BUYER TERMS AND CONDITIONS OF IAA TRANSPORT PROGRAM

These shipping terms and conditions (“Terms”) apply to all IAA buyers (a “Buyer”) utilizing the shipping, exporting, and facilitating services of the IAA Transport program (the “Agreement”). These Terms are effective on the date the services are purchased by Buyer and are subject to change without notice. These Terms apply to all purchase orders issued by a Buyer and to all Quotations, Order Acknowledgments, and Invoices issued by Insurance Auto Auctions, Inc. or its subsidiaries, affiliates, or related entities (“IAA”). These Terms along with IAA’s Auction Rules supersede and replace all previous terms and conditions published by IAA with respect to the IAA Transport program. These Terms shall be binding on all Buyers, shippers, consignees and third parties to or for whom IAA provides IAA Transport services. IAA’s Auction Rules are incorporated into these Terms by reference; in the event of a conflict between same, IAA’s Auction Rules will govern.

1. LEGAL OWNERSHIP. Buyer has won the auction on the vehicle(s) being transported, has paid for the vehicle(s) with available funds, and has the authority to enter into this Agreement or has been duly authorized by the legal owner of the vehicle(s) to enter into this Agreement. If Buyer is an individual, Buyer agrees that her or she is over the legal age of eighteen (18) and able to enter into this Agreement legally.

2. GENERAL PROVISIONS:
A. These Terms shall constitute a binding contract on all Buyers, shippers and consignees to or for whom IAA provides services. These Terms supersede and negate any claimed, alleged or asserted oral contract, promise, representation or understanding among the parties with respect to services to be performed by IAA.
B. These Terms shall apply to all services provided by IAA, except to the extent contrary to applicable federal or state law, rule or regulation, and/or except to the extent IAA otherwise specifically agrees, in writing.
C. If there is any conflict or inconsistency between these Terms and our receipt of freight services bill of lading (“Bill of Lading”) issued in connection with services provided by IAA, the Terms contained herein shall control and govern
D. No employee or agent of IAA is authorized to change, modify or waive any of these Terms without the written consent of an authorized executive of IAA
E. These Terms are subject to amendment by IAA without notice. Your continued use of IAA’s services after publication of the amended Terms on our website shall constitute acceptance of the amended Shipping Terms and Conditions. Buyer understands and agrees that IAA is not the transporter and that the vehicle owned by Buyer will be transported by the transportation carrier (“Carrier”) pursuant to a separate Carrier agreement between IAA and Carrier.

3. PRICING. Prices include all taxes and convenience fees unless otherwise stated. Unless Buyer provides a valid and effective tax exemption certificate or satisfactory evidence of the same, all federal, state and local taxes (other than those based upon IAA’s net income) imposed upon the transportation are the responsibility of Buyer. Any modification in delivery address may result in a corresponding change to the price, which Buyer must pay. All international deliveries are subject to Customs Duty and VAT (to be billed separately). Additional domestic and international fees may apply under certain circumstances, such as when Buyer uses IAA Transport for a non-standard, large, or modified vehicle

4. PAYMENT. All shipments via ocean-going vessels (port-to-port) and via all-inclusive freight service (covering both overland shipping to and from IAA’s aggregation site and overseas shipping via ocean-going vessels) (“Transportation Fees”) must be prepaid by Buyer within five (5) days following receipt of an invoice. If the third party should fail to make, or refuse, payment for any reason, liability for payment shall revert to Buyer or consignee, who shall be jointly and severally responsible for payment, and payment will be due not later than five (5) days following demand by IAA. Any late payment shall be subject to a late fee of $50 per vehicle or 2% of the vehicle selling price. Transportation will not be arranged until Buyer has paid all fees due for the purchased vehicle, as well as the Transportation Fees, to IAA, and IAA has assignable title from the seller. Buyer shall reimburse IAA for the reasonable costs of collection of any late payments including, without limitation, all legal fees and expenses, including storage.

5. SCHEDULING. Because no guarantee of pickup or delivery date can be made, expressed, or implied, all delivery dates are estimates. When Buyer’s order is dispatched to the Carrier, IAA may update the estimated delivery date to Buyer. However, the Carrier may still arrive earlier or later than expected, and Buyer waives any and all claims against IAA for discounts or damages, including incidental, indirect, or consequential damages and claims for lost profits, even if IAA is advised of the possibility for such damages, due to a late delivery. Delays may occur due to Carrier schedules, mechanical failure, adverse weather or road conditions, driver illness, supply and demand for trucks, and/or unforeseen circumstances. IAA does not reimburse for any out-of-pocket costs, such as by way of example only, rental cars or airfare, due to delays, damage, or accident.

