MEMBER TERMS AND CONDITIONS

Last revised: May 19, 2025

SECTION A: JES SOLUTIONS LLC - AUTO SALES UNITED STATES (“U.S.”) STANDARD TERMS AND CONDITIONS

These terms and conditions govern all items offered for sale by or through JES SOLUTIONS LLC - AUTO SALES facilities located in the U.S.

 

SECTION B: JES SOLUTIONS LLC - AUTO SALES CANADA STANDARD TERMS AND CONDITIONS

These terms and conditions govern all items offered for sale by or through JES SOLUTIONS LLC - AUTO SALES facilities located in Canada.

 

SECTION A - U.S. STANDARD TERMS AND CONDITIONS:

As a condition to entering into any transaction through a website or app maintained by JES SOLUTIONS LLC - AUTO SALES, Inc. (including, but not limited, to JES SOLUTIONS LLC - AUTO SALES.com and crashedtoys.com) (collectively, “JES SOLUTIONS LLC - AUTO SALES’s Websites”), for any item offered at or through a JES SOLUTIONS LLC - AUTO SALES facility in the U.S. (including at a live auction conducted by JES SOLUTIONS LLC - AUTO SALES), you (“Member”) agree to be bound by the following Terms and Conditions. JES SOLUTIONS LLC - AUTO SALES reserves the right to amend these Terms and Conditions at any time without prior notice to you. In addition, any terms and conditions printed on JES SOLUTIONS LLC - AUTO SALES sale sheets, any conditions displayed on JES SOLUTIONS LLC - AUTO SALES’s Websites, and the Image and Data License Agreement, the JES SOLUTIONS LLC - AUTO SALES Website Terms of Service, and the JES SOLUTIONS LLC - AUTO SALES Privacy Policy are incorporated into these Terms and Conditions by reference. By accepting these Terms and Conditions, you acknowledge that you have read, understood and accepted our Privacy Policy.

Unless otherwise stated, all fees are quoted in U.S. Dollars.

These Terms and Conditions affect your legal rights against JES SOLUTIONS LLC - AUTO SALES. You should read the entire Terms and Conditions carefully before accepting them. By registering as a Member and/or placing a bid in a JES SOLUTIONS LLC - AUTO SALES auction, you represent and warrant to JES SOLUTIONS LLC - AUTO SALES that you have read and understood the Terms and Conditions in their entirety and that you agree to be bound by them in all respects. We may change these Terms and Conditions and the policies incorporated herein from time to time, and if we do so, we will upload a new version to our website and provide notice where JES SOLUTIONS LLC - AUTO SALES determines in its sole discretion that such changes are material.

Vehicles offered for sale on JES SOLUTIONS LLC - AUTO SALES’s Websites are sold through our Internet based auction selling platform. Only registered and active Basic and Premier Members are permitted to bid on vehicles. JES SOLUTIONS LLC - AUTO SALES’s auction platform employs a two-step bidding process:

Step 1 – Preliminary Bidding is an open bidding venue that allows a bidder to enter bids over the Internet (see “Internet Preliminary Bidding” below). A bidder can see the current high bid on a vehicle during Preliminary Bidding. Bidders enter the maximum price that they are willing to pay for a vehicle and the BID4U feature (see Section II.D. below) will incrementally bid on the vehicle on their behalf during Preliminary Bidding and, if it is the highest Preliminary Bid at the end of the Preliminary Bidding Period, during the Virtual Sale. The Preliminary Bidding Period ends prior to the start of the Virtual Sale. During the Preliminary Bidding Period, Members may preview the offered vehicles either online or in person at the JES SOLUTIONS LLC - AUTO SALES facility where the vehicle is offered.

Step 2 – Virtual Sale is a real time, Internet only virtual auction. Bidders have the opportunity to bid against each other and the high bidder from the Preliminary Bidding Period in real time. Bidders enter bids via the Internet in real time, and BID4U submits bids for the high bidder from the Preliminary Bidding Period, up to the bidder’s maximum bid. When bidding stops, a countdown is initiated. If a new bid is received during the countdown, the countdown resets. In addition, JES SOLUTIONS LLC - AUTO SALES may also, in its sole discretion, extend or reset any countdown.

Bidding Overview: Here are the ways for Basic and Premier Members to bid on vehicles offered for sale on JES SOLUTIONS LLC - AUTO SALES’s Websites:

"Internet Preliminary Bidding” – During the Preliminary Bidding Period, Members may log on to JES SOLUTIONS LLC - AUTO SALES’s website and submit bids electronically. The highest Preliminary Bid at the close of the Preliminary Bidding Period competes against Virtual Bids (see below) via “BID4U” during the Virtual Sale.

"Virtual Bidding” – Members may log on to JES SOLUTIONS LLC - AUTO SALES’s Websites during a Virtual Sale to submit bids electronically, in real time over the Internet, to compete with the highest Preliminary Bid and other Virtual Bids.

"Sealed Bidding” – Members may log onto JES SOLUTIONS LLC - AUTO SALES’s Websites to bid on certain vehicles offered by insurance companies and vehicle finance companies through JES SOLUTIONS LLC - AUTO SALES’s Virtual Internet Exchange (“VIX”) and Sealed Bid Repo Sales. Both VIX and Sealed Bid Repo Sales use a sealed bid format. BID4U is not available under this format – bids are accepted at face value.

"Buy It Now” – Certain vehicles are offered for sale with the “Buy It Now” feature. Buy It Now allows a Member to purchase a vehicle immediately at a price set by the seller before the vehicle goes to auction. Upon clicking the Buy It Now button, the Member will be directed to a confirmation page to confirm the Member’s Buy It Now bid. Once the bid is confirmed, the Member will be directed to the payment screen.

"Make an Offer” – Certain vehicles are offered for sale with the “Make an Offer” feature. Make an Offer allows a Member to make an offer for a vehicle. Offers submitted by clicking the Make an Offer button cannot be retracted and are valid for 2 business days (not including the day the offer is made) regardless of auction date or results.

"Live Auction Bidding” – JES SOLUTIONS LLC - AUTO SALES may offer vehicles for sale through a live auction format. All such vehicles are also offered for sale on JES SOLUTIONS LLC - AUTO SALES’s Websites, with the live auction and Virtual Sale running concurrently. At the live auction JES SOLUTIONS LLC - AUTO SALES will announce Virtual Bids placed on a vehicle and will enter Live Auction Bids placed by Members present in person at the live auction. Live Auction Bids will be visible to Members viewing the Virtual Sale on JES SOLUTIONS LLC - AUTO SALES’s Websites. JES SOLUTIONS LLC - AUTO SALES reserves the right to extend the bidding time for a vehicle in JES SOLUTIONS LLC - AUTO SALES’s sole discretion.

Prospective vehicle buyers may engage one of JES SOLUTIONS LLC - AUTO SALES’s independent third party domestic registered brokers, international lounge operators or certified resellers (collectively, “Third Party Purchaser”) for assistance in accessing vehicles on one of JES SOLUTIONS LLC - AUTO SALES’s Websites by registering directly with the Third Party Purchaser on their website. Third Party Purchaser’s bid on and purchase vehicles on JES SOLUTIONS LLC - AUTO SALES’s Websites as the Members then sell those vehicles to their respective customers, which are their prospective buyers. Those who elect to engage a Third Party Purchaser are advised to carefully read and understand the Third Party Purchaser’s terms and conditions, including payment terms and conditions, conditions of sale, and fees charged, and to thoroughly review their qualifications and services offered to ensure that they meet the relevant vehicle purchasing needs. Third Party Purchasers are independent of JES SOLUTIONS LLC - AUTO SALES, and JES SOLUTIONS LLC - AUTO SALES is not a party to any agreement or business arrangement entered into between the Third Party Purchaser and their prospective buyers, which are their customers. Those who engage a Third Party Purchaser to access vehicles on JES SOLUTIONS LLC - AUTO SALES’s Websites, purchase the vehicles solely from the Third Party Purchaser, not from JES SOLUTIONS LLC - AUTO SALES, and are not parties to purchases made by Third Party Purchaser’s on JES SOLUTIONS LLC - AUTO SALES’s Websites. A list of JES SOLUTIONS LLC - AUTO SALES’s Third Party Purchasers is available on JES SOLUTIONS LLC - AUTO SALES’s Websites.

Note: A Member shall not bid on any vehicle if they are also the seller of the vehicle.

I. DISCLAIMERS

A. Vehicle Condition and History Disclaimer.

Except as otherwise expressly provided by applicable law, all vehicles sold through JES SOLUTIONS LLC - AUTO SALES are sold “AS-IS WHERE-IS,” WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY. As used in these Terms and Conditions, “vehicle(s)” means all items posted for sale on JES SOLUTIONS LLC - AUTO SALES’s Websites and otherwise offered for sale at JES SOLUTIONS LLC - AUTO SALES facilities, including but not limited to cars, trucks, motorcycles, boats, jet skis, industrial equipment, trailers, RV’s, etc. “Vehicles” also includes miscellaneous salvage items that are posted for sale on JES SOLUTIONS LLC - AUTO SALES’s Websites under the heading “Other Goods.”  However, Members expressly acknowledge and agree that “vehicle(s)” does not mean or include, and JES SOLUTIONS LLC - AUTO SALES does not purport to facilitate the sale of, any cargo or items of personal property which may be contained in a vehicle but are not part of the vehicle. It is the sole responsibility of the Member purchasing a vehicle to take possession of and/or dispose of any such cargo or contents in accordance with applicable law.

JES SOLUTIONS LLC - AUTO SALES and its vehicle sellers expressly disclaim the accuracy or completeness of any and all information provided to Members regarding vehicles, whether provided in written, verbal, or digital image form (“Vehicle Information”). Vehicle Information provided by JES SOLUTIONS LLC - AUTO SALES and its vehicle sellers is for convenience only. Members shall not rely on Vehicle Information in deciding whether or how much to bid on a vehicle offered for sale through JES SOLUTIONS LLC - AUTO SALES. Vehicle Information includes but is not limited to: year, make, model, condition, ACV, damage amount, damage type, drivability, accessories, equipment, mileage, odometer disclosures, vehicle identification number (e.g. “VIN,” “HIN,” and serial number), title, repair cost, repair history, title history, and total loss history. No effort has been made to list open recalls applicable to any vehicles. Any recalls are the sole responsibility of the purchaser and can be found at locations like https://www.nhtsa.gov/. JES SOLUTIONS LLC - AUTO SALES and its vehicle sellers expressly disclaim any and all representations, warranties, and guarantees regarding vehicles sold through JES SOLUTIONS LLC - AUTO SALES. JES SOLUTIONS LLC - AUTO SALES does not guarantee that keys are available for any vehicle sold through JES SOLUTIONS LLC - AUTO SALES, regardless of whether keys are present in online vehicle images or were present in the vehicle prior to the time of purchase. Certain jurisdictions permit vehicles to be sold with missing VIN plates; as a result, JES SOLUTIONS LLC - AUTO SALES does not guarantee that vehicles are equipped with any or all VIN plates. Vehicle parts may be missing. JES SOLUTIONS LLC - AUTO SALES does not guarantee that vehicles meet or can be modified to meet local emission and/or safety requirements. It is the sole responsibility of the Member to ascertain, confirm, research, inspect, and/or investigate vehicles and any and all Vehicle Information prior to bidding on vehicles.

All Members agree that JES SOLUTIONS LLC - AUTO SALES vehicles are sold AS-IS and are not represented as being in a road worthy condition, mechanically sound, or maintained at any guaranteed level of quality. The vehicles may not be fit for use as a means of transportation and may require substantial repairs and expense. Repairing or dismantling vehicles on JES SOLUTIONS LLC - AUTO SALES premises is strictly prohibited. All Members must arrange to safely and legally remove purchased vehicles from JES SOLUTIONS LLC - AUTO SALES’s facility prior to undertaking any repairs or dismantling.

B. Registration Laws Disclaimer. JES SOLUTIONS LLC - AUTO SALES does not guarantee that any vehicle sold can be legally registered in any state or country, and the Member accepts all risks associated with variations in vehicle title and registration laws between states, provinces, and countries that may negatively impact the marketability of vehicles purchased at JES SOLUTIONS LLC - AUTO SALES. (For example, a vehicle legally purchased on a clean title by a Member at a JES SOLUTIONS LLC - AUTO SALES facility located in State “A” may be required to be sold on a salvage title if Member transports and resells the vehicle in State “B”.)

C. DMV/MVD/DOR Paperwork Disclaimers. JES SOLUTIONS LLC - AUTO SALES is not responsible for defects, errors, omissions, or delays of any nature (i) related to motor vehicle department or department of revenue paperwork not processed by JES SOLUTIONS LLC - AUTO SALES or (ii) made or caused by any motor vehicle department, department of revenue or other governmental entity.

