10.) Seller shall abide by and comply with all applicable
laws, rules and regulations, including but not limited to all rules and regulations set forth by the
applicable department of motor vehicles; 11.) Seller will communicate with Buyer regarding the
form and timing of payment and retrieval of vehicle by Buyer within 48 hours of the conclusion
of the auction and will agree on definite terms with Buyer regarding the same matters within 72

hours of the conclusion of the auction; and, 12.) Seller will not demand or require unreasonable
terms from Buyer in regard to the form and timing of payment and retrieval of vehicle.

8. BUYER’S OBLIGATIONS

The Buyer represents, warrants and agrees to the following terms: 1.) that it is a licensed motor
vehicle dealer in good standing; 2.) Buyer will purchase the vehicle for Buyer’s winning bid
price; 3) Buyer will not resell the vehicle or attempt to resell the vehicle until good funds have
been transmitted to and received by Seller; 4.) Buyer will retrieve the vehicle from Seller as
agreed between Buyer and Seller and as required by applicable law; 5.) Buyer will not issue a
stop payment order regarding its payment for the vehicle; 6.) that any stop payment order by
Buyer shall be deemed by the parties to be evidence of fraud existing at the time the transaction
was consummated and shall be construed by the parties as an intent to defraud in order to
consummate the transaction; 7.) that it will abide by the timeframes for delivery of title set forth
below; 8.) that Buyer is responsible for pickup and transport of the purchased vehicle; 9.) that it
is solvent; 10.) that the vehicle is purchased solely for resale; 11.) that the vehicle is purchased
for resale in the form of tangible personal property in the regular course of business and is the
sort usually purchased by Buyer for resale; 12.) that if it is planning to export a vehicle, Buyer is
responsible for ensuring satisfaction of all export requirements and all import requirements of the
destination country; 13.) that in the event that the vehicle is used for any purpose other than for
resale, Buyer will pay directly to the proper taxing authorities such sale or use tax as may then be
accrued and become payable; 14.) that it holds a retail sales tax registration, certificate, license,
or other permit, issued by the sales taxing authority of Seller’s state, county, and country as
appropriate; 15.) title to the vehicle will not pass to Buyer until complete payment has been
received by Seller; 16.) Turn 60 reserves the right to limit the number of vehicles purchased by a
Buyer at any time 17.) Buyer will communicate with Seller regarding the form and timing of
payment and retrieval of vehicle by Buyer within 48 hours of the conclusion of the auction and
will agree on definite terms with Seller regarding the same matters within 72 hours of the
conclusion of the auction; 18.) Buyer will not demand or require unreasonable terms from Seller
in regard to the form and timing of payment and retrieval of vehicle; 19.) Buyer is subject to
account suspension at the discretion of Turn 60; 20.) Buyer will not attempt to manipulate bids,
intentionally bid up the price of any vehicle, or otherwise fraudulently bid on any vehicle; and,
21.) Buyer shall abide by and comply with all applicable laws, rules and regulations, including
but not limited to all rules and regulations set forth by the applicable department of motor
vehicles.

9. TURN 60’S TITLE POLICY

a. Title Options. Prior to listing the vehicle for sale through Turn 60, the Seller is required to
identify which of the following title options applies to each vehicle:
1.) Title with Deal – Seller has the negotiable title for the vehicle in its possession at the
time of the sale and is able to send the title to Buyer promptly upon completion of the
sale.

