DEALER PARTNER TERMS OF USE

ACCEPTANCE

1. By accepting the ToU and/or enrolling with Valuedrive, Dealer Partner hereby confirms that Dealer Partner is eligible (as specified in the "Eligibility Conditions" as per Clause 2 of this ToU) wishing to bid at Valuedrive auction.
2. If Dealer Partner does not agree to the ToU, please do not bid at Valuedrive.
3. If Dealer Partner accesses and uses the bidding facility at Valuedrive, Dealer Partner agrees to and is bound by these ToU.
4. An enrolled Dealer Partner may choose to place respective bids for auction purchase of Vehicle(s) conducted either in person, telephonically or mobile facility or via Valuedrive’s website.

ELIGIBILITY CONDITIONS:

1. Dealer Partner must only be a valid business entity that is licensed dealer of motor vehicles in good standing. State-specific registration requirements and applicable laws, regulations, and restrictions may further limit Dealer Partner enrolment and vehicle purchasing eligibility, if Dealer Partner fails to provide sufficient proof thereof. Valuedrive reserves the right to deny member privileges to, or exclude from Valuedrive auction facilities, any entity, in its sole and absolute discretion
2. The Dealer Partner must submit the following documents as evidentiary proof of the existence of the business entity and promptly notify us of any change in the information provided:
   1. Permanent Account No. (PAN) allotted in the name of the said business entity.
   2. Copies of current government issued statutory registration certificates, and additional documents as listed in Annexure-1 hereto
3. Acceptance of the enrolment documentation rests solely at the discretion of Valuedrive.
4. The requirement of the documents is based on the applicable statutory guidelines and which may change from time to time by concerned and competent government authorities. In case of any change in requirements/ applicable law the Dealer Partner may be required to submit additional documents. Valuedrive reserves the right for de- enrolment of Dealer Partner from the Valuedrive auction enrolment without any prior notice and for which Valuedrive shall not make any future adverse claims against Valuedrive.

ENROLLMENT PROCEDURE:

1. The Dealer Partner has to fill the basic particulars in mobile apps and submit the documents provided in annexure -1(referred as Dealer Partner Enrollment Application Form/Enrolment Form) with Valuedrive. Valuedrive, upon receipt of this Enrollment Form and upon successful verification of the documents submitted with your enrolment form, you shall be confirmed your Enrollment with us as a Dealer Partner. You will then receive a Dealer Partner ID from our authorized Business Development Manager (BDM)/Accounts Manager(AM) and will be assigned a key account manager (KAM), who will be your point of contact for all future support. You understand that the submission of this Enrollment Form does not entitle you any right to be enrolled/keep enrolled with us until You comply with any of the pre-requisites for the enrolment that is applicable from time to time and which shall be communicated to You upon receipt of Your Dealer Partner Enrolment Form with us. You expressly agree to physical verification of documents and your address by our authorized representatives if there is more information required from you for the enrolment or if there is a discrepancy in the information provided.
2. Upon receipt of the Dealer Partner ID, the Dealer Partner shall be liable to submit the Security Deposit as a performance security deposit with Valuedrive to become eligible to Bid for Vehicles after being enrolled. Dealer Partner are required to submit a non-interest bearing Refundable Security Deposit (Security Deposit) of INR 10,000/- (INR Ten Thousand Only) at the time of enrolment through NEFT/ RTGS/ IMPS/Digital Wallet/UPI and submit proof of the same to the mobile apps which is verified by the BDM/AM. This amount is refundable subject to the Dealer Partner only incase, (a) no auction shall be won by the Dealer in preceding 10 days or (b) all car(s) procured by the Dealer from Platform has been transferred to the eventual buyers . However, Valuedrive reserves the right to set off any amounts paid by Dealer Partner to us against any amount due from Dealer Partner to us, including any deposit, fees or damages payable by Dealer Partner under these ToU. Should we retain, apply or use all or any portion of the Security Deposit as set out above, Dealer Partner shall within 1 (One) day upon request therefor deposit monies with Valuedrive sufficient to restore said Security Deposit to the full amount required by these ToU.
3. If a cancellation is initiated by you after winning the Bid but the Token Amount has not been paid by you for 24 hours from time of winning the bid, Valuedrive will forfeit INR 10,000/- from the Security Deposit in full. Alternatively, if you cancel the Transaction after winning the Bid and paying the Token Amount an amount equivalent to the higher of INR 10,000/- or the Token Amount will be forfeited.
4. The Security Deposit amount shall be fixed at the sole discretion of Valuedrive and may be amended from time to time as per business requirements.
5. Dealer has approached Spinny who is also engaged in the similar business and desire their interest to purchase the motor vehicle(s) and agrees to submit his/her/their personal information provided hereinabove in the Dealer Partner Enrolment Application Form.