D. NMVTIS Reporting Disclaimer. Vehicles listed for sale at JES SOLUTIONS LLC - AUTO SALES may have been reported to the National Motor Vehicle Title Information System (“NMVTIS”), and transaction data related to vehicles purchased at JES SOLUTIONS LLC - AUTO SALES may be reported to NMVTIS, in JES SOLUTIONS LLC - AUTO SALES’s sole discretion. Each Member accepts all risks associated with purchasing vehicles at JES SOLUTIONS LLC - AUTO SALES resulting from the reporting of the vehicle or the purchase transaction data to NMVTIS by JES SOLUTIONS LLC - AUTO SALES or others. Members may be subject to NMVTIS reporting requirements when purchasing certain vehicles. For more information on reporting requirements, exemptions, and how to obtain an NMVTIS Reporting ID, visit https://vehiclehistory.bja.ojp.gov/.

E. Disclosure of Member Information. Each Member expressly agrees and consents that JES SOLUTIONS LLC - AUTO SALES may, if and to the extent necessary to comply with applicable law, disclose without prior notice to Member information regarding JES SOLUTIONS LLC - AUTO SALES’s Members and regarding transactions conducted by Members through JES SOLUTIONS LLC - AUTO SALES if requested to do so in any judicial or administrative proceeding or by any governmental agency or regulatory authority (whether by deposition, interrogatory, request for documents, subpoena, civil or criminal investigative demand, or otherwise).  Each Member also expressly agrees and consents that JES SOLUTIONS LLC - AUTO SALES may, in its sole discretion, provide information about Members and Member account activity to law enforcement or regulators to help prevent or respond to suspected illegal activity.

II. SALE POLICIES

A. Bid Rejection. As permitted by state law, JES SOLUTIONS LLC - AUTO SALES reserves the right to reject or void bids for any reason, in JES SOLUTIONS LLC - AUTO SALES’s sole discretion. Should a dispute arise regarding a bid, JES SOLUTIONS LLC - AUTO SALES is the exclusive deciding authority with sole discretion in resolving disputes. Members agree to indemnify, defend, and hold JES SOLUTIONS LLC - AUTO SALES harmless from any and all liability arising out of decisions made in resolving disputes.

B. Sale Cancellation. JES SOLUTIONS LLC - AUTO SALES may, in its sole discretion and with or without notice, postpone or cancel a sale or withdraw a vehicle from a sale. JES SOLUTIONS LLC - AUTO SALES will have no liability or obligation to Members as a result of any vehicle withdrawal or sale cancellation or postponement. Further, JES SOLUTIONS LLC - AUTO SALES reserves the right to cancel or reverse a sale transaction if JES SOLUTIONS LLC - AUTO SALES determines in its sole discretion that such action is necessary to prevent fraud or other illegal activity, or if JES SOLUTIONS LLC - AUTO SALES reasonably believes there is material a misrepresentation, or patent defect in the Vehicle Description or bidding information. JES SOLUTIONS LLC - AUTO SALES also reserves the right to cancel or reverse a sale transaction if JES SOLUTIONS LLC - AUTO SALES reasonably believes the sale or transaction involves a violation of JES SOLUTIONS LLC - AUTO SALES’s Member Terms. In the event a sale is cancelled after payment has been remitted, JES SOLUTIONS LLC - AUTO SALES will return the payment to the original form of payment, where feasible, or may credit the amount of the payment to the Member’s account, subject to applicable balance restrictions.

C. Tie Bid Policy. Virtual Bids (and, where available, Live Auction Bids) prevail over Preliminary Bids of equal amount.

D. BID4U. JES SOLUTIONS LLC - AUTO SALES uses BID4U to make the bidding process easier and more efficient. Simply enter a Preliminary Bid representing the maximum price you are willing to pay for the vehicle and BID4U will bid on your behalf up to your maximum bid during both the Preliminary Bidding Period and the Virtual Sale. BID4U will only bid one increment over the current bid to maintain your position as the highest bidder. This allows you the possibility of purchasing a vehicle below your maximum bid. If a bidder with a higher maximum bid outbids you during Preliminary Bidding, you will be notified via email. BID4U is not available for VIX vehicles (see Section II.F. below).

E. Minimum Bids, Bid to Be Approved, and Counter Bidding.

1. If (a) the seller designates a vehicle as “Bid to Be Approved” or “On Approval” or (b) the seller designates a Minimum Bid for a vehicle and the high bid in the auction is less than the Minimum Bid amount, then the vehicle will not be released to the Member with the high bid unless and until the seller has notified JES SOLUTIONS LLC - AUTO SALES of its acceptance of the bid.  The seller has until 7:45 p.m. (Pacific Time) on the next business day following the day of the auction to notify JES SOLUTIONS LLC - AUTO SALES of such acceptance.
2. Counter Bidding allows sellers who have designated a vehicle as Minimum Bid, Bid To Be Approved, or On Approval to directly counter bid a bidder after the auction ends.   The Member acknowledges and agrees that, regardless of any counter bids made by the seller of a vehicle, the Member’s high bid on a Minimum Bid, Bid To Be Approved, or On Approval vehicle is an offer that shall remain open to acceptance by the seller until 7:45 p.m. (Pacific Time) on the next business day after the day of the auction.

F. VIX (Virtual Internet Exchange) and Sealed Bid Repo Vehicles.

1. VIX vehicles and Sealed Bid Repo vehicles are still in the seller’s possession at the time of bidding and may only be inspected using the images available on JES SOLUTIONS LLC - AUTO SALES’s Websites. The location of the JES SOLUTIONS LLC - AUTO SALES facility where the vehicle and title may be picked up by the high bidder will appear in the online vehicle listing. VIX and Sealed Bid Repo vehicles are sold “on approval” using a sealed bid auction format. BID4U is not available for these vehicles. In the event of a tie between two or more bidders, the first bid received will be deemed the high bidder. Once submitted, bids can be increased, but cannot be lowered or retracted.
2. JES SOLUTIONS LLC - AUTO SALES will notify Members whether a bid has been accepted by the seller within three (3) business days after the listed bidding period ends. Members may also obtain this information by clicking on the “Check Bids” link, the “VIX Action Pending” icon, or the Sealed Bid Repo Action Pending icon within the “Member Account” section of JES SOLUTIONS LLC - AUTO SALES’s Websites.
3. If a Member’s bid has been accepted, the Member is obligated to purchase the vehicle, but only if JES SOLUTIONS LLC - AUTO SALES notifies the Member no later than 45 days after bid acceptance that the vehicle and title are available for pick up. Following notification, the Member will have the standard number of days allowed by the JES SOLUTIONS LLC - AUTO SALES facility where the vehicle is located to pick up the vehicle before late-payment and storage fees apply.
4. If JES SOLUTIONS LLC - AUTO SALES notifies the Member more than 45 days after bid acceptance that the vehicle and title are available for delivery, the Member may at its option either (i) cancel the sale, or (ii) pay for and take delivery of the vehicle.
5. If prior to the vehicle being removed from JES SOLUTIONS LLC - AUTO SALES premises, it is determined that items have been removed or replaced on the vehicle, that additional damage has occurred since the time the Member submitted his/her bid, and/or there is a title type discrepancy, the Member will have the option to purchase the vehicle at the original price or cancel the sale. Odometer readings that differ from the listed mileage by less than 2,000 miles do not qualify for transaction cancellation.

G. Vehicle and Title Release. As permitted by state law, JES SOLUTIONS LLC - AUTO SALES reserves the right not to release any vehicle or vehicle title for any reason.

H. Bids Entered. Once a bid has been submitted, it cannot be retracted, deleted, or cancelled.

I. Risk of Loss. Each Member takes full responsibility and assumes all risk of loss for all vehicles purchased from the time JES SOLUTIONS LLC - AUTO SALES accepts the Member’s bid. From and after Seller accepts a Member’s bid (for vehicles located at a JES SOLUTIONS LLC - AUTO SALES facility), the Member acknowledges that JES SOLUTIONS LLC - AUTO SALES is acting as bailee of the Member’s vehicle until such time as the vehicle is removed from JES SOLUTIONS LLC - AUTO SALES’s premises by the Member or the Member’s agent or representative. The Member agrees that under the terms of the bailment, (1) JES SOLUTIONS LLC - AUTO SALES shall not be responsible for damage to or loss of the vehicle or parts thereof due to operational procedures in place at all JES SOLUTIONS LLC - AUTO SALES facilities, from acts of theft or vandalism, or acts of God; (2) JES SOLUTIONS LLC - AUTO SALES shall only be responsible for damage to or loss of the vehicle or parts thereof caused by the direct willful or grossly negligent act or omission of JES SOLUTIONS LLC - AUTO SALES; and (3) JES SOLUTIONS LLC - AUTO SALES shall not be responsible for any claim of damage made after the vehicle has left JES SOLUTIONS LLC - AUTO SALES’s premises, regardless of whether the Member or any agent, employee or other representative on the Member’s behalf picks up the vehicle. 

The Member agrees to comply, and to cause its agents and representatives to comply, with all applicable laws and regulations when removing a vehicle from a JES SOLUTIONS LLC - AUTO SALES facility, including properly loading and securing all vehicles for safe travel. JES SOLUTIONS LLC - AUTO SALES personnel may load purchased vehicles for Members upon request; however, in so doing, JES SOLUTIONS LLC - AUTO SALES personnel take no responsibility for ensuring that the vehicles are properly loaded or secured for safe transport. JES SOLUTIONS LLC - AUTO SALES shall in no event be responsible or liable for any damage occurring as a result of unsafe or improper loading or securing of a vehicle for transport and the Member agrees to indemnify, defend, and hold JES SOLUTIONS LLC - AUTO SALES harmless from any and all claims, damages, losses, liabilities, obligations, costs and expenses (including attorneys’ fees) arising from or related to any failure of the Member or the Member’s agent or representative to properly load and/or secure a vehicle for transport.

Once a vehicle is removed from JES SOLUTIONS LLC - AUTO SALES’s premises it is accepted AS-IS, and under no circumstances will JES SOLUTIONS LLC - AUTO SALES be liable for subsequent claims of damage or loss of any kind or nature whatsoever. In the event JES SOLUTIONS LLC - AUTO SALES is found liable by a competent judicial authority, damages shall be limited to the lesser of (i) the amount of the diminution in value of the vehicle as reasonably estimated by JES SOLUTIONS LLC - AUTO SALES or (ii) the auction sale price (in which case the Member shall return the vehicle to JES SOLUTIONS LLC - AUTO SALES).  JES SOLUTIONS LLC - AUTO SALES may, in its sole discretion, resell the vehicle at a JES SOLUTIONS LLC - AUTO SALES sale, and the difference between the original sale price and the resale price shall be conclusive as to the amount of diminution of value, if any.

J. Offsite Sales. Offsite Sales vehicles will be available for pick up at the designated JES SOLUTIONS LLC - AUTO SALES facility or offsite address indicated. Standard JES SOLUTIONS LLC - AUTO SALES pickup requirements and storage rates apply to vehicles sold from offsite sale locations. If the Member fails to pick up an offsite vehicle within six (6) calendar days of sale, the vehicle may, at JES SOLUTIONS LLC - AUTO SALES’s sole discretion, be moved from the offsite sale location to one of JES SOLUTIONS LLC - AUTO SALES’s facilities, and if the vehicle has been moved, the Member will be responsible for towing charges from the offsite location to JES SOLUTIONS LLC - AUTO SALES’s facility, plus additional storage charges that may accrue from that day onward, for up to thirty (30) days. After the vehicle has been at JES SOLUTIONS LLC - AUTO SALES’s facility for thirty (30) days and the towing and storage charges have not been paid by the Member, the vehicle will be considered abandoned and JES SOLUTIONS LLC - AUTO SALES will process the vehicle according to applicable law.

K. Timely Removal of Purchased Vehicles. Vehicles purchased and not removed from JES SOLUTIONS LLC - AUTO SALES parking or loading facilities by 4:45 p.m. (local time at the facility) will be moved to the locked storage area and will only be released upon payment of an additional gate and storage fee if applicable.

III. TRADE LAW REQUIREMENTS

A. Sanctions Requirements. The Member agrees to comply, and to cause its agents, representatives, vendors, and employees to comply, with the economic and financial sanctions laws of the United States and any other applicable jurisdiction (the “Sanctions Laws”), when purchasing, selling, transporting, or handling a vehicle going to, coming from, or passing through any JES SOLUTIONS LLC - AUTO SALES facility, or otherwise conducting any activities involving JES SOLUTIONS LLC - AUTO SALES.  The Sanctions Laws include, but are not limited to, regulations maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”).

The Member represents, on an ongoing basis, that it is not a “Sanctioned Party,” meaning that the Member is (1) not identified on any restricted-party lists maintained under the Sanctions Laws, such as OFAC’s Specially Designated Nationals and Blocked Persons List (the “SDN List,” located here: https://sanctionslist.ofac.treas.gov/Home/SdnList); (2) not organized or ordinarily resident in a country or region subject to comprehensive restrictions under the Sanctions Laws (including Iran, Syria, North Korea, Cuba, and the Crimea, Donetsk People’s Republic, and Luhansk People’s Republic regions of Ukraine) (a “Sanctioned Region”); and (3) not owned or controlled by one or more persons described in (1) or (2), individually or in the aggregate, such that the Member would be subject to the same restrictions as such persons. 

