SmartAuction Terms of Use Agreement (Updated April 16, 2016)

I.

Applicability and Acceptance of Terms of Use. This SmartAuction Terms of Use Agreement ("Terms of Use") sets out the terms and conditions for use of online vehicle auctions, accessed via either the internet (the "Online Auction") or a mobile application (the "Mobile Auction" and together with the Online Auction, the "Auction") hosted by Ally Financial ("SmartAuction"). By clicking on the "I Accept" button at the end of this Terms of Use, the Auction user ("User") agrees to the terms and conditions described below. User may contact SmartAuction at 877-273-5572 with any questions regarding the Auction.

II. Eligibility. A. The Auction is available to commercial users, approved by SmartAuction. B. User must not allow any retail customer to access, use, or attempt to purchase or sell any vehicles through the Auction. C. User must comply with all applicable legal requirements in the jurisdiction(s) in which it is located and conducts business, including, without limitation, maintaining good standing as a legally organized entity and all necessary licenses, permits, and other required authorizations for the conduct of its business as related to this Terms of Use Agreement. Any vehicle acquired in violation of any legal requirement may not be returned or arbitrated for any reason, notwithstanding any contrary provision in the Terms of Use. D. Each vehicle posted to the Auction must meet all applicable legal standards, including, without limitation, those issued by the United States Department of Transportation and the United States Environmental Protection Agency. E. SmartAuction reserves the right to do any of the following, in its sole discretion: 1. Deny access to the Auction to anyone for any reason not inconsistent with applicable law and without advance notice; 2. Limit the number of vehicles User can acquire on the Auction; 3. Limit the number of vehicles User can post for sale on the Auction; 4. Limit the amount of money User owes for any one day’s Auction activities; 5. Implement cross-line buying rules (i.e. manufacturer's restrictions, based on model-year and/or mileage, on selling particular vehicles to non-franchised Users) to certain vehicles on the Auction; 6. Restrict access to the Pick-up Authorization Report for up to 5 business days. III. Payment of Purchase Price and Fees. A. Any User that acquires a vehicle through the Auction (“Buyer”) must pay the following (collectively “Purchase Price”) which will be collected by SmartAuction for remittance to the Seller (as defined below) of the purchased vehicle, as more fully described in subsection D below: 1. The full purchase price of the acquired vehicle as reflected by the Winning Bid (as defined in Section V. A. 4. below) for the vehicle on the Auction; 2. A service fee on the acquired vehicle, which may include costs and expenses related to SmartAuction’s provision of the Auction and any and all services related to the Auction, whether provided directly by SmartAuction or a third party (“Service Fee”); SA-TOU

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B. User must pay to the appropriate third party (i.e. governmental agency) all applicable taxes and title and license fees for any vehicle purchased through the Auction. C. At any time SmartAuction may, in its sole discretion add, delete, or change some or all of the fees and/or change the time of payment. D. Buyer must pay the full Purchase Price of each vehicle acquired through the Auction at time of purchase in immediately available good funds via any of the following payment mechanisms as mutually agreed by Buyer and SmartAuction: 1. Electronic payment transaction initiated by SmartAuction in accordance with Buyer’s SmartAuction Authorization to Withdraw and Deposit Funds via Commercial Bank Automated Clearing House Transactions (the “ACH Authorization”); 2. Arrangement with Buyer’s vehicle finance source (“Financier”) whereby SmartAuction receives the Purchase Price from the Financier directly (e.g., SmartAuction drafts on the Financier directly or Buyer has an arrangement with a third party authorized by Buyer to act as a funding intermediary (“Intermediary”) whereby SmartAuction receives the Purchase Price from such Intermediary who obtains good funds from the Financier directly); or 3. Arrangement with an approved financing source listed on the Online Auction website. If, notwithstanding the foregoing, at any time Purchase Price funds have been advanced by SmartAuction to a Seller without SmartAuction having irrevocably collected the Purchase Price funds from Buyer, Buyer agrees to repay the Purchase Price immediately to SmartAuction in good funds and authorizes SmartAuction to initiate a transaction under the ACH Authorization for such purposes. E. Any User selling or attempting to sell a vehicle through the Auction, whether for itself or on behalf of another, (in each case, “Seller”) must pay to SmartAuction: 1. A sale fee for each vehicle sold in the amount established by SmartAuction from time to time as posted on the Seller’s “Dealer Profile” screen of the Online Auction; 2. $500 – each time SmartAuction has notified a Buyer of its Winning Bid (as defined in Section V. A. 4. Below) on a vehicle posted by Seller (as indicated by the vehicle being identified on the Buyer’s “Bid List” screen in the Auction as having been “Won” and with a yellow trophy cup icon), but the Seller does not make the vehicle available for pickup by the Buyer for any reason (e.g., Seller has already sold the vehicle).

IV. Tax Exemption Certificate Statement and Tax Notification. A. User certifies that: 1. Any vehicles(s) purchased on the Auction are for resale purposes only; and 2. User holds a retail sales tax registration certificate, license, or other permit issued by the sales tax authority of the state(s) where User is physically located and/or conducts business. B. If any vehicle purchased through the Auction is used for any purpose other than for resale, Buyer must pay any and all related sales or use taxes directly to the proper taxing authorities.