2.) Title Absent – Seller does not currently have the negotiable title in its possession, and
it is necessary for the Seller to obtain the negotiable title. Turn 60 reserves the right to
charge the seller a fee for vehicles listed with title absent.
b. Seller’s Obligations related to Titles:
1.) The Seller must ensure the vehicle is being offered for sale with a United States title.
2.) All titles submitted by Seller must be in the Seller’s company name on the title or on a
properly executed reassignment form.
3.) Seller warrants, represents and guarantees possession and conveyance of a certificate
of title, properly executed, valid in the state where the transaction is occurring and clear
of all liens and encumbrances. In the event any demand or claim is made related to the
title, the Seller will indemnify and defend Turn 60, the Buyer, and the end consumer
against such demand or claim and any and all damages associated therewith.
4.) Seller will ensure that the title is assigned directly to the Buyer. Turn 60 is not the
buyer of the vehicle and does not take title or possession of the vehicle, and therefore any
title listing Turn 60 as the buyer will be returned to the seller to be corrected.
5.) Seller will ensure that with regard to the title:
a.) The VIN is correct;
b.) Vehicle mileage listed on the front of the title is accurate;
c.) If there is a lien on the title, the required signature is on or included with the
title, along with the original lien release;
d.) All reassignments are accurate and included;
e.) If a power of attorney form has not already been signed by the Seller granting
Buyer the right to complete the title as necessary to complete the sale, a signed
power of attorney form is included with the title; and
f.) All paperwork requiring a notary signature has been notarized;
6.) For any vehicle being sold Title with Deal, Seller is required to deliver the title to
Buyer within seven (7) calendar days from receipt of payment for the vehicle. For any
vehicle being sold with the Title Absent, Seller is required to deliver the title to Buyer
within 30 calendar days (unless a different period is required by an applicable state’s
rules) from receipt of payment for the vehicle.

7.) Seller must refund Buyer the purchase price received from Buyer if Buyer issues a 48-
Hour Notice (defined below) and Seller fails to provide negotiable title to Buyer within
48 hours of receipt of the 48-Hour Notice, and Buyer withdraws its offer.
8.) Sellers will be responsible for refunding vehicle transportation expenses and any other
fees and costs incurred by Buyer where a negotiable title could not be produced.
c. Buyer’s Rights and Obligations.
1.) If the Buyer has paid for the vehicle and does not receive negotiable title within seven
(7) calendar days after the sale of the vehicle for a vehicle sold as Title with Deal or 30
calendar days after the sale of the vehicle for Title Absent vehicles, the Buyer shall have
the one-time right, at any time within 30 calendar days of the applicable period, to give
Seller a 48 hours’ notice of its intent to withdraw its offer for the vehicle (“48-Hour
Notice”) if no title is received within such notice period.
2.) Buyer may not withdraw its offer for the vehicle, and said offer will be considered
final and binding upon Buyer, if:
a.) negotiable title is received by Buyer by the deadline date and time set forth
above;
b.) Buyer revokes its 48-Hour Notice;
c.) Buyer sold the vehicle before receiving the title; or
d.) Buyer is no longer in possession of the vehicle.
3.) Buyer may withdraw its offer for the vehicle and cancel the transaction after giving
Seller the 48-Hour Notice for the applicable vehicle only if:
a.) negotiable title is not received by Buyer by the 48-Hour Deadline Time;
b.) Buyer has not otherwise revoked its original 48-Hour Notice;
c.) Buyer has not already sold the vehicle; and
d.) Buyer is still in possession of the vehicle.
4.) Seller will not be responsible for any vehicle sale or repairs made to vehicles prior to
Buyer’s receipt of title.
d. Seller is responsible for delivering negotiable title and bill of sale to Buyer by way of
personal delivery or by commercial carrier, including but not limited to the USPS, UPS, or
FedEx, by way of two-day delivery or overnight delivery. If sent by commercial carrier, the
method of shipping must include tracking. It is Seller’s responsibility to ensure that the title and

bill of sale are delivered to Buyer. If the commercial carrier fails to deliver the title to Buyer, its
Seller’s obligation to obtain a replacement or duplicate title. However, Buyer is under no
obligation to proceed with the purchase due to failure of a commercial carrier to deliver the title
and the title is not received within the applicable title delivery period set forth above.

10. TRANSPORT OF VEHICLE

Buyer is responsible for the retrieval and transport of vehicle after purchase. Buyer accepts the
risk of loss to the vehicle once it is retrieved from Seller.