The Member agrees that it will not buy any JES SOLUTIONS LLC - AUTO SALES vehicles on behalf of a Sanctioned Party, or otherwise involve a Sanctioned Party in any activities involving JES SOLUTIONS LLC - AUTO SALES, in violation of the Sanctions Laws.

B. Export Requirements. The Member agrees to comply, and to cause its agents, representatives, vendors, and employees to comply, with the export control laws of the United States and any other applicable jurisdiction (the “Export Laws”), when exporting, re-exporting, transferring, diverting, or otherwise transporting a JES SOLUTIONS LLC - AUTO SALES vehicle originating from the United States (a “Vehicle Export Transaction”).  The Export Laws include, but are not limited to, the Export Administration Regulations (the “EAR”) maintained by the U.S. Commerce Department’s Bureau of Industry and Security (“BIS”) and the Foreign Trade Regulations (the “FTR”) maintained by the U.S. Census Bureau.

The Member represents, on an ongoing basis, that it is not an “Export-Restricted Party,” meaning that the Member is (1) not identified on any restricted-party lists maintained under the Export Laws, such as BIS’s Denied Persons List, Unverified List, Entity List, and Military End User List (all identified here: https://www.bis.doc.gov/index.php/policy-guidance/lists-of-parties-of-concern).

The Member agrees that it will not engage in any Vehicle Export Transactions in violation of the Export Laws, in particular those prohibitions set forth at 15 C.F.R. Part 736. Such violations include, for example, a Member engaging in unauthorized exports, re-exports, transfers, diversions, or transportation to, or on behalf of, an Export-Restricted Person or certain Sanctioned Persons, or to a Sanctioned Region.

If the Member engaging in a Vehicle Export Transaction is a U.S. entity, the Member is the U.S. Principal Party in Interest (“USPPI”) with respect to the export and is responsible for ensuring compliance with U.S. export reporting requirements under the EAR and the FTR, including determining any export licensing requirements and the filing of Electronic Export Information (“EEI”).  The Member agrees that JES SOLUTIONS LLC - AUTO SALES will not be identified as the USPPI or any other party to the export transaction in any EEI filing in such cases. All relevant licensing and export information must be timely disclosed to JES SOLUTIONS LLC - AUTO SALES upon request.

C. Export Requirements – Routed Export Transactions. If the Member engaging in a Vehicle Export Transaction is a non-U.S. entity, the transaction is a “Routed Export Transaction” under the FTR and the EAR. Here, the Member is the Foreign Principal Party in Interest (the “FPPI”) with respect to the export. The Member agrees to authorize a U.S. forwarding agent (the “Authorized Agent”) to file EEI on the Member’s behalf and to facilitate the export. In these cases (and only these cases), JES SOLUTIONS LLC - AUTO SALES may be identified as the USPPI in the Routed Export Transactions. All relevant licensing and exporting information must be timely disclosed to JES SOLUTIONS LLC - AUTO SALES upon request.

The Member’s agreement to Section III of the Terms and Conditions serves as a writing within the meaning of 15 C.F.R. § 758.3(b) wherein the Member as FPPI expressly assumes responsibility for determining export licensing requirements and obtaining export license authority (as needed), such that the Authorized Agent is the “exporter” for EAR and FTR purposes.  The Member agrees to timely disclose all relevant licensing information to JES SOLUTIONS LLC - AUTO SALES upon request. JES SOLUTIONS LLC - AUTO SALES’s legal responsibility under the FTR is limited to providing certain information to the Authorized Agent for the Authorized Agent’s preparation of the EEI (this information can be found at https://www.JES SOLUTIONS LLC - AUTO SALES.com/content/us/en/landing-page/export-information).

D. Import Requirements. The Member shall act as “importer of record” or other responsible party (as the case may be) of each vehicle under all import laws of the country of destination and port of discharge and shall be solely responsible for compliance with all import requirements of the country of destination and port of discharge, including the preparation and filing of all required documentation with applicable government authorities, the payment of all import fees, duties, taxes, and any other charges payable upon import of a vehicle, and any required customs inspection and proof of emissions compliance.

E. Shipping Referral Program. JES SOLUTIONS LLC - AUTO SALES offers an international shipping services referral program (the “Program”) whereby Members may contract directly with certain freight forwarders to purchase international shipping services for vehicles purchased in the U.S. from JES SOLUTIONS LLC - AUTO SALES.com. If a Member purchases international shipping services from one of these freight forwarders, then the freight forwarder will act as the Authorized Agent for the Vehicle Export Transaction and the Member will abide by all provisions of this Section. Go to International Shipping to learn more about the Program.

IV. MEMBERS

A. Member Eligibility; Registration Data; Biometric Data. You may sign up as a Member at JES SOLUTIONS LLC - AUTO SALES if you are at least 18 years of age. In order to be able to bid or purchase vehicles through JES SOLUTIONS LLC - AUTO SALES, you must additionally satisfy other Member requirements as specified herein and successfully complete and pass JES SOLUTIONS LLC - AUTO SALES’s onboarding and screening requirements, which shall include, but may not be limited to, providing identification information, a government-issued photo ID, and business incorporation and/or licensing information and documentation, as applicable.  State-specific registration requirements and applicable laws, regulations, and restrictions may further limit Member sign up and vehicle purchasing eligibility. JES SOLUTIONS LLC - AUTO SALES reserves the right to deny Member onboarding applications, deny or restrict Member privileges and features, and exclude any individual or entity from JES SOLUTIONS LLC - AUTO SALES facilities, in each case, in its sole discretion. Your registration information includes any information you and/or your organization provides to us during the registration process and from time to time thereafter (“Registration Data”). The Registration Data is subject to our Privacy Policy. In consideration for your use of the JES SOLUTIONS LLC - AUTO SALES Websites, you agree to provide true, accurate, current and complete Registration Data, and to maintain and promptly update the Registration Data to keep it true, accurate, current and complete.

When you sign up as a Member at JES SOLUTIONS LLC - AUTO SALES, JES SOLUTIONS LLC - AUTO SALES collects and processes your biometric data in the form of geometric facial patterns derived from photographs that you provide to us. We use this data, along with other data, to verify your identity and prevent fraud. Consistent with the practices outlined in JES SOLUTIONS LLC - AUTO SALES’s Privacy Policy, JES SOLUTIONS LLC - AUTO SALES retains biometric data only for as long as necessary to verify your identity and prevent fraud. We do not retain your biometric data longer than necessary to provide our services and to comply with applicable law, which retention period will not exceed three years from the date of collection. JES SOLUTIONS LLC - AUTO SALES will not disclose your biometric data to third parties, except for our service providers that process your data on our behalf to provide identify verifications, fraud prevention, and authentication services. By registering as a Member at JES SOLUTIONS LLC - AUTO SALES, you acknowledge and agree that you have read this disclosure and JES SOLUTIONS LLC - AUTO SALES’s Privacy Policy, and that you voluntarily consent to JES SOLUTIONS LLC - AUTO SALES’s and its clients’ and service providers’ collection, storage, retention, use, and disclosure of your biometric data.

B. Member Types. 

1. Registered Guests must register and provide at least their first and last name, email address and phone number. Registered Guests may search inventory, add vehicles to a Watchlist and create Vehicle Alerts, but Registered Guests will not be able to bid on or purchase vehicles unless their membership type is upgraded to either a Basic or Premier Membership.
2. Basic Members must register and provide copies of current government issued photo identification as well as licenses and completed sales tax exemption certificates, if applicable. In addition, Basic Members must pay the initial Basic Member registration fee. A security deposit may also be required in certain cases in order for the Basic Member to submit a bid (see Section V.H. below).
3. Premier Members must register and provide copies of current government issued photo identification as well as licenses and completed sales tax exemption certificates, if applicable. In addition, Premier Members must pay the initial Premier Member registration fee and security deposit.

All Basic and Premier Members who purchase vehicles for resale must provide copies of current licenses and completed sales tax exemption certificates. Basic and Premier Memberships must be renewed annually by paying an annual nonrefundable Member renewal fee. Basic and Premier Members are responsible for submitting copies of any license renewals or changes and any information regarding change of ownership or address. Failure to submit active and updated licenses may result in Members becoming ineligible to bid on vehicles (up to and including suspension of the Member’s account). JES SOLUTIONS LLC - AUTO SALES reserves the right to increase or decrease registration and renewal fees at any time without prior notice to Members.

Individuals and entities are prohibited from opening more than one Member account, unless requested in writing and explicitly authorized by JES SOLUTIONS LLC - AUTO SALES.

C. Authorized Bidders/Cardholders. Businesses registered as Premier Members may authorize up to three individuals to submit bids on behalf of the Member, including the owner. Authorization of more than three individuals to submit bids is subject to JES SOLUTIONS LLC - AUTO SALES’s sole discretion and may require payment of additional fees. Premier Members are responsible for removing any individual who is no longer authorized to submit bids on behalf of the Member from the Member’s account and the Member is liable for all bids placed on its accounts. Individuals must provide certain identification information and a copy of a valid, government-issued photo ID in order to be an authorized Bidder/Cardholder. They must also successfully complete JES SOLUTIONS LLC - AUTO SALES’s onboarding and screening requirements. JES SOLUTIONS LLC - AUTO SALES reserves the right to deny any prospective or current Authorized Bidder/Cardholder, in its sole discretion.

D. Visitors. Except where prohibited by law, visitors 16 years of age or older are allowed to enter JES SOLUTIONS LLC - AUTO SALES facilities (including during the Preliminary Bidding Period) when accompanied by a Basic or Premier Member or authorized by a Basic or Premier Member to act on its behalf. Visitor entry is subject to a fee where applicable. JES SOLUTIONS LLC - AUTO SALES reserves the right to deny entry to its facilities by any individual or entity, in its sole discretion.

E. Password and Security; Account Activity. Members are responsible for all account activity, including, without limitation, all Preliminary Bids and Virtual Bids submitted under the Member’s username and password through JES SOLUTIONS LLC - AUTO SALES’s website. A Member’s account may not be transferred or assigned to any other person or entity. 

You must register with JES SOLUTIONS LLC - AUTO SALES using your unique personal login (email address) and password. You are responsible for keeping your password confidential. You may not share your password with any other person, or let any other person use your account. You agree that JES SOLUTIONS LLC - AUTO SALES is not responsible for any loss to you arising from your failure to keep your password confidential or from your sharing of your account or password. You are responsible for all activity occurring through use of your account, including without limitation, all Preliminary Bids and Virtual Bids submitted under Your username and password through JES SOLUTIONS LLC - AUTO SALES’s website. If JES SOLUTIONS LLC - AUTO SALES becomes aware that you knowingly have provided your login and password information to another person, JES SOLUTIONS LLC - AUTO SALES may suspend temporarily or terminate your account privileges. We recommend that you immediately notify us of any actual or suspected unauthorized use of your account or password.

You agree to use software produced by third parties, including, but not limited to, “browser” software that supports a data security protocol compatible with the protocol used by JES SOLUTIONS LLC - AUTO SALES. Until notified otherwise by JES SOLUTIONS LLC - AUTO SALES, you agree to use software that supports the Secure Socket Layer (SSL) protocol or other protocols accepted by JES SOLUTIONS LLC - AUTO SALES and follow JES SOLUTIONS LLC - AUTO SALES’s log-on procedures. You acknowledge that JES SOLUTIONS LLC - AUTO SALES is not responsible for notifying you of any upgrades, fixes, or enhancements to any such software or for any compromise of data transmitted across computer networks or telecommunications facilities not controlled by JES SOLUTIONS LLC - AUTO SALES. You acknowledge that it is possible that, despite the reasonable security measures that JES SOLUTIONS LLC - AUTO SALES has implemented, electronic communications may be accessed by unauthorized third parties when communicated between you and JES SOLUTIONS LLC - AUTO SALES using the Internet, other network communications facilities, telephone or any other electronic means.

F. Compliance with Law. Members shall comply with all applicable laws, statutes, ordinances, and regulations regarding their use of JES SOLUTIONS LLC - AUTO SALES’s services and purchase of vehicles through JES SOLUTIONS LLC - AUTO SALES, including but not limited to laws and regulations regarding the transportation, export, storage, transfer, resale, dismantling, or retitling of a purchased vehicle. Without limiting any other terms herein, JES SOLUTIONS LLC - AUTO SALES may, in its sole discretion, temporarily or permanently, restrict, suspend, revoke, or place on hold a Member account and payments, bids, and pending vehicle sales associated with a Member account if JES SOLUTIONS LLC - AUTO SALES has reason to believe that a Member or any authorized user of a Member account may have violated any applicable JES SOLUTIONS LLC - AUTO SALES terms, laws, regulations, or court orders or as JES SOLUTIONS LLC - AUTO SALES otherwise deems, in its sole discretion, necessary to comply with applicable laws or government agency request. 