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V. Vehicle Purchase and Sale. A. Auction Process: 1. The “Search” feature of the Auction lists vehicles currently being offered for purchase through the Auction: a. SmartAuction does not guaranty that vehicles listed in the “Search” feature will be available for purchase at the time User places a bid; b. SmartAuction does not guaranty that User’s placement of the highest bid will result in a Winning Bid; Vehicles may be unavailable for various reasons including, without limitation, a contractual right of a retail customer to purchase the Vehicles at contract maturity, or a Vehicle may have been stolen, damaged, destroyed, lost, confiscated, redeemed or inadvertently sold; c. Before making arrangements to take possession of a Vehicle purchased on the Auction, Buyer should contact the Vehicle storage location to confirm present availability; Buyer bears full responsibility for any failed attempt at taking possession of a Vehicle without first having confirmed its availability with the storage location. 2. The following designations for listed vehicles have the meanings ascribed to them below: a. “Buy It Now” or “Buy Now” is the price at which User can automatically purchase the vehicle without bidding. Once the “Buy It Now” option on a particular vehicle has been selected by a Buyer and confirmed by SmartAuction, all bidding on that vehicle will be closed; b. A yellow-light icon appended to a vehicle listing indicates a “Yellow Light Sale” vehicle, which is a vehicle offered subject to a specific, posted, cautionary condition or conditions, which may include, without limitation, “Grey Market” (defined as a new or used motor vehicle legally imported from another country through channels other than the manufacturer’s official distribution system), “Previous Canadian” (defined as a Grey Market vehicle legally imported from Canada), true mileage unknown, branded or salvage title, repossession title or affidavit, fire, flood or frame/unibody damage; c. A red-light icon appended to a vehicle listing indicates a “Red Light Sale” vehicle, which is a vehicle offered on a “Final Sale” basis and cannot be arbitrated or returned, except as provided in Section VIII; d. A “Ready4Retail” icon appended to a vehicle listing indicates that the vehicle offered for sale is represented by the Seller as complying with the minimum requirements of the Auction’s “Ready4Retail” program. 3. The Vehicle Detail page applicable to a particular vehicle on the Auction will list the date and time bidding on the vehicle will open, if bidding has not yet opened, and will list the date and time bidding on that vehicle will close, if bidding has opened: a. User may preview vehicles for the upcoming Auction anytime before the start of the bidding on the vehicle; b. User may use the Auction’s “AutoBid” bid feature to set up bidding on a vehicle outside of live auction hours. The opening AutoBid set must be no less than the opening price for a vehicle, and less than any applicable Buy It Now price. User may revoke the election to use AutoBid, or edit the AutoBid parameters prior to the start of the live auction bidding, which will be the following Auction day. At the time live bidding for a vehicle begins, the AutoBid feature will: i. Enter bids on the User’s behalf in $100 increments (“Incremental Bid”) up to the AutoBid maximum; ii. Allow User to edit the AutoBid maximum amount, provided that the AutoBid maximum cannot be set to an amount lower than the last Incremental Bid.

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c. Once the bidding on a vehicle starts, User may enter bids into the Auction until the time specified for the close of bidding (due to possible delays in data transmissions through the Internet, before a bid is submitted the screen from which the bid is being placed either the “Bid List” screen or the “Vehicle Details” screen - should be refreshed to ensure viewing the most current bid): i. All bids are subject to a minimum bid, as specified by the Seller and posted with each vehicle, and minimum bid increments of $100.00; ii. If User places a bid that is between bid increments, User's bid will not be processed by the Auction. d. A bid is valid and effective only after SmartAuction’s computer system has processed it; e. SmartAuction reserves the right to reject or void any bid, whether successful or not, that it deems in its sole discretion not to have been made in good faith or which is restricted or otherwise prohibited under the Terms of Use; f. Any party selling a vehicle on the Auction is prohibited from bidding on such vehicle, either directly or indirectly through an agent, representative, or designee. 4. When the Auction closes, and if the vehicle is still available for purchase at that time, the highest bidder wins the vehicle at its winning bid amount as determined under subsections a. and b. below (each a “Winning Bid”): a. Bids are first ranked by price; b. If bids are for the same price, then earlier bids take precedence over later bids; c. Immediately upon notification by SmartAuction of its Winning Bid, User is obligated to complete the transaction and pay the Purchase Price; d. At the end of each Auction period, a summary of User's Winning Bids will be available in the “Auction Summary” section of the Online Auction. 5. A vehicle authorization report is available on the Online Auction and is the official documentation required to have the vehicle released from the designated storage location to the transport company or Buyer personnel taking delivery of the vehicle. 6. SmartAuction may impose additional rules or limits on the bidding process, including as to the timing of bids. B. Make an Offer Process: In addition to the Auction’s bidding process, the Auction allows Seller’s to post vehicles for sale on terms allowing a User to make a direct offer to the Seller. If a Seller has elected to accept offers from Users on any vehicle: 1. The Seller will set the opening price for an offered vehicle and the minimum offer price for the vehicle will be the lesser of (a) the opening price minus $1,000 or (b) 80% of the opening price; the Auction will not process offers lower than the minimum offer price; 2. Any offer that has not been accepted by the Seller will expire one hour before the end of the live auction for the applicable vehicle, or, in any event, upon cancellation under Section V.B.7 below or upon withdrawal under Section V.B.8 below; 3. The Seller may elect to receive offers directly via e-mail or SMS notification, but must accept, decline, or counter offers through the "Accept/Decline Offers" screen on the Online Auction or through the Offer/Edit screen on the Mobile Auction; 4. The Seller may choose to counter or decline a submitted offer, lower the affected vehicle’s opening price, and accept further offers on the affected vehicle; 5. An offer on a vehicle is automatically revoked upon any of the following events: a. A bid is placed on the vehicle during a live auction; b. The Seller removes the vehicle from the Auction; c. The Seller places a hold on the vehicle; d. The Seller changes any information about the vehicle, e.g., price, location, vehicle options, etc; e. The vehicle is sold. SA-TOU

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6. A submitted offer may be revoked by the User at anytime, as long as the offer has not already been accepted or rejected by the Seller. 7. Any purchase of a vehicle resulting from an offer made and accepted via the Auction’s “Make an Offer” process is deemed to have occurred through the Auction and is subject to the Terms of Use as though it occurred as a result of bidding via the live auction. C. After-hours Offer Process: On select vehicles owned by Ally Financial Inc., Ally Bank or an affiliate (collectively, “Ally”) and posted for sale on the Auction, Ally may accept offers on those vehicles for a period of time after the live auction has closed. Ally Vehicles eligible for afterhours offers will have an offer indicator appended to the vehicle posting. If Ally has elected to accept offers on a vehicle: 1. Ally will set the opening price for an offered vehicle and the minimum offer price for the vehicle will be the lesser of (a) the opening price minus $1,000 or (b) 80% of the opening price; the Auction will not process offers lower than the minimum offer price; 2. An offer on a vehicle is automatically revoked upon any of the following events: a. Ally removes the vehicle from the Auction; b. Ally places a hold on the vehicle; c. Ally changes any information about the vehicle, e.g., price, location, vehicle options, etc; d. The after-hours offer period has expired and the offer was not accepted by Ally. e. The vehicle is sold; f. Ally has elected to use the Auto Reject feature for after-hours offer or the offer submitted during the after-hours offer window does not meet the pricing parameters set for that vehicle; 3. A submitted offer may be revoked by the User at anytime, as long as the offer has not already been accepted or rejected by Ally. 4. Any purchase of a vehicle resulting from an offer made and accepted via the Auction’s “Make an Offer” process is deemed to have occurred through the Auction and is subject to the Terms of Use as though it occurred as a result of bidding via the live auction.