11. SUBSCRIPTION PERIOD AND PAYMENT

Your Subscription to access the Services, which may start with a free trial or promotional
subscription, will continue unless and until you cancel, or we terminate it in accordance with this
Agreement. You must provide us with a valid payment method to obtain and maintain a
Subscription. We will automatically bill the applicable subscription fee to your payment
method. You must cancel your Subscription before it renews in order to avoid billing of the next
period’s subscription fee to your payment method. By starting your Subscription to access the
Services and providing or designating a payment method, you authorize us to charge you a
recurring subscription fee at the then current rate, and any other charges you may incur in
connection with your use of the Services to your payment method. You may elect to pay your
subscription fee monthly, quarterly, or annually. Your selected subscription period will begin on
the day you first provide us with your payment method and agree to the terms herein and each
period expires at the conclusion of the selected period, whether monthly, quarterly, or annually.
We reserve the right to adjust pricing your Subscription to access the Services in any manner and
at any time as we may determine in our sole discretion. Any material price increases to your
Subscription will take effect following a 21-day notice to you.
The subscription fee to access the Services will be billed at the beginning of the paying portion
of your Subscription period and each period thereafter unless and until you cancel your
subscription. We automatically bill your payment method each period on or near the calendar
day corresponding to the commencement of your paying Subscription, if your payment method
allows for automatic billing. We reserve the right to change the timing of our billing if your
payment method has not successfully been processed. If your Subscription began on a day not
contained in a given month, we may bill your payment method on a day in the applicable month
or such other day as we deem reasonably appropriate. Your renewal date may change due to
changes in your Subscription. We may authorize your payment method in anticipation of
subscription or service-related charges. If your payment method does not successfully process a
charge for a subscription fee, your Subscription will be terminated unless an alternate payment
method is provided.

12. REFUND POLICY

Payments are nonrefundable and there are no refunds or credits for partially used periods.

In the event we terminate your rights to access the Services because of a breach of the terms of
this Agreement, you shall not be entitled to the refund of any part of the subscription fees.
Additionally, you may be entitled to a partial refund for any unused portion of subscription fees,
or a subscription extension, should the Services be unavailable for an extended period of time
due to our website being down. Our decisions about such refunds are made on a case-by-case
basis and depend on the facts and circumstances of the particular issue. All refunds are made
without admission of liability.
At any time, and for any reason, we may provide a refund, discount, or other consideration to
you, some Members, or all Members, at our sole and entire discretion. The amount and form of
such refund, discount, or other consideration, and the decision to provide them, are in our sole
discretion. The provision of such refund, discount, or other consideration in one instance does
not entitle you to refunds, discounts, or other consideration in the future for similar instances, nor
does it obligate us to provide refunds, discounts, or other consideration in the future, under any
circumstance.

13. ARBITRATION AND WAIVER OF CERTAIN RIGHTS

You and we agree that we will resolve any disputes between us through binding and final
arbitration instead of through court proceedings. You and we hereby waive any right to a jury
trial of any Claim (defined below). All controversies, claims, counterclaims, or other disputes
arising between you and us (each a “Claim”) shall be submitted for binding arbitration in
accordance with the Rules of the American Arbitration Association (“AAA Rules”). The
arbitration will be heard and determined by a single arbitrator. The arbitrator's decision in any
such arbitration will be final and binding upon the parties and may be enforced in any court of
competent jurisdiction. You and we agree that the arbitration proceedings will be kept
confidential and that the existence of the proceeding and any element of it (including, without
limitation, any pleadings, briefs or other documents submitted or exchanged and any testimony
or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings,
except as may lawfully be required in judicial proceedings relating to the arbitration, by
applicable disclosure rules and regulations of securities regulatory authorities or other
governmental agencies, or as specifically permitted by state law. The Federal Arbitration Act
and federal arbitration law apply to this agreement. However, the Arbitrator, and not any
federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute
relating to the interpretation, applicability, enforceability, or formation of this Agreement
including, but not limited to, a claim that all or any part of this Agreement is void or voidable.
If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of
litigation, we will pay as much of the administrative costs and arbitrator's fees required for the
arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being
prohibitive. I n the final award, the arbitrator may apportion the costs of arbitration and the
compensation of the arbitrator among the parties in such amounts as the arbitrator deems
appropriate.
This arbitration agreement does not preclude either party from seeking action by federal, state, or
local government agencies, as follows. You and we have the right to bring qualifying claims in

