By registering as a buyer (“Buyer”) with Johnny's Auto Auction, Inc. or its subsidiaries or affiliated entities (collectively “JAA”), or bidding on a vehicle or entering into any transaction facilitated by JAA, Buyer agrees to be bound by JAA’s Auction Rules set forth herein (the “Auction Rules”) as well as JAA’s Terms of Use (“Terms of Use”) and Privacy Policy (“Privacy Policy”) (all available at www.JAAi.com), which are fully incorporated herein by reference. In the event of a conflict between the Terms of Use or Privacy Policy and these Auction Rules, these Auction Rules will control. Together the Auction Rules, Terms of Use and Privacy Policy make up the “Buyer Agreement” between Buyer and JAA.

JAA reserves the right to make changes at any time to these Auction Rules and the Buyer Agreement upon notice to Buyer. Any modifications to the Auction Rules (or the Terms of Use or Privacy Policy) will be effective upon posting. Buyer will be required to accept each modified version of the Auction Rules the first time Buyer logs on to Buyer’s JAA account after a modified version is posted. Buyer’s submission of a bid, visit to an JAA facility, bidding on a vehicle or other participation in an JAA auction following posting of any revisions to any part of the Buyer Agreement will constitute acceptance of the modified terms.

Eligibility - Individuals wishing to register with JAA must be 18 years of age or older and meet all requirements imposed by federal, state, and local government laws and regulations. Entities wishing to register with JAA must meet all requirements imposed by federal, state, and local government laws and regulations. In addition, JAA site-specific registration requirements will apply. JAA reserves the right to deny or cancel Buyer’s account at any time for any reason or for no reason at all with or without notice.

Registration - Any individual or entity wishing to bid at JAA, either in person or via the Internet, must complete JAA’s buyer registration process, which includes a buyer registration form, proof of identity (driver’s license, state ID, passport, etc.), proof of required licensing, if applicable, and payment of the applicable registration fee. To gain access to bid in facilities not open to the public, either in person or via JAA’s Website, copies of current licenses and completed sales tax exemption certificates must be submitted to and accepted by JAA. Membership must be renewed annually by verifying accuracy of current Buyer information on file and paying the appropriate registration fee. Licenses must be renewed and submitted to and accepted by JAA prior to account expiration to retain active buyer status. Buyer agrees to direct any questions regarding vehicles to JAA. Buyer agrees not to direct such questions to the vehicle consignors unless directed to do so by JAA in writing. Buyer’s failure to comply with its ongoing obligations set forth in this paragraph will result in the suspension or revocation of Buyer’s purchasing privileges.

AUTO-RENEWAL OF REGISTRATION FEES – BUYER’S MEMBERSHIP WILL AUTOMATICALLY RENEW ANNUALLY. BY REGISTERING WITH JAA AND PROVIDING CREDIT CARD INFORMATION TO JAA FOR PAYMENT OF REGISTRATION FEES, BUYER AUTHORIZES JAA TO AUTOMATICALLY RENEW BUYER’S REGISTRATION ANNUALLY AND FURTHER AUTHORIZES JAA TO CHARGE BUYER’S CREDIT CARD FOR THE REGISTRATION FEES RELATED TO ANY RENEWAL MEMBERSHIPS. SUCH RENEWAL CHARGES SHALL BE MADE ANNUALLY ON THE FIRST DAY AFTER THE EXPIRATION OF BUYER’S MEMBERSHIP PERIOD. BUYER MAY CANCEL MEMBERSHIP OR TERMINATE AUTO-RENEWAL OF REGISTRATION FEES UPON 30 DAYS’ NOTICE PRIOR TO THE END OF BUYER’S MEMBERSHIP PERIOD BY CALLING 877-937-4243 AND SPEAKING TO AN JAA REPRESENTATIVE OR BY EMAILING TO CustomerService@JAAI.com. IF BUYER CANCELS MEMBERSHIP PRIOR TO THE CONCLUSION OF THE MEMBERSHIP PERIOD, BUYER WILL REMAIN RESPONSIBLE FOR PAYMENT FOR ALL MEMBERSHIP FEES THROUGH THE CONCLUSION OF THE CURRENT MEMBERSHIP PERIOD. BY CANCELLING MEMBERSHIP, BUYER WILL LOSE ALL ACCESS AND ACTIVE BUYER STATUS UPON THE EXPIRATION OF THE CURRENT MEMBERSHIP PERIOD.

Renewal of Licenses - Buyer is solely responsible for obtaining and renewing all applicable licenses in order to maintain active Buyer status with JCA. All renewed or updated licenses must be submitted to and accepted by JAA before Buyer’s account will be initiated or renewed.

Authorized Bidders - Businesses may authorize additional buyers to place bids on behalf of their company if allowed by applicable law. The completion of the Additional Bidder Request Form and payment of an additional fee is required to activate bidding privileges for these individuals. Limits as to the number of additional buyers on a business’s account may be imposed at the sole and absolute discretion of JAA. JAA’s system will not prevent multiple bidders from the same business from bidding against each other before or during any auction. All bidders assume full responsibility for each of their bids, regardless of against whom they are bidding, including any person from within their own organization. Buyer represents and warrants that it will share these Auctions Rules, the Terms of Use, and the Privacy Policy with any bidders authorized by Buyer, and Buyer assumes all responsibility for any bidders authorized by Buyer and agrees to hold harmless, defend, and indemnify JAA against any claims, damages, obligations, costs, expenses (including attorneys’ fees), liabilities, fines, judgments, or losses arising out of or related to activity by such authorized bidders.

Guests - Most JAA facilities will allow guest admittance to its auctions to individuals 18 years or older. Guests must be accompanied by a registered Buyer and purchase a guest pass valid for one-time admittance. Guest passes must be displayed at all times. Guest passes allow admittance, but do not extend buying privileges. Only registered Buyers in good standing may bid on vehicles. Please confirm the guest policy with the applicable JAA branch office or other facility (“Facility”) prior to a visit. Buyer represents and warrants that it will share these Auction Rules, the Terms of Use, and the Privacy Policy with any of Buyer’s guests, and Buyer assumes all responsibility for any of Buyer’s guests and agrees to hold harmless, defend, and indemnify JAA against any claims, damages, obligations, costs, expenses (including attorneys’ fees), liabilities, fines, judgments, or losses arising out of or related to guest admission.