6. DELIVERY. Buyer shall accept all vehicles in the condition delivered by Carrier. Buyer is responsible for unloading the vehicle from the Carrier. IAA and the Carrier will rely upon the delivery information provided by Buyer at the time of order. The Carrier will attempt to notify Buyer of delivery approximately 12 to 24 hours prior to the actual delivery. If Buyer is not available at delivery, or when the Carrier contacts Buyer, the vehicle will be delivered to a terminal at the discretion of IAA or the Carrier. Buyer will be charged extra for storage and re-delivery. Should any of the delivery information change prior to delivery or be inaccurate, Buyer must notify IAA at least 2 hours prior to estimated delivery. IAA reserves the right to refuse service, if modified at any time. In the event this information is not relayed to IAA and the Carrier attempts a drop off, Buyer is responsible for paying for any dry run, re-route, and/or re-delivery fees or costs, and costs incurred should Buyer reject the delivery of a vehicle.

7. ROUTING. The Carrier will route Buyer’s vehicle(s) from origin to destination and does not agree to any specific routing.

8. DOOR-TO-DOOR. In general, a “door to door delivery” means the Carrier will get as close as possible to the desired delivery location. However, Buyer understands and agrees that local traffic laws, rules, regulations and safety are a priority. Weight restrictions, overhanging trees, traffic, steep hills, cul-de-sacs, speed bumps or the maneuverability of the transporter may all prevent an actual door-to-door delivery and if door-to-door is not possible, then Buyer will be responsible for the final delivery.

9. BUYER CONTACT INFORMATION. IAA and the Carrier will rely upon the contact information provided by Buyer at the time of the order. Buyer must designate a person to act as his or her agent at the point of delivery if for any reason Buyer is unavailable. IAA will not be responsible for tow charges, yard charges, or re-delivery charges incurred due to Buyer’s inability to provide alternate contacts. So long as IAA has no actual knowledge to the contrary regarding the authority of any person purporting to be Buyer’s agent or employee, IAA may rely and act upon any purported signature of, or email, text, fax, telephonic or other oral communication from any person purporting to be Buyer’s agent or employee, with regard to: (a) posting information regarding vehicle loads, or otherwise acting as agent on Buyer’s behalf, in connection with this Agreement; or (b) otherwise in connection with the provision of transportation brokerage services or this Agreement. IAA may conduct business with Buyer through the nonexclusive use of electronic, computer, digital, or other paperless means, including the good faith reliance on electronic mail, text, telephonic or other usual and regular forms of communication.

10. CANCELLATION POLICY. Orders may only be canceled by email sent from an authorized buyer representative to IAATransport@iaai.com and as otherwise set forth in this Paragraph. Buyer agrees to pay IAA a Dry Run fee equal to 1) $150.00 if transportation distance is between 0-1000 miles or 2) $250.00 if transportation distance is greater than 1000 miles, if Buyer cancels an order for transportation or redirects the order to a different location after 11:59.59 PM eastern standard time two calendar days before pickup from an IAA facility. As an example, if the scheduled pickup date is July 10th, then cancellation must occur before 11:59.59 PM eastern standard time on July 8th to avoid a Dry Run Fee. Should Buyer need to alter or cancel transportation after pickup from an IAA facility, Buyer must pay current transportation fee plus the fee for the new transportation quote and any additional transportation costs.

11. TERMINATION. IAA reserves the right at any time without cause or breach to terminate this Agreement. In the event of such termination, IAA will honor accepted orders but will not accept any additional orders and all obligations which are still executory on either side shall be discharged, and IAA shall not be liable to Buyer for any loss of anticipatory profits, incidental or consequential damages, but IAA shall retain any right or remedy based on a Buyer breach.