small claims court. Qualifying claims include any claim that meets the jurisdictional limit of any
small claims court with competent jurisdiction. In addition, you and we retain the right to apply
to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or
preliminary injunctions, and any such request shall not be deemed incompatible with the terms of
this Agreement, nor a waiver of the right to have disputes submitted to arbitration as provided in
this Agreement.
Neither you nor we may act as a class representative or private attorney general, nor participate
as a member of a class of claimants, with respect to any Claim. Claims may not be arbitrated on
a class or representative basis. The arbitrator can decide only your and/or our individual Claims.
The arbitrator may not consolidate or join the claims of other persons or parties who may be
similarly situated. The arbitrator may award in the arbitration the same damages or other relief
available under applicable law, including injunctive and declaratory relief, as if the action were
brought in court on an individual basis. Notwithstanding anything to the contrary in the
foregoing or herein, the arbitrator may not issue a “public injunction” and any such “public
injunction” may be awarded only by a federal or state court. If either party seeks a “public
injunction,” all other claims and prayers for relief must be adjudicated in arbitration first and any
prayer or claim for a “public injunction” in federal or state court stayed until the arbitration is
completed, after which the federal or state court can adjudicate the party’s claim or prayer for
“public injunctive relief.” In doing so, the federal or state court is bound under principles of
claim or issue preclusion by the decision of the arbitrator.
If any provision of this Section is found to be invalid or unenforceable, then that specific
provision shall be of no force and effect and shall be severed, but the remainder of this Section
shall continue in full force and effect. No waiver of any provision of this Section of the
Agreement will be effective or enforceable unless recorded in a writing signed by the party
waiving such a right or requirement. Such a waiver shall not waive or affect any other portion of
this Agreement. This Section of the Agreement will survive the termination of your relationship
with us.
This present Section entitled “Arbitration” shall only apply to Members located in the United
States of America.
THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A
COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN
ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN
DISCOVERY EXCEPT AS PROVIDED IN AAA RULES, AND THE RIGHT TO CERTAIN
REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT YOU OR WE WOULD
HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.

14. DISPUTES WITH OTHER MEMBERS, SELLERS, BUYERS, AND BIDDERS

Any disputes that may arise between you and other Members, Sellers, Buyers, and/or bidders
shall be separate and distinct from any Claim you may have with or against us. You are not
prevented by this Agreement to pursue any controversies, claims, counterclaims, or other
disputes arising between you and other Members, Sellers, Buyers, and bidders in a court of

competent jurisdiction. If you pursue such litigation and call Turn 60, or any of its employees,
agents, officers, or members as a witness, you agree to pay all costs associated with the
appearance of such witness or witnesses, including attorney fees in counseling the witness(es)
and travel expenses.

15. TERMINATION OF SUBSCRIPTION AND ACCESS TO SERVICES

You are free to stop using our Services at any time. We also reserve the right to suspend or end
your Subscription and access to the Services at any time at our discretion and without notice.
For example, we may suspend or terminate your Subscription and access to the Services if you
are not complying with the terms of this Agreement or use the Services in a manner that would
cause us legal liability, disrupt the Services, or disrupt others’ use of the Services. Turn 60
reserves the right to terminate and delete your account.

16. DATA

We have the right to use certain Member generated information, content, photographs, and
vehicle data for the limited use of promoting and carrying out the Services requested by such
Member. Members and their representative dealerships grant us a limited license to utilize non-
confidential information for the general purpose of promoting and providing Services to our
Members, and this license extends to trusted third parties with whom we work. Members agree
that this permission is royalty free, irrevocable and worldwide for so long as Member
information is held by us. All data collected by us related to vehicles, and all transaction data
related to the Services, shall be owned by us without restrictions on its use of such data.

17. AVAILABILITY, ERRORS, AND INACCURACIES

Turn 60 constantly updating the Services and may experience delays in updating information on
the Services. The information found on the Services may contain errors or inaccuracies and may
not be complete or current. Vehicles or services may be mis-priced, described inaccurately, or
unavailable on the Services, and we cannot guarantee the accuracy or completeness of any
information found on the Services. We therefore reserve the right to change or update
information and to correct errors, inaccuracies, or omissions at any time without prior notice.