ID Cards - JAA will issue ID cards at the time of registration finalized at a branch. Replacement of lost or stolen cards will be available upon payment of a replacement card fee. JAA ID cards remain the property of JAA. ID card must be surrendered at the request of JAA. Admittance to the sale area will only be permitted upon presentation of valid ID card. ID card must be displayed at all times while on JAA premises.

Account Responsibility - Buyer is responsible for all transactions on its account, including, without limitation, all live bids placed by authorized bidders and bids submitted through JAA’s Auction Center using the login name and password issued to the Buyer. Accounts cannot be transferred. In the event of unauthorized use of Buyer’s ID card or login information, Buyer shall be responsible for all charges incurred prior to receipt of written notice by JAA advising of such unauthorized use.

Contact with Sellers - Any information regarding a vehicle owner or seller that might be learned or obtained by Buyer may not, in whole or in part, be used or exploited in any way whatsoever. Any Buyer who contacts or tracks down a vehicle owner or seller in any manner will immediately be banned from all JAA auctions and may be referred to authorities.

Buyer Account Cancellation - JAA reserves the right to suspend or revoke Buyer’s buying privileges for any reason or no reason at all with or without notice. Once JAA suspends or revokes Buyer’s account, Buyer shall not set up another account with JAA until the suspended or revoked account is reactivated.

Compliance with Laws and Terms and Indemnification - Buyer shall comply with all applicable laws related to the use of JAA’s services. BUYER SHALL DEFEND, INDEMNIFY AND HOLD JAA AND ITS DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS, SUBSIDIARIES, AFFILIATES AND VEHICLE PROVIDERS (COLLECTIVELY “JAA INDEMNIFIED PARTIES”) HARMLESS FROM AND AGAINST ANY CLAIMS, DAMAGES, OBLIGATIONS, COSTS, EXPENSES (INCLUDING ATTORNEYS’ FEES), LIABILITIES, FINES, JUDGMENTS, OR LOSSES ARISING OUT OF OR RELATED TO BUYER’S FAILURE OR ALLEGED FAILURE TO COMPLY WITH APPLICABLE LAWS OR THE TERMS OF THE BUYER AGREEMENT.

Prohibited Persons and Sanctioned Countries - Buyer represents and warrants that neither Buyer nor any of its employees, affiliates, brokers or other agents, contractors or representatives acting in any capacity, directly or indirectly, in connection with any vehicle purchased at an JAA auction is or will be engaged in any of the following activities: (i) exporting, reexporting, selling or supplying (directly or indirectly) any goods, services or technology to any country embargoed or sanctioned by the United States (ii) employing or conducting any business or engaging in any transaction or dealing with, any person or entity, or any affiliate of such person or entity, determined to have committed, threatening to commit or supporting, terrorist acts or those persons or entities otherwise appearing on the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) list of Specially Designated Nationals and Blocked Persons, including but not limited to (which lists can be accessed at the following web address: http://www.ustreas.gov/offices/enforcement/ofac/) (collectively, “Prohibited Persons”), including the making or receiving of any contribution of funds, goods or services to or for the benefit of any Prohibited Person; (ii) dealing in, or otherwise engaging in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224 dated September 24, 2001, relating to “Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism”; (iii) exporting, reexporting, diverting, transferring or otherwise disposing of any product in violation of any laws of the United States, including but not limited to laws and regulations administered by OFAC or the Bureau of Industry and Security of the Department of Commerce (“BIS”) pursuant to which the United States maintains trade embargoes and sanctions against certain countries; or (iv) engaging in or conspiring to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempting to violate, any of the prohibitions set forth in the laws and regulations enforced by OFAC or BIS or set forth in any U.S. anti-money laundering laws and Buyer shall, at all times, be in compliance with all applicable laws, regulations, rules and executive orders, including but not limited to the USA Patriot Act of 2001 and those relating to anti-terrorist financing and asset control.

Anti-Corruption - Buyer hereby represents, warrants and certifies that it, and its employees, affiliates, brokers or other agents, contractors or representatives acting in any capacity, shall at all times comply with the United States Foreign Corrupt Practices Act ("FCPA") and any similar laws, and Buyer further represents, warrants and certifies that with respect to vehicles purchased at an JAA auction, Buyer and its employees, affiliates, brokers or other agents, contractors or representatives acting in any capacity, shall not: (i) pay, offer or agree to pay, or cause to be paid, directly or indirectly, in respect of this Agreement any political contributions, fees or commissions FCPA, as amended, (ii) offer, pay, promise to pay, or authorize the payment of any money, or offer, give, promise to give, or authorize the giving of anything of value to a foreign official ("foreign official" as defined in the FCPA, as amended), to any foreign political party or official thereof or any candidate for political office, or to any person, while knowing or being aware of a high probability that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly, to any foreign official, to any foreign political party or official thereof, or to any candidate for political office, for the purposes of (a) influencing any act or decision of such foreign official in his official capacity, or inducing such foreign official to do or omit to do any act in violation of the lawful duty of such official, or securing any improper advantage, or inducing such foreign official to use his influence with a foreign government, or instrumentality thereof, to affect or influence any act or decision of such government or instrumentality in order to assist such person in obtaining or retaining business for or with, or directing business to any person, or (b) influencing any act or decision of any person, while knowing that all or a portion of such money or thing of value will be offered, given, or promised, directly or indirectly, to any foreign official (or foreign political party), or to any candidate for foreign political office, for any of the prohibited purposes described above, or (iii) that act in an official capacity on behalf of any government, government agency, political party, candidate for political office, or public international organization.

Exports - All Buyers shall comply with all applicable requirements of the Export Administration Regulations.