ENROLMENT, ACCESS AND USAGE

1. The relationship between Valuedrive and Dealer Partner shall be independent and non-exclusive i.e., Valuedrive shall not be restricted from enrolling other Dealer Partner/s. If you use the auction facility, Dealer Partner shall be solely responsible for maintaining the confidentiality of Dealer Partner’s account credentials and Dealer Partner agree to accept responsibility for all activities occurring under Dealer Partner’s account. If at any point feel that Dealer Partner’s account credentials may have been compromised, please bring it to our attention immediately.
2. Any data and/or information including the present ToU and transaction documents being shared by Valuedrive and/or comes to the knowledge of the Dealer Partner shall always remain as a Confidential Information of Valuedrive and the Dealer Partner shall be under a strict obligation to keep the same Confidential and not to disclose to any third party.
3. These ToU and all transaction documents contained herein are subject to modification/amendment/ change upon the sole discretion of Valuedrive.
4. The execution/acceptance of these ToU and submission of the Dealer Partner Acknowledgement Form by the Dealer Partner with Valuedrive shall be sufficient evidence of the fact that the Dealer Partner has accepted the ToU in their entirety and the said Dealer Partner shall strictly comply with the same during the subsistence of the Dealer Partner as an Enrolled Dealer Partner with Valuedrive.
5. Valuedrive shall have the exclusive right to de-enroll the Dealer Partner in case of any non-compliance of the ToU and/or breach of the ToU or the Dealer Enrollment Acceptance Form without any prior notice and which shall be on the sole, cost(s) and consequence(s) of the Dealer Partner.

BIDDING PROCESS

1. The Dealer Partner while assessing the Dealer Partner Enrolment Application Form shall have the privilege to explore, review and avail the opportunity to Bid for any Vehicle available for Bid in the Application. The Dealer Partner can also as per his own analysis and decision apply for and make a bidding for any Vehicle with Valuedrive. The Enrolled Dealer Partner shall be able to Bid only after the Dealer Partner has complied with and fulfills the requirements for the Bidding Process as set out in this clause.
2. The Enrolled Dealer Partner, however, if does not fulfill the RSD criteria (as defined under Clause 7) does not bid for any Vehicle continuously for a period of 3 (Three) months then the enrolment may be suspended and/or restricted by Valuedrive without any prior notice.
3. Any bid submitted by the Dealer Partner to the KAM will remain valid for a period of ten (10) days (Bidding Period) from the date Dealer Partner has placed the Bid. Dealer Partners are required to honour any payment request made by Valuedrive within this time period in case they win the Bid for the particular Vehicle.
4. After the close of the Bidding Period, in case the BDMs feel that the ongoing sale transaction is possible and they will need some additional time, they may reach out to the Dealer Partner and request to extend the time period for bid validity by mutual agreement.
5. The Dealer Partner shall, make the full and final payment of the Final Bid Amount as set out in Clause 8 below.
6. Payments to Valuedrive by the Dealer Partner can be made via online payment mode: NEFT/RTGS/IMPS/UPI/Digital Wallet/POS. Payments through the Cheque and demand draft shall be accepted only at sole discretion of Valuedrive. Any cheque returned for insufficient funds will be subject to Valuedrive’s insufficient funds processing fee. Dealer Partner shall be liable for, and agrees to reimburse Valuedrive for, any and all collection costs, fees, and expenses (including attorneys’ fees) associated with or relating to insufficient funds on cheque payments and other past due accounts, including but not limited to collection agency fees, if any. Delivery of the Vehicle shall be handed over to the Dealer Partner only after full and final payment towards the Vehicle involved in the winning bid by Valuedrive in its bank account.
7. The Enrolled Dealer Partner shall not possess any rights, under any circumstances including but not limited to any claim rights, title and/or any right of ownership of the Vehicle, unless the full and final payment is received by Valuedrive.

