Terms and Conditions

www.theautowall.com

These Terms and Conditions ("Terms") govern access to and use of www.theautowall.com and any related websites, applications, software, tools, communications, and services that link to these Terms (collectively, the "Service"). The Service is operated by Marché ("The Auto Wall," "we," "us," or "our").

By accessing, registering for, or using the Service, you agree to be bound by these Terms and our Privacy Policy. A person using the Service on behalf of a company, dealership, auction, or other organization represents that the person has authority to bind that organization to these Terms.

1. DESCRIPTION OF THE SERVICE

The Service is an auction-aggregator marketplace and software-as-a-service platform for the automotive auction industry. The Service may allow users to discover auction events, browse auction vehicles and stock vehicles, access marketplace groups or networks, register accounts, complete approval or activation workflows, and use related marketplace and operational features.

The Auto Wall acts as a technology platform and aggregator. The Auto Wall provides technology, marketplace access, aggregation, communication, and workflow tools only. Unless expressly agreed in a separate written agreement signed by The Auto Wall, The Auto Wall does not sell, buy, consign, inspect, appraise, store, transport, finance, insure, warrant, guarantee, or take title to any vehicle. The Auto Wall is not responsible for any vehicle condition, mileage, odometer reading, title status, lien, recall, damage history, inspection result, grading, description, sale price, payment, delivery, pickup, arbitration, return, refund, or dispute between marketplace participants, auctions, buyers, sellers, consignors, transporters, lenders, insurers, or other third parties.

Nothing in these Terms creates any agency, brokerage, fiduciary, joint venture, partnership, employment, auctioneer, dealer, consignee, or representative relationship between The Auto Wall and any user, auction, dealer, buyer, seller, consignor, or third party. No user may represent that The Auto Wall is acting on behalf of any party to a vehicle transaction unless expressly authorized in writing by The Auto Wall.

2. ELIGIBILITY AND AUTHORITY

The Service is intended for business, commercial, dealership, auction, wholesale, or automotive marketplace use only and is not intended for personal, household, or consumer use. By using the Service, you represent and warrant that you are legally able to enter into binding contracts, that you are authorized to act on behalf of the business or organization you represent, and that you hold and will maintain all licenses, permits, registrations, tax numbers, resale certificates, dealer licenses, auction approvals, buyer credentials, and other authorizations required for your activities. The Auto Wall may approve, deny, suspend, deactivate, or revoke any account, buyer approval, seller approval, auction access, marketplace group access, or feature access at any time in its discretion, including for risk, compliance, fraud-prevention, nonpayment, security, or operational reasons.

3. ACCOUNT REGISTRATION AND SECURITY

3.1 Account Information

You agree to provide accurate, current, and complete information during registration and to keep account information updated.

3.2 Account Credentials

You are responsible for maintaining the confidentiality of login credentials and for all activity conducted through your account.

All actions taken through your account, including registrations, approvals, access requests, bids, offers, purchases, listings, communications, data submissions, workflow approvals, and other platform activity, are deemed authorized by you and binding on you unless The Auto Wall determines otherwise in its sole discretion. You are responsible for all users, employees, contractors, agents, representatives, and administrators who access the Service through your account or under your organization.

3.3 Mandatory SMS-Based Registration

Registration requires use of SMS technology. You must provide a valid mobile telephone number capable of receiving SMS messages. SMS-based verification may be required to create an account, authenticate access, confirm identity, and complete ordinary Service workflows.

3.4 Buyer-Customer Approval and Activation

SMS technology may be used as part of the normal workflow for approving and activating new buyer-customers and related marketplace participants. Failure to complete required SMS steps may delay or prevent approval, activation, or access to affected Service features.

4. SMS TERMS

4.1 Program Description

The Auto Wall may send transactional and operational SMS messages relating to the Service, including one-time passcodes, registration and login verification, security alerts, account notices, workflow updates, and buyer-customer approval or activation messages.

4.2 Consent

By providing a mobile number and registering for or using the Service, you consent to receive SMS messages necessary for account registration, authentication, security, and ordinary Service operations.

4.3 Message Frequency

Message frequency varies based on account activity, security needs, and Service workflows.