Release of Liability and Indemnification for Injuries and Property Damage - BUYER ACKNOWLEDGES THAT JAA’S FACILITIES CONTAIN HAZARDS TO PERSON AND PROPERTY. FOR EXAMPLE, JAA UTILIZES LOADERS WHICH MAKE INDIVIDUALS AND PROPERTY DIFFICULT TO SEE. JAA’S VEHICLE INVENTORY CONTAINS POTENTIALLY DANGEROUS PARTS THAT COULD CAUSE INJURY. JAA’S FACILITIES CONTAIN UNEVEN SURFACES AND ARE OPEN YEAR-ROUND IN INCLEMENT WEATHER CONDITIONS, WHICH COULD MAKE WALKING DIFFICULT. KNOWING THESE AND OTHER RISKS INHERENT IN JAA’S OPERATIONS, BUYER FULLY ASSUMES ALL RISKS ASSOCIATED WITH ACCESSING JAA’S FACILITIES. BUYER AND ANY EMPLOYEE, CONTRACTOR, AGENT, CUSTOMER OR GUEST OF BUYER OR USER UNDER THE BUYER’S ACCOUNT (COLLECTIVELY “BUYER REPRESENTATIVES”) IRREVOCABLY AND UNCONDITIONALLY WAIVE AND RELEASE JAA INDEMNIFIED PARTIES FROM ANY AND ALL CLAIMS, DAMAGES, OBLIGATIONS, LOSSES, LIABILITIES, JUDGMENTS, COSTS OR EXPENSES (INCLUDING ATTORNEYS’ FEES) ARISING OUT OF OR RELATED TO CLAIMS FOR BODILY INJURY, PROPERTY DAMAGE, OR OTHER OCCURRENCE ON JAA’S PREMISES, WHETHER CAUSED BY JAA’S OWN NEGLIGENCE OR OTHERWISE. BUYER UNDERSTANDS THAT THIS IS A GENERAL RELEASE AND INTENDS TO BE LEGALLY BOUND BY IT. BUYER AND BUYER REPRESENTATIVES FULLY UNDERSTAND AND KNOWINGLY WAIVE ALL RIGHTS AND PROTECTIONS UNDER CALIFORNIA CIVIL CODE §1542 (OR SIMILAR PROVISIONS UNDER THE LAW OF ANY OTHER JURISDICTION), WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” FURTHERMORE, BUYER AGREES TO INDEMNIFY, DEFEND, AND HOLD JAA INDEMNIFIED PARTIES HARMLESS FROM ANY AND ALL CLAIMS, DAMAGES, OBLIGATIONS, LOSSES, LIABILITIES, JUDGMENTS, COSTS OR EXPENSES (INCLUDING ATTORNEYS’ FEES), ARISING OUT OF OR RELATED TO CLAIMS MADE BY BUYER REPRESENTATIVES FOR BODILY INJURY OR PROPERTY DAMAGE OCCURRING ON JAA’S PREMISES, WHETHER CAUSED BY JAA’S OWN NEGLIGENCE OR OTHERWISE. BUYER REPRESENTS AND WARRANTS THAT IT WILL SHARE THESE AUCTION RULES, THE TERMS OF USE, AND THE PRIVACY POLICY WITH ANY BUYER REPRESENTATIVES, AND BUYER ASSUMES ALL RESPONSIBILITY FOR ANY BUYER REPRESENTATIVES AND AGREES TO HOLD HARMLESS, DEFEND, AND INDEMNIFY JAA AGAINST ANY CLAIMS, DAMAGES, OBLIGATIONS, COSTS, EXPENSES (INCLUDING ATTORNEYS’ FEES), LIABILITIES, FINES, JUDGMENTS, OR LOSSES ARISING OUT OF OR RELATED TO ACTIVITY BY SUCH BUYER REPRESENTATIVES.

Cost Calculator an Estimate - The Cost Calculator is intended to assist Buyers in estimating total costs and is neither a quote nor offer of finance. There can be no assurance that the estimate provided will be current or correct, and the Cost Calculator should not be relied upon as the final calculation or verification of total fees. JAA makes no representations or warranties whatsoever, either express or implied, about the functionality or accuracy of the Cost Calculator and accepts no liability arising out of or related to Buyer’s use of or access to the Cost Calculator including, without limitation, any errors or omissions. Buyers who choose to use this tool remain responsible for paying all required fees regardless of whether those fees were shown in the Cost Calculator.

Awarded Vehicle/Sale Cancellation/Release and Indemnification for Auction Errors - Any award of a vehicle to the highest bidder is subject to approval by the vehicle’s consignor. JAA reserves the right to, at any time, in its sole and absolute discretion and with or without notice, rescind, postpone or cancel a sale or withdraw an awarded vehicle at any time before Buyer receives the assigned title. Without limiting the foregoing, JAA also has the right to withdraw, void or cancel any bids or sales placed for vehicles listed at incorrect prices or that are affected by any JAA error or omission as determined by JAA in its sole and absolute discretion. This includes but is not limited to, incorrect minimum bids set on vehicles and incorrect sale prices set for BUY NOW vehicles. BUYER IRREVOCABLY AND UNCONDITIONALLY WAIVES AND RELEASES JAA INDEMNIFIED PARTIES FROM ANY AND ALL CLAIMS, DAMAGES, OBLIGATIONS, LOSSES, LIABILITIES, JUDGMENTS, COSTS OR EXPENSES (INCLUDING ATTORNEYS’ FEES) ARISING OUT OF OR RELATED TO JAA’S CANCELLATION OR POSTPONEMENT OF A SALE, WITHDRAWAL OF AN AWARDED VEHICLE, OR THE RESCISSION OF A SALE, WHETHER CAUSED BY JAA’S OWN NEGLIGENCE OR OTHERWISE. BUYER SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS JAA INDEMNIFIED PARTIES FROM ANY AND ALL DAMAGES, LOSSES, LIABILITIES, COSTS OR EXPENSES ARISING OUT OF OR RELATED TO CLAIMS OF BUYER REPRESENTATIVES RELATED TO JAA’S CANCELLATION OR POSTPONEMENT OF A SALE, WITHDRAWAL OF AN AWARDED VEHICLE, OR THE RESCISSION OF A SALE.