12. LIABILITIES NOT ASSUMED:
A. Except as may otherwise be prohibited by law, IAA shall not be liable to Buyer or to any other person for any mis-delivery, missed pickup, non-delivery, delay, damage or loss of whatever nature arising out of or in connection with the shipment or other services performed by us, unless such damage is proven to have been caused by IAA’s sole negligence and there has been no contributory negligence on the part of Buyer, consignee or other claimant. Under no circumstances shall IAA's selection of a particular company to provide shipment of cargo aboard an ocean-going vessel be deemed negligence on its part. IAA does not guarantee delivery by a specific time or date and shall not be liable for special or consequential damages due to delay, mis-delivery or non-delivery.
B. Without limiting the generality of Subsection (A), IAA shall not be liable for any loss, damage, mis-delivery, non-delivery, or other result, including, but not limited to, the following:
a. Any damage or loss to personal property stored by Buyer inside a vehicle or other contents of vehicles.
b. Any damage or loss to cargo caused by rust, mold, mildew or vermin.
c. Any damage to the undercarriage or the interior of any vehicle, or missing or damaged catalytic converter or interior components, including electronics and computer systems.
d. Any damage or loss resulting from the act, default or omission of Buyer, consignee or any other party claiming an interest in the shipment including, but not limited to, incorrect declaration of cargo, improper or insufficient packing, securing, marking or addressing of Buyer’s shipment, or resulting from the acts or omissions of the recipient.
e. Any damage or loss resulting from the failure of Buyer or consignee to observe any of the provisions set forth in these Terms.
f. Any damage or loss resulting from Acts of God, weather conditions, mechanical failures of vessels or other equipment failures, acts or omissions public authorities (including customs officials) acting with actual or apparent authority, quarantines, wars, riots, strikes or civil commotions.
g. Any damage or loss resulting from acts or omissions of any person other than IAA.
h. Any damage or loss resulting from compliance with delivery instructions from Buyer or consignee.
i. Any damage or loss resulting from the erasure of data from or the loss or irretrievability of data stored on magnetic tapes, files or other storage media, or erasure or damage of photographic images or soundtracks from exposed film, to the extent included in any cargo.
j. Any damage or loss resulting from the theft of any personal or financial information including, but not limited to, social security numbers, dates of birth, driver's license numbers, credit card numbers and financial account information.
k. Any damage or loss resulting from shipments released to the person or firm identified on shipping instructions provided by Buyer if IAA has reasonable grounds to believe that the person or firm to whom the shipment is released is in fact the person or firm identified in the shipping instructions or that such person or firm has been authorized by Buyer to accept the release. Without limiting the generality of the foregoing, IAA shall not be liable for releasing shipments to a person or firm if IAA acted reasonably under the circumstances.
C. IAA’s liability shall in no event exceed that as set forth in the Section entitled “Limitations of Liability”.

13. LIABILITY FOR CHARGES AND INDEMNIFICATION:
A. Buyer and consignee shall be liable, jointly, and severally, for all unpaid charges payable on account of a shipment including, but not limited to, sums advanced or disbursed by us on account of such shipment.
B. Buyer and consignee shall be liable, jointly and severally, to pay for, or indemnify and hold us harmless against and from, all claims, fines, penalties, damages, costs or other sums which may be incurred, suffered or disbursed by us for any violation of any of the provisions contained herein, or any other default of Buyer or such other party with respect to a shipment, or as a result of any negligent act or omission of Buyer or consignee.

14. LIENS ON SHIPMENTS. IAA shall have a lien on the shipment for all sums due and payable to us including past due charges. In the event of non-payment of any sum payable to us, IAA may hold the shipment and the cargo shall be subject to storage and/or disposed of at public or private sale, with notice to Buyer or consignee, and IAA shall have the right to recover out of the proceeds of such sale all sums due and payable to us, including storage, demurrage and detention charges. Buyer and/or consignee shall continue to be liable for the balance of any unpaid charges payable on account of the shipment. Storage and related fees imposed on vehicles or other cargo stored at any location shall be delinquent if not paid for more than thirty (30) days, and the cargo is subject to being sold at a lien sale in accordance with applicable local law (including sales in any foreign country to which the vehicle or other cargo may have been shipped). In addition, should cargo be shipped to any domestic or international destination and payment for IAA’s services is not received when due, then, at its option, IAA may have the cargo shipped back to its nearest warehouse and may sell the vehicle at a lien sale in accordance with applicable state law. In such case, IAA shall be entitled to recover its entire charge for shipping (including return shipping), storage, demurrage, detention, inspections, duties, taxes, administrative fees and all other costs and out- of-pocket expenses incurred by IAA.