D. Seller Vehicle Disclosure Requirements, Representations, and Warranties: 1. The Seller must fully and accurately disclose information for each vehicle posted to the Auction, by supplying the information identified on the following Auction screens: “Basic Information,” “Options and Accessories,” “Disclosures,” “Pricing and Fees,” and “Inspection Report.” Completion of these screens requires the complete and accurate disclosure of various items, including but not limited to the following: a. Any vehicle defects and/or damage; b. Any prior repairs to the vehicle; c. Any mechanical defect; d. Any missing equipment; e. Any structural damage, including cosmetic frame/unibody damage; f. Tires tread at the shallowest point; g. Any aftermarket alterations; h. Any modifications to the vehicle from the original build, including any logo or decal misrepresentations; i. Whether any original factory warranty for the vehicle is not in effect for any reason other than (I) time or mileage expiration or (II) termination due to manufacturer policy making warranty non-transferrable to a new owner of the vehicle; j. Whether the vehicle is intransit and the date the vehicle is scheduled to arrive at the posted location. Eligible sellers must complete the Intransit Arrival Date field on the Basic Information screen during the vehicle posting process; SA-TOU

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k. All applicable yellow light icons, including but not limited to the following: i. Flood Damage ii. Fire Damage iii. Salvage Title iv. True Mileage Unknown v. Frame Damage vi. MCO w/o Retail Incentives vii. Theft Recovery viii. Hail Damage ix. Sold with Repo Affidavit x. Sold with Repo Title xi. Taxi Use xii. Livery Use xiii. Police Use xiv. Grey Market xv. Check Engine Indicator Present xvi. Previous air bag deployment record exists xvii. Previous Canadian Vehicle xviii. VIN Plate Issue xix. Factory Warranty Cancelled xx. Altered Exhaust xxi. Altered Suspension 2. If Seller elects to include comments with respect to any vehicle, any written comment provided by a Seller that conflicts in any way with any of the disclosures contemplated above will be construed against the Seller. 3. The Seller represents and warrants that: a. It has good and marketable title to, or is otherwise authorized to sell, each vehicle that it posts to the Auction; b. Any vehicle that it posts to the Auction as part of the Auction’s “Ready4Retail” program, or any manufacturer “Certified” program, meets the minimum standards of such programs; c. The indicated storing location of each vehicle that it posts to the Auction is accurate, and the vehicle will be available for pickup by the Buyer at either the location posted on the Auction or a nearby location from which Buyer may retrieve the vehicle without additional expense; d. Any vehicle it posts (including any Grey Market vehicle) meets all Federal Department of Transportation and Environmental Protection Agency mandated Guidelines and Seller will provide documentation evidencing the same upon Buyer’s request. VI.

Ownership and Title Distribution.

A. Legal ownership of a purchased vehicle, and risk of loss for the vehicle, passes to Buyer, once SmartAuction sends Buyer notice of its Winning Bid (as defined in Section V. a. 4. below), notwithstanding anything to the contrary in this Terms of Use. Buyer must verify with its Financier whether a vehicle is eligible for financing; Buyer remains responsible for the Purchase Price of any vehicle acquired on the Auction, whether or not its Financier extends financing for the vehicle. B. Once SmartAuction has provided Seller notice of a Buyer’s Winning Bid on a vehicle such Seller’s listed through the Auction, Seller (which in some instances may be SmartAuction) will begin the process of transferring the title to the Buyer. SA-TOU

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1. Seller must ensure delivery of title to Buyer or Buyer’s Financier within 10 days of SmartAuction’s notice to Buyer of its Winning Bid. 2. Buyer, or its Financier, as applicable, must notify SmartAuction, if the title is not received within 10 business days following the day after the vehicle purchase date on the Auction. 3. If Buyer notifies SmartAuction that it has not received the vehicle title in accordance with Section VI.B.2 above, then SmartAuction will notify Seller and Seller must produce the title of the sold vehicle to the Buyer within a time frame determined by SmartAuction. In the event of a buyback due to non-delivery of a marketable title, Seller will be responsible for any reasonable expenses (e.g. reconditioning, repairs) that have been incurred by the Buyer. 4. SmartAuction reserves the right to remediate clerical or coding title errors within a reasonable time after receiving notice of such errors. 5. Seller is responsible for any and all reasonable costs and expenses that may be incurred by SmartAuction or Buyer in attempting to retrieve a corrected and/or undelivered vehicle title. VII. Vehicle Pick-Up. A. Buyer is responsible for vehicle pick-up and related costs and must take physical possession of each vehicle acquired through the Auction within 5 business days beginning with the first business day after the date SmartAuction notifies Seller of a Buyer’s Winning Bid. For vehicles listed by the Seller as in-transit, the Buyer must take physical possession of the vehicle within 5 business days from the date the Seller has indicated the vehicle has arrived at the posted storage location. B. The Seller may charge or assess Buyer reasonable storage fees and/or arrange delivery of the Vehicle to the Buyer at the Buyer’s expense if Buyer does not pick up purchased Vehicles within the timeframes identified in subparagraph A. above. Prior to charging any such fees, the Seller must notify SmartAuction and must allow 5 business days before fees are assessed. SmartAuction will provide notification of the storage fees to the buyer with 24 hours of receipt. C. Buyers should contact the storage location identified by the Seller to arrange vehicle pick-up and verify location and availability of vehicle. Buyer bears full responsibility for any failed attempt at taking possession of a Vehicle without first having confirmed its availability with the storage location. D. SmartAuction may suspend User’s Auction privileges for failure to promptly take physical possession of the purchased vehicle. E. If a purchased vehicle is not available at time of pickup, User must immediately notify SmartAuction at telephone number 877-273-5572 that the purchased vehicle is not at the physical location as printed on the Auction Authorization form. VIII. Arbitration. A. Vehicle Arbitration – General: 1. Buyer may arbitrate a vehicle purchased through the Auction only in accordance with these Terms of Use. 2. These Terms of Use provide Buyer’s sole remedies for any dispute regarding a vehicle purchased through the Auction. 3. Buyer must initiate any vehicle arbitration within the timeframes outlined in Section VIII.B below. 4. Buyer has full responsibility for the vehicle being arbitrated and any expenses related to the vehicle; with respect to any BuyBack Vehicle (as defined in Section VIII. C. 1. below) title and risk of loss to the BuyBack Vehicle passes back from the Buyer to the Seller on the SA-TOU