OBLIGATIONS OF DEALER PARTNER

1. The Dealer Partner shall transfer the ownership in the name of the subsequent buyer of the Dealer Partner for the vehicle purchased by Dealer Partner after the winning bid and ensure the registration certificate is endorsed in the name of the new buyer no later than 90 (Ninety) days from the date of delivery to the Dealer Partner. . In case ,Dealer fails to transfer the vehicle in the name of subsequent buyer, Seller shall possess all rights to withhold the statutory documents of the vehicle along with any other vehicle transacted by the Dealer with Seller whether previously or subsequently and Seller shall reserve the right to register the vehicle in the name of Dealer Business name and Dealer shall under the obligation to appear before the respective authority on the date as intimated by the Seller, for completing the process of vehicle registration. Valuedrive reserves its right to set off all losses or damages from the RCD or if any amount remains pending shall be set off against the security deposit or wallet balance of the Dealer ,on account of any delay in transfer of registration certificate or registration of vehicle in the name of Dealer with the respective Regional Transport Authority. In case, Dealer fails, Dealer shall indemnify Seller or its directors, employees, agent and its associates and service providers, from all loss, claims, expenses, liabilities and damages including litigation expenses and fees, arising in relation to failure to register the Motor Vehicle in the aforesaid time limit.
2. Dealer Partner is not in violation or contravention of applicable laws, rules and regulation governing this Dealer Partner Enrolment Form or the Auction Dealer Partner Guide and Terms of Use.
3. The Dealer shall take handover all documents which are made available to Valuedrive by the Seller at the time of procurement of the Vehicle.
4. Seller's liability in respect of the Vehicle purchase by the Dealer Partner shall end upon transfer of all right, title and interest to the Dealer Partner as a new owner of the Vehicle. Dealer Partner alone shall be responsible for all risk, cost and consequences after such transfer of right, title and interest in the name of Dealer Partner. For purpose of this Agreement all the right, title, interest in a vehicle shall be deemed to be transferred in favour of the Dealer Partner immediately after receipt of the Bid Amount+ Token Amount+ RCD plus any additional charges for services availed by Dealer Partner (if any) (“Final Bid Amount”) and simultaneous delivery of possession of the vehicle to the successful Dealer Partner. Upon transfer of the ownership of Vehicle in the name of the Dealer Partner, the Dealer Partner alone shall be responsible and liable for any penalty, fees, charges and any other legal demands relating to each vehicle purchased by the Dealer Partner.
5. Dealer agrees that, Dealer has verified and satisfied himself or through its authourised representative with the condition of the Vehicle and further agrees to purchase the said Vehicle, from on an as-is where-is basis without any ambiguity.
6. The Dealer Partner is liable to take the delivery of the vehicle from Valuedrive. In case the Dealer Partner authorizes someone else to take the delivery of the vehicle for and on its behalf then the Dealer Partner shall be solely liable for any issues/loss(es)/ damage(s) arising out of the same. Valuedrive, however, reserves the right to deny the delivery of the Vehicle to any third person at its sole discretion and/or demand and retain any identification documents of any such authorized person.
7. Dealers agree that Spinny shall have the right to set off any amount due from the Dealer to Spinny with any amount due from Spinny to the Dealer
8. Dealer acknowledges that after delivery of Vehicle, Dealer is solely responsible for any damage or liability including,any third-party claim or damages arising due to any reason upon the use of/possession of Vehicle and until registration certificate is duly endorse in the name of end customer.The Dealer shall indemnify the Seller for any loss, injury, costs and direct or indirect damages caused to Seller or any third party that are independently attributable to the any mistake or fault of Dealer or its representative, shall be solely borne by Dealer.
9. Dealer acknowledges that after delivery of Vehicle, Dealer shall pay the all challans levied post delivery of vehicles and Fast -tag payments within the time frame. However, incase fails to clear the challans or Fast Tag payments, the Seller shall pay the such challans or Fast-tag payment on behalf of the Dealer , shall deduct the same from the RCD, security deposit or wallet balance of the Dealer.
10. Dealer agrees and covenant that , the seller shall not be liable for the transfer of vehicle registration or any other documents or appearance of party to whom vehicle was procured by the Seller, incase Dealer fails to transfer and register the vehicle to subsequent buyer within the period of 90 days from the date of purchase of vehicle. It shall be considered as violation of the terms and conditions of the agreement and shall not be liable for any losses or damages to Dealer.
11. Dealer agree and represent that, if any credit balance amount is pending in the ledger account/CRM, which is maintained with the Seller, that Credit balance amount shall be treated as the interest free refundable security deposit which may be adjusted/forfeited against any existing or future dealer obligations. However, Dealer at its discretion, may take the refund of the said interest free security deposit, subject to clearance of all pending obligations under this agreement.