4.4 Message and Data Rates

Message and data rates may apply for messages sent to you from us and to us from you, according to your wireless carrier plan.

4.5 Help

For assistance, contact us at: marche@theautowall.com

4.6 Carrier Disclaimer

Wireless carriers are not liable for delayed or undelivered SMS messages.

4.7 Changes to SMS Program

We may modify, suspend, or discontinue SMS functionality, short codes, long codes, or messaging workflows at any time, subject to applicable law.

4.8 Mobile Number Accuracy and Authorization

You represent and warrant that any mobile number you provide to The Auto Wall is accurate, current, and belongs to you or to a person for whom you have authority to provide the number. If you provide a mobile number for an employee, representative, buyer, customer, or other third party, you are solely responsible for obtaining all required consents and authorizations for The Auto Wall to send transactional, operational, verification, security, approval, and workflow-related SMS messages to that number. You agree to indemnify and hold The Auto Wall harmless from any claim, penalty, loss, cost, or expense arising from your submission of an incorrect, unauthorized, reassigned, or non-consented mobile number.

4.9 No Marketing SMS Without Separate Consent

The SMS messages described in these Terms are intended to be transactional, operational, security-related, or Service-related messages. Marketing or promotional SMS messages, if any, may be subject to separate consent requirements and additional terms.

4.10 User Responsibility for SMS Access

You are responsible for maintaining a valid mobile number, device access, carrier service, and the ability to receive SMS messages. The Auto Wall is not responsible for your inability to register, verify, approve, activate, access, or use the Service due to an invalid number, changed number, carrier issue, blocked message, disabled device, opt-out request, or failure to maintain SMS capability.

5. MARKETPLACE AND AUCTION CONTENT

5.1 Vehicle Information

Vehicle descriptions, photographs, condition reports, grades, mileage, specifications, event details, pricing, availability, and other listing information may be supplied by third parties. We do not independently verify all third-party information and do not guarantee that any listing is complete, accurate, current, or error-free.

All vehicle information displayed through the Service, including VIN, year, make, model, trim, mileage, odometer status, title status, ownership history, damage history, accident information, condition, grading, photos, videos, inspection notes, announcements, disclosures, pricing, availability, run numbers, sale status, and location, may be provided by third parties and is made available for convenience only. The Auto Wall does not independently verify and is not responsible for the accuracy, completeness, legality, or reliability of any vehicle information. You are solely responsible for conducting your own due diligence, inspections, title review, lien checks, condition review, transportation arrangements, and transaction evaluation before bidding, buying, selling, listing, or otherwise acting on any information available through the Service.

5.2 Auction Rules

Participation in an auction may be subject to separate rules, buyer agreements, seller agreements, lane rules, payment terms, title policies, arbitration provisions, inspection requirements, and other terms imposed by the relevant auction or third party. Those terms govern the underlying auction transaction to the extent applicable.

5.3 No Guarantee of Availability or Sale

Listings, events, run numbers, vehicle counts, and other marketplace information may change without notice. Display of a vehicle or auction does not guarantee availability, eligibility, sale, price, condition, or transfer of title.

5.4 No Guarantee of Marketplace Results

The Auto Wall does not guarantee any number of views, leads, registrations, approvals, bids, offers, sales, purchases, conversions, revenue, profit, successful transactions, buyer participation, seller participation, auction participation, or marketplace performance. Any marketplace data, analytics, recommendations, exposure, rankings, or visibility are provided for informational purposes only and may change at any time.

6. USER RESPONSIBILITIES

You agree not to:

1) Use the Service unlawfully or in violation of these Terms. 2) Submit false, misleading, fraudulent, or incomplete information. 3) Interfere with, disrupt, reverse engineer, scrape, crawl, copy, or attempt unauthorized access to the Service except as permitted by law or written authorization. 4) Upload malware, harmful code, or content that infringes rights or violates law. 5) Use the Service to send unsolicited communications, spam, or deceptive messages. 6) Circumvent security features, account controls, approval workflows, or access restrictions. 7) Impersonate any person or entity or misrepresent affiliation. 8) Access or use the Service to build, train, support, or improve a competing product, marketplace, auction platform, data product, software, or service; 9) Copy, export, harvest, scrape, crawl, index, cache, store, resell, sublicense, redistribute, or commercially exploit any vehicle data, auction data, marketplace data, user data, pricing data, images, videos, listings, or platform content except as expressly permitted by The Auto Wall in writing; 10) Use bots, scripts, automated tools, artificial intelligence tools, data-mining tools, or similar technologies to access or extract data from the Service; 11) Share account credentials, allow unauthorized users to access the Service, or bypass account-level permissions; 12) Interfere with marketplace integrity, manipulate listings, submit false bids/offers, engage in shill bidding, or misrepresent transaction activity.