Negotiations: Reserve Not Met - All vehicles offered at auction are “with reserve,” meaning the sale is subject to the consignor’s approval and may be subject to a minimum bid amount that must be met before a consignor will approve the sale of a vehicle to Buyer. In the event a reserve requirement is not met and/or the sale of a vehicle has not been approved by the consignor prior to the auctioneer closing bids, JAA reserves the right to present counteroffer(s) to Buyer in an attempt to negotiate a sale between the consignor and Buyer.

Negotiations: Proxy and Rapid Bids - Buyer has the ability to enter a pre-auction Proxy Bid or a Rapid Bid at the time of the auction whereby Buyer sets a maximum bid amount that Buyer is willing to pay for the vehicle. The Proxy/Rapid Bid allows the System to bid on Buyer’s behalf from the opening bid up to Buyer’s maximum Proxy/Rapid Bid amount. In the event a reserve requirement is not met prior to the auctioneer closing bids, Buyer consents to the consignor presenting a counteroffer(s). If one of consignor’s counteroffers is within the maximum Proxy/Rapid Bid amount set by Buyer, Buyer consents to the System automatically accepting the consignor’s counteroffer amount. Once the consignor’s counteroffer is accepted by the System, Buyer will be awarded the vehicle subject to the rules herein.

Buy Now Vehicles - JAA may occasionally offer vehicles on its BUY NOW platform, which allows vehicles to be purchased outside of an auction format. Buyer acknowledges and agrees that these Auction Rules apply to BUY NOW vehicles.

Tie Bid Policy - In the event that the highest bid at the close of a vehicle auction is a tie between a Proxy Bid and a bid from a Buyer attending the live auction in person, the live bidder will be awarded the vehicle.

Bid Rejection - JAA reserves the right to reject or void bids at any time for any reason. Should a dispute arise regarding a bid, JAA is the only deciding authority with sole and absolute discretion in resolving disputes.

Non-Solicitation - Buyer agrees not to solicit or otherwise attempt to purchase a Vehicle directly with a customer of JAA or any of its subsidiaries, whether on its own behalf or on behalf of another.

Payment and Pickup

Fees - A “Buyer Fee” will be charged for each vehicle sold. Other fees may also apply. Fees may vary by Facility. It is the sole responsibility of Buyer to verify fees charged by any JAA Facility prior to incurring such charges. All fees are subject to change and Buyer shall confirm the applicable fee before incurring such charges.

Payment - Payment for any vehicle awarded is due within three business days (auction day plus two business days; i.e., if auction is on Monday, payment is due by close of business on Wednesday). Vehicles not paid for within the specified time frame will be subject to a late fee of $50 or 2% of the selling price of the vehicle, whichever is greater. Payment for vehicles may be made by wire transfer, cash, traveler’s check, cashier’s check, money order, or credit card (additional rules apply to credit card payments). Credit card payments may be subject to a convenience fee. Company checks will only be accepted with prior written approval by JAA. If Buyer receives written approval to use company checks for payment, Buyer will also be given access to the I-Pay online payment system. Restitution for any checks returned to JAA for any reason must be received within two working days. Any check returned for non-sufficient funds (“NSF”) will be subject to JAA’s NSF processing fee. Buyer shall be liable for, and agrees to reimburse JAA for, any and all collection costs, fees, and expenses (including attorneys’ fees) associated with or relating to NSF payments, credit card charge-backs and other past due accounts, including but not limited to collection agency fees. See our Cash Handling Policy for more information.

Sales Tax Indemnification - BUYERS PURCHASING VEHICLES FROM JAA UNDER A SALES TAX EXEMPTION CERTIFICATE AGREE TO INDEMNIFY, DEFEND AND HOLD JAA INDEMNIFIED PARTIES HARMLESS FROM ANY AND ALL SALES TAX ASSESSMENTS, FINES, PENALTIES, DAMAGES, COSTS, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) INCURRED AS A RESULT OF A TAXING AUTHORITY DETERMINATION THAT THE TRANSACTION WAS SUBJECT TO THE PAYMENT OF SALES OR EXCISE TAX.

Renege Fee - In the event a buyer fails to pay for a vehicle within fourteen business days of sale, Buyer agrees to pay JAA the “Renege Fee” of $1,000 or 15% of sale price, whichever is greater. Buyer is also responsible for any and all costs and expenses incurred by JAA arising out of or related to collecting the Renege Fee, including attorneys’ fees and court costs. Bidding privileges will be suspended until the Renege Fee has been received by JAA. Any buyer that reneges on a second vehicle may have bidding privileges revoked.

Vehicle Loading - A service fee applies. Buyer understands that the loading process is fraught with danger to person or property because it involves lifting a vehicle with forklifts and placing the vehicle on a transporter. The forklifts could cause damage to the vehicle. The loader could drop the vehicle causing injury to persons or property. Buyer is responsible for directing the load onto the transport, securing the load, and safely transporting the vehicle. BUYER AND BUYER REPRESENTATIVES ARE SOLELY RESPONSIBLE FOR PREVENTING DAMAGE TO THE TRANSPORT OR VEHICLE AND SECURING THE LOAD FOR SAFE TRANSPORT. KNOWING THESE AND OTHER RISKS INHERENT IN THE LOADING PROCESS, BUYER AND BUYER REPRESENTATIVES FULLY ASSUME ALL RISKS ASSOCIATED WITH THE LOADING, TOWING, AND TRANSPORTING PROCESS AND BUYER AND BUYER REPRESENTATIVES IRREVOCABLY AND UNCONDITIONALLY WAIVE AND RELEASE JAA INDEMNIFIED PARTIES FROM ANY AND ALL CLAIMS, DAMAGES, OBLIGATIONS, LOSSES, LIABILITIES, JUDGMENTS, COSTS OR EXPENSES (INCLUDING ATTORNEYS’ FEES) ARISING OUT OF OR RELATED TO CLAIMS FOR BODILY INJURY, PROPERTY DAMAGE, OR OTHER OCCURRENCE DURING THE LOADING, TOWING, OR TRANSPORTING PROCESS, WHETHER CAUSED BY JAA’S OWN NEGLIGENCE OR OTHERWISE.