REGISTRATION SECURITY DEPOSIT (RCD)

1. Dealer Partner will be required to deposit a non interest bearing security deposit of INR 5000/- at the time of making the final payment towards securing the ownership transfer of the purchased vehicle in the name of the subsequent buyer.
2. RCD will be refunded only upon submission of buyer KYC and proof of RC transfer, which is to be completed within 90 (Ninety) days from the date of purchase. After ownership transfer, Valuedrive will refund the RCD within 2(Two) days form the date of approval of the RC transfer proof. RCD amount will be refunded in the wallet of the Dealer Partner provided at the time of registration. Request for any other mode for RCD refund (Cash, Cheque etc.) will not be entertained.
3. RCD will not be refunded against Interstate NOC.
4. RCD cannot be adjusted against payment of any other vehicle.
5. Dealer represents that the Dealer shall take the delivery of the vehicle for re-sale purposes only and for the purpose of its business only. Further the dealer shall accordingly be liable to transfer the registration certificate of the vehicle in the name of the end-buyer within the period of 90 days from the date of delivery. Valuedrive shall possess all rights to withhold the statutory documents of the vehicle along with any other vehicle transacted by the Dealer with Valuedrive whether previously or subsequently and/or adjust and/or withhold and/or forfeit any amounts and/or costs incurred by Valuedrive, from the account of the Dealer maintained by Valuedrive, in case of breach of the terms and conditions by the Dealer. Valuedrive shall refund any amount kept on hold as a RSD (if any) for the compliance of this clause in the account of the Dealer maintained by Valuedrive upon receipt of the copy of the fresh/transferred registration certificate of the vehicle within 90 days. Dealer acknowledges that submission of a No-Objection Certificate for inter-state transfers for the vehicle shall not be treated or deemed to be a compliance of this TOU.

PAYMENT TERMS:

1. Token Amount:
   1. The Dealer Partner is required to pay the Token Amount towards purchasing the vehicle within 3 days from the time of notification by Valuedrive. The Token amount applicable will beRs.10,000/-The token amount shall vary with the price of the CAR and shall be informed the Dealer prior to procurement by the Dealer.

      • Option 1:

      Bid Value	Token Amount
      <= INR 3 lacs	INR 10,000
      INR 3 to 6 lacs	INR 15,000
      INR 6 to 10 lacs	INR 20,000
      INR 10 lacs	INR 50,000

      • Option 2:Dealer Partner must pay amount of token equal to 10% of Bid value

      Failure to pay the Token Amount within 3 days will result in auto-cancellation of the deal and amount of INR 10,000 or any other amount as the case may be shall l be forfeited from RCD.

2. Final Bid Amount to be paid by the Dealer Partner
   1. Once the vehicle has been stocked-in, the Dealer Partner will be intimated of the same by Valuedrive. The Dealer Partner needs to make the final payment within 5 days, else it will result in imposition of penalty charges or auto-cancellation of deal.
   2. Final Bid Amount will be calculated as per the following calculation: Final Bid Amount payable = Bid Winning Value - Token Payment + Penalty Charges + RCD + Delivery Fees
   3. Penalty Charges:
      • Penalty charges are applicable in case the Dealer Partner does not make the final payment within stipulated time from the date of notification by Valuedrive. The penalty charges will be levied as per the following rules:

      Time period between Intimation Date and Final Bid Amount paid by Dealer	Penalty Charges
      Day 0 to Day 5 (Day 0 being the date of intimation to the dealer for final payment))	Nil
      Day 6 to Day 10	INR 300 per day
      Day 11	Auto cancellation. INR 10,000 to be forfeited from RSD/Wallet balance.

