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End User License Agreement
v1.0

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This End User License Agreement ("Agreement") is a binding agreement between you ("End User" or "you") and Copart, Inc., ("Company"). This Agreement governs your use of the [Quik Auction Platform], (including all related documentation, the "Services"). The Services are licensed, not sold, to you.

BY CLICKING THE "AGREE" BUTTON, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE at least 18 years of age and OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL, OR USE THE APPLICATION.

1. License Grant. Subject to the terms of this Agreement, Company grants you a limited, non-exclusive, nontransferable, non-sublicensable, revocable license to:
   1. download, install, and use the Services for your personal use on a single mobile device or computer device owned or otherwise controlled by you ("Device") strictly in accordance with the Services’ documentation; and
   2. access, download, and use on such Device the Content and Services (as defined in Section 5) made available in or otherwise accessible through the Services, strictly in accordance with this Agreement and the Terms of Use applicable to such Content and Services as set forth in Section 5.
2. License Restrictions. Except as may be expressly permitted by applicable law or expressly authorized by the Services, you shall not:
   1. copy the Services, except as expressly permitted by this license;
   2. modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Services;
   3. reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Services or any part thereof;
   4. remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Services, including any copy thereof;
   5. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services, or any features or functionality of the Services, to any third party for any reason, including by making the Services available on a network where it is capable of being accessed by more than one device at any time;
   6. use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material on the Services;
   7. use any manual process to monitor or copy any of the material on the Services, or for any other purpose not expressly authorized in this Agreement, without Company's prior written consent;
   8. frame, mirror, or otherwise incorporate the Services or any portion of the Services as part of any other mobile application, website, or service;
   9. use the Services in any manner that could disable, overburden, damage, or impair the Services or interfere with any other party's use of the Services;
   10. upload any data or images that are obscene, illegal, lewd, or offensive; or
   11. remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Services.
3. Reservation of Rights. You acknowledge and agree that the Services are provided under license, and not sold, to you. You do not acquire any ownership interest in the Services under this Agreement, or any other rights thereto other than to use the Services in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. Company and its licensors reserve and shall retain their entire right, title, and interest in and to the Services, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
4. Collection and Use of Your Information. You acknowledge that when you download, install, or use the Services, Company may use automatic means (including, for example, cookies and web beacons) to collect information about your Device and about your use of the Services. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Services or certain of its features or functionality, and the Services may provide you with opportunities to share information about yourself with others.  When your register with us, we collect personally identifiable information from you consisting of your first and last name, mailing address, street address, telephone number, email address, vehicle pick-up address, vehicle pick-up contact information, and the IP address of your sign-on device.  All information we collect through or in connection with the Services are subject to our Privacy Policy. By downloading, installing, using, and providing information to or through this Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
5. Registration Data. Your registration information includes any information you provide 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 Services, you agree to provide true, accurate, current and complete Registration Data, and to maintain and promptly update the Registration Data as necessary.
6. Password and Security. Every user of QuikAuction must register with the Web Site using your Copart.com 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 Copart is not be 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.   If Copart becomes aware that you knowingly have provided your login and password information to another person, Copart  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 QuikAuction. Until notified otherwise by QuikAuction, you agree to use software that supports the Secure Socket Layer (SSL) protocol  or other protocols accepted by QuikAuction and follow QuikAuction’s log-on procedures. You acknowledge that Copart 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 Copart . You acknowledge that it is possible that, despite the reasonable security measures that Copart has implemented, electronic communications may be accessed by unauthorized third parties when communicated between you and QuikAuction using the Internet, other network communications facilities, telephone or any other electronic means.
7. Content and Services. The Services may provide you with access to Company's website located at [WEBSITE URL(S)] (the "Website") and products and services accessible thereon, and certain features, functionality, and content accessible on or through the Services may be hosted on the Website (collectively, "Content and Services"). Your access to and use of such Content and Services are governed by Website's Terms of Service and Privacy Policy located at [TERMS OF USE LINK], which are incorporated herein by this reference. Your access to and use of such Content and Services may require you to acknowledge your acceptance of such Terms of Service and Privacy Policy and/or to register with the Website, and your failure to do so may restrict you from accessing or using certain of the Services’ features and functionality. Any violation of such Terms of Service will also be deemed a violation of this Agreement.
8. Geographic Restrictions. The Content and Services are based in the state of Texas in the United States and provided for access and use only by persons located in the United States. By downloading, installing, and using the Services, You represent and acknowledge that you are located within the United States, and will not under any circumstances access or use the Content and Services outside of the United States.
9. Updates. Company may from time to time in its sole discretion develop and provide  updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Device settings, when your Device is connected to the internet either:
   1. the Services will automatically download and install all available Updates; or
   2. you may receive notice of or be prompted to download and install available Updates.