15. LIMITATIONS OF LIABILITY:
A. Ground Shipments. IAA’s liability for loss or damage claims for ground shipments shall be the lesser of: (i) Buyer’s declared value of the shipment, (ii) the actual fair market value of Buyer’s shipment, or (iii) Five Hundred ($500) U.S. Dollars.
B. Ocean Shipments. If all or any part of the shipment tendered to IAA is carried by ocean-going vessel to its destination, such shipment shall be performed subject to the terms and provisions and limitations of liability specified by the Carriage of Goods By Sea and any other pertinent laws applicable to ocean carriers. Buyer or Buyer’s agent hereby authorizes IAA, in Buyer‘s name and on Buyer‘s behalf, to prepare any export documents, sign and accept any documents relating to said shipment and forward this shipment in accordance with the conditions of carriage and the tariffs of ocean carriers employed. The sole responsibility of IAA hereunder is to use reasonable care in the selection of carriers, forwarders, agents and others to whom it may entrust the shipment. In any event, under no circumstances will our liability for loss or damage claims for ocean shipments exceed the lesser of: (i) Buyer’s declared value of the shipment, (ii) the actual fair market value of Buyer’s shipment, or (iii) Five Hundred ($500) U.S. Dollars.
C. Insurance. Buyer shall obtain insurance on the cargo.
D. Excess Declared Value Prohibited. Any declared value in excess of the maximum allowed hereunder is null and void and our acceptance for carriage of any shipment with a declared value in excess of the maximum allowed hereunder does not constitute a waiver of the maximum declared value provisions.
E. Loss of Value; Special Damages. In no event and under no circumstances shall we be liable for any special, incidental or consequential damages, including but not limited to loss of value, lost profits or income, whether or not IAA had notice or knowledge that such damages might be incurred. Without limiting the foregoing, the limitation of liability in this Section shall preclude any claim or remedy against IAA based on an alleged loss of value inherent in a vehicle (such as an antique or collectible automobile in original condition, for example) due to any repairs that may be required as a result of damage to the vehicle incurred during shipment.

16. NOTICE AND DISPOSITION OF PROPERTY:
A. If the final destination of a vehicle is to an intermediary’s facility, IAA or Carrier shall notify Buyer when the vehicle has arrived at the final destination, i.e., the intermediary’s facility.
B. If a shipment is unclaimed or delivery cannot be affected, IAA will so notify Buyer and consignee, by telephone, email, or mail (at the addresses shown on the Bill of Lading). Upon written instructions from Buyer, IAA will return the shipment to Buyer, forward or re-consign it, or otherwise dispose of it, all at Buyer's expense. If no such instructions are received within thirty (30) days after IAA has notified Buyer and consignee of the cargo’s arrival at the destination point, IAA will dispose of the shipment at a public or private sale, in accordance with applicable law.
C. Non-cleared import shipments held at government warehouses will be recovered only when all costs have been paid in advance

17. PROOF OF DELIVERY:
A. When requested by Buyer or consignee, IAA will furnish a copy of our Bill of Lading or other shipping document signed by the consignee or his agent as proof of delivery (if available).
B. Storage and Charges
a. If a Buyer selects the destination of the vehicle, Buyer shall be solely responsible for determining whether that facility or port will accept the vehicle given its damaged or total loss condition and otherwise has capacity for Buyer’s shipment. Buyer waives any claim against IAA should a facility or port refuse to accept a vehicle for any reason.
b. Buyer is responsible for all applicable storage charges at marshaling yards, storage lots, ports, or any other non-IAA destination point.
c. Shipments rejected at a port or delivery address provided will be held without charge for three (3) calendar days (excluding weekends and federal holidays) at a local IAA branch, and Buyer shall be solely responsible to arrange new transportation to a new location. After three (3) calendar days, IAA shall have the right to impose storage charges at the prevailing local rate.
d. Risk of loss remains with Buyer at all time, even if a shipment is returned to an IAA facility.