G. Vehicle Fines. All fines, penalties, fees, and other amounts assessed by a governmental authority as a result of a Member’s failure to comply with laws and regulations relating to the transportation, export, storage, transfer, resale, dismantling, or retitling of a vehicle purchased through JES SOLUTIONS LLC - AUTO SALES (collectively, “Vehicle Fines”), including but not limited to parking citations, toll road violations, tax liens, and impound fees, are the Member’s sole responsibility and each Member hereby agrees to indemnify and hold harmless JES SOLUTIONS LLC - AUTO SALES from and against all such Vehicle Fines.  JES SOLUTIONS LLC - AUTO SALES may assess a processing fee of $75 per item against the Member’s account for the receipt and processing of citations, notices, and other legal documents pertaining to Vehicle Fines. JES SOLUTIONS LLC - AUTO SALES further reserves the right to pay, and each Member hereby consents that, upon receipt all Vehicle Fines on the Member’s behalf and to charge the Member a fee of up to 150% of the Vehicle Fine amount plus the $75 processing fee, either by deducting such amount from funds held in the Member’s JES SOLUTIONS LLC - AUTO SALES account or by charge to the Member’s credit card or debit to the Member’s checking account on file with JES SOLUTIONS LLC - AUTO SALES.  In addition, failure to comply with applicable laws and regulations, including by the timely payment or other resolution of all outstanding Vehicle Fines relating to a Member’s purchased vehicles, may result in the Member’s buying privileges being suspended or revoked by JES SOLUTIONS LLC - AUTO SALES.

H. JES SOLUTIONS LLC - AUTO SALES Facility Rules. Members and their agents, representatives and visitors visiting JES SOLUTIONS LLC - AUTO SALES’s facilities must comply with all facility rules and with the reasonable requests and instructions of JES SOLUTIONS LLC - AUTO SALES facility personnel. Members must not remove any items, including any envelopes or paperwork, inside a vehicle and must alert JES SOLUTIONS LLC - AUTO SALES to these items and allow JES SOLUTIONS LLC - AUTO SALES to retrieve them. Anyone caught stealing or damaging vehicles will be arrested and prosecuted to the fullest extent of the law. This includes theft of or damage to any items inside a vehicle or to keys. A $100 reward will be paid to anyone providing information leading to the arrest and conviction of individuals stealing or damaging vehicles at JES SOLUTIONS LLC - AUTO SALES facilities. Members and their representatives and visitors visiting JES SOLUTIONS LLC - AUTO SALES’s facilities must stay clear of electric fences at all times. Members and their representatives and visitors may not bring tools of any kind, including diagnostic code readers and jump boxes, into JES SOLUTIONS LLC - AUTO SALES facilities.

I. Membership Revocation. JES SOLUTIONS LLC - AUTO SALES reserves the right to inactivate, restrict, suspend or revoke a Member’s account or any individual’s access to and use of a Member account for any reason, in its sole discretion. Any individual or entity whose Member account or Member account access has been suspended or revoked due to non-compliance with JES SOLUTIONS LLC - AUTO SALES terms or any applicable laws or regulations are prohibited from creating a new Member account.

J. Release of Liability and Indemnification; No Warranty. Members and their visitors irrevocably and unconditionally waive and release their rights (if any) to recover from JES SOLUTIONS LLC - AUTO SALES, its directors, officers, employees, representatives, agents, subsidiaries, partners, and affiliates, and vehicle sellers (“JES SOLUTIONS LLC - AUTO SALES Indemnitees”) any and all damages, losses, liabilities, costs, expenses, or claims, whether direct or indirect, known or unknown, or foreseen or unforeseen, which may arise from or be related to bodily injury, property damage, or other loss which occurs on JES SOLUTIONS LLC - AUTO SALES premises. Members agree to indemnify, defend, and hold JES SOLUTIONS LLC - AUTO SALES Indemnitees harmless from any and all damages, losses, liabilities, costs or expenses (including attorneys’ fees) arising from claims made by the Member, the Member’s visitors, and third parties arising from or related to: 1) bodily injury or property damage occurring on JES SOLUTIONS LLC - AUTO SALES premises or at offsite locations, 2) the Member’s failure to comply with applicable laws or regulations, 3) the Member’s sale or transfer of vehicles to third parties, and 4) claims made against JES SOLUTIONS LLC - AUTO SALES Indemnitees by the Member’s visitors, agents, employees, or customers. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL JES SOLUTIONS LLC - AUTO SALES INDEMNITEES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR LOST PROFITS THAT RESULT FROM OR ARE RELATED TO THE SALE, DISTRIBUTION, USE OF, OR INABILITY TO USE, ANY VEHICLE, EVEN IF JES SOLUTIONS LLC - AUTO SALES INDEMNITEES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Members and visitors who are California residents waive California Civil Code §1542, which reads: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

The contents of JES SOLUTIONS LLC - AUTO SALES’s Websites, such as text, graphics, images, downloadable and other material (“Materials”), including information obtained from independent suppliers not affiliated with JES SOLUTIONS LLC - AUTO SALES, is believed to be reliable, but may contain inaccuracies or typographical errors. We make no representations about the accuracy, reliability, completeness, sequence or timeliness of the Materials or about the results obtained from using JES SOLUTIONS LLC - AUTO SALES’s Websites or the Materials. Changes are periodically made to JES SOLUTIONS LLC - AUTO SALES’s Websites and may be made at any time without notice to you.

JES SOLUTIONS LLC - AUTO SALES DOES NOT WARRANT THAT THE WEBSITES WILL OPERATE ERROR-FREE OR THAT THE WEBSITES AND ITS SERVER ARE FREE OF COMPUTER VIRUSES AND OTHER HARMFUL GOODS. IF YOUR USE OF THE WEBSITES OR THE MATERIALS RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, JES SOLUTIONS LLC - AUTO SALES IS NOT RESPONSIBLE FOR THOSE COSTS. WE AND OUR SUPPLIERS PROVIDE THE WEBSITES “AS IS” AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, WE AND OUR SUPPLIERS SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF TITLE, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT. JES SOLUTIONS LLC - AUTO SALES AND ITS SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE MATERIALS, SOFTWARE, TEXT, GRAPHICS, AND LINKS.

Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. In such states, our liability is limited to the greatest extent permitted by law. This warranty gives you specific legal rights and you may also have other legal rights which vary from state to state.

K. Marketing and Promotional Materials. Members hereby agree and consent to receive marketing and promotional materials via mail, email, push email, facsimile, app, social media, text message or other then-current methods of communication from JES SOLUTIONS LLC - AUTO SALES. Please consult JES SOLUTIONS LLC - AUTO SALES’s Privacy Policy for information regarding how to withdraw this consent or opt out of receiving marketing and promotional communications from JES SOLUTIONS LLC - AUTO SALES.

V. FEES, PAYMENT, AND DELIVERIES

A. Fees. All Members agree to pay the member fee and other fees applicable to each vehicle purchase. The current fee schedules may be accessed by registered Members from the “My Account” page of JES SOLUTIONS LLC - AUTO SALES’s Websites. Member fees apply to all items purchased at a JES SOLUTIONS LLC - AUTO SALES sale, including miscellaneous salvage items sold as “Other Goods.”  All fees are subject to change without prior notice. The Member is solely responsible for ascertaining applicable fees prior to bidding on a vehicle. 

B. Payment.

1. Payment for vehicles and fees may only be made by payment methods accepted by JES SOLUTIONS LLC - AUTO SALES, which may change from time to time, in JES SOLUTIONS LLC - AUTO SALES’s sole discretion, and can be found at Payment Options. JES SOLUTIONS LLC - AUTO SALES reserves the right to restrict payment methods that a Member account may use and/or implement monetary limits, pre-approval requirements, or other restrictions on a Member account’s use of certain payment methods. Any such restrictions will be reflected in the Member’s account. Further information about available payment options is available on JES SOLUTIONS LLC - AUTO SALES’s Websites or by contacting JES SOLUTIONS LLC - AUTO SALES Member Services.
2. By initiating a transaction or otherwise making a payment to JES SOLUTIONS LLC - AUTO SALES, you confirm that you are authorized to use that payment instrument and that JES SOLUTIONS LLC - AUTO SALES is permitted to share information about you, the payment instrument, and the transaction with JES SOLUTIONS LLC - AUTO SALES’s clients as needed to initiate, process, or settle the transaction. All payments for fees and lots must be made from an account belonging to the Member or authorized user.
3. Commencing 30 days after the sale date, a finance charge in an amount equal to the greater of 1.5% per month (18% per annum) or the maximum allowed by law may be charged on any unpaid balance until payment in full is received by JES SOLUTIONS LLC - AUTO SALES.
4. Members agree to be personally liable for payment of any cashier’s check or check that is dishonored. In the event of a dishonored cashier’s check or check, the Member agrees to make payment within two days after receipt of notice from JES SOLUTIONS LLC - AUTO SALES of a dishonored check, and to pay JES SOLUTIONS LLC - AUTO SALES’s NSF processing fee, and any and all collection costs including but not limited to, collection agency fees, administrative fees, and/or attorney’s fees and court costs.
5. Any Member with an excessive number of unpaid invoices, relist fees or NSF checks will be subject to automatic account suspension and a security deposit requirement in an amount to be determined by JES SOLUTIONS LLC - AUTO SALES in its sole discretion. JES SOLUTIONS LLC - AUTO SALES will retain this deposit as security against unpaid invoices. JES SOLUTIONS LLC - AUTO SALES will return the deposit upon the Member’s request if all invoices have been paid, but the Member’s account will remain suspended. In the event the Member fails to pay any invoice and the debt is past due, JES SOLUTIONS LLC - AUTO SALES will use the security deposit to satisfy the debt.

C. Sales Tax. Sales tax liability for items sold on JES SOLUTIONS LLC - AUTO SALES’s Websites is determined based on multiple factors including but not limited to: vehicle type, title type, and Members address (i.e., the address that matches the Member licensing address) and the physical location of the JES SOLUTIONS LLC - AUTO SALES facility where the vehicle is stored at the time of sale (even if the vehicle is advertised for sale through a JES SOLUTIONS LLC - AUTO SALES facility located in a different taxing jurisdiction).  Members purchasing vehicles from JES SOLUTIONS LLC - AUTO SALES at wholesale pursuant to a sales tax exemption certificate agree to indemnify, defend, and hold JES SOLUTIONS LLC - AUTO SALES harmless from any and all sales tax assessments, fines, penalties, damages, and costs, including attorneys’ fees, incurred as a result of a determination by taxing authorities that the transaction was subject to the payment of sales, use, or excise tax. 

D. Relist Fees. In the event a vehicle is not paid for within the time specified by the JES SOLUTIONS LLC - AUTO SALES facility where the vehicle was sold, Member agrees that JES SOLUTIONS LLC - AUTO SALES may, in its sole discretion, cancel the sale or relist the vehicle for sale, and the Member shall be responsible to pay a relist fee plus any collection costs, including court costs and reasonable attorney’s fees.  Relist fees may vary by facility. The Member agrees to verify relist fees prior to bidding on vehicles. 

E. Automatic Deliveries. Subject to prior approval by JES SOLUTIONS LLC - AUTO SALES, Members may arrange for automatic delivery by JES SOLUTIONS LLC - AUTO SALES of all vehicles purchased. Storage charges and gate fees may be waived for Members set up with automatic domestic delivery. Gate fees are not waived for automatic international delivery.

F. Payment for Vehicles Delivered by JES SOLUTIONS LLC - AUTO SALES. All fees and charges on vehicles must be paid prior to delivery, if not set up for automatic delivery. STORAGE FEES WILL BE CHARGED ON ALL VEHICLES ASSIGNED FOR DELIVERY AFTER THE PAYMENT GRACE PERIOD HAS ELAPSED. When a delivery in progress cannot be completed, regardless of the reason, the Member will be charged for a dry run both ways, plus storage at prevailing JES SOLUTIONS LLC - AUTO SALES rates. The Member must accept the vehicle when it is scheduled for delivery to avoid dry run and storage charges.

G. Priority of Application of Payments. Payments made by a Member to JES SOLUTIONS LLC - AUTO SALES will be applied in the following order: first towards any unpaid fees (including but not limited to Member registration fees, buyer fees, convenience, storage, loading/gate, late payment, relist, and delivery fees), then towards payment of the sale price of any vehicles purchased by the Member. For example, if a Member makes a payment of $2,000, but has outstanding relist fees of $1,000, JES SOLUTIONS LLC - AUTO SALES shall apply the first $1,000 towards the unpaid relist fees, with the remaining $1,000 applied towards payment for vehicles. The Member agrees that JES SOLUTIONS LLC - AUTO SALES has no duty to release vehicles or vehicle titles until all fees are paid in full.

H. Security Deposits.

Security Deposit for Basic Members. JES SOLUTIONS LLC - AUTO SALES may require payment of a security deposit before a Basic Member may place a bid on a vehicle. Security deposit requirements may be changed at any time. Current security deposit requirements may be found at: JES SOLUTIONS LLC - AUTO SALES Security Deposits. 