You shall promptly download and install all Updates and acknowledge and agree that the Services or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Services and be subject to all terms and conditions of this Agreement.

1. 10. Term and Termination.
   1. The term of this Agreement commences when you acknowledge your acceptance and will continue in effect until terminated by You or the Company as set forth in this Section 9.
   2. You may terminate this Agreement by deleting the Copart application and all copies thereof from your Device and discontinue using Copart’s services.  You may also email Copart at privacy@copart.com  to request deletion of your account and your personal information. Copart will handle such requests in accordance with the process outlined in our Privacy Policy.
   3. Company may terminate this Agreement at any time without notice if it ceases to support the Services, which Company may do in its sole discretion. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.
   4. Upon termination:
      1. all rights granted to you under this Agreement will also terminate; and
      2. you must cease all use of the Services and delete all copies of the Services from your Device and account.
   5. Termination will not limit any of Company's rights or remedies at law or in equity.
   6. We may change the terms of this Agreement and the policies incorporated herein from time to time, and if we do so, we will upload a new version to our website. If the changes are material, we will send advanced notice to You via the email address you have on file.
2. 11. Disclaimer of Warranties. THE APPLICATION IS PROVIDED TO END USER "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

1. 12. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION OR THE CONTENT AND SERVICES FOR:
   1. PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.
   2. THE USE OF THE APPLICATION, WEBSITE, AND THE CONTENT AND SERVICES, AND ANY INTERACTIONS WITH THIRD-PARTIES RELATED THERETO, IS AT YOUR OWN RISK AND SHALL NOT CREATE ANY LIABILITY FOR THE COMPANY.
   3. DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED $100.00.

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, FRAUD AND OTHER TORTS (WHETHER BASED ON INTENTIONAL OR NEGLIGENT CONDUCT), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

1. 13. Indemnification. You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, arising from or relating to your use or misuse of the Services, Website or the Content and Services, breach of applicable law, or your breach of this Agreement, including but not limited to the content you submit or make available through the Services, and your off-platform interactions with third-parties, including but not limited to other users, in connection with or related to your use of the Content and Services.
2. 14. Export Regulation. The Services may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Services to, or make the Services accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services available outside the US.
3. 15. US Government Rights. The Services are a commercial product, consisting of commercial computer software and commercial computer software documentation, as such terms are defined in 48 C.F.R. § 2.101. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Services as are granted to all other end users under license, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government licensees and their contractors.
4. 16. General Compliance with Laws. You shall only use the Services to engage in good faith and lawful bidding on vehicles and for bona fide sales of vehicles.  You may not use the Services in any manner or share information on the platform that is unlawful, misleading, fraudulent, or harassing or otherwise in connection with or in furtherance of any illegal activity.  You agree that if we believe or suspect that you are using the Services in violation of any laws, statutes, ordinances and regulations, we may immediately suspend, inactivate, or terminate your QuickAuction account and/or Copart account.
5. 17. Prohibited Users.  You must not use the Services if you are: (i) listed on any sanctions list of designated or blocked persons, including the Department of Treasury, Office of Foreign Assets Control’s Specially Designated Nationals and Blocked Persons list, (b) located, ordinarily resident in or organized under the laws of a country or territory that is subject to comprehensive restrictive sanctions from time to time; or (c) owned or controlled by any of the foregoing.  
6. 18. Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.
7. 19. Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of Texas in each case located in Dallas and Dallas county. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
8. 20. Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
9. 21. Entire Agreement. This Agreement, the Terms of Use and our Privacy Policy constitute the entire agreement between you and Company with respect to the Services and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Services.
10. 22. Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.

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