Terms & Conditions

1. Introduction
These Terms of Use and all policies, additional terms posted on and in our sites, applications, tools, and services (collectively “Services”) set out the terms on which Caramel, Inc., and its affiliates, (referred to in these Terms of Use as “Caramel,” “us,” or “we”) offer you access to and use of the Services. All policies and all additional terms posted on our sites, applications, tools, and services are incorporated into these Terms of Use. You agree to these Terms of Use, including all additional terms posted, when accessing or using the Services.

By proceeding, you agree that you have also read and understand the description of the Services set out on the Caramel Overview webpage, and as applicable to your situation, the eBay Secure Checkout frequently asked questions (FAQs) webpage. Still, if you have any questions about who Caramel is, the services it provides, and how it fits into your vehicle purchase or sale, please contact us at support@drivecaramel.com or calling support at (800) 976-8305.

The Services may link to third-party service providers who provide certain products that are included in our Services. Such third parties operate separate website(s), mobile application(s), and other digital services, which are governed by their separate terms and policies. Except as expressly addressed in these Terms of Use or in other disclosures presented to you, these Terms of Use do not control such third-party websites, applications, or services. Your failure to abide by third-party terms and policies may result in delays in your access and use of the Services, or other actions taken by such third parties. You agree that we have no responsibility or liability for such delays or other third-party actions under their terms and policies.

If you enter into an additional services agreement or sale and/or purchase agreement with Caramel (collectively, “Agreements”), then those Agreements will control if there is any conflict or inconsistency between those Agreements and these Terms of Use, except when it comes to the rules and dispute-resolution process that apply to potential claims or disputes that may arise between you and us. In the event of a claim or dispute, Section 3 (Information Accuracy and “As-Is” Condition), Section 12 (Disclaimer of Warranties; Limitation of Liability), and Section 16 (Legal Disputes) of these Terms of Use will control if there is any conflict or inconsistency with the other Agreements.

PLEASE READ THESE TERMS OF USE CAREFULLY AS THEY CONTAIN PROVISIONS THAT GOVERN HOW CLAIMS YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED (SEE SECTION 12 (DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY) AND SECTION 16 (LEGAL DISPUTES) BELOW).

THESE TERMS OF USE ALSO CONTAIN AN AGREEMENT TO ARBITRATE WHICH WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST US OR RELATED THIRD PARTIES TO BINDING AND FINAL ARBITRATION, UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE IN ACCORDANCE WITH SECTION 16 (LEGAL DISPUTES, SECTION 16.a (“AGREEMENT TO ARBITRATE”)). IF YOU DO NOT OPT OUT: (1) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL; (2) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST US OR A RELATED THIRD PARTY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (3) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS.

2. Using Our Services
In connection with using or accessing our Services, you agree to comply with these Terms of Use, our policies, our terms, and all applicable laws, rules, and regulations, and you will not:
- breach or circumvent any laws, regulations, third-party rights or our systems, Services, or policies;
- use our Services if you are not able to form legally binding contracts (including, for example, if you are under 18 years old) or are temporarily or indefinitely suspended from using our Services, or are a person with whom transactions are prohibited under economic or trade sanctions;
- use our Services if you are located outside the United States (including unincorporated territories, Puerto Rico, and Guam);
- fail to complete delivery, clear ownership, and/or complete any other documentation associated with the sale or purchase of any vehicle;
- transfer your account or user ID to another party without our consent;
- share your log-in credentials with any third parties;
- distribute viruses or any other technologies that may harm Caramel or the interests or property of other users of Caramel’s Services;
- use any robot, spider, scraper, data mining tools, data gathering and extracting tools, or other automated means to access our Services for any purpose, except with the express written permission of Caramel;
- interfere with the functioning of our Services, such as by imposing an unreasonably or disproportionately large load on our infrastructure;
- export or re-export any Caramel application or tool, except in compliance with the export control laws, and rules and policies of any relevant jurisdictions;
- infringe the copyright, trademark, patent, publicity, moral, database, and/or other intellectual property rights (collectively, “Intellectual Property Rights”) that belong to or are licensed to Caramel;
- infringe any Intellectual Property Rights that belong to third parties affected by your use of our Services;
- commercialize any Caramel application, information, data, or software associated with such application, except with the prior express written permission of Caramel; or
- harvest or otherwise collect or use information about users (including personal data as defined by applicable privacy laws) without their consent.