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earlier of (i) Buyer having received the amount specified in the arbitration decision with respect to the BuyBack Vehicle or (2) Seller having taken delivery of the BuyBack Vehicle. 5. A vehicle purchased through the Auction may be arbitrated only once for any mechanical, electrical, or undisclosed damages, and once a vehicle is arbitrated for any one or more of these reasons, further arbitration of the vehicle based on any of these reasons arbitration is not available for that vehicle. 6. Buyer may seek to arbitrate a vehicle purchased through the Auction for the following reasons only, and only if the vehicle is less than 20 model yearsand less than 10 model years for trailers, recreational vehicles, or watercraft: a. For vehicles other than Red Light Sale vehicles: i. If the vehicle has undisclosed fire, flood, frame/unibody damage; ii. If it appears at the time of purchase that the odometer has been altered or disabled from functioning in any way; iii. If there is a material deviation between the vehicle description provided on the Auction at the time of the Buyer’s purchase and the vehicle at the time Buyer takes delivery of the vehicle (e.g., different model or engine than disclosed at the time of purchase); for the avoidance of doubt, matters identified on a vehicle’s condition report, including but not limited to exterior/interior damage, missing equipment and mechanical issues are not considered part of a vehicle description; iv. If there is an undisclosed adverse condition affecting the value of the vehicle by more than $500, including, without limitation, undisclosed prior repairs; v. If there is undisclosed cumulative visual damage to the vehicle that is greater than $500; vi. If there is undisclosed cumulative mechanical repairs to the vehicle that is greater than $500; vii. If differences in disclosed tire tread measurements are greater than 2/32nds of an inch, tires will be arbitrated at a depreciated value based on the tread depth disclosed. If there is undisclosed tire damage (i.e. dry rot, cut), or undisclosed mismatched tires, they will be arbitrated at a depreciated value based on the posted tread depth; viii. If there is undisclosed missing equipment with a cumulative wholesale value greater of $300 or more; ix. If the vehicle was listed by the Seller as eligible for the Auction’s “Ready4Retail” program, or any manufacturer “Certified” program, but the vehicle does not meet one or more of the requirements for such program; x. If title for the arbitrated vehicle was not delivered within 10 days of SmartAuction’s notice to Buyer of its Winning Bid; xi. If the vehicle is not present at either the sale location indicated on SmartAuction or a nearby location from which Buyer could retrieve the vehicle without additional expense; xii. If the vehicle title is not marketable or otherwise free and clear of any undisclosed brands; xiii.If outstanding fees of greater than $100 are owed in connection with the vehicle, for example, license plate fees owed to the department of motor vehicles; xiv. If the Seller did not disclose that the original factory warranty for the vehicle is no longer in effect for any reason other than (A) time or mileage expiration or (B) termination due to manufacturer policy making warranty non-transferrable to a new owner of the vehicle; b. For Red Light Sale vehicles: i. If the vehicle has undisclosed fire, flood, frame/unibody damage; ii. If it appears at the time of purchase that the odometer has been altered or disabled from functioning in any way;

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7.

8.

9.

10.

11. 12.

iii. If there is a material deviation between the vehicle description provided on the Auction at the time of the Buyer’s purchase and the vehicle at the time Buyer takes delivery of the vehicle (e.g., different model or engine than disclosed at the time of purchase); for the avoidance of doubt, matters identified on a vehicle’s condition report, including but not limited to exterior/interior damage, missing equipment and mechanical issues are not considered part of a vehicle description; iv. If title for the arbitrated vehicle was not delivered within 10 days of SmartAuction’s notice to Buyer of its Winning Bid; v. If the vehicle was not present at the sale location indicated on SmartAuction or a nearby location from which Buyer could retrieve the vehicle without additional expense; vi. If the vehicle title is not marketable or otherwise free and clear of any undisclosed brands; vii. If outstanding fees of greater than $100 are owed in connection with the vehicle, for example, license plate fees owed to the department of motor vehicles. NOTE: Red Light Sale vehicles may not be arbitrated for any reason other than those listed in subsection VIII.A.6.b above. A purchased vehicle may not be arbitrated based solely on information, data, errors, or omissions contained in vehicle history reports made available through the Auction or otherwise. Buyer may not seek to arbitrate a vehicle purchased through the Auction for routine maintenance issues, including, without limitation, brake repair, air conditioning recharge, tune-ups, shocks & struts, and/or oil changes, unless the Seller posted the vehicle to the Auction representing it to meet the requirements of either the Auction’s “Ready4Retail” program or any manufacturer “Certified” program and such routine maintenance issues cause the vehicle to not meet any such requirements. Buyer must not use, repair or modify any vehicle purchased through the Auction that it wants to arbitrate and must use reasonable care to maintain the vehicle in substantially the same condition it was in at the time of purchase. If either of these requirements is not met, then the vehicle sale may not be arbitrated. A charge may be assessed by the Arbiter (as defined in Section VIII. B. 2. b. below) for excessive mileage on a Buyback Vehicle (as defined in Section VIII. C. 1. below) that has been driven after purchase. Kit vehicles or homemade vehicles are sold “as-is” and cannot be arbitrated for any reason. Reimbursement of any kind, including, without limitation, the purchase price, service fee, and transportation costs will not be payable or paid until verification of returned title is provided by or to SmartAuction or the Seller. For verification, the vehicle title must be sent with tracking or delivery confirmation to the Seller or to the following address for General Motors, Ally Bank or Ally Financial units: For delivery via the United States Postal Service (USPS), the title must be sent to: Attn: SmartAuction PO Box 295373 Lewisville, Texas 75029 For any other delivery (e.g., via FedEx, UPS, etc…), the title must be sent to: Attn: SmartAuction 2911 Lake Vista Drive 2W Lewisville, Texas 75067