      • No penalty charges will be levied for days when there is a public holiday or Valuedrive auction hub (a place operated and controlled by Valuedrive and designated by the seller to take delivery of the vehicle) is not operational
3. Delivery Fees
   1. INR 800 (Indian Rupees Twelve Hundred and Fifty Only) to be charged for transaction where the Dealer has requested for vehicle to be delivered at the Dealer Partner’s designated location (within city limits or 50kms whichever is lower, and if the delivery place is located beyond this limit , Dealer shall be liable to bear the extra charges as per actuals)
   2. Once the Final Bid Amount has been paid by the Dealer Partner, the payment against the car along with the delivery preferences must be selected on the app.

DELIVERY:

Dealer Partners have two options for taking vehicle delivery:

1. Self-Pick-Up
   1. Dealer Partner can request for self-pick-up of the vehicle(s) from Valuedrive auction hub by selecting the Hub Pick-up option before making the final payment
   2. Our authorized representatives will show the vehicle at the auction hub to the Dealer Partner the before handover and take an acknowledgment from Dealer Partner around the physical condition of the Vehicle matching the Inspection Report. In case of any mismatch Dealer Partner may raise an Inspection Mismatch request as described in Cause 12 below.
2. Delivery at Dealer Partner location
   1. Dealer Partner can request delivery of vehicle(s) to their location by Selecting the home delivery option. This option is only valid for delivery within 50 kilometers from the location of the Valuedrive auction hub. This service will be provided at a fixed charge of INR 750 (Seven Hundred and Fifty Only). For other exceptional cases delivery charges will be applicable as per actuals, will be communicated pre-delivery.
   2. Delivery will only be made if the applicable delivery fees has been made for 'Delivery' option at the time of Final Bid Amount payment.
   3. Every Vehicle being delivered will be handed over to the Dealer Partner only. The Dealer Partner will need to show their Government Approved identity Vehicle at the time of vehicle being delivered. Failure to show proper identification or Dealer Partner not being present at the time of delivery will result in the Delivery being cancelled and the Vehicle will return to the Valuedrive auction hub. The amount will not be refunded in this case and the Dealer Partner will have to pay INR 750 again in case he requests for delivery again.
   4. Our technicians will show Dealer Partner the vehicle before handover and take an acknowledgement from Dealer Partner around the physical condition of the vehicle matching the Inspection Report. In case of any mismatch Dealer Partner may raise an Inspection Mismatch request on the app itself.

CANCELLATION POLICY:

1. Cancellation by Dealer Partner: In case a Dealer Partner wishes to cancel the entire deal, the following deduction will be made:

   Condition for Deduction	Amount and Source of Deduction
   Auction not won	No amount to be deducted
   Cancellation initiated after the winning bid - up to 10 days of winning the bid	INR 10,000 to de deducted from RSD/Wallet Balance
   After procurement by Valuedrive	INR 10,000 or Token whichever is higher from RSD or wallet balance

2. In case of Token Amount cancellation by Valuedrive, we will refund the total amount to the Dealer Partner within 10 (Ten) days from the date of Token Amount.

DEALER BLOCKING AND UNBLOCKING RULES:

It is the endeavor of Valuedrive to maintain a healthy relationship with its enrolled Dealer Partners. However, to maintain checks and balances in the system, Valuedrive reserves the right to block Dealer Partners from accessing Valuedrive auction that do not fulfil the criteria required Clause 5 above that the rules remain same for all the enrolled Dealer Partners. In following cases, Valuedrive reserves the right to block the dealers:

1. If the Dealer Partner is in breach of any of these ToU or other transaction documents;
2. If enrolled Dealer Partner or its authorized representative enters Valuedrive any premises that are the control of Valuedrive, its subsidiaries and affiliates with any legally prohibited item;
3. Abusive behavior with staff of Valuedrive, its subsidiaries and affiliates or other Dealer Partner.
4. If the Dealer Partner ignores or violates the parking conduct rules;
5. If the Dealer Partner initiates legal action against Valuedrive or correspondingly Valuedrive, its subsidiaries or affiliates initiates legal action against the Dealer Partner.