If we believe you are violating these Terms of Use or any of our policies, or abusing Caramel and/or our Services in any way, we may, in our sole discretion and without limiting other remedies, limit, suspend, or terminate your user account(s) and access to our Services, and take technical and/or legal steps to prevent you from using our Services.

We reserve the right to refuse, modify or terminate all or part of our Services to anyone for any reason at our discretion.

3. Information Accuracy and “As-Is” Condition
Caramel designed its Services to facilitate the purchase or sale of motor vehicles and the purchase of related products requested, including by providing you with accurate and up-to-date information about our Services offerings. At the same time, however, Caramel is not—and cannot be—responsible for the truthfulness of any information published or otherwise communicated either publicly or directly to you about the motor vehicle being offered for sale, its market value, its features, its condition, its mileage, its fitness for a particular purpose, or any other third-party representation made between parties to a transaction.

Despite our best efforts, it is inevitable that some inaccuracies may occasionally be present, including, without limitation, incorrect information or statements relating to prices for or features/accessories on particular vehicles, the availability of credit, the terms of any such credit, and any features that may estimate credit terms. Additionally, the color and general appearance of vehicles in photographs may appear differently in person depending on your device settings. Caramel further provides vehicle condition reports through a third-party vendor and prepared by the seller who is in possession of the vehicle. You understand and agree that Caramel is not—and cannot be—responsible for any errors, discrepancies, or mistakes in reports or information from those unaffiliated third parties.

You acknowledge that Caramel does not take possession of a vehicle subject to a transaction and further does not perform an independent physical or mechanical inspection, therefore, Caramel does not guarantee the accuracy of third-party condition or history information. You understand and agree that Caramel does not participate in the decision between buyer and seller to sell and purchase a vehicle and that Caramel’s involvement in a transaction is to facilitate the transaction by managing the collection of funds and transfer of title as a service provider for both seller and buyer in a commercially reasonable manner. You acknowledge that your reliance on the vehicle listings on independent websites (e.g., eBay, Auto Trader, Bring-a-Trailer, Dealer websites), or information communicated between a buyer and seller, or descriptions from independently contracted service providers not affiliated with Caramel in arriving at your decision and agreement to buy or sell a vehicle, are at your own risk. Further, Caramel reserves the right to change product or credit offer terms, without notice.

Any discrepancies or mistakes made regarding vehicle availability, quality, safety, condition, pricing, financing, insurance and the like are not the fault or responsibility of Caramel. Neither the accuracy of vehicle information provided on independent websites, nor the availability, quality, or safety of vehicles, or any financing of or insurance relevant to vehicles, is controlled or guaranteed by Caramel. Caramel hereby advises you, and you understand and acknowledge, that you should conduct your own diligence and seek professional expert assistance and advice as appropriate.

Unless required by applicable law, your agreement to engage Caramel to facilitate a vehicle purchase or sale—including acting as an agent of the payee or as a motor vehicle dealer and processing the transfer of title and registration (collectively, the “Caramel Services”)—is non-cancellable once the sale is consummated by delivery of the vehicle to the buyer. After delivery, you may not cancel the Caramel Services because (i) you determine the vehicle was not accurately represented by the seller, (ii) the price you agreed to pay (if you are the buyer) or accept (if you are the seller) is later believed to be inconsistent with the vehicle’s market value, or (iii) you are otherwise dissatisfied with the transaction, except where cancellation or other remedies are required by law. Disputes about the vehicle itself are between the buyer and the seller who advertised the vehicle for sale.

