Terms of Service

1. Our role

The Platform is a venue. Except where Apex is expressly identified as the seller of a specific vehicle, each sale contract is formed directly between the listing seller and the winning buyer, and Apex is not a party to it, does not own the vehicle, and does not take title. Apex provides listing, bidding, negotiation, payment-facilitation, document-preparation, and post-sale support services around that contract.

Where the Platform identifies a dealer of record for document processing on a given transaction, that dealer's role is limited to the document services described at checkout and in the Title Policy. Nothing in these Terms makes Apex a broker of transportation (see the Transportation Support Policy), a lender, or an insurer.

2. Definitions

• "Sale" — the binding purchase contract formed when a bid, offer, or buy-now commitment is accepted under Section 6. "Sale Date" — the calendar date the Sale is formed, which counts as day one of every period measured from it.
• "Checkout Deadline" — 24 hours after the Sale is formed, unless a different deadline is shown at checkout.
• "Release Event" — the moment the vehicle is released to the buyer or to the buyer's carrier and the buyer's pickup code (one-time PIN and secret word) is confirmed on the Platform.
• "Negotiable Title" — as defined in the Title Policy.
• "Platform Balance" — funds a member holds on account with the Platform, including deposits and reward credits.
• "Business Day" — Monday through Friday, excluding U.S. federal holidays, measured in U.S. Eastern Time. All Platform deadlines are measured in U.S. Eastern Time.
• "Condition Report" — the structured vehicle condition disclosure published on a listing, including its verification designation (Section 11).

3. Eligibility and registration

Dealer accounts are available only to motor vehicle dealers holding a current dealer license in at least one U.S. state. As part of registration and at any time afterward, we may require: a copy of each dealer license under which you transact; your resale or sales-tax exemption certificate; your federal tax identification (W-9); the identities of your authorized representatives; and, where we prepare title or registration documents for you, a signed power of attorney limited to that purpose. You must keep these current and notify us within 5 Business Days if any license is suspended, surrendered, expired, or revoked — from that moment you may not bid, list, or sell.

We may verify any information you provide with issuing authorities and third-party services, and we may approve, condition, suspend, or decline any account at our discretion. Providing false or expired credentials is a material breach and grounds for immediate termination and unwinding of pending Sales at your cost.

You must be at least 18 years old to use the Platform in any capacity.

4. Credentials and authorized representatives

Your account credentials are for your business only. Every action taken through your account — including bids, offers, acceptances, and document signatures — binds you, whether taken by you, an employee, an agent, or anyone you permitted (or negligently allowed) to access your credentials. You are responsible for maintaining the confidentiality of credentials, one-time PINs, and pickup secret words, and for promptly disabling access for departed personnel.

Digital acceptances on the Platform are signatures under the federal E-SIGN Act and applicable state UETA statutes, as described in the Participation Policies.

5. Permitted use and prohibited conduct

You may use the Platform only for lawful wholesale vehicle transactions in accordance with these Terms. You must not:

• Bid on your own listing, arrange for anyone acting in concert with you to bid on it, or otherwise inflate or suppress prices ("shill bidding" and bid manipulation in any form);
• Retract or attempt to evade a winning bid or accepted offer, or interfere with another member's bidding;
• Contact a counterparty to complete or renegotiate a Platform-originated transaction off the Platform, or otherwise circumvent Platform fees;
• Scrape, harvest, crawl, or systematically extract listings, photographs, condition data, prices, or member information, or use any Platform data to train, build, or seed a competing product or dataset;
• Misrepresent a vehicle, a title, your identity, your licensure, or your authority;
• Introduce malicious code, probe or breach security controls, or access data or accounts you are not authorized to access;
• Use the Platform to launder money, evade sanctions, sell stolen vehicles, tamper with odometers or VINs, or violate any law.

We may investigate suspected violations, remove listings, void affected transactions, withhold or reverse payouts connected to a violation, and report conduct to law enforcement and licensing authorities.

6. Auctions, offers, and formation of a Sale

Every bid, proxy bid, offer, counter-offer acceptance, and buy-now commitment you submit is a firm, irrevocable offer to purchase at that amount, open until the listing closes or the offer is declined, expired, or displaced under the listing's rules. There is no right to retract. A Sale is formed — and a binding contract exists — when:

• an auction closes with your bid as the highest bid at or above the seller's reserve (auctions may extend automatically in short increments when late bids arrive, and live-event listings follow the timing shown on the event screen);
• a no-reserve listing closes with your bid as the highest bid;
• the seller accepts your offer, or you accept the seller's counter-offer, during a post-auction negotiation or offer window (competing offers may displace yours under the displayed rules until acceptance); or
• you complete a buy-now commitment.

The Platform's electronic records of bids, offers, timestamps, and acceptances are the authoritative record of each transaction. We may cancel or void a bid, offer, or Sale that results from obvious system error, obvious clerical error (for example, a misplaced digit inconsistent with the bidding pattern), fraud, or a violation of Section 5; a voided transaction restores the parties to their prior positions and is not a default by either of them.

Sellers must honor every Sale formed under this Section. A seller who refuses to complete a Sale is in default under Section 8.

7. Checkout and payment

The buyer must complete checkout by the Checkout Deadline using a payment method offered at checkout (bank transfer/ACH is preferred; card, Platform Balance, and approved floor-plan financing may also be offered). A bank transfer initiated through the Platform before the Checkout Deadline is timely even if it settles later, provided it settles successfully; a transfer that fails or is returned is retroactively untimely.

All amounts on the Platform are whole U.S. dollars, computed and rounded as stated in the Fee Schedule. The buyer is responsible for any taxes and government charges arising from its purchase; wholesale dealer-to-dealer sales are made for resale, and the buyer must hold a valid resale certificate where required.

Returned and failed payments. A returned, disputed, or failed payment (including ACH returns and card chargebacks made without a good-faith basis) accrues the administrative fee stated in the Fee Schedule, plus our actual bank costs. Initiating a chargeback instead of using the Platform's dispute process, when you received what you purchased, is a material breach.

Right of setoff. We may set off any amount you owe us or a counterparty under these Terms against any amount we hold for you or owe you — including Platform Balance, deposits, reward credits, and pending payouts — without prior notice, and will show any setoff on your ledger.

Funds paid at checkout are held and are not released to the seller until the Release Event and any title condition described in the Title Policy is satisfied. Payouts, less amounts due under the Fee Schedule, are then initiated to the seller's connected account.

8. Default and remedies

Buyer default. A buyer defaults by missing the Checkout Deadline, by a payment failing without timely cure, or by refusing to take delivery of a conforming vehicle. On buyer default we may, in any combination: cancel the Sale; forfeit the buyer's deposit and apply Platform Balance under our setoff right; offer the vehicle to the next-highest bidder or relist it; suspend or restrict the buyer's bidding (repeat defaults escalate to termination); and recover from the buyer the seller's and our resulting costs, including any price shortfall on a prompt resale, relisting costs, and storage.

Seller default. A seller defaults by refusing or failing to complete a Sale, by failing to release the vehicle after payment, by materially misrepresenting a vehicle, or by missing title obligations under the Title Policy. On seller default we may: cancel the Sale and refund the buyer in full; charge the seller the fees stated in the Fee Schedule plus our and the buyer's documented out-of-pocket costs (including return transportation where applicable); withhold or reverse the payout; remove listings; and suspend or terminate the seller.

The remedies in these Terms are cumulative with any remedy available at law, except where a document in this suite states an exclusive remedy.

9. Ownership, risk of loss, and pickup

As between buyer and seller: ownership of the vehicle transfers when the buyer has paid in full and the Release Event occurs; risk of loss and responsibility to insure transfer at the Release Event. Release to a carrier the buyer arranged (or asked us to help schedule under the Transportation Support Policy) is release to the buyer.

The buyer must complete pickup within 7 calendar days after payment settles, unless transport has been scheduled through the Platform for a later date or the seller agrees in writing to a later date. After that window the seller may assess the daily storage charge stated in the Fee Schedule, and after 21 calendar days of buyer inaction we may treat the Sale as a buyer default under Section 8.

The seller must not release the vehicle to anyone without confirming the buyer's pickup code through the Platform. A seller who releases a vehicle without pickup-code confirmation bears the risk of misdelivery and is not entitled to a payout on the strength of the unconfirmed release. The seller must keep the vehicle in materially the same condition as listed until release, and must not drive it except minimally for storage and loading.

10. Titles

Title designations, delivery deadlines, the Negotiable Title checklist, late-title remedies (including the buyer's one-time late-title cancellation right), branded and no-title disclosures, and the outer finality deadline are governed by the Title Policy, which is incorporated into these Terms. Time periods there run from the Sale Date, with the Sale Date counting as day one, unless that policy states otherwise.

11. Vehicle condition, "as-is" sales, and arbitration

Every vehicle is sold "as-is, where-is," with all faults, without any warranty of merchantability, fitness, or otherwise, express or implied, from Apex — and without any warranty from the seller except (a) the seller's disclosures on the listing, (b) title warranties in the Title Policy, and (c) any written warranty a seller expressly states on the listing itself. Descriptions, photographs, condition scores, and estimated values are aids to bidding, not warranties by Apex.

The exclusive remedy for a post-sale condition claim is the Vehicle Condition Arbitration Policy, which is incorporated into these Terms. Defects disclosed on the Condition Report, in listing text or photographs, or in an attached history report are accepted by the buyer and are not grounds for any claim. Listings marked as not fully verified (for example, bulk-imported listings whose unanswered condition parameters were auto-marked presumed good) carry that designation as a disclosure, with the arbitration consequences stated in that policy.

12. Cancellation and unwind

A Sale may be cancelled only: (a) by agreement of buyer and seller recorded on the Platform; (b) by us under Sections 6, 8, or 20; (c) by the buyer exercising the late-title cancellation right in the Title Policy; or (d) as an arbitration outcome under the Vehicle Condition Arbitration Policy. No other cancellation right exists, including buyer's remorse or market movement.

On any cancellation and unwind: amounts the buyer paid for the vehicle are refunded through the original payment method or Platform Balance; the party responsible for the cancellation bears return transportation, storage from the date of the cancellation decision, and the non-refundable fees stated in the Fee Schedule; risk of loss on a vehicle being returned rests with the party in possession until redelivery; and any title documents are returned promptly in the condition received. Where a refund cannot be pushed automatically to the original payment method, we may complete it by manual transfer or Platform Balance credit.

13. Transportation

Apex is not a motor carrier, freight forwarder, or licensed property broker, holds no cargo insurance, and is not a party to any transport contract. Any carrier introduction, quoting, scheduling help, or billing convenience we provide is governed by the Transportation Support Policy, which is incorporated into these Terms. All transport claims — loss, damage, delay, shortage — lie against the carrier, not Apex.

14. Fees

The fees for using the Platform are stated in the Fee Schedule and are shown again at checkout or on the relevant screen before you commit. Fees are earned when the related service is provided (for example, listing fees when a listing goes live, sale commissions when a Sale is formed) and, except where a document in this suite expressly says otherwise, are non-refundable. We may change the Fee Schedule prospectively under Section 23; changes never apply retroactively to a Sale already formed.

15. Public (non-dealer) buyers

This Section applies only while the Platform enables public participation, and only to buyers who register under a public (non-dealer) account. When public participation is disabled, the Platform is dealer-to-dealer only, and completed public transactions and records remain valid and visible to their parties.

• Public buyers bid the all-in amounts described in the Fee Schedule and must complete identity verification before bidding.
• Sales to public buyers are retail sales for the limited purposes of applicable consumer law; where the FTC Used Car Rule applies, the Buyers Guide governs over conflicting listing text, and nothing in these Terms waives a consumer protection a public buyer cannot lawfully waive.
• Document-processing services for public buyers (registration paperwork, odometer disclosure, and similar) are performed by the identified dealer of record for the fee shown at checkout.
• Public buyers receive vehicle payouts protections as stated in the Title Policy (title-before-payout), and their dispute path is Section 21 subject to the consumer carve-outs there.

16. Member representations and warranties

Every member represents, on each day it uses the Platform, that: its account information is current and accurate; it is not subject to U.S. sanctions and is not using the Platform for any unlawful purpose; and it has the power to perform every transaction it enters.

Every seller additionally warrants for each listing that: it lawfully possesses and is entitled to sell the vehicle; the VIN is accurate and untampered; the odometer disclosure is accurate to the seller's knowledge and complies with the federal odometer act (49 U.S.C. § 32705); the title status designation is accurate; all known material defects, brands, and history are disclosed; and the vehicle is free of liens and security interests other than those the seller has disclosed and will discharge before title delivery.

Every buyer additionally warrants for each purchase that: it purchases for resale in the ordinary course (dealer accounts); it holds any license and certificate its purchase requires; and it has evaluated the listing, Condition Report, photographs, and any history report before committing.

17. Indemnification

You will defend, indemnify, and hold harmless Apex, its affiliates, and their officers, employees, and agents from and against any third-party claim, loss, liability, fine, and expense (including reasonable attorneys' fees) arising out of: your breach of these Terms or any incorporated document; your listings, vehicles, disclosures, or title documents; your violation of law, including dealer licensing, odometer, tax, and consumer protection laws; transactions between you and other members; and your negligence or willful misconduct. We will give you prompt notice of any indemnified claim and may participate in the defense with counsel of our choice; you may not settle a claim that imposes obligations on us without our consent.

18. Disclaimers

THE PLATFORM AND ALL PLATFORM SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, APEX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE (AS TO THE PLATFORM), NON-INFRINGEMENT, ACCURACY OF DATA, AND UNINTERRUPTED OR ERROR-FREE OPERATION. Apex does not guarantee the accuracy of member-supplied information, condition data, estimated values, price intelligence, history reports, or third-party data, and does not endorse any member or carrier.

Bidding is a real-time system; connectivity failures, device issues, and outages can occur. You accept the risk that a bid or offer may not be received or processed, and Section 6's error rules are the exclusive means of addressing a system-error transaction.

19. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) APEX IS NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST OPPORTUNITY, LOSS OF USE, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY; AND (B) APEX'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE PLATFORM OR ANY TRANSACTION IS LIMITED TO THE GREATER OF (i) THE PLATFORM FEES YOU PAID TO APEX IN THE 6 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM AND (ii) $500.

These limits do not apply to Apex's own fraud or willful misconduct, to amounts Apex holds for you (which remain payable per these Terms), or to liability that cannot lawfully be limited. They apply regardless of the theory of liability and even if a limited remedy fails of its essential purpose. Some jurisdictions do not allow certain limitations; in those jurisdictions the limits apply to the fullest extent permitted.

20. Suspension and termination

We may suspend or restrict your account immediately where we reasonably suspect fraud, credential lapse, payment default, shill bidding, a security risk, or another material breach, and otherwise may terminate these Terms with 10 days' notice. You may close your account at any time. Suspension or termination does not release either party from obligations on Sales already formed, amounts owed, or Sections 16 through 19, 21, and 24, which survive. On termination we will pay out undisputed amounts we hold for you after completing setoffs and any pending unwind obligations.

21. Dispute resolution, governing law, and venue

Vehicle condition claims follow the Vehicle Condition Arbitration Policy exclusively. All other disputes must first be raised through the Platform's dispute tools or by email to support@laneuppro.com, and the parties will attempt in good faith to resolve them within 30 days.

Dealer accounts. Any dispute between you and Apex not resolved informally shall be finally resolved by confidential binding arbitration before a single arbitrator under the Commercial Arbitration Rules of the American Arbitration Association, seated in Connecticut, judgment on the award enforceable in any court of competent jurisdiction. Either party may instead bring an individual claim in small claims court, and Apex may seek injunctive relief in court for Section 5 violations, credential misuse, or intellectual property misuse. Class actions and class arbitrations are waived — every claim proceeds individually.