Vehicle Pickup - Vehicles must be picked up within the time allowed by the branch where the vehicle is located. If not picked up within specified time frame, storage fees will be charged per day/per vehicle. Vehicles can be picked up only during yard hours. JAA urges successful bidders to pick up their vehicles immediately after the sale to ensure their protection. Vehicles remaining at JAA’s Facilities after the sale date will be at the sole risk of Buyer. Risk of loss on a purchased vehicle passes to Buyer once the vehicle has been awarded to Buyer. BUYER AND BUYER REPRESENTATIVES SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS JAA INDEMNIFIED PARTIES FROM ANY AND ALL LOSSES, CLAIMS, DEMANDS, LAWSUITS, DAMAGES, OBLIGATIONS, LIABILITIES, JUDGMENTS, COSTS, OR EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) RESULTING FROM DAMAGE TO BUYER’S AWARDED VEHICLE.

Collections - Buyer agrees to pay all reasonable expenses (including attorneys’ fees) and costs, whether or not a lawsuit is filed, incurred by JAA to collect any amounts due to JAA which have not been paid after written demand from JAA to buyer.

Rules Applicable to JAA Facilities -

1. No one under the age of 18 allowed access to JAA Facilities.

2. The use of cameras at JAA Facilities is prohibited.

3. Briefcases, backpacks, purses, and any like packages are not allowed in the sale area.

4. Repairs to, dismantling of, or any work on vehicles on or around any JAA Facility is strictly prohibited.

5. Any damage to JAA property by Buyer or Buyer Representatives will be charged to Buyer.

6. Anyone caught stealing, removing parts, taking keys, or damaging vehicles will be arrested and prosecuted to the fullest extent of the law.

7. Buyer acknowledges that JAA Facilities are monitored by video surveillance. By entering JAA premises, Buyer consents to such monitoring and the disclosure and use of resulting recordings for JAA’s purposes.

8. Buyer must have proper attire to access JAA Facilities.

Online Bidding Terms and Conditions

Registration - Buyer must be in good standing in order to gain access to or bid on vehicles offered via JAA’s Internet-based vehicle bidding program and procedures (the “System”). By registering for and using the System, Buyer agrees to be bound by the terms and conditions provided herein, any and all other terms and conditions outlined on run lists or announced at live auctions, the JAA Terms of Use, and the JAA Privacy Policy. If, at any time, Buyer does not agree with the terms and conditions of the Auction Rules, Terms of Use, or Privacy Policy or of any subsequent amendments thereto, Buyer must immediately discontinue using and accessing the System.

Logins- Buyer will receive an JAA Online Bidding Login ID (“Login”) and a default password. Buyer is responsible for changing the default password for its Login and maintaining the confidentiality of its updated password. Buyer is fully responsible for all bids placed with its Login and for any/all charges, which may accrue to Buyer’s account. Buyer agrees that Buyer’s Login will only be used by or disclosed by Buyer to duly authorized employees/agents on Buyer’s account. Payment responsibility remains with Buyer for all bids placed by Buyer and Buyer’s authorized bidders via Buyer’s Login. Buyer agrees to immediately notify JAA of any unauthorized use of Buyer’s Login or any other potential or actual breach of the System’s security. Buyer agrees to exit from the System at the end of each session to minimize the possibility of an unauthorized person using Buyer’s Login. Buyer’s Login and account cannot be transferred or assigned to any other person or entity.

Online Bids/Suspension - Buyer acknowledges that once the System accepts an online bid, it cannot be deleted but can be reduced to the current high bid amount. Please be careful when placing bids. Buyer acknowledges that JAA reserves the right, in its sole discretion, to delete, disable or suspend Buyer’s Login at any time with or without notice for any reason including, but not limited to, nonpayment or late payment of any money due JAA, failure to claim a vehicle, or expired registration or license. Buyer further acknowledges that JAA reserves the right to change the System or the general business practices related to the System, at any time, temporarily or permanently, in its sole discretion, with or without notice.

Online Bidding Fee - An Online Bidding Fee will be added to the total purchase price for each vehicle purchased via the System from a live auction Facility in addition to other fees that may apply.

Disclaimers, Representations, and Warranties

PLEASE READ CAREFULLY AS THE FOLLOWING PROVISIONS AFFECT A BUYER’S LEGAL RIGHTS AGAINST JAA.

BY REGISTERING WITH JAA AS A BUYER AND PRIOR TO PLACING A BID AT AUCTION, BUYER WARRANTS THAT BUYER HAS READ AND UNDERSTANDS THE FOLLOWING CONDITIONS OF SALE AND AGREES TO BE BOUND BY THEM:

1. ALL VEHICLES SOLD THROUGH JAA’S AUCTIONS ARE SOLD “AS IS, WHERE IS,” WITH NO WARRANTY, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY.

2. JAA MAKES NO WARRANTY OR REPRESENTATION AS TO THE CONDITION OF ANY VEHICLE OR ANY OF ITS COMPONENT PARTS WHEN JAA PROVIDES INFORMATION ABOUT A VEHICLE FOR SALE.

3. JAA MAKES NO WARRANTY OR REPRESENTATION FOR, AND UNDERTAKES NO DUTY TO CONFIRM THE ACCURACY OR COMPLETENESS OF, ANY INFORMATION PROVIDED IN ORAL, WRITTEN OR IMAGE FORM TO BUYER REGARDING ANY VEHICLE FOR SALE, INCLUDING INFORMATION PROVIDED BY A DEPARTMENT OF MOTOR VEHICLES, MOTOR VEHICLE DIVISION, OR DEPARTMENT OF REVENUE.