INSPECTION MISS REPORTING:

1. The inspection report provided by Valuedrive is indicative only of the present condition of the vehicle on the date of delivery or self pick-up. In case the Dealer Partner may have issues regarding the inspection report. In such cases, if the condition of the Vehicle received by the Dealer Partner is different from the Inspection Report, the Dealer Partner can report Inspection Miss to Valuedrive. Valuedrive will evaluate the claim by the Dealer Partner and the further course of action will get decided basis this evaluation.
2. The Dealer Partner can report Inspection Miss at the following stages:
   1. Inspection Miss Reporting at the time of Self-Pick-up
      1. Our technical partners at the Valuedrive auction hub will show Dealer Partner the vehicle before handover and take an acknowledgement from Dealer Partner around the physical condition of the Vehicle matching the Inspection Report. In case of any mismatch, the Dealer Partner can raise Inspection Mismatch requests on the app.
      2. Once the Inspection Miss request has been raised, our technical partners will understand Dealer Partner’s concerns around the vehicle, evaluate the request and provide the final verdict on it within 24 hours.
   2. Inspection Miss Reporting at the time of Delivery
      1. Our technical partners at the Valuedrive auction hub will show Dealer Partner the vehicle before handover and take an acknowledgement from Dealer Partner around the physical condition of the Vehicle matching the Inspection Report. In case of any mismatch, the Dealer Partner can raise Inspection Mismatch requests on the app.
      2. Our technical partners will call Dealer Partner immediately to understand Dealer Partner’s concerns.
      3. In case of any minor concerns, the technical partners will schedule an inspection visit at Dealer Partner’s location to evaluate the vehicle and verify the claims;
      4. In case of any major concerns, the technical partners will request the Delivery Partner to get the vehicle back to the auction hub. Once back, our technical partners will evaluate Dealer Partner’s request and provide the final verdict within 24 hours.
   3. Inspection Miss Reporting within 24 hours after Self-Pick-up/ Delivery (Valid only for Engine/ Transmission-related claims)
      1. The Dealer Partner needs to raise Inspection Mismatch request on the app within 24 hours from the Delivery.
      2. The Partner needs to return the Vehicle back to the auction hub from where the vehicle was bought
      3. Once the Vehicle is returned, our technical partners will understand Dealer Partner’s concerns around the vehicle, evaluate the request and provide the final verdict on it within 24 hours.
   4. Basis the evaluation by the technical partners, the following situations can arise:

      Situation	Action
      Request Accepted by Valuedrive Team	Dealer Partner will have the option to accept/ return the Vehicle Accept: The Vehicle will be returned to the Dealer Partner. Appropriate reimbursement will be provided to the Dealer Partner. Return: Full payment amount will be refunded to the Dealer Partner. Penalty-related charges if incurred by the Dealer Partner previously will not be refunded.
      Inspection Miss Request Rejected by Valuedrive Team	Dealer Partner will have the option to accept/ return the Vehicle Accept: The Vehicle will be returned to the Dealer Partner. INR 500 will be charged by the Dealer or deducted from the RSD. Return: 5% of the Vehicle value will be deducted and the remaining amount will be refunded to the Dealer Partner. Penalty-related charges if incurred by the Dealer Partner previously will not be refunded.

DISCLOSURE:

Dealer Partner shall remain under a continuous obligation to disclose any of the below-mentioned facts to us:

1. The details of any of Dealer Partner , its associates and working with us and/or have worked with us as employee(s) and/or consultant(s);
2. The complete details of all Dealer Partner ID’s if Dealer Partner have applied for enrolment and/or have enrolled with us with more than one Dealer Partner ID. For the sake of clarification, please note that any Enrollment done in the name of friends and/or relatives and/or known people but being operated by Dealer Partner need to be disclosed.
3. The complete details of any one or more than one Dealer Partner IDs if being operated by the same Dealer Partner in some others name.

In case the Disclosure(s) is not made by the enrolled Dealer Partner and it comes to our knowledge at a later stage then Valuedrive shall be constrained to block the access of the said Dealer Partner’s IDs in addition to any other appropriate action to be taken. Therefore, the discloser(s) for the above-mentioned information is required to be done by Dealer Partner pro-actively with us.

INTELLECTUAL PROPERTY RIGHTS:

Valuedrive reserves all rights, title, and interest in and to the trademarks, logos and other brand features. These ToU do not grant Dealer Partners any rights in the intellectual property and other documentation, reports and services except as expressly set forth herein. Valuedrive’s’ trademarks may not be used in connection with any product, service, or marketing without the prior written consent of Valuedrive. Valuedrive welcomes feedback, but reserves the right to use comments or suggestions without any obligation to the Dealer Partner.

DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITY AND INDEMNITY:

1. Dealer Partner expressly acknowledge and agree that use of the auction services provided by Valuedrive is entirely at Dealer Partner’s own risk and that the auction is provided on an "as is" or "as available" basis, without any warranties of any kind. All express and implied warranties, including, without limitation, the warranties of merchantability, fitness for a particular purpose, and non-infringement of proprietary rights are expressly disclaimed to the fullest extent permitted by law. To the fullest extent permitted by law, we, our officers, directors, employees, and agents disclaim all warranties, express or implied, in connection with the auction, delivery, inspection report Dealer Partner’s use thereof. We make no warranties or representations about the accuracy or completeness of any content on any internet application or website or the inspection report and assume no liability or responsibility for any (i) errors, mistakes, or inaccuracies of any content made available through the service, (ii) personal injury or property damage, of any nature whatsoever, resulting from Dealer Partner’s access to and use of the services, (iii) any unauthorized access to or use of our servers and/or any and all personal information and/or financial information stored therein, (iv) any interruption or cessation of transmission to or from the service, (iv) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the services by any third party, and/or (v) any errors or omissions in any content or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed, communicated, transmitted, or otherwise made available via the service.
2. In no event shall we, our officers, directors, employees, or agents, be liable for direct, indirect, incidental, special, consequential or exemplary damages (even if we have been advised of the possibility of such damages), resulting from any aspect of Dealer Partner’s use of the service, including without limitation whether the damages arise from use or misuse of the auction service, from inability to use the website or the service, or the interruption, suspension, modification, alteration, or termination of the Valuedrive auction terms. These limitations shall apply fully permitted by law.
3. Dealer Partner agree to defend, indemnify and hold harmless us, our officers, subsidiaries, affiliates, successors, assigns, directors, officers, agents, service providers, suppliers and employees, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to legal fees) arising from: (i) Dealer Partner’s use of and access of the Valuedrive auction; (ii) Dealer Partners violation of any provision of these ToU or any contract entered into with us; or (iii) Dealer Partner’s violation of any third party right, including without limitation any copyright, trademark, trade secret or other property, or privacy right. This defense and indemnification obligation will survive termination, modification or termination of these ToU and Dealer Partner’s use of the Valuedrive auction.

OTHER TERMS:

