Our Terms & Policies

CarSimple Terms of Service

Last Updated: December 9, 2022

Welcome to the CarSimple Terms of Service (the “Agreement”). This Agreement is between CarSimple Holdings Ltd. (“CarSimple”, “us”, “we” or “our”), the owner and operator of https://www.carsimple.ca/ (the “Site”) and you (“you”, “your” or “user”), a user of the Site. This Agreement governs your access and use of the Site and the services accessible through the site, including browsing for vehicles, scheduling and conducting test drives, obtaining appraisals, applying for financing, buying and selling vehicles, and any other related services offered by CarSimple through the Site (together, all such services and the Site are the “Services”).

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This Agreement incorporates by reference the Privacy Policy posted by us on our Site (the “Privacy Policy”), and any other policies posted by us on our Site from time to time and expressly referencing this Agreement.

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PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT IS A LEGALLY BINDING CONTRACT BETWEEN YOU AND CARSIMPLE AND IS DEEMED ACCEPTED BY YOU UPON YOUR FIRST ACCESS OR USE OF ANY OF THE SERVICES. IF YOU DO NOT ACCEPT THIS AGREEMENT, DO NOT ACCESS OR USE ANY OF THE SERVICES.

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1. Overview

You can access and browse the Site for vehicles without registering for an account. However, if you wish to access and use other Services available through the Site, such as purchasing a vehicle, then you must register for an account. You are responsible for: (a) securing and maintaining the confidentiality of your account information; (b) any actions or omissions occurring under your account; and (c) notifying us as soon as possible upon becoming aware of any unauthorized use of your account. You are not permitted to share your account information with any other person.

You must be at least the age of majority, as defined in your province or territory of residence, in order to use the Services. Use of our Services by anyone under such age is prohibited. Our Services are offered to individuals located in Canada only. CarSimple reserves the right, in our sole discretion, at any time and from time to time without notice, to: (i) change the pricing for any of the Services, as applicable; (ii) deliver vehicles at times other than those specified in any advertising or in any applicable purchase order; and (iii) refuse the registration of any account.

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2. Responsible Use

In accessing and using the Services, you must not:

1. (a) breach or circumvent any laws or any third-party rights;
2. (b) use our Services if you are not able to form legally binding contracts (i.e., lacking legal capacity with respect to age, mental capacity or other factor), or are temporarily or indefinitely suspended

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from using our Services;

1. (c) transfer your account to another party without our consent;
2. (d) impersonate another individual;
3. (e) distribute viruses or any other technologies that may harm the Site;
4. (f) use any robot, spider, scraper, data mining tools, data gathering and extraction tools, or other automated means to access our Site for any purpose, except with the prior written consent of CarSimple;
5. (g) interfere with the working of our Site, or impose an unreasonable or disproportionately large load on our infrastructure;
6. (h) infringe the copyright, trademark, patent, publicity, moral, database and/or other intellectual property rights (collectively “Intellectual Property Rights”) that belong to or are licensed to CarSimple or any third party;
7. (i) circumvent any technical measures we use to provide the Services or take any action to violate, interfere with or undermine the security or system integrity of the Services; or
8. (j) take any action that would damage, harm, or diminish CarSimple’s reputation, goodwill, or public image.

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If CarSimple determines, in our sole discretion, that you are abusing the Services or failing to comply with the terms of this Agreement, we may, without limiting any other available remedies, limit, suspend or terminate your account and access to our Services, and/or take legal steps to prevent you from using our Services.

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In our sole discretion, we may cancel unconfirmed accounts, accounts created by bots or any other automated method, or accounts that have been inactive for a long time. Additionally, we reserve the right at any time and from time to time to limit, refuse or terminate all or part of our Services to anyone for any or no reason at our sole discretion.

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3. User Content

When providing information and content through your access and use of the Services (directly or indirectly), you grant us a non-exclusive, irrevocable, worldwide, perpetual, royalty-free, fully-paid up, transferrable and sublicensable (through multiple tiers) right and license to use and disclose such information and content in connection with our provision, expansion, and promotion of the Services. You represent and warrant that, for all information and content that you provide to us in accessing and using the Services:

1. (a) you own or otherwise control all necessary rights and authorizations to do so and to meet your obligations under this Agreement;
2. (b) such information and content is true, accurate and complete;
3. (c) use of any such information and content by CarSimple, or others in contract with us, as part of the provision of the Services, does not and will not infringe any Intellectual Property Rights, privacy rights or contractual rights of any third party. Upon becoming aware that any information or content provided by you is incorrect or incomplete, you will promptly notify us of same. CarSimple will rely upon the information and content provided by you in order to provide the Services, and CarSimple is not responsible for verifying such information and content. You are solely responsible for all damages and losses resulting from your provision of false, incorrect or incomplete information and content.