Basic Member may request a refund of any unapplied security deposit online by visiting the Account Information page of JES SOLUTIONS LLC - AUTO SALES’s Websites. All refunds are subject to confirmation that the security deposit is not applicable to any open bids or unpaid charges. All refunds shall be credited to the credit card used to submit the deposit. In the event the credit card is not valid the refund shall be made by check and mailed to the Member at the Member’s address on file with JES SOLUTIONS LLC - AUTO SALES within 30 days of receipt of written request and verification of amount due.

Security Deposit for Premier Members. JES SOLUTIONS LLC - AUTO SALES will collect a $400 security deposit from all Premier Member applicants. JES SOLUTIONS LLC - AUTO SALES will return the Premier Member security deposit upon the Member’s request if all invoices and charges have been paid in full; however, the Member’s account will then be downgraded to Basic Membership. In the event a Premier Member fails to pay any invoice and the debt is past due, JES SOLUTIONS LLC - AUTO SALES will use the Premier Member’s security deposit to satisfy the debt.

VI. CHOICE OF LAW AND VENUE; ENTIRE AGREEMENT

A. Forum Selection, Venue, Jurisdiction, Choice of Law, and Service of Process. The Member acknowledges and accepts the following as express conditions to membership with JES SOLUTIONS LLC - AUTO SALES:

1. Any action or proceeding arising directly or indirectly out of a vehicle bid or purchase transaction shall be conducted in the state/province and county where the vehicle was located at the time the bid was entered or the purchase transaction was consummated, and the substantive laws of such jurisdiction shall apply to such action or proceeding.  For example, if a Member bids on or purchases a vehicle that was stored at JES SOLUTIONS LLC - AUTO SALES’s facility in Billings, Montana, at the time such bid was entered or such purchase was consummated, any action or proceeding arising out of such bid or purchase must be conducted in Yellowstone County, Montana, and the substantive laws of the State of Montana would apply to such action or proceeding.  All other actions and proceedings – i.e., those not arising directly or indirectly out of a vehicle bid or purchase transaction – must be conducted in Dallas County, Texas, and the substantive laws of the State of Texas will apply to such actions and proceedings.
2. The Member consents to the forum selection, choice of law, jurisdiction, and venue provisions described above.
3. The Member consents to service of process by certified or registered mailing of the summons and complaint to the last address provided by the Member to JES SOLUTIONS LLC - AUTO SALES.
4. This section supersedes the venue provisions of the JES SOLUTIONS LLC - AUTO SALES Website Terms of Service as applied to Member disputes involving the bidding on or purchasing of vehicles from JES SOLUTIONS LLC - AUTO SALES.

B. Entire Agreement. These Terms and Conditions constitute the entire and sole agreement between the Member and JES SOLUTIONS LLC - AUTO SALES with respect to the subject matter hereof. There have been no representations, warranties, or promises given or made that are not set forth in these Terms and Conditions.

 

SECTION B - CANADA MEMBER TERMS AND CONDITIONS:

As a condition to entering into any transaction through JES SOLUTIONS LLC - AUTO SALES Websites (including, but not limited to, JES SOLUTIONS LLC - AUTO SALES.com or JES SOLUTIONS LLC - AUTO SALES.ca) for any item offered at or through a JES SOLUTIONS LLC - AUTO SALES facility in Canada. (including at a live auction conducted by JES SOLUTIONS LLC - AUTO SALES), you (“Member”) agree to be bound by the following Terms and Conditions.

JES SOLUTIONS LLC - AUTO SALES reserves the right to amend these Terms and Conditions at any time without prior notice to you. In addition, any terms and conditions printed on JES SOLUTIONS LLC - AUTO SALES sale sheets, any conditions displayed on JES SOLUTIONS LLC - AUTO SALES’s Websites, and the Image and Data License Agreement, the JES SOLUTIONS LLC - AUTO SALES Website Terms of Service, and the JES SOLUTIONS LLC - AUTO SALES Privacy Policy are incorporated into these Terms and Conditions by reference. By accepting these Terms and Conditions, you acknowledge that you have read, understood and accepted our Privacy Policy.

Unless otherwise stated, all fees are quoted in Canadian Dollars.

These Terms and Conditions affect your legal rights against JES SOLUTIONS LLC - AUTO SALES. You should read the entire Terms and Conditions carefully before accepting them. By registering as a Member and/or placing a bid in a JES SOLUTIONS LLC - AUTO SALES auction, you represent and warrant to JES SOLUTIONS LLC - AUTO SALES that you have read and understood the Terms and Conditions in their entirety and that you agree to be bound by them in all respects. We may change these Terms and Conditions and the policies incorporated herein from time to time, and if we do so, we will upload a new version to our website and provide notice where JES SOLUTIONS LLC - AUTO SALES determines in its sole discretion that such changes are material.

Vehicles offered for sale on JES SOLUTIONS LLC - AUTO SALES’s Websites and apps are sold through our Internet based auction selling platform. Only registered and active Basic and Premier Members are permitted to bid on vehicles. JES SOLUTIONS LLC - AUTO SALES’s auction platform employs a two-step bidding process:

• Step 1 – Preliminary Bidding is an open bidding venue that allows a bidder to enter bids over the Internet (see "Internet Preliminary Bidding" below). A bidder can see the current high bid on a vehicle during Preliminary Bidding. Bidders enter the maximum price that they are willing to pay for a vehicle and the BID4U feature (see Section II.D. below) will incrementally bid on the vehicle on their behalf during Preliminary Bidding and, if it is the highest Preliminary Bid at the end of the Preliminary Bidding Period, during the Virtual Sale. The Preliminary Bidding Period ends prior to the start of the Virtual Sale. During the Preliminary Bidding Period, Members may preview the offered vehicles either online or in person at the JES SOLUTIONS LLC - AUTO SALES facility where the vehicle is offered.
• Step 2 – Virtual Sale is a real time, Internet only virtual auction. Bidders have the opportunity to bid against each other and the high bidder from the Preliminary Bidding Period in real time. Bidders enter bids via the Internet in real time, and BID4U submits bids for the high bidder from the Preliminary Bidding Period, up to the bidder's maximum bid. When bidding stops, a countdown is initiated. If a new bid is received during the countdown, the countdown resets. In addition, JES SOLUTIONS LLC - AUTO SALES may also, in its sole discretion, extend or reset any countdown.

Bidding Overview: Here are the ways for Basic and Premier Members to bid on vehicles offered for sale on JES SOLUTIONS LLC - AUTO SALES's Websites:

• "Internet Preliminary Bidding" – During the Preliminary Bidding Period, Members may log onto JES SOLUTIONS LLC - AUTO SALES's website and submit bids electronically. The highest Preliminary Bid at the close of the Preliminary Bidding Period competes against Virtual Bids (see below) via "BID4U" during the Virtual Sale.
• "Virtual Bidding" – Members may log on to JES SOLUTIONS LLC - AUTO SALES's Websites during a Virtual Sale to submit bids electronically, in real time over the Internet, to compete with the highest Preliminary Bid and other Virtual Bids.
• "Sealed Bidding" – Members may log onto JES SOLUTIONS LLC - AUTO SALES's Websites to bid on certain vehicles offered by insurance companies and vehicle finance companies through JES SOLUTIONS LLC - AUTO SALES's Virtual Internet Exchange ("VIX") and Sealed Bid Repo Sales. Both VIX and Sealed Bid Repo Sales use a sealed bid format. BID4U is not available under this format – bids are accepted at face value.
• "Buy It Now" – Certain vehicles are offered for sale with the "Buy It Now" feature. Buy It Now allows a Member to purchase a vehicle immediately at a price set by the seller before the vehicle goes to auction. Upon clicking the Buy It Now button, the Member will be directed to a confirmation page to confirm the Member's Buy It Now bid. Once the bid is confirmed, the Member will be directed to the payment screen.
• "Make an Offer” – Certain vehicles are offered for sale with the “Make an Offer” feature. Make an Offer allows a Member to make an offer for a vehicle. Offers submitted by clicking the Make an Offer button cannot be retracted and are valid for 2 business days (not including the day the offer is made) regardless of auction date or results. 
• "Live Auction Bidding" – JES SOLUTIONS LLC - AUTO SALES may offer vehicles for sale through a live auction format. All such vehicles are also offered for sale on JES SOLUTIONS LLC - AUTO SALES's Websites, with the live auction and Virtual Sale running concurrently. At the live auction JES SOLUTIONS LLC - AUTO SALES will announce Virtual Bids placed on a vehicle and will enter Live Auction Bids placed by Members present in person at the live auction. Live Auction Bids will be visible to Members viewing the Virtual Sale on JES SOLUTIONS LLC - AUTO SALES's Websites. JES SOLUTIONS LLC - AUTO SALES reserves the right to extend the bidding time for a vehicle in JES SOLUTIONS LLC - AUTO SALES's sole discretion.

Prospective vehicle buyers may engage a Third Party Purchaser for assistance in accessing vehicles on one of JES SOLUTIONS LLC - AUTO SALES’s Websites by registering directly with the Third Party Purchaser on their website. Third Party Purchaser’s bid on and purchase vehicles on JES SOLUTIONS LLC - AUTO SALES’s Websites as the Members then sell those vehicles to their respective customers, which are their prospective buyers. Those who elect to engage a Third Party Purchaser are advised to carefully read and understand the Third Party Purchaser’s terms and conditions, including payment terms and conditions, conditions of sale, and fees charged, and to thoroughly review their qualifications and services offered to ensure that they meet the relevant vehicle purchasing needs. Third Party Purchasers are independent of JES SOLUTIONS LLC - AUTO SALES, and JES SOLUTIONS LLC - AUTO SALES is not a party to any agreement or business arrangement entered into between the Third Party Purchaser and their prospective buyers, which are their customers. Those who engage a Third Party Purchaser to access vehicles on JES SOLUTIONS LLC - AUTO SALES’s Websites, purchase the vehicles solely from the Third Party Purchaser, not from JES SOLUTIONS LLC - AUTO SALES, and are not parties to purchases made by Third Party Purchaser’s on JES SOLUTIONS LLC - AUTO SALES’s Websites. A list of JES SOLUTIONS LLC - AUTO SALES’s Third Party Purchasers is available on JES SOLUTIONS LLC - AUTO SALES’s Websites.

Note: A Member shall not bid on any vehicle if they are also the seller of the vehicle.

I. DISCLAIMERS

A. Vehicle Condition and History Disclaimer.

Except as otherwise expressly provided by applicable law, all vehicles sold through JES SOLUTIONS LLC - AUTO SALES are sold "AS-IS WHERE-IS," WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY. As used in these Terms and Conditions, "vehicle(s)" means all items posted for sale on JES SOLUTIONS LLC - AUTO SALES's Websites and otherwise offered for sale at JES SOLUTIONS LLC - AUTO SALES facilities, including but not limited to cars, trucks, motorcycles, boats, jet skis, industrial equipment, trailers, RV's, etc. "Vehicles" also includes miscellaneous salvage items that are posted for sale on JES SOLUTIONS LLC - AUTO SALES's Websites under the heading "Other Goods." However, Members expressly acknowledge and agree that "vehicle(s)" does not mean or include, and JES SOLUTIONS LLC - AUTO SALES does not purport to facilitate the sale of, any cargo or items of personal property which may be contained in a vehicle but are not part of the vehicle. It is the sole responsibility of the Member purchasing a vehicle to take possession of and/or dispose of any such cargo or contents in accordance with applicable law.

JES SOLUTIONS LLC - AUTO SALES and its vehicle sellers expressly disclaim the accuracy or completeness of any and all information provided to Members regarding vehicles, whether provided in written, verbal, or digital image form ("Vehicle Information"). Vehicle Information provided by JES SOLUTIONS LLC - AUTO SALES and its vehicle sellers is for convenience only. Members shall not rely on Vehicle Information in deciding whether or how much to bid on a vehicle offered for sale through JES SOLUTIONS LLC - AUTO SALES. Vehicle Information includes but is not limited to: year, make, model, condition, ACV, damage amount, damage type, drivability, accessories, equipment, mileage, odometer disclosures, vehicle identification number (e.g. "VIN," "HIN," and serial number), title, repair cost, repair history, title history, and total loss history. No effort has been made to list open recalls applicable to any vehicles. Any recalls are the sole responsibility of the purchaser and can be found at locations like http://www.tc.gc.ca. JES SOLUTIONS LLC - AUTO SALES and its vehicle sellers expressly disclaim any and all representations, warranties, and guarantees regarding vehicles sold through JES SOLUTIONS LLC - AUTO SALES. JES SOLUTIONS LLC - AUTO SALES does not guarantee that keys are available for any vehicle sold through JES SOLUTIONS LLC - AUTO SALES, regardless of whether keys are present in online vehicle images or were present in the vehicle prior to the time of purchase. Certain jurisdictions permit vehicles to be sold with missing VIN plates; as a result, JES SOLUTIONS LLC - AUTO SALES does not guarantee that vehicles are equipped with any or all VIN plates. Vehicle parts may be missing. JES SOLUTIONS LLC - AUTO SALES does not guarantee that vehicles meet or can be modified to meet local emission and/or safety requirements. It is the sole responsibility of the Member to ascertain, confirm, research, inspect, and/or investigate vehicles and any and all Vehicle Information prior to bidding on vehicles.