4. IT IS THE SOLE RESPONSIBILITY OF BUYER TO ASCERTAIN, CONFIRM, RESEARCH, INSPECT, AND/OR INVESTIGATE ANY VEHICLE FOR SALE PRIOR TO PLACING A BID. BUYER EXPRESSLY AGREES NOT TO BASE A BID OR OTHERWISE RELY ON ANY INFORMATION PROVIDED BY JAA. THIS INFORMATION INCLUDES, BUT IS NOT LIMITED TO, THE YEAR, MAKE, MODEL, VIN, MILEAGE, ODOMETER DISCLOSURE, TITLE, AIRBAGS, VEHICLE’S CONDITION, ACTUAL CASH VALUE, ESTIMATED REPAIR COST, DAMAGE TYPE, IMAGES, SALE DOCUMENT, WHETHER THE VEHICLE HAS A CATALYTIC CONVERTER, KEYS, OR VIN PLATES, AND WHETHER OR NOT A CAR STARTS OR RUNS. BUYER UNDERSTANDS THAT JAA IS NOT RESPONSIBLE FOR MILEAGE OR ODOMETER DISCREPANCIES.

5. ANY STATEMENT THAT ANY VEHICLE HAS A PARTICULAR PART, INCLUDING BUT NOT LIMITED TO “KEYS PRESENT,” MEANS THAT A PARTICULAR PART WAS NOTED UPON ARRIVAL AT JAA’S FACILITY, BUT IS NOT A REPRESENTATION OR WARRANTY THAT SUCH PART WILL BE PRESENT AT ANY TIME THEREAFTER. JAA IS NOT RESPONSIBLE FOR MISSING PARTS. IT IS BUYER’S RESPONSIBILITY TO INSPECT AND CONFIRM THE NOTED PARTS ARE PRESENT PRIOR TO PLACING A BID.

6. ANY STATEMENT THAT A VEHICLE STARTS (SUCH AS THROUGH A ‘“Y” UNDER THE “STARTS” COLUMN) MEANS THAT THE VEHICLE WAS STARTED (EITHER WITH OR WITHOUT A JUMP) UPON ARRIVAL AT JAA’S FACILITY. IT IS NOT A WARRANTY OR REPRESENTATION THAT THE VEHICLE WILL START OR RUN AT ANY TIME THEREAFTER OR THAT THE VEHICLE IS ROADWORTHY.

7. ANY STATEMENT THAT A VEHICLE RUNS OR DRIVES (SUCH AS THROUGH AN AUCTION NOTATION “RUN AND DRIVE”) MEANS THAT THE ENGINE STARTED (EITHER WITH OR WITHOUT A JUMP), BOTH THE FORWARD AND REVERSE GEARS ENGAGED AND FROM THE STARTING POSITION, THE STEERING WHEEL MADE ONE FULL ROTATION TO THE RIGHT AND ONE FULL ROTATION TO THE LEFT, ALL AT THE TIME OF ARRIVAL AT JAA’S FACILITY. IT IS NOT A REPRESENTATION OR WARRANTY THAT IT WILL DO SO ANY TIME THEREAFTER OR THAT THE VEHICLE IS ROADWORTHY.

8. ANY STATEMENT THAT AIR BAGS ARE INTACT (SUCH AS THROUGH AN AUCTION NOTATION “INTACT” AIRBAGS) MEANS THAT THE AIRBAGS APPEARED NOT TO BE DEPLOYED UPON ARRIVAL AT JAA’S FACILITY. IT IS NOT A WARRANTY OR REPRESENTATION THAT THE AIRBAGS ARE IN FACT PRESENT OR OPERATIONAL. JAA DOES NOT INSPECT OR CONDUCT TESTING ON THE AIRBAGS TO ENSURE THAT THE AIRBAGS ARE IN FACT PRESENT OR OPERATIONAL. BUYER ACKNOWLEDGES AND AGREES THAT VEHICLES OFFERED BY JAA MAY CONTAIN DEPLOYED AIRBAGS THAT HAVE NOT BEEN REPLACED.

9. A GENERAL STATEMENT REGARDING THE LOCATION OF DAMAGE TO THE VEHICLE, SUCH AS “FRONT END DAMAGE” OR “REAR END DAMAGE,” IS NOT INTENDED TO BE INCLUSIVE OR EXHAUSTIVE OF ALL OF THE DAMAGE THE VEHICLE HAS SUFFERED.

10. THE IMAGES OF THE VEHICLE THAT JAA PROVIDES ARE NOT INTENDED TO EXHAUSTIVELY DISPLAY THE CURRENT CONDITION OF THE VEHICLE. JAA MAKES NO WARRANTY OR REPRESENTATION ABOUT THE CONDITION OF THE VEHICLE BY PROVIDING THESE IMAGES.

11. IN ACCORDANCE WITH APPLICABLE STATE LAW, BUYER ACKNOWLEDGES AND AGREES THAT VEHICLES SOLD WITH A CLEAR TITLE MAY HAVE A SALVAGE HISTORY.

12. JAA DOES NOT WARRANT OR REPRESENT THAT VEHICLES CURRENTLY MEET OR CAN BE MODIFIED TO MEET LOCAL EMISSION AND/OR SAFETY REQUIREMENTS.

13. JAA DOES NOT WARRANT OR REPRESENT THAT VEHICLES SOLD CAN BE LEGALLY REGISTERED IN ANY STATE OR COUNTRY OR EXPORTED TO ANOTHER COUNTRY. BUYER ACCEPTS ANY AND ALL RISKS ASSOCIATED WITH VARIATIONS IN STATE OR COUNTRY SALE DOCUMENT AND REGISTRATION LAWS AND THE POSSIBILITY THAT THOSE MAY NEGATIVELY IMPACT THE MARKETABILITY OF VEHICLES PURCHASED AT JAA. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT A STATE OR COUNTRY MAY CHANGE A VEHICLE’S TITLE OR BRAND CLASSIFICATION AFTER IT IS PURCHASED BY BUYER AND THAT JAA ASSUMES NO RESPONSIBILITY FOR THAT CHANGE IN CLASSIFICATION OR ANY CONSEQUENCES FLOWING THEREFROM. FOR EXAMPLE, BUYER MAY PURCHASE A VEHICLE IN ONE STATE UNDER A CLEAR SALE DOCUMENT BUT MAY BE REQUIRED TO SELL THE SAME VEHICLE UNDER A SALVAGE SALE DOCUMENT IN A DIFFERENT STATE. ANOTHER EXAMPLE IS THAT CUSTOMS MAY NOT APPROVE THE EXPORTATION OF A VEHICLE. IT IS THE BUYER’S SOLE RESPONSIBILITY TO ASCERTAIN, CONFIRM, RESEARCH, INSPECT AND/OR INVESTIGATE ANY VEHICLE FOR SALE PRIOR TO PLACING A BID TO CONFIRM SALE DOCUMENT, STATE REGISTRATION, OR EXPORT REQUIREMENTS.