18. DISCLAIMER OF WARRANTIES AND LIABILITIES

TURN 60 AND THE TURN 60 AFFILIATES PROVIDE THE SERVICES TO YOU ON AN
“AS IS” AND “AS AVAILABLE” BASIS, AND HEREBY DISCLAIM ALL EXPRESS AND
IMPLIED WARRANTIES RELATED TO YOUR AND/OR YOUR AUTHORIZED
REPRESENTATIVE’S USE OF AND ACCESS TO THE SERVICES, INCLUDING ANY
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, NON-INFRINGEMENT, OR ANY WARRANTIES WHICH MAY BE CREATED
THROUGH COURSE OF DEALING.
YOU AGREE THAT TURN 60 AND ITS AFFILIATES SHALL HAVE NO LIABILITY
WHATSOEVER, ACTUAL OR OTHERWISE, TO YOU OR YOUR AUTHORIZED

REPRESENTATIVES BASED ON ANY OF THE FOLLOWING: (i) ANY DELAY,
INTERRUPTION IN USE OF, FAILURE IN OR BREAKDOWN OF THE SERVICES OR
ERRORS OR DEFECTS IN TRANSMISSION OCCURRING IN THE COURSE OF
ACCESSING OR USING THE SERVICES; (ii) ANY UNLAWFUL OR UNAUTHORIZED
USE OF THE SERVICES; (iii) ANY LOSS OF OR DAMAGE TO YOUR RECORDS OR
INFORMATION; (iv) ANY CLAIM RESULTING FROM THE TERMINATION OF ACCESS
TO THE SERVICES OR (v) ANY CLAIM RELATED TO ANY VEHICLE SOLD OR
BOUGHT USING THE SERVICES.

19. INDEMNITY

You agree at your own expense to defend, indemnify, and hold Turn 60 and its affiliates, and
each of their directors, officers, employees, agents, and members 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, duties and bonds, which Turn 60 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 of this Agreement; (c) your violation of any third party right; (d) any
claim in connection with a vehicle; or (d) any claim that Member information, or your use of the
property of others, may have caused or did cause damage to a third party, including, but not
limited to, claims that Member information, or your use of the property of others, infringe the
rights of others or caused damages to others.
You also agree to indemnify Turn 60 for reasonable legal and accounting fees, costs, and
expenses incurred in enforcing the rights of Turn 60 against you or the claim of any third party in
relation to the Services and this Agreement.

20. CONTROLLING LAW, JURISDICTION, AND VENUE

This Agreement, your use of the Services, and the relationship between you and us shall be
governed by the laws of the State of Ohio, without regard to conflict of law rules. Nothing
contained in this Agreement shall constitute an agreement to the application of the laws of any
other nation or state to the Services. You agree that Turn 60’s website through which you access
the Services shall be deemed a passive website that does not give rise to personal jurisdiction
over us, either specific or general, in jurisdictions other than Ohio. The sole and exclusive
jurisdiction and venue for any action or proceeding arising out of or related to this Agreement
and the Services shall be in an appropriate court located in Dayton, Ohio. You hereby submit to
the jurisdiction and venue of said Courts.

21. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between you and us with respect to the subject
matter of this Agreement and supersede and replace any other prior or contemporaneous
agreements, or terms and conditions applicable to the subject matter of this Agreement.

22. WAIVER, SEVERABILITY, AND ASSIGNMENT

Turn 60’s failure to enforce any term or terms of this Agreement is not a waiver of its right to do
so later. If a term of this Agreement is found unenforceable, the remaining provisions of this
Agreement 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 this Agreement
without ours prior written consent, and any such attempt will be void. Turn 60 may assign its
rights to any of its affiliates or subsidiaries, or to any successor in interest of any business
associated with the Services.

23. CHANGES

We reserve the right, at our sole discretion, to modify or replace any term or terms of this
Agreement at any time with respect to all sales occurring after such modifications are effective.
Modifications will take effect immediately upon notice to you with the modified agreement,
provided however, if a change is material, we will provide at least 30 days’ notice prior to such
modifications taking effect. What constitutes a material modification will be determined at our
sole discretion. By continuing to access or use our Service after any modifications become
effective, you agree to be bound by the revised terms.

24. NOTICES

Notices must be sent via first class mail or overnight courier and are deemed given when
received. Notices to you may also be sent to the applicable account email address and are
deemed given when sent. Notices to Turn 60 must be sent to: