Clickwrap Terms and Conditions Agreement

This Clickwrap Terms and Conditions Agreement ("Agreement") is a legally binding contract between Zen Car Buying, LLC, a Washington limited liability company ("ZCB," "Company," "we," or "us"), and you ("User" or "you"). By clicking "I AGREE," you confirm that you have reviewed, understood, and accepted this Agreement in its entirety. If you do not agree, you must discontinue access to and use of the Company’s resources, which include vehicle research recommendations, inventory sourcing, and purchase assistance as described herein.

1. Definitions

1.1 Services

The online platform provided by the Company facilitates vehicle research, vehicle sourcing, and/or vehicle purchase assistance by us and for you, and supports transactions, communications, and related activities. The Company provides vehicle research recommendations, inventory sourcing, and purchase assistance as a service to you in consideration for certain fees provided on the Company’s website.

1.2 Platform

Our website, including integrated content, tools, technology, and features.

1.3 Agreement

This document, including any linked terms (e.g., Privacy Policy, Fee Disclosures), constitutes the complete and exclusive agreement between the User and the Company.

2. User Consent

2.1 Consent by Click

By clicking "I AGREE" during registration or use of the Services, you provide explicit consent to this Agreement, including all incorporated policies. Your assent to this Agreement is governed by the Uniform Electronic Transactions Act (UETA) (RCW 19.360), making it legally binding as an electronic signature under Washington law. This Agreement complies with Washington case law, including Wilson v. Huuuge, Inc., 944 F.3d 1212, 2019 U.S. App. LEXIS 37952, 2019 WL 6974430 (W.D. Wash. Dec. 19, 2019) which establishes enforceability standards for clickwrap agreements, such as conspicuous presentation of terms and affirmative user action.

2.2 SMS Consent

By providing your phone number and clicking "SCHEDULE EVENT," you consent to receive text messages (SMS) from the Company regarding appointment scheduling, updates regarding the Services, appointment reminders, etc. at the phone number you have provided. Message and data rates may apply. You understand that consent to receive SMS messages is not a condition of using the Company’s Services. You can opt out at any time by replying "STOP" to any text message received from the Company.

By texting Zen Car Buying LLC at 888-651-6088, you agree to receive Conversations (external) messages from Zen Car Buying LLC. Reply STOP to opt-out; Reply HELP for support; Message & data rates may apply; Messaging frequency may vary. Visit https://zencarbuying.com/privacy-policy/ to see our privacy policy and https://zencarbuying.com/terms-and-conditions/ for our Terms of Service.

3. Services Provided and Liability Limitations

3.1 Scope

The Services assist buyers in locating and acquiring a new or used vehicle. The Company does not serve as a dealership, provide financing, or guarantee the success of any transaction. All automotive sales contracts are between the buyer and the respective dealer/private seller.

3.2 No Guarantee or Warranty

The Company does not guarantee the availability of specific vehicles, dealer/seller pricing, or the success of any negotiations or transactions.

3.3 Dealer Independence

The Company is not a dealer and is not responsible for the conduct, representations, or contractual obligations of any dealer. You are encouraged to conduct independent due diligence before entering into any agreements with dealers.

3.4 No Warranty

The Company provides the platform "as is" and disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

3.5 Limitation of Liability

The Company’s liability for any claim arising from this Agreement is limited to the amount paid by User for the Services. The Company is not liable for indirect, incidental, or consequential damages.

3.6 Liability Carve-Out

The Company does not disclaim liability for gross negligence, intentional misconduct, or violations of Washington consumer protection laws.

3.7 No Agency

The Company is not an agent, representative, or fiduciary of you or the dealer/private seller.

4. Required Regulatory Disclosures

4.1 Fee Disclosures

The Company charges service fees for its Services, including for vehicle research recommendations, inventory sourcing, purchase assistance, and other premium features. Fees will be transparently disclosed on the Platform before incurring charges, in compliance with the Washington Consumer Protection Act (CPA).

4.2 Company Limitations

The Company operates as a facilitator and is not a party to purchase agreements between you and a dealer/individual. You are responsible for independently verifying all terms with the dealer directly, conducting your own due diligence, and ensuring compliance with any applicable warranties and conditions.

4.3 Additional Disclosures

Washington state law requires auto brokers to disclose any conflicts of interest or financial incentives connected to dealer referrals. The Company affirms compliance with all legal disclosure requirements.

5. User Obligations

You agree to:

• Use the Services solely for lawful purposes and personal use.
• Provide accurate and complete information when prompted by the Platform.
• Refrain from circumventing, tampering with, or misusing the UI mechanisms or security features of the Platform.
• Review all terms and conditions of any dealer agreements independently.

6. Fees and Payment

6.1 Transparency

Any fees associated with the Services will be displayed clearly on the checkout or transaction pages within the Platform. Fees are non-refundable unless required by law.

6.2 Payment Terms

Payments must be made via accepted methods (i.e., Stripe), and failure to remit payment may result in suspension of the Services.

6.3 Fee Example

Users will see a breakdown of fees, such as a $250 service fee for vehicle sourcing, prior to confirming any transaction.

7. Governing Law and Disputes

7.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, without regard to conflict of law principles.

7.2 Jurisdiction

Any disputes arising from this Agreement must be brought exclusively in the state or federal courts located in Spokane County, Washington. You agree to submit to the jurisdiction of these courts.

7.3 Dispute Resolution

Prior to filing any legal action, The Parties agree to enter into mediation in good faith, and with a sincere desire to reach a mutually acceptable resolution of their differences.

8. Technological Requirements and UI Enforceability

8.1 Affirmative Assent

The “I AGREE” button is only enabled after you select from the available Services and before being redirected to the payment processor. You cannot proceed to the payment processor without affirmatively checking the “I AGREE” button which also has a hyperlink to this Agreement next to it.

8.2 Accessibility

This Agreement complies with UI design best practices, including clear presentation, font colors/sizes, and conspicuous placement of critical disclaimers.

9. Termination and Suspension

The Company may terminate or suspend access to the Services for breaches of this Agreement or other harmful actions. Reasonable notice will be provided unless immediate action is required to prevent harm or fraud.

10. Severability

If any provision of this Agreement is deemed unlawful or unenforceable, the remaining provisions shall remain in full force and effect.

11. Modifications to this Agreement

The Company reserves the right to amend or update this Agreement at any time. Changes become effective upon their posting to the Platform. Continued use of the Services constitutes acceptance of the updated terms.

12. Entire Agreement

This Agreement, along with the incorporated Privacy Policy and other referenced documents, constitutes the entire understanding of the parties. No oral or external agreements modify these terms.

13. User Acknowledgements

By clicking "I AGREE," you acknowledge that:
• You have read, understood, and accepted the terms of this Agreement.
• You are at least 18 years old and legally capable of entering into a binding contract.
• Your consent creates a legally enforceable agreement under Washington law.

Zen Car Buying, LLC
2525 E. 29th Ave., Suite 10B-262
Spokane, WA 99223
Email: [email protected]