All Members agree that JES SOLUTIONS LLC - AUTO SALES vehicles are sold AS-IS and are not represented as being in a road worthy condition, mechanically sound, or maintained at any guaranteed level of quality. The vehicles may not be fit for use as a means of transportation and may require substantial repairs and expense. Repairing or dismantling vehicles on JES SOLUTIONS LLC - AUTO SALES premises is strictly prohibited. All Members must arrange to safely and legally remove purchased vehicles from JES SOLUTIONS LLC - AUTO SALES's facility prior to undertaking any repairs or dismantling.

B. Registration Laws Disclaimer. JES SOLUTIONS LLC - AUTO SALES does not guarantee that any vehicle sold can be legally registered in any state, province or country, and the Member accepts all risks associated with variations in vehicle title and registration laws between states, provinces, and countries that may negatively impact the marketability of vehicles purchased at JES SOLUTIONS LLC - AUTO SALES. (For example, a vehicle legally purchased on a clean title by a Member at a JES SOLUTIONS LLC - AUTO SALES facility located in State/Province "A" may be required to be sold on a salvage title if Member transports and resells the vehicle in State/Province "B".)

C. Motor Vehicle Regulator Paperwork Disclaimers. JES SOLUTIONS LLC - AUTO SALES is not responsible for defects, errors, omissions, or delays of any nature (i) related to motor vehicle regulator paperwork not processed by JES SOLUTIONS LLC - AUTO SALES or (ii) made or caused by any motor vehicle regulator or other governmental entity.

D. NMVTIS Reporting Disclaimer. Vehicles listed for sale at JES SOLUTIONS LLC - AUTO SALES may have been reported to the National Motor Vehicle Title Information System (NMVTIS), and transaction data related to vehicles purchased at JES SOLUTIONS LLC - AUTO SALES may be reported to NMVTIS, in JES SOLUTIONS LLC - AUTO SALES's sole discretion. Each Member accepts all risks associated with purchasing vehicles at JES SOLUTIONS LLC - AUTO SALES resulting from the reporting of the vehicle or the purchase transaction data to NMVTIS by JES SOLUTIONS LLC - AUTO SALES or others. Members may be subject to NMVTIS reporting requirements when purchasing certain vehicles. For more information on reporting requirements, exemptions, and how to obtain an NMVTIS Reporting ID, visit www.vehiclehistory.gov.

E. Disclosure of Member Information. Each Member expressly agrees and consents that JES SOLUTIONS LLC - AUTO SALES may, if and to the extent necessary to comply with applicable law, disclose without prior notice to Member information regarding JES SOLUTIONS LLC - AUTO SALES's Members and regarding transactions conducted by Members through JES SOLUTIONS LLC - AUTO SALES if requested to do so in any judicial or administrative proceeding or by any governmental agency or regulatory authority (whether by deposition, interrogatory, request for documents, subpoena, civil or criminal investigative demand, or otherwise). Each Member also expressly agrees and consents that JES SOLUTIONS LLC - AUTO SALES may, in its sole discretion, provide information about Members and Member account activity to law enforcement or regulators to help prevent or respond to suspected illegal activity.

II. SALE POLICIES

A. Bid Rejection. As permitted by provincial law, JES SOLUTIONS LLC - AUTO SALES reserves the right to reject or void bids for any reason, in JES SOLUTIONS LLC - AUTO SALES's sole discretion. Should a dispute arise regarding a bid, JES SOLUTIONS LLC - AUTO SALES is the exclusive deciding authority with sole discretion in resolving disputes. Members agree to indemnify, defend, and hold JES SOLUTIONS LLC - AUTO SALES harmless from any and all liability arising out of decisions made in resolving disputes.

B. Sale Cancellation. JES SOLUTIONS LLC - AUTO SALES may, in its sole discretion and with or without notice, postpone or cancel a sale or withdraw a vehicle from a sale. JES SOLUTIONS LLC - AUTO SALES will have no liability or obligation to Members as a result of any vehicle withdrawal or sale cancellation or postponement. Further, JES SOLUTIONS LLC - AUTO SALES reserves the right to cancel or reverse a sale transaction if JES SOLUTIONS LLC - AUTO SALES determines in its sole discretion that such action is necessary to prevent fraud or other illegal activity, or if JES SOLUTIONS LLC - AUTO SALES reasonably believes there is material a misrepresentation, or patent defect in the Vehicle Description or bidding information. JES SOLUTIONS LLC - AUTO SALES also reserves the right to cancel or reverse a sale transaction if JES SOLUTIONS LLC - AUTO SALES reasonably believes the sale or transaction involves a violation of JES SOLUTIONS LLC - AUTO SALES’s Member Terms. In the event a sale is cancelled after payment has been remitted, JES SOLUTIONS LLC - AUTO SALES will return the payment to the original form of payment, where feasible, or may credit the amount of the payment to the Member’s account, subject to applicable balance restrictions.

C. Tie Bid Policy. Virtual Bids (and, where available, Live Auction Bids) prevail over Preliminary Bids of equal amount.

D. BID4U. JES SOLUTIONS LLC - AUTO SALES uses BID4U to make the bidding process easier and more efficient. Simply enter a Preliminary Bid representing the maximum price you are willing to pay for the vehicle and BID4U will bid on your behalf up to your maximum bid during both the Preliminary Bidding Period and the Virtual Sale. BID4U will only bid one increment over the current bid to maintain your position as the highest bidder. This allows you the possibility of purchasing a vehicle below your maximum bid. If a bidder with a higher maximum bid outbids you during Preliminary Bidding, you will be notified via email. BID4U is not available for VIX vehicles (see Section II.F. below).

E. Minimum Bids, Bid to Be Approved, and Counter Bidding.

1. If (a) the seller designates a vehicle as "Bid To Be Approved" or "On Approval" or (b) the seller designates a Minimum Bid for a vehicle and the high bid in the auction is less than the Minimum Bid amount, then the vehicle will not be released to the Member with the high bid unless and until the seller has notified JES SOLUTIONS LLC - AUTO SALES of its acceptance of the bid. The seller has until 7:45 p.m. (Pacific Time) on the next business day following the day of the auction to notify JES SOLUTIONS LLC - AUTO SALES of such acceptance.
2. Counter Bidding allows sellers who have designated a vehicle as Minimum Bid, Bid To Be Approved, or On Approval to directly counter bid a bidder after the auction ends. The Member acknowledges and agrees that, regardless of any counter bids made by the seller of a vehicle, the Member's high bid on a Minimum Bid, Bid To Be Approved, or On Approval vehicle is an offer that shall remain open to acceptance by the seller until 7:45 p.m. (Pacific Time) on the next business day after the day of the auction.

F. VIX (Virtual Internet Exchange) and Sealed Bid Repo Vehicles.

1. VIX vehicles and Sealed Bid Repo vehicles are still in the seller's possession at the time of bidding and may only be inspected using the images available on JES SOLUTIONS LLC - AUTO SALES's Websites. The location of the JES SOLUTIONS LLC - AUTO SALES facility where the vehicle and title may be picked up by the high bidder will appear in the online vehicle listing. VIX and Sealed Bid Repo vehicles are sold "on approval" using a sealed bid auction format. BID4U is not available for these vehicles. In the event of a tie between two or more bidders, the first bid received will be deemed the high bidder. Once submitted, bids can be increased, but cannot be lowered or retracted.
2. JES SOLUTIONS LLC - AUTO SALES will notify Members whether a bid has been accepted by the seller within three business days after the listed bidding period ends. Members may also obtain this information by clicking on the "Check Bids" link, the "VIX Action Pending" icon, or the Sealed Bid Repo Action Pending icon within the "Member Account" section of JES SOLUTIONS LLC - AUTO SALES's Websites.
3. If a Member's bid has been accepted, the Member is obligated to purchase the vehicle, but only if JES SOLUTIONS LLC - AUTO SALES notifies the Member no later than 45 days after bid acceptance that the vehicle and title are available for pick up. Following notification, the Member will have the standard number of days allowed by the JES SOLUTIONS LLC - AUTO SALES facility where the vehicle is located to pick up the vehicle before late-payment and storage fees apply.
4. If JES SOLUTIONS LLC - AUTO SALES notifies the Member more than 45 days after bid acceptance that the vehicle and title are available for delivery, the Member may at its option either (i) cancel the sale, or (ii) pay for and take delivery of the vehicle.
5. If prior to the vehicle being removed from JES SOLUTIONS LLC - AUTO SALES premises, it is determined that items have been removed or replaced on the vehicle, that additional damage has occurred since the time the Member submitted his/her bid, and/or there is a title type discrepancy, the Member will have the option to purchase the vehicle at the original price or cancel the sale. Odometer readings that differ from the listed mileage by less than 2,000 miles do not qualify for transaction cancellation.

G. Vehicle and Title Release. As permitted by provincial law, JES SOLUTIONS LLC - AUTO SALES reserves the right not to release any vehicle or vehicle title for any reason.

H. Bids Entered. Once a bid has been submitted, it cannot be retracted, deleted, or cancelled.

I. Risk of Loss. Each Member takes full responsibility and assumes all risk of loss for all vehicles purchased from the time JES SOLUTIONS LLC - AUTO SALES accepts the Member's bid. From and after Seller accepts a bid (for vehicles located at a JES SOLUTIONS LLC - AUTO SALES facility), the Member acknowledges that JES SOLUTIONS LLC - AUTO SALES is acting as bailee of the Member's vehicle until such time as the vehicle is removed from JES SOLUTIONS LLC - AUTO SALES's premises by the Member or the Member's agent or representative. The Member agrees that under the terms of the bailment, (1) JES SOLUTIONS LLC - AUTO SALES shall not be responsible for damage to or loss of the vehicle or parts thereof due to operational procedures in place at all JES SOLUTIONS LLC - AUTO SALES facilities, from acts of theft or vandalism, or acts of God; (2) JES SOLUTIONS LLC - AUTO SALES shall only be responsible for damage to or loss of the vehicle or parts thereof caused by the direct willful or grossly negligent act or omission of JES SOLUTIONS LLC - AUTO SALES; and (3) JES SOLUTIONS LLC - AUTO SALES shall not be responsible for any claim of damage made after the vehicle has left JES SOLUTIONS LLC - AUTO SALES's premises, regardless of whether the Member or any agent, employee or other representative on the Member's behalf picks up the vehicle.

The Member agrees to comply, and to cause its agents and representatives to comply, with all applicable laws and regulations when removing a vehicle from a JES SOLUTIONS LLC - AUTO SALES facility, including properly loading and securing all vehicles for safe travel. JES SOLUTIONS LLC - AUTO SALES personnel may load purchased vehicles for Members upon request; however, in so doing, JES SOLUTIONS LLC - AUTO SALES personnel take no responsibility for ensuring that the vehicles are properly loaded or secured for safe transport. JES SOLUTIONS LLC - AUTO SALES shall in no event be responsible or liable for any damage occurring as a result of unsafe or improper loading or securing of a vehicle for transport and the Member agrees to indemnify, defend, and hold JES SOLUTIONS LLC - AUTO SALES harmless from any and all claims, damages, losses, liabilities, obligations, costs and expenses (including attorneys' fees) arising from or related to any failure of the Member or the Member's agent or representative to properly load and/or secure a vehicle for transport.

Once a vehicle is removed from JES SOLUTIONS LLC - AUTO SALES's premises it is accepted AS-IS, and under no circumstances will JES SOLUTIONS LLC - AUTO SALES be liable for subsequent claims of damage or loss of any kind or nature whatsoever. In the event JES SOLUTIONS LLC - AUTO SALES is found liable by a competent judicial authority, damages shall be limited to the lesser of (i) the amount of the diminution in value of the vehicle as reasonably estimated by JES SOLUTIONS LLC - AUTO SALES or (ii) the auction sale price (in which case the Member shall return the vehicle to JES SOLUTIONS LLC - AUTO SALES). JES SOLUTIONS LLC - AUTO SALES may, in its sole discretion, resell the vehicle at a JES SOLUTIONS LLC - AUTO SALES sale, and the difference between the original sale price and the resale price shall be conclusive as to the amount of diminution of value, if any.

J. Offsite Sales. Offsite Sales vehicles will be available for pick up at the designated JES SOLUTIONS LLC - AUTO SALES facility or offsite address indicated. Standard JES SOLUTIONS LLC - AUTO SALES pickup requirements and storage rates apply to vehicles sold from offsite sale locations. If the Member fails to pick up an offsite vehicle within six (6) calendar days of sale, the vehicle may, at JES SOLUTIONS LLC - AUTO SALES's sole discretion, be moved from the offsite sale location to one of JES SOLUTIONS LLC - AUTO SALES's facilities, and if the vehicle has been moved, the Member will be responsible for towing charges from the offsite location to JES SOLUTIONS LLC - AUTO SALES's facility, plus additional storage charges that may accrue from that day onward, for up to thirty (30) days. After the vehicle has been at JES SOLUTIONS LLC - AUTO SALES's facility for thirty (30) days and the towing and storage charges have not been paid by the Member, the vehicle will be considered abandoned and JES SOLUTIONS LLC - AUTO SALES will process the vehicle according to applicable law.