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4. CarSimple Content

The content contained on the Site, including without limitation the text, graphics, images, audio, video and other material, as well as the taglines and look-and-feel (collectively, the “Content”), is protected by copyright, trademark and other such intellectual property laws in Canada, the United States and foreign countries, and is owned or controlled by CarSimple or by third parties that have licensed their Content to CarSimple. The trademarks, logos and service marks (the “Marks”) displayed on the Site, and which may be included with the Content, are owned by CarSimple or third-party licensors. You are prohibited from using the Content and the Marks without prior written permission from CarSimple or such applicable

third party in each instance. For certainty, CarSimple retains all right, title and interest in and to the Content and the Marks.

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5. Third Party Services

1. (a) Third Party Service Providers. We may use third party service providers in connection with our provision of the Services, including: (i) third party payment processors for facilitating payments; (ii) third party appraisal services; and (iii) third party insurers. We disclaim any and all liability that may result from the third party service providers and any service, information or materials provided by them, and make no representation, warranty or guarantee with regards to the third party service providers or their actions or omissions. You hereby release CarSimple and its officers, directors, employees and agents from any and all claims, actions, demands, damages, losses, costs and expenses in connection with third party service providers.
2. (b) Third Party Links. The Site may contain links to third party websites or applications that are not owned, maintained or operated by CarSimple. Any such links are provided solely as a convenience to you and not as an endorsement by CarSimple. CarSimple is not responsible for the content or services of such linked third-party websites or applications and does not make any representations, warranties or guarantees regarding the content, the services or the privacy practices of such third parties. For certainty, CarSimple disclaims any liability associated with your access to, use of, download of, or reliance on, such third-party websites or applications and their content and services. If you decide to access, use or download any such third-party website, application, content or services, you do so at your sole risk.

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6. Disclaimers and Liability Limitation

YOU AGREE THAT YOU USE THE SERVICES AND ANY PRODUCTS DELIVERED IN CONNECTION THEREWITH AT YOUR SOLE RISK. FOR CERTAINTY, UNLESS OTHERWISE EXPRESSLY SET OUT IN THIS AGREEMENT, ALL REFERENCES TO “SERVICES” IN THIS AGREEMENT INCLUDE ANY PRODUCTS DELIVERED OR OTHERWISE OBTAINED IN CONNECTION WITH THE SERVICES.

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TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

1. (A) THE SERVICES ARE PROVIDED WITHOUT ANY WARRANTIES OR GUARANTEES WHATSOEVER, WHETHER EXPRESS OR IMPLIED, AND ARE PROVIDED ON AN “AS IS” “AS AVAILABLE” BASIS. WITHOUT LIMITING THE FORGOING, THE SERVICES ARE PROVIDED WITHOUT IMPLIED OR EXPRESS WARRANTIES OR CONDITIONS OF MERCHANTABILITY, AVAILABILITY, QUALITY, PERFORMANCE, ERROR-FREE OPERATION, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE CANNOT GUARANTEE THAT THE SERVICES WILL FUNCTION WITHOUT DEFECT, ERRORS, INTERRUPTION, OR DOWNTIME. BY USING OUR SERVICES, YOU AGREE THAT CARSIMPLE AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS ARE NOT LIABLE FOR ANY LOSS, HARM, DAMAGE, COST, OR INJURY SUFFERED IN CONNECTION WITH YOUR ACCESSING, USING, OR THE INABILITY TO ACCESS OR USE, THE SERVICES. BY ACCESSING OR USING THE SERVICES YOU AGREE THAT CARSIMPLE IS NOT LIABLE FOR YOUR ACTIONS OR JUDGMENTS IN CONNECTION WITH SAME. CARSIMPLE IS NOT LIABLE FOR THE ACTIONS OR CONTENT OF THIRD PARTIES.
2. (B) CARSIMPLE IS NOT LIABLE FOR ANY DAMAGES OR LOSSES ARISING OR RESULTING DIRECTLY OR INDIRECTLY FROM: (I) THE INFORMATION AND CONTENT YOU PROVIDE (DIRECTLY OR INDIRECTLY) WHEN USING THE SERVICES; (II) YOUR USE OF OR YOUR INABILITY TO USE OUR SERVICES; (III) DELAYS OR DISRUPTIONS IN OUR SERVICES; (IV) ANY ACTS OR OMMISSIONS YOU TAKE IN THE COURSE OF USING THE SERVICES; (V) ANY RELIANCE YOU PLACE ON THE INFORMATION MADE AVAILABLE THROUGH THE SERVICES; AND (VI) THE OPERATION, TRANSPORT OR STORAGE BY YOU OR A THIRD PARTY OF ANY VEHICLE PURCHASED THROUGHTHE SITE AND ANY DAMAGE, INJURY OR DEATH CAUSED THEREBY.
3. (C) IN NO EVENT WILL CARSIMPLE HAVE ANY LIABILITY TO ANY OTHER PARTY FOR ANY INCIDENTAL, PUNITIVE, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOST SAVINGS, LOST OPPORTUNITY COSTS OR OTHER SIMILAR PECUNIARY LOSS), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) AND WHETHER OR NOT CARSIMPLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