1. Document Handover & RC Transfer: Vehicle Registration Certificate (RC), Insurance and 2nd Key will be handed over to the Dealer Partner at the time of Delivery. RTO Ownership Transfer Form 28, Form 29 and Form 30 will be couriered to the Dealer Partner's address or will be hand delivered at the option of the Dealer Partner once the KYC of the subsequent buyer has been provided to KAM proof of such documents being delivered to Valuedrive. Valuedrive will retain the courier slip and/or take a receiving on a copy of the documents being delivered to the Dealer Partner.
2. Valuedrive and Dealer Partner are entering this ToU as independent contractors, and this Agreement will not be construed to create a partnership, joint venture, or employment relationship between them. Neither Party will represent itself to be an employee or agent of the other or enter into any agreement or legally binding commitment or statement on the other's behalf or in the other's name.
3. This Agreement shall be governed by the laws of India and the courts of New Delhi shall have exclusive jurisdiction for matters pertaining to this ToU and any transactional document.
4. To be effective, any waiver by Valuedrive of any of its rights or Dealer Partner’s obligations under this ToU must be made in a writing signed by Valuedrive. Waiver of any breach of any term or condition of this ToU by Valuedrive will not be deemed a waiver of any prior or subsequent breach. No failure or forbearance by Auctioneer to insist upon or enforce performance by Dealer Partner of any of the provisions of this ToU or to exercise any rights or remedies under this ToU or otherwise at law or in equity will be construed as a waiver or relinquishment to any extent of Valuedrive’s right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will be and remain in full force and effect.
5. If any provision of this ToU is invalid or unenforceable in any jurisdiction, the other provisions herein will remain in full force and effect in such jurisdiction and will be liberally construed in order to effectuate the purpose and intent of this ToU, and the invalidity or unenforceability of any provision of this ToU in any jurisdiction will not affect the validity or enforceability of any such provision in any other jurisdiction.
6. This Agreement (including all attachments hereto, and all transactional documents incorporated executed on the date of delivery and incorporated herein by reference): (a) represents the entire agreement between the Parties with respect to the subject matter hereof and supersedes any proposals, representations previous or contemporaneous oral or written agreements and any other communications between the Parties regarding such subject matter; and (b) may be amended or modified only by a written instrument signed by a duly authorized representative of Valuedrive and Dealer Partner, respectively.
7. If any difference and/or dispute arises pertaining to the interpretation of the ToU and/or acceptance of the ToU and conditions by Dealer Partner between Dealer Partner and Valuedrive, the same shall be resolved amicably by Dealer Partner and Valuedrive within a period of 7 (seven) days from the knowledge or occurring of any such difference and/or dispute. In case any such difference and/or dispute and/or any part thereof is not resolved amicably then the same shall be referred to Arbitration Tribunal consisting of a Sole Arbitrator to be appointed by Valuedrive. The award so passed by the Arbitration Tribunal shall be final and binding upon the parties. The venue shall be New Delhi and the language shall be English. The Arbitration shall be conducted in accordance with Arbitration & Conciliation Act, 1996 (including any amendments thereto).
8. In case of any conflict for applicability of any document pertaining to the auction transaction, in case the same are consistent then the same shall constitute a part of these ToU and in case of contradiction then the ToU herein shall prevail so far as the intent of the ToU contained herein is concerned. The headings provided are just for reference purposes. Some ToU may be repeated under some headings and may be construed as one only.
9. These ToU, and any rights and licenses granted hereunder, may not be transferred or assigned by Dealer Partner but may be assigned by us without restriction. Any assignment or transfer by Dealer Partner shall be null and void.
10. You have full power and authority to carry on your business in the name of your firm;
11. The execution and delivery of the Dealer Partner Enrolment Form, Dealer Partner Acknowledgement Form, transaction document with the respective seller, Auction Dealer Partner Guide and Terms of Use and all other agreements contemplated hereby will not result in breach of any terms and conditions, or constitute default under applicable laws or other obligations to which it is bound or violate any rule, regulation or law of any Government or any order, judgment or decree of any court or government body;
12. Dealer agrees that, Dealer has verified and satisfied himself or through its authourised representative with the condition of the Vehicle and further agrees to purchase the said Vehicle, from on an as-is where-is basis without any ambiguity.
13. You have read and understood the contents of Terms of Use and Dealer Partner’s Acknowledgment Form and that all Your Transactions to be held with us shall be conducted in the manner and in compliance of the rules mentioned and detailed out in Dealer Partner Enrolment Application Form and Dealer Partner’s Acknowledgment Form and Terms of Use, as amended from to time at the sole option of Valuedrive without prior notice to the Dealer Partner. You agree to remain update and be informed of any such changes and/or modifications.
14. That, Dealer has read and understood the contents of Terms and Conditions and TOU herein and that all Your Transactions to be held with us shall be conducted in the manner and in compliance of the rules mentioned and detailed out in Dealer Partner Enrolment Application Form, as amended from to time at the sole discretion of Valuedrive without prior notice to the Dealer Partner. You agree to remain update and be informed of any such changes and/or modifications.
15. Valuedrive will handover only those documents to the Dealer Partner which are made available to by the seller at the time of procurement of the Vehicle. Each Dealer Partner expressly agrees that Valuedrive may, if and to the extent necessary to comply with applicable law, disclose information regarding Dealer Partner and regarding transactions conducted by Bidder through Platform if requested to do so in any judicial or administrative proceeding or by any governmental agency or regulatory authority.
16. Nothing in this Dealer Partner Acceptance Form or in any document referred to in it shall constitute the Dealer Partner as a partner of Valuedrive.
17. Valuedrive shall be entitled to assign its rights and obligations hereunder to any person it deems fit without requiring any consent from the Dealer Partner. The Dealer partner shall not be entitled to assign its rights or obligations hereunder.

DECLERATION:

You hereby declare that

1. You are a proprietor/ partner/ director/ authorized representative of proprietorship firm/ partnership firm/ Company of which details provided in Dealer Partner Enrolment Application Form and;
2. You are in the business of selling and purchasing of vehicle(“Business”) only and;
3. The bank account number provided in the Dealer Enrolment Form is solely and exclusively use for the said Business only and;
4. You shall purchase the vehicle for Business purpose only.

DEALER PARTNER SIGNATURE & STAMP