K. Timely Removal of Purchased Vehicles. Vehicles purchased and not removed from JES SOLUTIONS LLC - AUTO SALES parking or loading facilities by 4:45 p.m. (local time at the facility) will be moved to the locked storage area and will only be released upon payment of an additional gate and storage fee if applicable.

III. VEHICLE EXPORTS

A. No International Shipping Services. In Canada, JES SOLUTIONS LLC - AUTO SALES does not offer international shipping services and it is the responsibility of the Member to ensure that they have a legal means of exporting the vehicle, if there is their intent, after purchase. Member is wholly responsible with complying with all export and import laws.

B.  Sanctions Requirements. The Member agrees to comply, and to cause its agents, representatives, vendors, and employees to comply, with the economic and financial sanctions laws of Canada and any other applicable jurisdiction (the “Sanctions Laws”), when purchasing, selling, transporting, or handling a vehicle going to, coming from, or passing through any JES SOLUTIONS LLC - AUTO SALES facility, or otherwise conducting any activities involving JES SOLUTIONS LLC - AUTO SALES. 

The Member represents, on an ongoing basis, that it is not a “Sanctioned Party,” meaning that the Member is (1) not identified on any restricted-party lists maintained under the Sanctions Laws, such as the Special Economic Measures Act; (2) not organized or ordinarily resident in a country or region subject to comprehensive restrictions under the Sanctions Laws (including but not limited to Iran, Syria, North Korea, Cuba, and the Crimea, Donetsk People’s Republic, and Luhansk People’s Republic regions of Ukraine) (a “Sanctioned Region”); and (3) not owned or controlled by one or more persons described in (1) or (2), individually or in the aggregate, such that the Member would be subject to the same restrictions as such persons. 

The Member agrees that it will not buy any JES SOLUTIONS LLC - AUTO SALES vehicles on behalf of a Sanctioned Party, or otherwise involve a Sanctioned Party in any activities involving JES SOLUTIONS LLC - AUTO SALES, in violation of the Sanctions Laws.

C. Import Requirements. The Member shall act as “importer of record” or other responsible party (as the case may be) of each vehicle under all import laws of the country of destination and port of discharge and shall be solely responsible for compliance with all import requirements of the country of destination and port of discharge, including the preparation and filing of all required documentation with applicable government authorities, the payment of all import fees, duties, taxes, and any other charges payable upon import of a vehicle, and any required customs inspection and proof of emissions compliance.

IV. MEMBERS

A. Member Eligibility; Registration Data; Biometric Data. You may sign up as a Member at JES SOLUTIONS LLC - AUTO SALES if you are at least 18 years of age. In addition, state/province-specific registration requirements and applicable laws, regulations, and restrictions may further limit Member sign up and vehicle purchasing eligibility. JES SOLUTIONS LLC - AUTO SALES reserves the right to deny member privileges to, or exclude from JES SOLUTIONS LLC - AUTO SALES facilities, any individual or entity, in its sole discretion. Your registration information includes any information you and/or your organization provides to us during the registration process and from time to time thereafter (“Registration Data”). The Registration Data is subject to our Privacy Policy. In consideration for your use of the Web Site, you agree to provide true, accurate, current and complete Registration Data, and to maintain and promptly update the Registration Data to keep it true, accurate, current and complete.

When you sign up as a Member at JES SOLUTIONS LLC - AUTO SALES, JES SOLUTIONS LLC - AUTO SALES collects and processes your biometric data in the form of geometric facial patterns derived from photographs that you provide to us. We use this data, along with other data, to verify your identity and prevent fraud. Consistent with the practices outlined in JES SOLUTIONS LLC - AUTO SALES’s Privacy Policy, JES SOLUTIONS LLC - AUTO SALES retains biometric data only for as long as necessary to verify your identity and prevent fraud. We do not retain your biometric data longer than necessary to provide our services and to comply with applicable law, which retention period will not exceed three years from the date of collection. JES SOLUTIONS LLC - AUTO SALES will not disclose your biometric data to third parties, except for our service providers that process your data on our behalf to provide identify verifications, fraud prevention, and authentication services. By registering as a Member at JES SOLUTIONS LLC - AUTO SALES, you acknowledge and agree that you have read this disclosure and JES SOLUTIONS LLC - AUTO SALES’s Privacy Policy, and that you voluntarily consent to JES SOLUTIONS LLC - AUTO SALES’s and its clients’ and service providers’ collection, storage, retention, use, and disclosure of your biometric data.

B. Member Types.

1. Registered Guests must register and provide at least their first and last name, email address and phone number. Registered Guests may search inventory, add vehicles to a Watchlist and create Vehicle Alerts, but Registered Guests will not be able to bid on or purchase vehicles unless their membership type is upgraded to either a Basic or Premier Membership.
2. Basic Members must register and provide copies of current government issued photo identification as well as licenses and completed sales tax exemption certificates, if applicable. In addition, Basic Members must pay the initial Basic Member registration fee. A security deposit may also be required in certain cases in order for the Basic Member to submit a bid (see Section V.H. below).
3. Premier Members must register and provide copies of current government issued photo identification as well as licenses and completed sales tax exemption certificates, if applicable. In addition, Premier Members must pay the initial Premier Member registration fee and security deposit.

All Basic and Premier Members who purchase vehicles for resale must provide copies of current licenses and completed sales tax exemption certificates. Basic and Premier Memberships must be renewed annually by paying an annual nonrefundable Member renewal fee. Basic and Premier Members are responsible for submitting copies of any license renewals or changes and any information regarding change of ownership or address. Failure to submit active and updated licenses may result in Members becoming ineligible to bid on vehicles (up to and including suspension of the Member’s account). JES SOLUTIONS LLC - AUTO SALES reserves the right to increase or decrease registration and renewal fees at any time without prior notice to Members.

Individuals and entities are prohibited from opening more than one Member account, unless requested in writing and explicitly authorized by JES SOLUTIONS LLC - AUTO SALES.

C. Authorized Bidders/Cardholders. Businesses registered as Premier Members may authorize up to three individuals to submit bids on behalf of the Member, including the owner. Authorization of more than three individuals to submit bids is subject to JES SOLUTIONS LLC - AUTO SALES’s sole discretion and may require payment of additional fees. Premier Members are responsible for removing any individual who is no longer authorized to submit bids on behalf of the Member from the Member’s account and the Member is liable for all bids placed on its accounts. Individuals must provide certain identification information and a copy of a valid, government-issued photo ID in order to be an authorized Bidder/Cardholder. They must also successfully complete JES SOLUTIONS LLC - AUTO SALES’s onboarding and screening requirements. JES SOLUTIONS LLC - AUTO SALES reserves the right to deny any prospective or current Authorized Bidder/Cardholder, in its sole discretion.

D. Visitors. Except where prohibited by law, visitors 16 years of age or older are allowed to enter JES SOLUTIONS LLC - AUTO SALES facilities (including during the Preliminary Bidding Period) when accompanied by a Basic or Premier Member or authorized by a Basic or Premier Member to act on its behalf. Visitor entry is subject to a fee where applicable. JES SOLUTIONS LLC - AUTO SALES reserves the right to deny entry to its facilities by any individual or entity, in its sole discretion.

E. Password and Security; Account Activity. Members are responsible for all account activity, including, without limitation, all Preliminary Bids and Virtual Bids submitted under the Member’s username and password through JES SOLUTIONS LLC - AUTO SALES’s website. A Member’s account may not be transferred or assigned to any other person or entity. 

You must register with JES SOLUTIONS LLC - AUTO SALES using your unique personal login (email address) and password. You are responsible for keeping your password confidential. You may not share your password with any other person, or let any other person use your account. You agree that JES SOLUTIONS LLC - AUTO SALES is not responsible for any loss to you arising from your failure to keep your password confidential or from your sharing of your account or password. You are responsible for all activity occurring through use of your account, including without limitation, all Preliminary Bids and Virtual Bids submitted under Your username and password through JES SOLUTIONS LLC - AUTO SALES’s website. If JES SOLUTIONS LLC - AUTO SALES becomes aware that you knowingly have provided your login and password information to another person, JES SOLUTIONS LLC - AUTO SALES may suspend temporarily or terminate your account privileges. We recommend that you immediately notify us of any actual or suspected unauthorized use of your account or password.

You agree to use software produced by third parties, including, but not limited to, “browser” software that supports a data security protocol compatible with the protocol used by JES SOLUTIONS LLC - AUTO SALES. Until notified otherwise by JES SOLUTIONS LLC - AUTO SALES, you agree to use software that supports the Secure Socket Layer (SSL) protocol or other protocols accepted by JES SOLUTIONS LLC - AUTO SALES and follow JES SOLUTIONS LLC - AUTO SALES’s log-on procedures. You acknowledge that JES SOLUTIONS LLC - AUTO SALES is not responsible for notifying you of any upgrades, fixes, or enhancements to any such software or for any compromise of data transmitted across computer networks or telecommunications facilities not controlled by JES SOLUTIONS LLC - AUTO SALES. You acknowledge that it is possible that, despite the reasonable security measures that JES SOLUTIONS LLC - AUTO SALES has implemented, electronic communications may be accessed by unauthorized third parties when communicated between you and JES SOLUTIONS LLC - AUTO SALES using the Internet, other network communications facilities, telephone or any other electronic means.

F. Compliance with Law. Members shall comply with all applicable laws, statutes, ordinances, and regulations regarding their use of JES SOLUTIONS LLC - AUTO SALES’s services and purchase of vehicles through JES SOLUTIONS LLC - AUTO SALES, including but not limited to laws and regulations regarding the transportation, export, storage, transfer, resale, dismantling, or retitling of a purchased vehicle. Without limiting any other terms herein, JES SOLUTIONS LLC - AUTO SALES may, in its sole discretion, temporarily or permanently, restrict, suspend, revoke, or place on hold a Member account and payments, bids, and pending vehicle sales associated with a Member account if JES SOLUTIONS LLC - AUTO SALES has reason to believe that a Member or any authorized user of a Member account may have violated any applicable JES SOLUTIONS LLC - AUTO SALES terms, laws, regulations, or court orders or as JES SOLUTIONS LLC - AUTO SALES otherwise deems, in its sole discretion, necessary to comply with applicable laws or government agency request. 

G. Vehicle Fines. All fines, penalties, fees, and other amounts assessed by a governmental authority as a result of a Member’s failure to comply with laws and regulations relating to the transportation, export, storage, transfer, resale, dismantling, or retitling of a vehicle purchased through JES SOLUTIONS LLC - AUTO SALES (collectively, “Vehicle Fines”), including but not limited to parking citations, toll road violations, tax liens, and impound fees, are the Member’s sole responsibility and each Member hereby agrees to indemnify and hold harmless JES SOLUTIONS LLC - AUTO SALES from and against all such Vehicle Fines.  JES SOLUTIONS LLC - AUTO SALES may assess a processing fee of $75 per item against the Member’s account for the receipt and processing of citations, notices, and other legal documents pertaining to Vehicle Fines. JES SOLUTIONS LLC - AUTO SALES further reserves the right to pay, and each Member hereby consents that, upon receipt all Vehicle Fines on the Member’s behalf and to charge the Member a fee of up to 150% of the Vehicle Fine amount plus the $75 processing fee, either by deducting such amount from funds held in the Member’s JES SOLUTIONS LLC - AUTO SALES account or by charge to the Member’s credit card or debit to the Member’s checking account on file with JES SOLUTIONS LLC - AUTO SALES.  In addition, failure to comply with applicable laws and regulations, including by the timely payment or other resolution of all outstanding Vehicle Fines relating to a Member’s purchased vehicles, may result in the Member’s buying privileges being suspended or revoked by JES SOLUTIONS LLC - AUTO SALES.

H. JES SOLUTIONS LLC - AUTO SALES Facility Rules. Members and their agents, representatives and visitors visiting JES SOLUTIONS LLC - AUTO SALES's facilities must comply with all facility rules and with the reasonable requests and instructions of JES SOLUTIONS LLC - AUTO SALES facility personnel. Members must not remove any items, including any envelopes or paperwork, inside a vehicle and must alert JES SOLUTIONS LLC - AUTO SALES to these items and allow JES SOLUTIONS LLC - AUTO SALES to retrieve them. Anyone caught stealing or damaging vehicles will be arrested and prosecuted to the fullest extent of the law. This includes theft of or damage to any items inside a vehicle or to keys. A $100 reward will be paid to anyone providing information leading to the arrest and conviction of individuals stealing or damaging vehicles at JES SOLUTIONS LLC - AUTO SALES facilities. Members and their representatives and visitors visiting JES SOLUTIONS LLC - AUTO SALES's facilities must stay clear of electric fences at all times. Members and their representatives and visitors may not bring tools of any kind, including diagnostic code readers and jump boxes, into JES SOLUTIONS LLC - AUTO SALES facilities.