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B. Vehicle Arbitration Process: 1. Buyer must initiate any vehicle arbitration within 10 business days beginning the day after SmartAuction has notified a Buyer of its Winning Bid; however, this 10 business day limitation does not apply to arbitrations based on undisclosed odometer tampering or true mileage unknown conditions, undisclosed branded or salvage titles, when a Force Majeure Condition (as defined in Section X.D.2) is identified or undisclosed Grey Market or Previous Canadian vehicles. Additionally, vehicle arbitrations for undisclosed fire, flood, frame/unibody damage must be initiated by the Buyer within 15 business days. For vehicles posted as ‘Intransit’ the buyer must initiate arbitration with 10 business days of being notified of the vehicle has arrived at the posted storage location. Also, with respect to vehicles purchased by Buyer from a sale location of 400 miles or greater from the Buyer's primary physical place of business (other than vehicle purchases with a full purchase price of $3,000 or less, or Red Light Sale vehicles), Buyer must initiate arbitration within 15 business days beginning the day after SmartAuction has notified a Buyer of its Winning Bid. With respect to any Grey Market or Previous Canadian vehicle that is not disclosed with the applicable yellow light icon, vehicle arbitrations must be initiated by the Buyer within 120 business days beginning the day after SmartAuction has notified a Buyer of its Winning Bid. 2. For any vehicle sold through the Auction, Buyer must notify SmartAuction (online via the “Arbitration Request” screen on the Online Auction or at telephone number 877-273-5572) of Buyer’s intent to arbitrate the vehicle sale: a. Buyer will submit the dispute to the Auction arbitration process through which a final decision that binds both the Buyer and the Seller may be rendered (the “Auction Arbitration Process”); b. SmartAuction will arrange for a third party arbitration company to administer the Auction Arbitration Process (“Arbiter”) and grant any remedy the Arbiter deems appropriate under the circumstances; c. Any remedy granted by the Arbiter through the Auction Arbitration Process in favor of Buyer is conditioned on Buyer’s return of the title paperwork of the vehicle at issue to SmartAuction or the Seller, if applicable and as directed by the Arbiter. 3. If additional information is requested by SmartAuction, Buyer must submit all requested information to SmartAuction at either e-mail address [email protected] or via facsimile to (855) 634-5111 within 2 business days of the request. If Buyer does not provide the requested information within 2 business days, then the Auction Arbitration Process cannot proceed and the Arbitration Request will be terminated. C. Arbitration Vehicle Policy on Shipping Costs and Transportation Responsibilities: 1. For each vehicle arbitrated in accordance with this Section VIII resulting in a decision by the Arbiter for reversal of the vehicle purchase transaction (“Buyback Vehicle”): a. The Seller is responsible for picking up and transporting the vehicle back to its location of choice, at no cost to Buyer; b. Seller must reimburse Buyer for reasonable vehicle transportation costs (excluding air travel, meals, lodging, etc.) that Buyer actually incurred in connection with taking delivery, or attempting to take delivery, of the Buyback Vehicle after purchasing it, if the Buyback Vehicle was arbitrated for any of the following reasons: the vehicle title is not delivered within 10 days after SmartAuction has notified a Buyer of its Winning Bid; if the vehicle title is not marketable or otherwise free and clear of any undisclosed brands; vehicle was listed by the Seller as eligible for the Auction’s “Ready4Retail” program, or any manufacturer “Certified” program without fully meeting the requirements of such program; undisclosed fire damage; undisclosed frame/unibody damage; undisclosed flood damage; odometer tampering; material deviation between the vehicle description provided on the Auction and the vehicle at the time of purchase (e.g., different model or SA-TOU

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engine than disclosed at the time of purchase); or the vehicle is unavailable for pick-up after being purchased by Buyer): i. Any such reimbursement is conditioned on User providing SmartAuction with a copy of the invoice for such transportation costs within 10 business days from the date the Arbiter determined the vehicle was to be a Buyback Vehicle; ii. The invoice must include acknowledgment of drop off/receipt by the transporter showing the specific vehicle identification number of the Buyback Vehicle involved; iii. The Arbiter may deny reimbursement of transportation costs upon a determination that this feature is being abused. IX. Mobile Application Agreement. A. Overview: This Section IX sets forth additional terms and conditions that shall apply if you use a Mobile Device (as defined below) to access the Mobile Auction (the "Mobile Services"), and, in conjunction with the remainder of this Terms of Use, constitutes the entire agreement between us and you relating to the Mobile Services, supersedes any other agreements relating to the Mobile Services, and may only be amended in accordance with Section X.I of the Agreement. If there is a conflict between the terms of this Section IX and any other agreement entered into between you and Ally Financial, the terms of this Section IX shall govern your use of the Mobile Services. B. Definitions: 

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"Eligible Mobile Device" means a data-enabled cellular phone or other Mobile Device that runs a SmartAuction-supported version of either the Android or Apple iOS platform. For the avoidance of doubt, tablet devices (e.g., iPads, Xooms) are not supported as Eligible Mobile Devices. "Mobile App" means the SmartAuction software application available for download on a Mobile Device, through which the Mobile Services may be accessed. "Mobile Device" means a handheld computing device that can, among other things, run various types of application software. "Software" means (a) all software elements and peripherals, (b) related documentation and services, and (c) all upgrades and updates that replace or supplement the foregoing, as existing in the Mobile App. We reserve the right to change the Software at any time without prior notice.