7. FEES, PAYMENTS, AND TAXES

Certain Service features may require payment of fees, subscriptions, transaction charges, or other amounts described at the time of purchase or in a separate agreement. You are responsible for all applicable taxes, duties, and charges associated with your use of the Service or any transaction conducted through or in connection with the Service. The following terms apply to all paid features, subscriptions, transactions, invoices, and amounts owed in connection with the Service:

7.1 Payment Authorization

You authorize The Auto Wall and its payment processors to charge all fees, subscriptions, transaction fees, activation fees, usage fees, renewal fees, and other amounts owed in connection with the Service, as described in the applicable order form, invoice, online checkout, pricing page, or separate agreement.

7.2 No Refunds

Except as expressly stated in a separate written agreement, all fees are non-cancellable and non-refundable, including for unused access, suspended accounts, terminated accounts, lack of marketplace activity, lack of sales, or user failure to complete required workflows.

7.3 Late Payments and Collection Costs

Late amounts may result in suspension or termination of access. You are responsible for reasonable collection costs, attorneys’ fees, chargeback fees, payment processor fees, and other costs incurred by The Auto Wall in collecting overdue amounts.

7.4 Payment Processors

Payments may be processed by third-party payment processors. The Auto Wall is not responsible for payment processor errors, delays, declines, chargebacks, holds, account freezes, security incidents, or processing rules.

7.5 Continued Payment Obligations

You may not withhold, offset, reduce, or delay payment of any amounts owed to The Auto Wall based on any dispute, claim, third-party issue, marketplace result, vehicle transaction, auction dispute, or alleged Service issue, unless expressly required by applicable law or agreed by The Auto Wall in writing.

8. INTELLECTUAL PROPERTY

8.1 The Auto Wall Intellectual Property

The Service, including its software, design, interfaces, text, graphics, logos, trademarks, compilations, workflows, features, databases, layouts, documentation, and other content provided by The Auto Wall, is owned by The Auto Wall or its licensors and is protected by applicable intellectual-property and other laws. Subject to these Terms, The Auto Wall grants you a limited, revocable, non-exclusive, non-transferable right to access and use the Service solely for its intended business purposes.

8.2 User Content and Data License

You retain any rights you may have in content and data you submit to the Service. By submitting, uploading, transmitting, importing, syncing, or making available any content, data, listings, vehicle information, images, videos, descriptions, inspection information, customer information, auction information, communications, or other materials through the Service, you grant The Auto Wall a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to host, store, process, reproduce, display, transmit, distribute, modify, format, analyze, and use such content and data as necessary or reasonably useful to operate, provide, secure, support, maintain, improve, and enforce the Service, prevent fraud, comply with law, and create aggregated or de-identified data.

8.3 Public Listing Content

The Auto Wall may use publicly displayed listing content to market or promote the Service, provided that The Auto Wall will not intentionally disclose non-public personal information except as permitted by these Terms, the Privacy Policy, or applicable law.

8.4 Rights and Consents

You represent and warrant that you have all rights, consents, licenses, permissions, and authorizations necessary to provide content and data to the Service and to grant the rights described in these Terms.

8.5 Feedback

Any suggestions, ideas, improvements, enhancement requests, recommendations, or other feedback you provide regarding the Service may be used by The Auto Wall without restriction, compensation, attribution, or obligation to you.

9. THIRD-PARTY SERVICES

The Service may integrate with, link to, receive data from, transmit data to, or depend on third-party websites, auctions, marketplaces, data providers, VIN/vehicle data providers, payment processors, SMS providers, email providers, hosting providers, communication networks, APIs, software vendors, auction platforms, or other third-party services. The Auto Wall does not control third-party services and is not responsible for their content, availability, security, practices, errors, delays, outages, inaccuracies, interruptions, pricing changes, access restrictions, API changes, discontinued services, security incidents, or failure to transmit, receive, process, display, or update information.