18. THE BILL OF LADING:
A. Except as otherwise provided or agreed, all ground shipping performed by IAA shall be subject to IAA’s current Bill of Lading and the terms and conditions appearing on the reverse-side thereof. For all ground shipments where a bill of lading issued by Buyer is other than our Bill of Lading required herein, the signature of the driver for such carrier shall be the sole acknowledgement of delivery. Such non-authorized bills of lading are not a contract of carriage and IAA will not be subject to its terms and conditions. Continued use of unauthorized bills of lading by Buyer will not, and does not, constitute an implied acceptance or ratification by IAA.
B. Except as otherwise provided or agreed to by IAA, all ocean carriage services performed by IAA shall be subject to IAA’s current Bill of Lading and the terms and conditions appearing on the reverse-side thereof. For all ocean shipments where a bill of lading issued by Buyer is other than our Bill of Lading required herein, such carrier’s signature shall be the sole acknowledgement of delivery. Such non- authorized bills of lading are not a contract of carriage and IAA will not be subject to its terms and conditions. Continued use of unauthorized bills of lading by Buyer will not, and does not, constitute an implied acceptance or ratification by IAA.
C. If requested, IAA will provide Buyer with a copy of our Bill of Lading or other nonnegotiable shipping document on which the shipment was tendered to us.
D. The dimensions of the shipment must be entered on the Bill of Lading by Buyer. If omitted, or entered incorrectly, IAA reserves the right to measure the shipment and apply appropriate oversize shipment surcharges.

19. OCEAN SHIPMENTS. Buyer or its authorized agent hereby authorizes IAA, in its name and on its behalf, to prepare any export documents, to sign and accept any documents relating to said shipment and forward the shipment in accordance with the bills of lading, conditions of carriage and tariffs of the carriers employed. Buyer guarantees payment of all collect charges in the event the consignee refuses payment. The sole responsibility of IAA hereunder is to use reasonable care in the selection of carriers, forwarders, agents and others to whom it may entrust the shipment.

20. CUSTOMS CLEARANCE. By participating in IAA Transport, you appoint IAA and our customs agent as your agent solely for performance of customs clearance and certify the customs agent as the nominal consignee for the purpose of designating a customs broker to perform customs clearance (unless you specify a customs broker on the front of this Bill of Lading in the box provided) (where available). In some instances, local authorities may require additional documentation confirming our appointment. It is your responsibility to provide proper documentation and confirmation when required. You are responsible for and warrant your compliance with all applicable laws, rules and regulations, including by not limited to customs laws; import, export and re-export laws; and governmental regulations of any country to, from, through, or over which your shipment may be carried. You agree to furnish such information and complete and attach to the Bill of Lading such documents necessary to comply with such laws, rules and regulations. IAA assumes no liability to you or any other persons for any losses or expenses due to your failure to comply with this provision. You are also responsible for all charges, including transportation charges and all duties, customs assessments, governmental penalties and fines, taxes and our legal fees and costs, related to this shipment.

21. EXPORT CONTROL. You authorize IAA to act as forwarding agent for you for export control and customs purposes. You hereby certify that all statements and information contained in the Bill of Lading and any accompanying documents relating to exportation are true and correct. Furthermore, you understand that civil and criminal penalties, including forfeiture and sale, may be imposed for making false or fraudulent statements; for violation of any United States laws on exportation, including but not limited to 13 USC Sec. 305, 22 USC Sec. 401, 18 USC Sec. 1001, and 50 USC App, 2410; or the violation of export laws of other countries.

22. DAMAGE DURING TRANSPORT. Any damage during loading, unloading, and/or transport of the vehicle are the sole responsibility of the Carrier. All claims for in-transit damage must follow the IAA Damage Resolution Assistance herein. Buyer should sign a Bill of Lading from Carrier, and any damage claims arising out of transport or shipment should be clearly noted on the Carrier’s Bill of Lading. Signing the Bill of Lading at delivery without notification of damage is evidence of satisfactory delivery of vehicle(s).

23. IAA DAMAGE RESOLUTION ASSISTANCE. If a vehicle arrives in a different condition vis-à-vis IAA’s sale photos or there is property damage at the site of delivery, IAA will use commercially reasonable efforts to assist Buyer in resolving its claim against Carrier or IAA. Buyer acknowledges and agrees that the Carrier may limit its liability for loss or damage.
A. Assignment of Claim. Subject to the conditions outlined herein, if a vehicle or real or other personal property is damaged during transportation, IAA may in its discretion pay any valid claim for which it determines the Carrier is liable, in which case Buyer will automatically be deemed to assign its damage claim (the “Claim”) against Carrier to IAA. IAA may, in its absolute discretion refuse to voluntarily pay any such claim, including any situation where:
a. Buyer fails to comply with the Damage Claim Procedure outlined herein;
b. IAA has determined in its absolute discretion that Buyer’s Claim is unfounded; or
c. Buyer failed to pay the Transportation Fees by the Due Date.
B. Payment Amount. If IAA agrees to pay Buyer’s Claim, IAA will pay Buyer the lesser of:
a. the estimated cost of repair for the additional damage, which Buyer is able to demonstrate to IAA’s sole reasonable satisfaction did not exist prior to shipping; or
b. the value of the vehicle, measured as the purchase price from IAA plus buyer fees.
c. Claim Procedure. In order to initiate a Claim, Buyer must comply with all of the following procedures:
i. Accept Delivery. Buyer or the consignee at the delivery destination (the “Delivery Location”) must accept delivery of the vehicle load from Carrier at the time Carrier delivers the vehicle load to the Delivery Location (“Delivery Time”).
ii. Note Damage on Delivery Receipt at Delivery Time. At time of delivery, Buyer (or Buyer’s agent at the location of delivery) shall perform a careful visual inspection of each vehicle. Before signing the delivery, paperwork (e.g. bill of lading, delivery receipt, condition report, etc.) presented by Carrier, Buyer shall note any additional exterior damage (including glass) or missing equipment.
iii. Notify IAA of Vehicle Damage Claim. Within 48 hours of the Delivery Time, Buyer shall notify IAA of its Claim via email at IAATransport@IAAI.com.
iv. Required Documents. Within three business days of the Delivery Time, Buyer shall email the following documents to IAA in support of the Claim:
1. Detailed description of additional damage claimed;
2. Delivery Receipt where Buyer’s or Buyer’s agent or consignee noted damage to vehicle;
3. Two (2) computer-generated (not handwritten) independent estimates for repair of vehicle from service provider (e.g. body shop or mechanical service department), which Buyer shall obtain at its sole cost and expense; and
4. Photographs of damage.
v. If Buyer fails to comply with the obligations set forth in this subsection (c), IAA shall have no obligation to assist in filing of any claim with the Carrier.
d. In no event, will Carrier be responsible for, and in no event will a claim be made with respect to: (1) damage that is not patently visible upon reasonable inspection of the vehicle; or (2) any damage noted on any Delivery Report at the time of pick-up.

24. ADDITIONAL TERMS:
A.Indemnification. To the fullest extent allowed by law, Buyer will indemnify, defend and hold IAA, its parents, subsidiaries, and affiliates, and their directors, officers, partners, shareholders, associates, employees, and agents harmless from and against all claims, losses, expenses, fines, penalties, damages, demands, judgments, actions, causes of action, suits and liability claimed by a third party for a) Buyer’s material breach of this Agreement, and/or b) personal injury, death or damage to tangible property caused by Buyer or incurred during the IAA Transport process.

B. Notices. Each party agrees to promptly provide written notice of any suspected breach of this Agreement, the specifics of any claim of breach and to provide the other with a reasonable opportunity to investigate and cure any curable matter. In order to bring an action against IAA, Buyer must give notice to IAA of any claim within six (6) months of the date the claim arises and such claim must be in accordance with this Agreement. No claim of breach of this Agreement shall be made by Buyer unless and until all uncontested amounts are paid to IAA. All notices will be deemed received one (1) business day after deposited in a nationally recognized overnight carrier service; five (5) days after deposited with the United States Postal Service; or the day transmitted by email transmission, if sent during normal business hours. Either party may update its notice address by sending written notice of such change to the other party.
a. If notice is to be given to IAA, it shall be given as set forth below:
IAA Transport
Insurance Auto Auctions, Inc.
Two Westbrook Corporate Center, Ste. 1000
Westchester, IL 60154

b. Buyer Notice: At the address set forth on the applicable order.