For the avoidance of doubt, in addition to, and without limiting the generality of the disclaimers of warranties in Section 12 (“Disclaimer of Warranties; Limitation of Liability”), you agree that (a) Caramel does not warrant against defects in any vehicle, and does not make any warranty of any kind, either express or implied, including representations, promises, or statements as to the vehicle’s value, condition, safety, capability, fitness, or merchantability, (b) no information obtained on a third-party website will create any warranty express or implied, (c) you have not and will not rely upon any representation from Caramel as to the vehicle’s value, condition, safety, capability, fitness, or merchantability, and (d) as it relates to transactions where Caramel provides transaction management services as an agent of the payee only, Caramel makes no warranty concerning any vehicle’s title. Caramel disclaims all vehicle-related representations, guarantees, and warranties to fullest extent permissible by law.

4. Additional Terms for Pre-Qualified Auto Financing With Participating Lenders
Caramel is not a lender and does not make credit decisions. As part of the Services and only with your express authorization, we utilize third-party vendor services to help you explore potential financing options for your vehicle purchase. This includes facilitating access to prequalification tools offered by participating lenders. Prequalification is based solely on the information you provide and is determined independently by the participating lender(s). Caramel does not influence or participate in the lender’s decision-making process. You understand prequalification is an estimate based upon preliminary information, is subject to change based on additional information, and is not a guarantee of final pricing. You acknowledge and agree that the pre-qualification stage of the Services is not a credit application and does not affect your credit score. Caramel does not guarantee that you will receive a pre-qualification offer or financing from any lender. If you choose to proceed with a vehicle purchase, we will verify your information, and with your consent, you will be presented a credit application from one or more third-party lenders. Submitting this application authorizes a full credit inquiry, which may impact your credit score. If you apply for credit, you will receive all required notices under the Fair Credit Reporting Act (FCRA) and the Equal Credit Opportunity Act (ECOA) directly from the lender. You understand that as a legal requirement, Caramel is required to securely maintain a copy of your pre-qualification and financing information and any other information provided by you in the processing of your financing request for any legally required retention period, regardless of whether you are approved for financing or not, or you complete a vehicle purchase with us or not.

CARAMEL DOES NOT MAKE ANY REPRESENTATION OR WARRANTY THAT YOU WILL RECEIVE PRE-QUALIFICATION OFFERS FROM POTENTIAL PARTICIPATING LENDERS OR OBTAIN FINANCING IN CONNECTION WITH A VEHICLE. IN THE EVENT THAT ANY CLAIMS OR DISPUTES ARISE OUT OF AN ACTUAL OR POTENTIAL TRANSACTION INVOLVING THE PRE-QUALIFICATION SERVICE, YOU AGREE THAT YOUR SOLE RECOURSE IS WITH THE PARTICIPATING LENDER AND NOT TO CARAMEL.

5. Policy Enforcement
When a buyer or seller issue arises, we may consider the user’s performance history and the specific circumstances in applying our policies. We may choose to be more lenient with policy enforcement to do the right thing for both buyers and sellers. The foregoing does not limit or impair our right to refuse, modify, or terminate all or part of our Services to anyone, or terminate these Terms of Use with anyone, for any reason at our discretion, nor shall the foregoing be construed as a waiver of our right to strictly construe these Terms of Use.

6. Content
When you provide content using our Services (directly or indirectly) or through any marketplace partnered with Caramel, or any Caramel-managed social media channels (e.g., Facebook, Instagram, etc.), you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, and sublicensable (through multiple tiers) right to exercise any and all Intellectual Property Rights you have in that content in connection with our provision, expansion, and promotion of our Services, including development of new offerings as part of our Services, in any media known now or developed in the future, and our hosting, storing, reproducing, and displaying content. To the fullest extent permitted by applicable law, you waive your right to enforce your Intellectual Property Rights, including any moral rights in that content against Caramel, our parent companies and affiliates, our assignees, our sublicensees, and their assignees in connection with our provision, expansion, and promotion of our Services.