14. JAA DOES NOT GUARANTEE OR WARRANT THAT SHRINK WRAP WILL COMPLETELY PROTECT A VEHICLE AND ITS INTERIOR OR COMPONENT PARTS AGAINST THE ELEMENTS. JAA DOES NOT GUARANTEE OR WARRANT THAT A SHRINK WRAPPED VEHICLE WILL REMAIN SO UNTIL THE TIME THE VEHICLE IS PICKED UP BY BUYER.

15. NMVTIS REPORTING: VEHICLES LISTED FOR SALE AND SOLD AT JAA MAY HAVE BEEN REPORTED TO THE NATIONAL MOTOR VEHICLE TITLE INFORMATION SYSTEM (NMVTIS) AS REQUIRED BY APPLICABLE LAW. BUYER ACCEPTS ALL RISKS ASSOCIATED WITH PURCHASING VEHICLES AT JAA ARISING OUT OF OR RELATED TO ANY NMVTIS REPORTING BY JAA OR JAA’S VEHICLE PROVIDERS. BUYERS MAY BE SUBJECT TO NMVTIS REPORTING REQUIREMENTS WHEN PURCHASING CERTAIN VEHICLES. FOR MORE INFORMATION ON REPORTING REQUIREMENTS, EXEMPTIONS, AND HOW TO OBTAIN A NMVTIS REPORTING ID VISIT www.vehiclehistory.gov.

16. SAFETY RECALL WARNING - Buyer acknowledges that Vehicles may be or may have been subject to one or more manufacturers recall for safety related items. Recalls may be researched at NHTSA.org, as well as the manufacturer’s internet website. Certain parts subject to those recalls may still be present in the Vehicles. Buyer’s purchase of the Vehicle acknowledges this warning; Buyer assumes full responsibility to identify such recalls, and will refrain from re-using or selling any part subject to such safety recalls.

Defective Equipment - Buyer acknowledges and agrees that no motor vehicle equipment (including a tire) that is the subject of a decision under section 30118(b) of Title 49 U.S.C. or a notice required under section 30188(c) of Title 49 U.S.C. is sold for installation on a motor vehicle.

Precondition to Claims - Buyer shall not institute legal proceedings against JAA without first completing the dispute resolution process set forth below. Buyer agrees that failure to complete this dispute resolution process is grounds for dismissal without prejudice of any legal proceedings. Buyer shall direct any complaint to JAA and not to its consignors.

Dispute Resolution Process - The following dispute resolution process shall apply to any Dispute related to or arising out of Buyer’s relationship with JAA, including but not limited to Disputes related to or arising out of vehicles sold by JAA, JAA auction events, the registration or bidding process, or the Buyer Agreement: If Buyer’s complaint relates to a vehicle offered for sale by JAA, Buyer shall first notify JAA of the Dispute in writing at least thirty (30) days in advance of initiating arbitration or the small claims court action (if applicable) described herein and attempt to informally negotiate a resolution to the Dispute in good faith. Notice to us should be sent via certified mail to: CustomerService@JAAi.com. The notice of Dispute must: (a) include your name, address, phone number, and e-mail address(es) used to register with or use the services; (b) describe the nature and basis of the dispute; (c) identify the JAA facility from which the Dispute arose; (d) enclose and/or identify all relevant documents and/or information; and (e) set forth the specific relief sought. If JAA and you do not reach an agreement to resolve the Dispute within thirty (30) days after the notice is received, you may commence with a formal arbitration proceeding or small claims court action (if applicable).

Choice of Law - The laws of the State of Illinois shall apply to any Dispute arising out of or related to the Buyer Agreement, notwithstanding any state’s choice of law rules to the contrary.

Submission to Arbitration

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. YOU UNDERSTAND AND AGREE THAT BY THIS PROVISION, BUYER AND BUYER REPRESENTATIVES ARE FOREGOING THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. YOU AGREE THAT ANY AND ALL DISPUTES THAT HAVE ARISEN OR MAY ARISE BETWEEN JAA AND BUYER (INCLUDING BUYER REPRESENTATIVES) SHALL BE RESOLVED EXCLUSIVELY THROUGH FINAL AND BINDING ARBITRATION, RATHER THAN IN COURT, EXCEPT THAT YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT, IF YOUR CLAIMS QUALIFY.

Buyer, Buyer Representatives, and JAA agree that any and all claims or disputes between them (“Disputes”) shall be submitted to and resolved exclusively by binding arbitration instead of litigation, except as otherwise specifically provided below. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award.

This agreement to arbitrate is intended to be broadly interpreted. It includes, but is not limited to: (1) Disputes arising out of or related in any way to vehicles listed for sale at any JAA facility; (2) Disputes arising out of or related in any way to transactions, payments, or fees associated with vehicles listed for sale at any JAA facility; (3) Disputes arising out of or related in any way to the Buyer Agreement; (4) Disputes that arose before your agreement to the Buyer Agreement or any prior agreement; (5) Disputes that are currently the subject of purported class action litigation in which you are not a member of a certified class; and (6) Disputes that may arise after the termination of your use of the services.