C. Confidentiality.
a. Definition. For the purposes of this Agreement, “Confidential Information” means any technical or business information disclosed by one party to the other party that: (i) if disclosed in writing, is marked “confidential” or “proprietary” at the time of such disclosure; (ii) if disclosed orally, is identified as “confidential” or “proprietary” at the time of such disclosure, and is summarized in a writing sent by the disclosing party to the receiving party within thirty (30) days after any such disclosure; or (iii) under the circumstances of disclosure, would be understood to be confidential or proprietary by a person exercising reasonable business judgment. The IAA Transportation System is the Confidential Information of IAA.
b. Exclusions. Confidential Information will not include information that: (i) is now or thereafter becomes generally known or available to the public, without breach of this Agreement by the receiving party; (ii) was known by the receiving party prior to receiving such information from the disclosing party and without restriction as to use or disclosure; (iii) is thereafter rightfully acquired by the receiving party from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure; (iv) is independently developed by the receiving party without access to any Confidential Information of the disclosing party; or (v) is disclosed with the prior written consent of the disclosing party.
c. Restrictions on Use and Disclosure. Each party agrees to maintain the other party's Confidential Information in confidence using at least the same degree of care to protect such Confidential Information as it uses for its own information of similar importance, but in all events at least a reasonable degree of care. Each party agrees not use the other party’s Confidential Information for any purpose except as necessary for the performance of this Agreement. Each party agrees not to disclose the other party’s Confidential Information to any person except to its agents, employees, representatives and consultants who have a bona fide need to know such Confidential Information for the performance of this Agreement. Without limiting the foregoing, IAA and its affiliates have the right to use aggregated and statistical data (“Statistical Data”) derived from Buyer’s use of the IAA Transportation System, and nothing herein shall be construed as prohibiting IAA from utilizing the Statistical Data for lawful business and/or operating purposes. The rights and obligations set forth in this Section (Confidentiality) will survive termination or expiration of the Agreement.
d. Buyer acknowledges that a Carrier may install a vehicle tracking device into the standard OB2 port of the vehicle to track the vehicle health and location while in a Carrier’s possession. Buyer hereby waives any claims against IAA or the Carrier arising from the collection and use of such data and further agrees that IAA is the sole, exclusive owner of such data.

D. Waiver. The failure of either party hereto, in any, or more than, one instance to insist upon the performance of any of the terms and conditions of this Agreement or to exercise any right or privilege herein, or the waiver by either party of any breach of any of the terms and conditions of this Agreement, shall not be construed as thereafter waiving any such terms and conditions, rights or privileges, but the same shall continue and remain in full force and effect as if no such forbearance or waivers had occurred.

E. Survival. The termination of this Agreement shall not affect the obligations of either party to the other that arise under the terms and conditions of this Agreement, rights arising from this Agreement, or causes of action which have accrued prior to the date of the termination.

F. Governing Law. The laws of the State of Illinois shall apply to any dispute arising under this Agreement, notwithstanding any state’s choice of law rules to the contrary.

G. Resolution of Disputes.
a. Precondition to Claims. Buyer shall not institute legal proceedings against IAA without first completing the dispute resolution process set forth below. Buyer agrees that failure to complete this dispute resolution process is grounds for dismissal without prejudice of any legal proceedings.
b. Dispute Resolution Process. If Buyer has a dispute regarding this Agreement, it shall first follow the procedure in the IAA Damage Resolution Assistance contained herein. If Buyer is not satisfied with IAA’s decision, Buyer may proceed with arbitration under the terms set forth herein.
c. Submission to Arbitration. Any claim or dispute arising out of or relating to this Agreement shall be submitted to and resolved only by binding arbitration instead of litigation. Both parties agree to share equally in the entire cost of conducting the arbitration, including the fees of the Arbitrator (as hereinafter defined). The Federal Arbitration Act and federal arbitration law shall apply to arbitration under this Agreement. The parties agree that a party will bring all claims only in its individual capacity, and not as a plaintiff, class representative, or class member in any purported class action or representative proceeding. Neither party will be entitled to join or consolidate multiple claims or claims with any other person or entity in arbitration. The arbitration shall be held only in Cook County, Illinois or the county in which the IAA facility which sold the vehicle involved is located. Except as expressly provided herein, the arbitration shall be conducted in accordance with applicable rules and procedures established by the American Arbitration Association. One arbitrator shall be appointed in accordance with the Arbitration Rules (the “Arbitrator”). In the event a party fails to submit to arbitration in accordance with this section and the claim is ultimately found to be arbitrable hereunder, the party that failed to submit shall be responsible for paying the other party’s costs/expenses and attorneys’ fees associated with enforcing this section. Any result reached by the Arbitrator shall be final and binding on all parties to the arbitration, and no appeal may be taken. Any party to any award rendered in such arbitration proceeding may seek a judgment upon the award and that judgment may be entered thereupon by any court having jurisdiction.

H. Relationship of Parties. This Agreement is not intended to create nor shall be deemed or construed to create any relationship between the parties other than that of independent entities contracting with each other solely for the purpose of effecting the provisions of this Agreement. Buyer is an independent contractor, and not an employee, agent or representative of IAA. Neither Buyer nor any of its employees, subcontractors, or agents will be considered an employee or agent of IAA by virtue of the services or obligations provided for in this Agreement. Neither Buyer, nor any of its employees, subcontractors, or agents shall be entitled to participate in any employee benefit plans of IAA or any of its affiliated entities. Buyer agrees to defend, indemnify, and hold IAA harmless as provided herein against any and all claims asserted by any of Buyer’s employees, subcontractors, or agents claiming or demanding any rights against IAA related in any way to an employer/employee relationship or principal/agent relationship.