You represent and warrant that, for all such content you provide, you own or otherwise control all necessary rights to do so and meet your obligations under these Terms of Service. You represent and warrant that such content is accurate, appropriate, and legal. You represent and warrant that use of any such content (including derivative works) by us, our users or others in contract with us, and in compliance with these Terms of Service, does not and will not infringe any Intellectual Property Rights of any third party. Caramel takes no responsibility and assumes no liability for any content provided by you or any third party.

The names “Caramel, Inc.” and “Caramel Dealer Services, LLC” and “Caramel Insurance Services, LLC, and other Caramel marks, logos, designs, phrases that we use in connection with our Services are trademarks, service marks, or trade dress of Caramel in the U.S. They may not be used without express written prior permission of Caramel.

7. Notice for Claims of Intellectual Property Violations and Copyright Infringement Pursuant to Section 512(c) of Title 17 of the United States Code

You can report alleged copyright infringements via a Digital Millenium Copyright Act (DMCA) notification sent to the Caramel designated agent (contact information below) by providing ALL of the following information:
- A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright that is allegedly infringed.
- Identification or description of the copyrighted work that you claim has been infringed.
- Identification or description of whether the material that you claim is infringing is located on the Caramel site, with enough detail that we may find it on the Caramel site.
- Your address, telephone number, and email address.
- A statement by you that you have a good-faith belief that the use of the allegedly infringing material isn’t authorized by the copyright owner, its agent, or the law.
- A statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Pursuant to the DMCA, in appropriate circumstances, Caramel may suspend and/or terminate the accounts of repeat copyright infringers.

Contact the designated Caramel agent by mail at: Caramel, Inc., 16350 Ventura Blvd, Suite D513, Encino, California, 91436, Attention: Copyright Notice Agent; or by email at legal@drivecaramel.com, Attention: Copyright Notice Agent or by fax at (888) 375-3968, Attention: Copyright Notice Agent.

8. Authorization to Contact You; Recording Calls; Analyzing Message Content & Monitoring
Caramel may contact you using email, autodialed or prerecorded calls and text messages, at any email address, or telephone number that you have provided us, to: (i) notify you regarding your account; (ii) troubleshoot problems with your account; (iii) resolve a dispute; (iv) collect a debt; (v) poll your opinions through surveys or questionnaires; or (vi) as otherwise necessary to service your account or enforce this User Agreement, our policies, applicable law, or any other agreement we may have with you. Caramel may also contact you using email, autodialed or prerecorded calls and text messages for marketing purposes (e.g., offers and promotions), if you consent to such communications. By providing your email address, phone number and opting in, you provide prior express written consent to receive emails, autodialed or prerecorded marketing calls and text messages from Caramel at the email address(s), and phone number provided. Consent is not required as a condition of purchasing any goods or services. Our collection, use, disclosure, retention, and protection of your personal information is governed by our [Privacy Policy](https://www.drivecaramel.com/legal/privacy-policy). As described in our [Privacy Policy](https://www.drivecaramel.com/legal/privacy-policy), Caramel may collect other email addresses, or telephone numbers for you and may send emails or place manual non-marketing calls to any of those numbers and autodialed non-marketing calls to any landline. Standard telephone minutes and text charges may apply and may include overage fees if you have exceeded your plan limits. You may change your marketing communications preference for emails, calls, or SMS texts at any time, by contacting support@drivecaramel.com. You may also opt out of a specific email by following the unsubscribe instructions included in the email, and text marketing campaign by replying "STOP" to such marketing text message.

Caramel may share your email address(s) and telephone number with its affiliates and its authorized service providers as stated in our Privacy Policy. These service providers may contact you using email, autodialed or prerecorded calls and text messages, only as authorized by Caramel to carry out the purposes identified above.

Caramel may, without further notice or warning in its discretion, monitor or record telephone conversations you or anyone acting on your behalf has with Caramel or its service provider, affiliates, agents, and assigns for quality control and training purposes, or for its own protection.