C. Equipment and Related Obligations; Upgrades: The Software may not be compatible with every Mobile Device. SmartAuction recommends that you use an Eligible Mobile Device to access the Mobile Auction, because they are the devices for which the Mobile App is designed. However, SmartAuction does not represent or warrant the performance or operation of any Mobile Device, including any Eligible Mobile Device. You are responsible for selecting a Mobile Device, and all issues relating to the operation, performance, and costs associated with such device are between you and your wireless telecommunications provider and/or the individual/entity who sold or provided you with such device. You also accept responsibility for making sure that you understand how to use your Mobile Device as well as the Software before you actually do so. You understand that we may change or upgrade the Software from time to time and that, in such event, you are responsible for making sure you understand how to use the Software as upgraded or changed. You also acknowledge that we may condition your continued use of the Software on your acceptance of upgrades of the Software. While your personal settings and preferences may be retained, there is still the SA-TOU

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possibility that they may be lost during such an upgrade process and you should verify your personal settings and preferences. D. Access to Mobile Apps; Lost or Stolen Devices: You understand that the terms of Sections II.B and X.C govern your access to the Mobile Apps, including, without limitation: required security procedures; safeguarding your login credentials; and your obligations with respect to authorized and unauthorized transactions. The same login credentials that allow you access to the Online Auction apply to your access to the Mobile Auction. You agree to take every precaution to ensure the safety, security, and integrity of your accounts and transactions when using the Mobile Apps. You agree not to leave your Mobile Device unattended while logged into the Mobile Apps and to log off immediately upon the completion of each access session. If your Mobile Device is lost, stolen, or used without your authorization, you agree to make the appropriate or necessary changes to disable the use of the Mobile Device including contacting your wireless telecommunications provider to effectuate such change. You understand that there are risks associated with using a Mobile Device, and that in the event of theft, loss, or unauthorized use, your confidential information could be compromised. You accept those risks. E. Software and Mobile Services Limitations: 1. Neither we nor our vendors can always foresee or anticipate technical or other difficulties related to the Software. These difficulties may result in a loss of data or personal settings and preferences, dropped connections, disabled features, or other Mobile App interruptions. Should this happen, review your transaction status to verify the status of any attempted transaction when you return to an area with wireless coverage or where you have access to a computer (or contact us at 877-243-5572). Neither we nor any of our vendors assumes responsibility for the timeliness, deletion, misdelivery, or failure to store any user data, communications, or personalization settings in connection with your use of the Software, nor do we or our vendors assume any responsibility for any disclosure of account information to third parties as a result of the action or inaction of you or your wireless telecommunications provider. 2. Neither we nor any of our vendors assumes responsibility for the operation, security, functionality, or availability of any Mobile Device or wireless telecommunications network which you use to access the Mobile App. 3. You agree to exercise caution when using the Mobile App on your mobile device and to use good judgment and discretion when obtaining or transmitting information. 4. Information about your Auction activity is synchronized between the Software and the Online Auction. Information available directly through the Online Auction may not be available via the Software and Mobile Services, may be described using different terminology, or may be more current than the information available via the Software and Mobile Services. The method of entering instructions via the Software and Mobile Auction also may differ from the method of entering instructions through the Online Auction. Unless otherwise required by applicable law, we are not responsible for such differences, whether or not attributable to your use of the Software and the Mobile Auction. Additionally, you agree that neither we nor our vendors will be liable for any errors or delays in the content displayed via the Software and Mobile Auction, or for any actions taken in reliance thereon.

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F. Fees: SmartAuction does not currently charge a fee for using the Mobile App, but your wireless telecommunications provider for your mobile device or other third parties that you may utilize may impose fees to make that device data-capable, to exchange data between the mobile device and the Mobile App, or based on the location of your use (e.g., fees for roaming or using your mobile device in a foreign country). Please check with your wireless telecommunications provider(s) about any such potential, applicable fees. G. Software Use; Grant of License: You agree that your use of the Software provided to you by SmartAuction to facilitate your use of the Mobile App will be limited solely to access and use of the Mobile App. SmartAuction hereby grants you a limited, personal, non-exclusive, non-transferable license to install the Software on your mobile device for your business use. You may not, nor shall you permit any third party to: (1) copy, decompile, reverse engineer, attempt to derive the source code of, modify, or create derivative works of the Software, any updates, or any part thereof; (2) rent, lease, lend, sell, redistribute, or sublicense the Software; or (3) otherwise exercise any other right to the Software not expressly granted in this Agreement. SmartAuction may use a third party that is not affiliated with SmartAuction to provide certain licensed Software to support the Mobile App. If you obtain a different mobile device you may be required to download and install the Software to that different device under the same terms set forth in this Terms of Use. You agree to delete all such Software from your Mobile Device promptly if the license rights granted to you are terminated for any reason. H. Ownership of Software: Nothing in this Terms of Use (including, without limitation, the licenses granted in Section IX.G and X.L) conveys to you an interest in or to the Software, and we provide you only a limited right of use which we can revoke and terminate in accordance with Section X.B. The Software is not sold to you, and all rights not expressly granted herein are reserved to SmartAuction and its licensors. SmartAuction and its licensors own all rights, title, and interest in and to the Software. No license or other right in or to the Software is granted to you except for the rights specifically set forth in this Terms of Use. I. User Conduct: In addition to the prohibitions described otherwise in this Terms of Use, you agree that you will not use the Software or any content delivered to you as part of your use of the Mobile App in any way that would: (1) infringe any third party copyright, trademark, trade secret, patent, or other proprietary rights or rights of publicity or privacy, including any rights in the Software; (2) be fraudulent or involve the sale of counterfeit or stolen items; (3) impersonate another person or entity; (4) be false, misleading, or inaccurate; (5) create liability for SmartAuction or our affiliates or vendors, or cause us to lose (in whole or in part) the services of any of our vendors; (6) interfere with or disrupt computer networks connected to the Software; (7) interfere with or disrupt the use of the Mobile App by any other user; or (8) use the Mobile App in such a way as to gain unauthorized entry or access to the computer systems of others.