I. Severability. The determination by a court of competent jurisdiction or any other entity with legal authority over these Terms that any clause herein is invalid or unenforceable shall not affect the validity or enforceability of any other clauses of this Agreement. Additionally, the clause found to be invalid or unenforceable shall be reinterpreted in such a manner that it shall have an effect as close as possible to the effect originally intended by the parties to this Agreement while simultaneously complying with Laws.
J. Assignment. Buyer may not transfer or assign this Agreement without the prior written consent of IAA.

K. Force Majeure. IAA will be excused from a delay in performing or a failure to perform, its obligations under the Agreement to the extent such delay or failure is caused by the occurrence of a contingency beyond its reasonable control, which contingencies include acts of God, act of public enemy, war, riot, power failure, public disturbance, sabotage, transportation delay, shortage of raw material, energy, or machinery, interruption caused by government or judiciary, fire, lack of cooperation or assistance by Buyer, labor interruption, accident, and floods, or any disruption caused by a third party that materially impairs IAA’s performance hereunder (a “Force Majeure Event”). In such event, the performance times will be extended for a period of time to account for the loss due to the Force Majeure Event. In the case of a Force Majeure Event, a party which seeks excuse from performance or timeliness of performance must act with due diligence to remedy the cause of, or mitigate such delay or failure.

L. Anti-Corruption. Buyer will comply with the U.S. Foreign Corrupt Practices Act and other applicable anti-corruption laws. Buyer represents, warrants, and covenants that it, its officers, agents, employees, or affiliates have not and will not make or offer any payments to, or confer or offer any benefit upon any third party, including any person/firm employed by or on behalf of any governmental customer, government official, employee, political party, employee of political party, or political candidate with the intent to influence conduct in any matter relating to the subject of these Terms.

M. OFAC / Prohibited Persons. Neither Buyer nor any of its employees, affiliates, brokers or other agents, contractors or representatives acting in any capacity, directly or indirectly, in connection with the transactions contemplated by this Agreement is or will be (a) employing or conducting any business or engaging in any transaction or dealing with, any person or entity, or any affiliate of such person or entity, determined to have committed, threatening to commit or supporting, terrorist acts or those persons or entities appearing on the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) list of Specially Designated Nationals and Blocked Persons (which lists can be accessed at the following web address: http://www.ustreas.gov/offices/enforcement/ofac/) (collectively, “Prohibited Persons”), including the making or receiving of any contribution of funds, goods or services to or for the benefit of any Prohibited Person; (b) dealing in, or otherwise engaging in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224 dated September 24, 2001, relating to “Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism” (the “Executive Order”); or (c) engaging in or conspiring to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempting to violate, any of the prohibitions set forth in any U.S. anti-money laundering laws; and Buyer shall, at all times, be in compliance with the Executive Order, the USA Patriot Act of 2001 and all anti-terrorist financing and asset control laws, regulations, rules and executive orders and shall, upon request, deliver to IAA evidence of such compliance.

N. DOCUMENTATION. Buyer agrees to complete, execute and return ALL required documentation required to use the IAA transportation platform within 24 hours of receiving said documentation.

O. NO RIGHT TO OFFSET. BUYER SHALL NOT HAVE ANY RIGHT TO OFFSET OR DEDUCT UNPAID TRANSPORTATION OR OTHER CHARGES DUE AND OWING TO IAA AGAINST UNPAID CLAIMS FOR LOSS OR DAMAGES, CLAIMS FOR OVERCHARGES, OR ANY OTHER CLAIMS ASSERTED AGAINST IAA. IAA IS NOT OBLIGATED TO ACT ON ANY CLAIM UNTIL ALL TRANSPORTATION CHARGES ARE PAID IN FULL. BUYER’S SUBMISSION OF AN ORDER IS CONCLUSIVE ASSENT TO AND ACCEPTANCE OF THESE TERMS AND CONDITIONS OF USE. IF BUYER ALLOWS THE CARRIER ASSIGNED TO TRANSPORT BUYER’S VEHICLE, BUYER EXPRESSLY AGREES TO THE TERMS IN THIS AGREEMENT.