10. DATA, PRIVACY AND SECURITY RESPONSIBILITIES

You are responsible for ensuring that any personal information, customer information, buyer information, employee information, vehicle information, or other data you submit to the Service is collected, disclosed, transferred, and used in compliance with applicable law and with all required notices, consents, and authorizations. You agree not to submit sensitive personal information, regulated information, or confidential third-party information unless expressly authorized by The Auto Wall and permitted by applicable law. You are responsible for maintaining appropriate administrative, technical, and organizational safeguards for your own systems, devices, accounts, personnel, and credentials. The Auto Wall is not responsible for unauthorized access, data loss, or misuse caused by your systems, devices, personnel, credentials, security failures, or failure to follow reasonable security practices. You may receive or access non-public information through the Service, including marketplace information, user information, pricing, technical information, business information, platform workflows, data feeds, access credentials, or other information that is not publicly available. You may use such information only for authorized use of the Service and may not disclose, copy, misuse, reverse engineer, commercialize, or make such information available to any third party except as expressly permitted by The Auto Wall in writing or required by law.

11. SERVICE AVAILABILITY

The Auto Wall may update, modify, suspend, restrict, replace, remove, discontinue, or limit any part of the Service at any time, including features, workflows, integrations, marketplace groups, data feeds, communication tools, SMS functionality, approval processes, and third-party connections. The Service may be unavailable due to maintenance, updates, outages, internet issues, hosting provider issues, third-party service failures, cyber incidents, carrier delays, force majeure events, or other circumstances. The Auto Wall is not liable for any interruption, delay, suspension, data feed issue, lost opportunity, lost transaction, missed bid, missed auction, failed notification, failed approval, failed SMS, failed email, or inability to access or use the Service.

12. SUSPENSION AND TERMINATION

The Auto Wall may suspend, limit, deactivate, restrict, or terminate any account, access right, marketplace group access, buyer approval, seller approval, auction connection, integration, listing, data feed, communication feature, or Service functionality with or without notice where The Auto Wall believes such action is necessary or appropriate for security, risk management, legal compliance, fraud prevention, nonpayment, protection of the Service, protection of users or third parties, violation of these Terms, suspected misuse, inaccurate information, or operational reasons. The Auto Wall is not liable for any loss, claim, transaction failure, missed opportunity, or damages arising from such suspension, restriction, or termination. You may stop using the Service at any time, but it does not relieve you of any payment obligations, transaction obligations, indemnification obligations, or other obligations that accrued before termination or that survive under these Terms or any separate agreement.

13. DISCLAIMERS

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS TO THE MAXIMUM EXTENT PERMITTED BY LAW. THE AUTO WALL DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, AND RESULTS. THE AUTO WALL DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT LISTINGS, AUCTION INFORMATION, VEHICLE INFORMATION, OR THIRD-PARTY CONTENT WILL BE ACCURATE, COMPLETE, OR CURRENT. Without limiting the foregoing, The Auto Wall makes no warranty or representation regarding any vehicle, title, lien, ownership interest, odometer reading, mileage, condition, inspection, damage history, accident history, recall status, emissions status, legal compliance, auction result, bid, offer, sale, purchase, payment, transportation, delivery, pickup, arbitration, refund, buyer approval, seller approval, auction approval, marketplace access, third-party data, data feed, SMS delivery, email delivery, or communication delivery.

14. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AUTO WALL AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS, EVEN WHEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF THE AUTO WALL FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID TO THE AUTO WALL FOR THE SERVICE DURING THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS (US $100). This limitation applies to all claims and theories of liability, whether based in contract, tort, negligence, strict liability, statute, warranty, misrepresentation, restitution, equity, or otherwise. The Auto Wall will not be liable for the value of any vehicle, transaction amount, bid amount, sale price, purchase price, lost auction opportunity, lost inventory, transportation cost, title issue, payment dispute, chargeback, or third-party transaction obligation.