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J. Consent to Use of Technical Data: In connection with your use of the Mobile App, you agree that SmartAuction may collect and use technical data and related information, including but not limited to technical information about your Eligible Mobile Device, system, and application software and peripherals, that is gathered periodically to facilitate the provision of Software updates, product support, and other services to you (if any) related to the Mobile Apps. SmartAuction may use this information to improve its products or to provide services or technologies to you. K. Location-based Data: Our Mobile App includes certain location-based features which can access the geolocation data of your Mobile Device to assist in providing a service to you. If you use any such location-based feature, you agree that your geographic location and other personal information may be accessed and disclosed through the tool. If you do not wish to have your geographic location and other personal information accessed and disclosed in this way, you must refrain from using locationbased features of the tool. L. Privacy: Use of the Mobile App involves the electronic transmission of financial information across the networks of your wireless telecommunications provider, which we do not operate or control and cannot guarantee. Additionally, for Mobile devices, the browser is generally pre-configured by your wireless telecommunications provider. Please check with them for information about their privacy and security practices. Upon receipt of your data or information, SmartAuction will treat it in accordance with our privacy policy accessible on the Auction. M. Export Controls: The Software and other programs, materials, tools, and technical data provided as part of the Mobile App may be subject to U.S. export controls or the trade laws of other countries. You agree to comply with all export control regulations. You also acknowledge that you, not SmartAuction, have the responsibility to obtain such licenses to export, re-export or import as may be required. You agree not to export or re-export to individuals or entities on the most current U.S. export exclusion lists or to any country subject to U.S. embargo or terrorist controls as specified in the U.S. export law. By using the Mobile App, you represent and warrant that you are not located in any such country when accessing the Mobile App or listed on any such list. X. Miscellaneous. A. Business Days: As used in this Terms of Use, “business days” means weekdays, excluding Auction holidays, as listed under the “Featured Contents” section of the Auction’s “Home Screen”, as of the day of vehicle purchase. B. Termination: SmartAuction reserves the right, at its sole discretion, to terminate the Auction at any time and without prior notice.

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C. System Integrity; Confidentiality of User Login Identification and Password: 1. User may not: a. Use any device, software, unauthorized human intervention, or other means to interfere or attempt to interfere with the proper working of the Auction; or b. Take any action that imposes an unreasonable or disproportionately large load on the Auction’s or SmartAuction’s infrastructure. 2. User is solely responsible for any authorized or unauthorized use of User’s Auction login identification or password and may not improperly use, disclose, or share its login identification or password to any third party. D. External Forces and Force Majeure: 1. SmartAuction is not responsible for interruption of any availability of the Auction, and SmartAuction has no liability, (including, without limitation, direct, indirect, consequential, special, exemplary, incidental or otherwise), for any failure of Auction to perform in any way, to the extent that any such failure results from factors or external forces outside of its control, including, without limitation, Internet traffic, system failure, and third-party service failure. 2. Neither User nor SmartAuction is liable to the other for a delay in performance or failure to perform any obligation under this Agreement to the extent such delay is due to causes beyond its control including, without limitation, natural disasters, governmental regulations or orders, civil disturbance, war conditions, acts of terrorism or strikes, lock-outs or other labor disputes, and is without its fault or negligence (“Force Majeure Condition”). The performance of any obligation suspended due to a Force Majeure Condition will resume as soon as reasonably possible as and when the Force Majeure Condition subsides. E. No Warranties: 1. SmartAuction provides the Auction on an “as is” basis and without any warranty or condition, expressed or implied: a. SmartAuction specifically disclaims all implied warranties of title, merchantability, and fitness for a particular purpose, in each case of the Auction and the Vehicles listed on the Auction; b. SmartAuction is solely the host of the Auction and is not involved in the actual transaction between User and vehicle owners other than as to vehicles owned by Ally Financial. 2. SmartAuction makes no representations or warranties about the accuracy or completeness of the information contained in electronic data vehicle histories (including, without limitation, AutoCheck and CarFax history reports). 3. This Terms of Use is not, and will not be interpreted to create, a guaranty or warranty of continuous, timely, secure, or error free operation of the Auction. 4. SmartAuction does not in any way warrant the results that may be obtained from the use of the Auction or the accuracy or reliability of any information obtained through the Auction. 5. Except for vehicles owned by Ally Financial: a. SmartAuction is not responsible for the contents of any vehicle postings or any “comments” accompanying such postings; b. Any incentives, promotions, or gifts offered to User, with or without SmartAuction's consent, by the Seller of vehicles sold through SmartAuction are the sole responsibility of such Sellers; c. SmartAuction does not warrant any vehicle information or any vehicle condition. SA-TOU

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6. SmartAuction makes no representation or warranty regarding a manufacturer’s vehicle certification program (e.g., “Certified Used”) or the “Ready4Retail” program, including, without limitation, whether a vehicle sold through the Auction remains eligible for any such program. F. Vehicles Subject to Open Recall: To the extent a vehicle is the subject of any recall campaigns initiated by the manufacturer (“Recall”): 1. Buyer will repair any vehicle it purchases through the Auction in accordance with any manufacturer-issued service bulletin related to a Recall before such vehicle is resold, redelivered, or operated, regardless of whether any or all Recall campaigns are disclosed to User through the Auction; 2. Buyer will indemnify and hold harmless any Seller and any of the Seller’s employees and representatives for any loss or damage that occurs as a result of the failure to effectuate any Recall repairs; 3. SmartAuction bears no responsibility for any User’s failure to effectuate the Recall repairs before or after posting the subject vehicle for sale through the Auction. G. Indemnification: User will indemnify SmartAuction, its owners, employees, agents, and representatives from any and all claims, demands, damages (including actual, compensatory, special, incidental, or consequential damages), costs, expenses, suits and liabilities, including, without limitation, the payment of reasonable attorneys' fees, arising out of or related to its use of or participation in the Auction, including, without limitation, any claims arising from or related to User's sale on the Auction of vehicles it owns or is selling on another’s behalf. H. Limit of Liability: In no event is SmartAuction liable to User for: 1. Lost profits or any special, exemplary, incidental, or consequential damages of any type or nature whatsoever, arising out of or in connection with the Auction; 2. For any acts or omissions of any vehicle transporter. I.