I. Membership Revocation. JES SOLUTIONS LLC - AUTO SALES reserves the right to inactivate, restrict, suspend or revoke a Member’s account or any individual’s access to and use of a Member account for any reason, in its sole discretion. Any individual or entity whose Member account or Member account access has been suspended or revoked due to non-compliance with JES SOLUTIONS LLC - AUTO SALES terms or any applicable laws or regulations are prohibited from creating a new Member account.

J. Release of Liability and Indemnification; No Warranty. Members and their visitors irrevocably and unconditionally waive and release their rights (if any) to recover from JES SOLUTIONS LLC - AUTO SALES, its directors, officers, employees, representatives, agents, subsidiaries, partners, and affiliates, and vehicle sellers (“JES SOLUTIONS LLC - AUTO SALES Indemnitees”) any and all damages, losses, liabilities, costs, expenses, or claims, whether direct or indirect, known or unknown, or foreseen or unforeseen, which may arise from or be related to bodily injury, property damage, or other loss which occurs on JES SOLUTIONS LLC - AUTO SALES premises. Members agree to indemnify, defend, and hold JES SOLUTIONS LLC - AUTO SALES Indemnitees harmless from any and all damages, losses, liabilities, costs or expenses (including attorneys’ fees) arising from claims made by the Member, the Member’s visitors, and third parties arising from or related to: 1) bodily injury or property damage occurring on JES SOLUTIONS LLC - AUTO SALES premises or at offsite locations, 2) the Member’s failure to comply with applicable laws or regulations, 3) the Member’s sale or transfer of vehicles to third parties, and 4) claims made against JES SOLUTIONS LLC - AUTO SALES Indemnitees by the Member’s visitors, agents, employees, or customers. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL JES SOLUTIONS LLC - AUTO SALES INDEMNITEES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR LOST PROFITS THAT RESULT FROM OR ARE RELATED TO THE SALE, DISTRIBUTION, USE OF, OR INABILITY TO USE, ANY VEHICLE, EVEN IF JES SOLUTIONS LLC - AUTO SALES INDEMNITEES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Members and visitors who are California residents waive California Civil Code §1542, which reads: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

The contents of JES SOLUTIONS LLC - AUTO SALES’s Websites, such as text, graphics, images, downloadable and other material (“Materials”), including information obtained from independent suppliers not affiliated with JES SOLUTIONS LLC - AUTO SALES, is believed to be reliable, but may contain inaccuracies or typographical errors. We make no representations about the accuracy, reliability, completeness, sequence or timeliness of the Materials or about the results obtained from using JES SOLUTIONS LLC - AUTO SALES’s Websites or the Materials. Changes are periodically made to JES SOLUTIONS LLC - AUTO SALES’s Websites and may be made at any time without notice to you.

JES SOLUTIONS LLC - AUTO SALES DOES NOT WARRANT THAT THE WEBSITES WILL OPERATE ERROR-FREE OR THAT THE WEBSITES AND ITS SERVER ARE FREE OF COMPUTER VIRUSES AND OTHER HARMFUL GOODS. IF YOUR USE OF THE WEBSITES OR THE MATERIALS RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, JES SOLUTIONS LLC - AUTO SALES IS NOT RESPONSIBLE FOR THOSE COSTS. WE AND OUR SUPPLIERS PROVIDE THE WEBSITES “AS IS” AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, WE AND OUR SUPPLIERS SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF TITLE, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT. JES SOLUTIONS LLC - AUTO SALES AND ITS SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE MATERIALS, SOFTWARE, TEXT, GRAPHICS, AND LINKS.

Some provinces may not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. In such provinces, our liability is limited to the greatest extent permitted by law. This warranty gives you specific legal rights and you may also have other legal rights which vary from province to province.

K. Marketing and Promotional Materials. Members hereby agree and consent to receive marketing and promotional materials via mail, email, push email, facsimile, app, social media, text message or other then-current methods of communication from JES SOLUTIONS LLC - AUTO SALES. Please consult JES SOLUTIONS LLC - AUTO SALES’s Privacy Policy for information regarding how to withdraw this consent or opt out of receiving marketing and promotional communications from JES SOLUTIONS LLC - AUTO SALES.

V. FEES, PAYMENT, AND DELIVERIES

A. Fees. All Members agree to pay the member fee and other fees applicable to each vehicle purchase. The current fee schedules may be accessed by registered Members from the "My Account" page of JES SOLUTIONS LLC - AUTO SALES's Websites. Member fees apply to all items purchased at a JES SOLUTIONS LLC - AUTO SALES sale, including miscellaneous salvage items sold as "Other Goods." All fees are subject to change without prior notice. The Member is solely responsible for ascertaining applicable fees prior to bidding on a vehicle.

B. Payment.

1. Payment for vehicles and fees may only be made by payment methods accepted by JES SOLUTIONS LLC - AUTO SALES, which may change from time to time, in JES SOLUTIONS LLC - AUTO SALES’s sole discretion, and can be found at Payment Options. JES SOLUTIONS LLC - AUTO SALES reserves the right to restrict payment methods that a Member account may use and/or implement monetary limits, pre-approval requirements, or other restrictions on a Member account’s use of certain payment methods. Any such restrictions will be reflected in the Member’s account. Further information about available payment options is available on JES SOLUTIONS LLC - AUTO SALES’s Websites or by contacting JES SOLUTIONS LLC - AUTO SALES Member Services.
2. By initiating a transaction or otherwise making a payment to JES SOLUTIONS LLC - AUTO SALES, you confirm that you are authorized to use that payment instrument and that JES SOLUTIONS LLC - AUTO SALES is permitted to share information about you, the payment instrument, and the transaction with JES SOLUTIONS LLC - AUTO SALES’s as needed to initiate, process, or settle the transaction.  may All payments for fees and lots must be made from an account belonging to the Member or authorized user.
3. Commencing 30 days after the sale date, a finance charge in an amount equal to the greater of 1.5% per month (18% per annum) or the maximum allowed by law may be charged on any unpaid balance until payment in full is received by JES SOLUTIONS LLC - AUTO SALES.
4. Members agree to be personally liable for payment of any cashier's check or check that is dishonored. In the event of a dishonored cashier's check or check, the Member agrees to make payment within two days after receipt of notice from JES SOLUTIONS LLC - AUTO SALES of a dishonored check, and to pay JES SOLUTIONS LLC - AUTO SALES's NSF processing fee, and any and all collection costs including but not limited to, collection agency fees, administrative fees and/or attorney's fees and court costs.
5. Any Member with an excessive number of unpaid invoices, relist fees or NSF checks will be subject to automatic account suspension and a security deposit requirement in an amount to be determined by JES SOLUTIONS LLC - AUTO SALES in its sole discretion. JES SOLUTIONS LLC - AUTO SALES will retain this deposit as security against unpaid invoices. JES SOLUTIONS LLC - AUTO SALES will return the deposit upon the Member's request if all invoices have been paid, but the Member's account will remain suspended. In the event the Member fails to pay any invoice and the debt is past due, JES SOLUTIONS LLC - AUTO SALES will use the security deposit to satisfy the debt.

C. Sales Tax. Sales tax liability for items sold on JES SOLUTIONS LLC - AUTO SALES's Websites is determined based on multiple factors including but not limited to: vehicle type, title type, and Members address (i.e., the address that matches the Member licensing address) and the physical location of the JES SOLUTIONS LLC - AUTO SALES facility where the vehicle is stored at the time of sale (even if the vehicle is advertised for sale through a JES SOLUTIONS LLC - AUTO SALES facility located in a different taxing jurisdiction). Members purchasing vehicles from JES SOLUTIONS LLC - AUTO SALES at wholesale pursuant to a sales tax exemption certificate agree to indemnify, defend, and hold JES SOLUTIONS LLC - AUTO SALES harmless from any and all sales tax assessments, fines, penalties, damages, and costs, including attorneys' fees, incurred as a result of a determination by taxing authorities that the transaction was subject to the payment of sales, use, or excise tax.

D. Relist Fees. In the event a vehicle is not paid for within the time specified by the JES SOLUTIONS LLC - AUTO SALES facility where the vehicle was sold, Member agrees that JES SOLUTIONS LLC - AUTO SALES may, in its sole discretion, cancel the sale or relist the vehicle for sale, and the Member shall be responsible to pay a relist fee plus any collection costs, including court costs and reasonable attorney's fees. Relist fees may vary by facility. The Member agrees to verify relist fees prior to bidding on vehicles.

E. Automatic Deliveries. Subject to prior approval by JES SOLUTIONS LLC - AUTO SALES, Members may arrange for automatic delivery by JES SOLUTIONS LLC - AUTO SALES of all vehicles purchased. Storage charges and gate fees may be waived for Members set up with automatic delivery.

F. Payment for Vehicles Delivered by JES SOLUTIONS LLC - AUTO SALES. All fees and charges on vehicles must be paid prior to delivery, if not set up for automatic delivery. STORAGE FEES WILL BE CHARGED ON ALL VEHICLES ASSIGNED FOR DELIVERY AFTER THE PAYMENT GRACE PERIOD HAS ELAPSED. When a delivery in progress cannot be completed, regardless of the reason, the Member will be charged for a dry run both ways, plus storage at prevailing JES SOLUTIONS LLC - AUTO SALES rates. The Member must accept the vehicle when it is scheduled for delivery to avoid dry run and storage charges.

G. Priority of Application of Payments. Payments made by a Member to JES SOLUTIONS LLC - AUTO SALES will be applied in the following order: first towards any unpaid fees (including but not limited to Member registration fees, buyer fees, convenience, storage, loading/gate, late payment, relist, and delivery fees), then towards payment of the sale price of any vehicles purchased by the Member. For example, if a Member makes a payment of $1,000, but has outstanding relist fees of $400, JES SOLUTIONS LLC - AUTO SALES shall apply the first $400 towards the unpaid relist fees, with the remaining $600 applied towards payment for vehicles. The Member agrees that JES SOLUTIONS LLC - AUTO SALES has no duty to release vehicles or vehicle titles until all fees are paid in full.

H. Security Deposits.

Security Deposit for Basic Members. JES SOLUTIONS LLC - AUTO SALES may require payment of a security deposit before a Basic Member may place a bid on a vehicle. Security deposit requirements may be changed at any time. Current security deposit requirements may be found at JES SOLUTIONS LLC - AUTO SALES.com/security deposit.

Basic Member may request a refund of any unapplied security deposit online by visiting the Account Information page of JES SOLUTIONS LLC - AUTO SALES's Websites. All refunds are subject to confirmation that the security deposit is not applicable to any open bids or unpaid charges. All refunds shall be credited to the credit card used to submit the deposit. In the event the credit card is not valid the refund shall be made by check and mailed to the Member at the Member's address on file with JES SOLUTIONS LLC - AUTO SALES within 30 days of receipt of written request and verification of amount due.

Security Deposit for Premier Members. JES SOLUTIONS LLC - AUTO SALES will collect a $400 security deposit from all Premier Member applicants. JES SOLUTIONS LLC - AUTO SALES will return the Premier Member security deposit upon the Member's request if all invoices and charges have been paid in full; however, the Member's account will then be downgraded to Basic Membership. In the event a Premier Member fails to pay any invoice and the debt is past due, JES SOLUTIONS LLC - AUTO SALES will use the Premier Member's security deposit to satisfy the debt.

VI. CHOICE OF LAW AND VENUE; ENTIRE AGREEMENT

A. Forum Selection, Venue, Jurisdiction, Choice of Law, and Service of Process. The Member acknowledges and accepts the following as express conditions to membership with JES SOLUTIONS LLC - AUTO SALES:

1. Any action or proceeding arising directly or indirectly out of a vehicle bid or purchase transaction shall be conducted in the state/province where the vehicle was located at the time the bid was entered or the purchase transaction was consummated, and the substantive laws of such jurisdiction shall apply to such action or proceeding. For example, if a Member bids on or purchases a vehicle that was stored at JES SOLUTIONS LLC - AUTO SALES's facility in London, Ontario, at the time such bid was entered or such purchase was consummated, any action or proceeding arising out of such bid or purchase must be conducted in Ontario, and the substantive laws of the province of Ontario would apply to such action or proceeding. All other actions and proceedings – i.e., those not arising directly or indirectly out of a vehicle bid or purchase transaction – must be conducted in Ontario, and the substantive laws of the province of Ontario will apply to such actions and proceedings.
2. The Member consents to the forum selection, choice of law, jurisdiction, and venue provisions described above.
3. The Member consents to service of process by certified or registered mailing of the summons and complaint to the last address provided by the Member to JES SOLUTIONS LLC - AUTO SALES.
4. This section supersedes the venue provisions of the JES SOLUTIONS LLC - AUTO SALES Website Terms of Service as applied to Member disputes involving the bidding on or purchasing of vehicles from JES SOLUTIONS LLC - AUTO SALES.

B. Entire Agreement. These Terms and Conditions constitute the entire and sole agreement between the Member and JES SOLUTIONS LLC - AUTO SALES with respect to the subject matter hereof. There have been no representations, warranties, or promises given or made that are not set forth in these Terms and Conditions.