Public buyers. The same arbitration agreement applies under the AAA Consumer Arbitration Rules, with the arbitration held in the county where you live or another mutually agreed location, and Apex will bear filing fees above the amount of your local small-claims filing fee. You may opt out of arbitration (not the class waiver, where enforceable) by emailing support@laneuppro.com within 30 days of first accepting these Terms.

These Terms and every transaction on the Platform are governed by the laws of the State of Connecticut and applicable federal law, without regard to conflict-of-laws rules; the U.N. Convention on Contracts for the International Sale of Goods does not apply. For matters not subject to arbitration, the state and federal courts sitting in Connecticut have exclusive jurisdiction, and each party waives objection to that venue and waives trial by jury. Where the law of the state of a specific transaction grants a non-waivable protection, that protection applies to that transaction notwithstanding this Section.

22. Incorporated documents and order of precedence

The following are part of these Terms, and you accept them by using the Platform: the Vehicle Condition Arbitration Policy; the Title Policy; the Transportation Support Policy; the Buyer Agreement and Seller Agreement; the Participation Policies including their State Addenda; the Fee Schedule; and the Privacy Policy (which describes data practices and is not a contract term of sale).

If these documents conflict on a point, the order of precedence is: (1) these Terms of Service; (2) the Vehicle Condition Arbitration Policy; (3) the Title Policy; (4) the Transportation Support Policy; (5) the Buyer Agreement and Seller Agreement; (6) the Participation Policies and State Addenda; (7) the Fee Schedule; then (8) NAAA auction standards, which the Platform may consult as persuasive interpretive guidance but which are not otherwise binding. Applicable federal, state, and local law supersedes every document in this suite to the extent of any conflict.

23. Amendments and notice

We may amend these Terms and any incorporated document prospectively. Material amendments take effect no sooner than 7 days after we post the revised document with a new version number and notify members by email, in-app notification, or a prominent Platform notice; non-material corrections take effect on posting. Where a document is digitally signed (the Participation Policies), members are asked to re-sign the new version before their next listing or bid. Your continued use of the Platform after the effective date of an amendment is acceptance. Amendments never change the terms of a Sale already formed.

Formal notices to Apex must be sent to support@laneuppro.com. We give notices to the email address and in-app inbox on your account; keeping them current is your responsibility.

24. Intellectual property

The Platform — including its software, design, page layouts, text, graphics, logos, the LaneUpPro name and marks, condition-report formats, scoring methods, and data compilations — is owned by Apex Auto Group Inc. or its licensors and is protected by copyright, trademark, and other laws. These Terms grant you a limited, revocable, non-exclusive, non-transferable right to use the Platform for its intended purpose and no other right or license.

You retain ownership of the photographs, descriptions, and other content you submit, and you grant us a worldwide, royalty-free license to host, reproduce, display, adapt (for formatting), and distribute that content to operate, market, and improve the Platform, during and after your membership as needed for records of completed transactions. You warrant that your content does not infringe anyone's rights. We respond to copyright complaints sent to support@laneuppro.com consistent with the DMCA, 17 U.S.C. § 512, and may remove content and terminate repeat infringers.

25. General

• Entire agreement. These Terms and the incorporated documents are the entire agreement between you and Apex about the Platform and supersede prior discussions.
• Assignment. You may not assign these Terms or any Sale without our written consent; we may assign to an affiliate or in connection with a merger, sale, or reorganization.
• Severability. If a provision is held unenforceable, it is enforced to the maximum extent permitted and the remainder stands; if the class waiver in Section 21 is held unenforceable as to a claim, that claim proceeds in court, not arbitration.
• No waiver. Our delay or failure to enforce a provision is not a waiver of it.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control (natural disaster, war, labor disruption, utility or internet failure, government action), except payment obligations already due.
• Relationship. Nothing here creates a partnership, joint venture, employment, or franchise relationship, or (except as expressly stated for document processing) an agency relationship.
• Headings are for convenience and do not affect interpretation. "Including" means "including without limitation."