A. MANDATORY AND BINDING ARBITRATION PROCEDURES

1. The Federal Arbitration Act and federal arbitration law apply to arbitration under the Buyer Agreement. The arbitration shall be held in Cook County, Illinois or the county in which the JAA Facility involved with the claim is located. You and JAA may elect to have the arbitration conducted based solely on written submissions, subject to the arbitrator’s discretion to require an in-person hearing. In cases where an in-person hearing is held, you or JAA may attend by telephone, unless the arbitrator requires otherwise.

2. The arbitrator will decide the substance of the Dispute in accordance with the laws of the state of Illinois, regardless of choice of law principles, and will honor all claims or privilege recognized by law. The arbitrator will have the power to award a party any relief or remedy that the party could have received in court in accordance with the law(s) that apply to the Dispute. Any result reached by the Arbitrator shall be final and binding on all parties to the arbitration, and no appeal may be taken. Any party to any award rendered in such arbitration proceeding may seek a judgment upon the award and that judgment may be entered thereupon by any court having jurisdiction.

3. Payment of all filing, administration and arbitrator fees will be governed by the American Arbitration Association’s rules, unless otherwise stated in these Auction Rules. JAA will pay as much of the filing, administration and arbitrator fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive, unless the arbitrator determines that the Dispute was filed for purposes of harassment or is patently frivolous. Reasonable documented attorneys’ fees of both parties will be borne by the party that ultimately loses.

B. CLASS ACTION WAIVER: ANY PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION. NEITHER PARTY SHALL BE A MEMBER IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION OR PROCEEDING, AND THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY’S INDIVIDUAL DISPUTE OR CLAIM. UNLESS THE PARTIES AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S DISPUTES, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. JAA DOES NOT CONSENT TO CLASS ARBITRATION. THE PARTIES HEREBY WAIVE ANY RIGHT TO A JURY TRIAL.

C. ARBITRATION OPT OUT: You have the right to opt out and not be bound by this arbitration provision by sending written notice of your decision to opt out to: legalnotices@JAAi.com. This notice must be sent within thirty (30) days of when you first register as a Buyer or, if you are already a Buyer, upon initial release of this arbitration provision, within thirty (30) days of your acceptance of these terms.

1. The opt-out notice must state that you do not agree to this agreement to arbitrate and must include your name, address, phone number and e-mail address(es) used to register as a Buyer. You must sign the opt-out notice for it be effective. Any opt-out not received within the applicable thirty (30) day period set forth above will not be valid.

2. If you optout of the agreement to arbitrate, you and JAA agree that any Disputes will be resolved by a state or federal court located in Cook County, Illinois, and you consent to the jurisdiction and venue of such court.

D. SMALL CLAIMS. You may choose to pursue your Dispute in small claims court (rather than arbitration) where jurisdiction and venue over JAA and you are proper, and where your claim does not include a request for any type of equitable relief, and so long as the matter advances on an individual (non-class) basis.

E. INJUNCTIVE RELIEF: Notwithstanding anything to the contrary in the foregoing, either party may bring suit in court seeking temporary or preliminary injunctive relief, which shall then be subject to review by the arbitrator should such party further seek permanent injunctive relief in arbitration.

F. TIME LIMIT TO PURSUE DISPUTE. You agree that regardless of any statue or law to the contrary, any claim or cause of action arising out of or related to the Buyer Agreement or your relationship with JAA must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Limitation of Liability

NOTWITHSTANDING ANYTHING IN THESE AUCTION RULES TO THE CONTRARY, UNDER NO CIRCUMSTANCES WHATSOEVER SHALL JAA BE LIABLE TO BUYER FOR ANY SPECIAL, EXEMPLARY, CONSEQUENTIAL, INDIRECT, OR INCIDENTAL DAMAGES OF ANY KIND WHATSOEVER, INCLUDING CLAIMS FOR LOST PROFITS OR LOST BUSINESS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE. BUYER’S SOLE REMEDY FOR CLAIMS SHALL BE FOR RESCISSION OF THE SALE OF THE AFFECTED VEHICLE. IN NO EVENT WILL JAA’S LIABILITY FOR ANY CLAIM OF ANY KIND, WHETHER BASED IN CONTRACT, WARRANTY, TORT, STRICT LIABILITY OR OTHERWISE, FOR ANY LOSSES OR DAMAGES ARISING OUT OF, CONNECTED WITH, OR RELATED TO, THE BUYER AGREEMENT OR THE PERFORMANCE OR BREACH THEREOF, OR ANY VEHICLE OR THE USE OR PERFORMANCE THEREOF, EXCEED THE AMOUNT PAID BY BUYER FOR THE RELATED VEHICLE HEREUNDER. BUYER SHALL NOT BE ENTITLED TO ANY ADDITIONAL DAMAGES INCLUDING BUT NOT LIMITED TO REPAIR COSTS, TRANSPORTATION COSTS, INSPECTION COSTS, OR LOST PROFITS.

No Assignment/No Third Party Beneficiaries

Buyer shall not assign its rights or privileges under this Agreement to any third party. There are no third-party beneficiaries to Buyer’s account or the Buyer Agreement.

Termination

Buyer may terminate the Buyer Agreement at any time by ceasing to participate in JAA auctions and ceasing to access the services or systems covered by the Buyer Agreement. JAA may terminate the Buyer Agreement for any reason or no reason at all with or without notice at any time. Termination shall not affect the rights and obligations of the parties that accrued prior to the effective date of termination, or affect existing sales for vehicles, and the Buyer Agreement shall continue in effect with respect to such rights and obligations, including any claims relating thereto. Any provisions contained in the Buyer Agreement which by their nature or effect are required or intended to be observed after termination will survive the termination and remain binding, including but not limited to those terms relating to dispute resolution, disclaimers, releases, indemnity and limitations of liability.

Severability/Modifications

If any portion of these Auction Rules is deemed unlawful, void or unenforceable, that portion will be deemed severable and will not affect the validity or enforceability of the remaining provisions. The Buyer Agreement, and the Facility and other terms referenced herein, set forth the entire understanding between Buyer and JAA with respect to participation in JAA Auctions and sale of vehicles and supersede any prior or contemporaneous communications, representations, or agreements, whether oral or written, between Buyer and JAA with respect to such subject matter hereof.