The limitations of liability in this Section do not limit your payment obligations to The Auto Wall, your indemnification obligations, your liability for misuse of the Service, unauthorized access, infringement, fraud, illegal conduct, or violation of confidentiality, security, or data obligations.

15. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless The Auto Wall and its affiliates, officers, directors, employees, contractors, agents, licensors, vendors, service providers, successors, and assigns from and against any claims, demands, actions, investigations, damages, losses, liabilities, penalties, fines, settlements, costs, and expenses, including reasonable attorneys’ fees and court costs, arising out of or related to: 1) your access to or use of the Service; 2) your listings, vehicle information, data, content, communications, or submissions; 3) any vehicle transaction, bid, offer, sale, purchase, payment, delivery, pickup, title issue, lien issue, inspection issue, arbitration, refund, chargeback, or dispute involving you; 4) your violation of these Terms, applicable law, auction rules, third-party terms, or third-party rights; 5) your failure to obtain required licenses, approvals, consents, or authorizations; 6) your provision of incorrect, unauthorized, or non-consented contact information, including mobile numbers or email addresses; 7) your negligence, fraud, willful misconduct, or misrepresentation; 8) unauthorized access or activity through your account.

16. ELECTRONIC COMMUNICATIONS

You consent to receive electronic communications from us, including emails, notices posted through the Service, and SMS messages described in these Terms. Electronic communications satisfy any legal requirement that communications be in writing, to the extent permitted by law.

17. CHANGES TO THE SERVICE OR TERMS

We may modify the Service and these Terms from time to time. Updated Terms become effective when posted or on the effective date stated in the updated Terms. Continued use of the Service after updated Terms become effective constitutes acceptance of the revised Terms to the extent permitted by law.

18. SURVIVAL

Any provisions that by their nature should survive termination will survive, including payment obligations, intellectual property rights, user content licenses, disclaimers, limitation of liability, indemnification, dispute resolution, governing law, confidentiality, data/security obligations, and any provisions necessary to enforce these Terms.

19. GOVERNING LAW; DISPUTE RESOLUTION; VENUE

These Terms shall be governed by and construed in accordance with the laws of the applicable state of the United States of America, without regard to its conflict-of-law principles.

19.1 Informal Resolution

Before filing any claim, the parties shall first attempt in good faith to resolve the dispute through written notice and business-level discussions for at least thirty (30) days, unless immediate legal action is necessary to protect The Auto Wall’s intellectual property, confidential information, Service, systems, data, users, marketplace integrity, or security.

19.2 Venue

Any dispute arising out of or relating to these Terms or the Service will be mediated in the respective state which the claim is filed, and each party consents to the personal jurisdiction and venue of those courts, unless a separate written agreement provides otherwise.

19.3 Class Action Waiver

To the maximum extent permitted by law, disputes must be brought only on an individual basis and not as a plaintiff, claimant, or class member in any class, collective, consolidated, representative, or private attorney general action.

19.4 Jury Trial Waiver

To the maximum extent permitted by law, each party knowingly and voluntarily waives any right to trial by jury in any dispute arising out of or relating to these Terms or the Service.

19.5 Injunctive Relief

The Auto Wall may seek injunctive, equitable, or emergency relief in any court of competent jurisdiction to protect its intellectual property, confidential information, Service, systems, data, users, marketplace integrity, or security.

20. MISCELLANEOUS

These Terms, together with the Privacy Policy and any additional terms expressly incorporated by reference, constitute the entire agreement between you and The Auto Wall regarding the Service. A failure to enforce a provision does not waive that provision. Any provision held unenforceable will be enforced to the fullest extent permitted, and the remaining provisions will remain in effect. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets. If there is a conflict between these Terms and a separate written agreement signed by The Auto Wall, the separate written agreement will control only for the specific subject matter of that agreement. Additional marketplace rules, auction rules, pricing terms, order forms, subscription terms, SMS terms, privacy terms, or feature-specific terms may apply to particular services, transactions, or users. Unless expressly stated otherwise, these Terms continue to apply to all other matters.

21. CONTACT US

Questions regarding these Terms may be directed to:

Marche - TheAutoWall.com Tampa, FL, 33606. Support email: marche@theautowall.com