Terms of Use Modifications: 1. This Terms of Use supersedes any prior or conflicting version of it and any other agreement between User and SmartAuction that specifically covers its subject matter. 2. From time to time, and in its sole discretion, SmartAuction may modify the Terms of Use with or without any advance notice to User by posting the changes on the Auction or substituting a new terms of use agreement in place of the current one.

J. No Waiver of Rights or Remedies: Any forbearance, delay, or failure by SmartAuction in strictly enforcing any requirement of this Terms of Use, or otherwise exercising any right or remedy, does not constitute a waiver of any such requirement, right, or remedy or of any existing or future breach by User. K. Cumulative Remedies: SmartAuction’s rights and remedies under, and/or in connection with, the Terms of Use are cumulative and may be exercised singly, concurrently, and/or successively in its sole, absolute discretion. SA-TOU

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L. Intellectual Property: All text, images, graphics, videos and other materials on this website (“Intellectual Property”) are subject to the copyright and other intellectual property rights of Ally Financial, its affiliates, or its licensors. 1. The Intellectual Property may not be reproduced, distributed, or modified without the express written permission of Ally Financial. 2. The marks appearing on the Auction, including, without limitation, “Ally Financial” and “SmartAuction” and their respective logos, emblems, and slogans, are trademarks or service marks of Ally Financial, its affiliates, or licensors, and may not be used without the express written permission of Ally Financial, its affiliates, or licensors, as applicable. 3. This section IX.L.3 applies to vehicle data made available through the Auction by Black Book. a. SmartAuction grants User: i. A personal, non-transferable and non-exclusive limited license to use the pc based application service program consisting of a compilation of certain modules of the program combined with the proprietary database (“Program”) of National Auto Research Division, Hearst Business Media Corporation (“NAR”), which consists of fifteen model years of information relating to the vehicle identification number, model year, make, model, series and body style, universal vehicle code, engine descriptions, extra clean, clean, average and rough retail and trade-in values, Finance Advance™, MSRP and extra clean, clean, average and rough wholesale United States pricing information for used cars, vans, and light trucks (“Data”); ii. A personal, nontransferable and nonexclusive limited sublicense to use the Data within the Program under a license granted by NAR to SmartAuction. b. User is authorized to use the Data within the Program only to retrieve vehicle values (without the ability to download the Data, in whole or in part, other than with respect to an individual vehicle) for the benefit of its internal operations. c. User acknowledges that: i. NAR owns and will retain all rights, title, and interest in and to the Data, and any derivative works thereof, including, without limitation, all literary property rights, copyrights, trademarks, trade secrets, trade names or service marks, including goodwill; ii. User’s use of the Data or any information therein by anyone other than User or its employees (on a need to know basis) is prohibited by NAR. d. User must keep confidential the Data and use commercially reasonable efforts to prevent and protect the contents of the Data from unauthorized disclosure, copying, or use. e. Although NAR may compile the Data contained within the Program, NAR does not warrant the Program or its contents: i. The Program and Data are provided “as is” and NAR makes no other warranty, express or implied, including, without limitation, as to the accuracy of the data from which the Data is compiled, that the Data is free from errors and omissions, as to the merchantability and fitness of the Data for a particular purpose, or use, or performance, or results obtained by using the Data within the Program; ii. NARS is not liable for any special, direct, indirect, incidental, or consequential damages of any kind or character, including, without limitation, damages for loss of goodwill, work stoppage, all other commercial damages, or losses in connection with the Data. f. User’s obligations concerning use and confidentiality of the Data survive the termination of this Terms of Use.

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4. This section IX.L.4 applies to vehicle data made available through the Auction by the National Automobile Dealers Association (“NADA”): a. SmartAuction grants User a personal, non-transferable and non-exclusive limited license to use the NADA used car valuation information provided through the Auction (“NADASC DATA”) in its internal business in connection with the SmartAuction service for purposes of valuing vehicles individually as needed in the SmartAuction service; b. User must not: i. Market, sublicense, or use the NADASC DATA other than in connection with the SmartAuction service; ii. Disassemble, decompile, reverse engineer, or otherwise change the NADASC DATA; iii. Use NADASC DATA to create any new database or valuation system; iv. Reproduce, store in a retrieval system, or transmit in any form or by any means (including electronic, mechanical, photocopying, recording, etc.) any vehicle valuation information contained in the NADA Official Used Car Guide, without prior written consent from the National Automobile Dealers Association. M. Notice: 1. SmartAuction and User may send notices to each other in connection with the Auction by any means, including, without limitation, by e-mail or facsimile to the e-mail address(es) and facsimile number(s) that they provide each other from time to time. 2. Notice is deemed given: a. If by United States mail or commercial delivery service (e.g., FedEx), upon receipt or three business days after it is sent, whichever occurs first; b. If by e-mail or facsimile, 24 hours after a fax or e-mail is sent, unless SmartAuction or User, as applicable, receives notice that the transmission was incomplete or the delivery otherwise failed. N. Agency: No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Terms of Use, User’s use of the Auction, or otherwise. O. Governing Law; Jurisdiction: 1. This Terms of Use, and any sales and sales contracts created and generated in connection with User’s use of the Auction, is governed by and construed under the laws of Michigan, without regard to conflict of law rules. 2. Any action or proceedings by SmartAuction against User may be brought in any court(s) having jurisdiction over User or, at SmartAuction’s option, in the court(s) in the eastern district of Michigan having jurisdiction over SmartAuction, and User consents to jurisdiction and service of process in accordance with applicable procedures. 3. Any action or proceeding by User against SmartAuction may be brought only in the court(s) having jurisdiction over the geographic location of User’s principal place of business or in the court(s) in the eastern district of Michigan having jurisdiction over SmartAuction. (Note: “SmartAuction” is a registered service mark of Ally Financial; “Ally Financial” is a registered trademark) (Accept Terms)

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