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7. Indemnity

You agree to defend, indemnify, and hold harmless CarSimple and its officers, directors, employees and agents from and against any and all third party claims, actions, demands, damages, losses, costs and expenses (including reasonable legal fees), arising from or relating to: (a) your use of the Services; (b) your breach of this Agreement; or (c) your negligence or willful misconduct.

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8. Reliance

You understand and agree that CarSimple is making the Services available to you in reliance upon the limitations and exclusions of liability, indemnities, and the disclaimers set forth herein and that the same form an essential basis of the contract between you and us. You agree that the limitations and exclusions of liability, indemnities, and the disclaimers set forth herein will survive, and continue to apply in the case of a fundamental breach or breaches of, the failure of essential purpose of contract, the failure of any exclusive remedy or any termination of this Agreement.

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9. General

• (a) Entire Agreement. This Agreement, which incorporates the Privacy Policy and any other policy herein referenced, constitute the entire agreement between you and CarSimple with respect to the subject matter contained herein and there are no other terms, conditions, representations, warranties, or collateral agreements, express or implied. To the extent of any conflict between this Agreement and the Privacy Policy, this Agreement will govern. Notwithstanding the foregoing, to the extent that there is any separate documentation among a user and CarSimple specifically relating to the purchase and sale of a vehicle or any other Services, then such documentation will solely govern those transactions.
• (b) Amendments. CarSimple may amend this Agreement without notice or consent at any time and from time to time by posting the amended Agreement on the Site. The amended Agreement will take effect immediately upon posting to the Site. You can determine when this Agreement was last amended by referring to the “Last Updated” reference expressly provided above. Your continued access or use of any of our Services after the posting of the amended Agreement on the Site constitutes your acceptance of the amended Agreement. This Agreement may not be amended by you, except through mutual agreement by you and a CarSimple representative who intends to amend this Agreement and is duly authorized to agree to such an amendment.
• (c) Force Majeure. Without limiting any of CarSimple’s rights herein, CarSimple will not be liable for any delay in the performance of any of its obligations herein if such delay is caused by circumstances beyond CarSimple’s reasonable control, including without limitation, acts of God, acts of government, pandemic, floods, fires, earthquakes, civil unrest, war, acts of terror, strikes or other labor problems, failures of common carriers (including Internet service providers), or denial of service attacks.
• (d) Assignment. CarSimple may assign this Agreement and all your consents contained herein, in whole, or in part, at any time, with or without notice to you. You may not assign your rights or delegate your duties under this Agreement, either in whole or in part, without CarSimple’s prior written consent in each instance. This Agreement will enure to the benefit of and be binding upon the parties to this Agreement and their respective successors, heirs and permitted assigns.
• (e) Non-Waiver. Our failure to exercise or enforce any right or provision of this Agreement will not operate as a waiver of such right or provision. Any waivers by CarSimple will not be effective unless in writing and signed by a duly authorized officer of CarSimple.
• (f) Severability. The invalidity or unenforceability of any provisions of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, which will remain in full force and effect. Upon any determination by a court of competent jurisdiction that any provision herein is invalid, illegal or unenforceable, such impugned provision will be modified so as to effect its original intent as closely as possible while complying with applicable law.
• (g) Language. This Agreement was written in the English language. If this Agreement is translated into another language, the English language text will in any event prevail. Unless the context otherwise requires, words importing the singular include the plural and vice versa, and words importing gender include all genders. Where the word “including” or “includes” is used in this Agreement, it means “including (or includes) without limitation”.
• (h) Trial Waiver. You hereby irrevocably and unconditionally agree to waive any right you may have to a trial by jury, or commence or participate in any class action against us related to the Services and/or this Agreement.
• (i) Governing Law. This Agreement is governed and interpreted pursuant to the laws of the Province of British Columbia, Canada and the federal laws of Canada applicable therein, without regard to

principles of conflicts of law that would impose the law of another jurisdiction, and you agree to submit to the exclusive jurisdiction of the courts located within the Province of British Columbia, Canada. The foregoing will not limit CarSimple’s right to enforce this Agreement in any other jurisdiction if reasonably necessary or advisable in our sole discretion.

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10. Contact Us

If you have inquiries regarding the Services, please email us at info@carsimple.ca.

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