Caramel’s automated systems scan and analyze the contents of messages sent to it or through any of its messaging platforms (including, but not limited to, chat and email channels). Caramel may store message contents, including conducting this scanning and analysis.

Privacy of Others. If Caramel provides you with information about another user, you agree you will use the information only for the purposes it is provided to you. You may not disclose or distribute a user’s information to a third party unrelated to the Services for any reason without Caramel’s prior written consent.

9. Mobile Application Terms of Use
If you are accessing Caramel from a mobile device using the Caramel Mobile Application (the “Application”), Caramel grants you the right to use the Application only for your personal use. You must comply with all applicable laws and third-party agreements (e.g., your wireless data service agreement) when using the Application, which may not have the same functionality available on the Caramel websites (the Website).

Intellectual Property. Caramel owns, or is the licensee of, all right, title, and interest in and to its Applications, including all rights under patent, copyright, trade secret, trademark, or unfair competition law, and any and all other proprietary rights, including all applications, renewals, extensions and restorations thereof. You will not modify, adapt, translate, prepare derivative works from, decompile, reverse-engineer, disassemble, or otherwise attempt to derive source code from any Application and you will not remove, obscure, or alter Caramel’s copyright notice, trademarks or other proprietary notices affixed to, contained within, or accessed in conjunction with or by a Caramel Application.

Prohibited Countries Policy and Foreign Trade Regulation. Applications or their underlying technology may not be downloaded to or exported or re-exported: (a) into (or to a resident or national of) any country subject to United States embargo or economic sanctions; (b) to anyone on the U.S. Department of the Treasury’s list of Specially Designated Nationals or on the U.S. Department of Commerce’s Denied Party or Entity List; and (c) to any prohibited country, person, end-use, or entity specified by U.S. export laws. When using the Application, you are responsible for complying with trade regulations and both foreign and domestic laws (e.g., you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country, and you are not listed on any U.S. government list of prohibited or restricted parties.

Additional Terms. Additional terms of use that apply to you based on the mobile device the Application is installed on:

iOS – Apple
1. These Terms of Use are an agreement between you and Caramel, and not with Apple. Apple is not responsible for the Application and the content thereof.
2. Caramel grants you the right to use the Application only on an iOS product that you own or control and as permitted by the Usage Rules set forth in the App Store Terms of Service.
3. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application.
4. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party intellectual property infringement claim.
5. Apple is not responsible for addressing any claims by you or any third party relating to the Application or your possession and/or use of the Application, including, but not limited to: (a) product liability claims; (b) any claim that the Application fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation.

10. Electronic Communications
To increase the efficiency and effectiveness of Caramel’s operations that require or request signatures to indicate approvals or acknowledgements, Caramel may accept electronic signatures to replace handwritten original signatures on paper documents. To the fullest extent permitted by law (including, but not limited to, the Electronic Signatures and National Commerce (E-SIGN Act), 15 USC 7001 § et seq.), Caramel accepts electronic signatures as legally binding and equivalent to handwritten signatures to signify agreement and approval. By using the Services, you acknowledge and agree that you have an active e-mail account and are contracting with us electronically, and that we may provide you with any and all notices and disclosures in electronic format (e.g., via email, via text, or via the Application or Website). Any notice, disclosure, agreement, acknowledgement, form, consent, statement, policy, record, document, preference, privacy notice, or other information we provide to you, or that you submit, agree to, or sign at our request (each, a “Communication”) will be provided in electronic form and will be provided either: (1) via the Application on your mobile device, (2) via e-mail or text message, or (3) via Website. You have the option to view, save, or print PDF versions of your purchase contract and supporting documents, and any other account documents from the Application, via desktop computer, tablet, or mobile device. You may download and store such Communications and agree that we may make retention copies of Communications available via the Application or Website in our sole discretion. We may also in our discretion provide you or require you to provide us with certain Communications in paper even if you have chosen electronic means.

Withdrawing Consent. Your consent will remain effective until you give us notice of withdrawal. You may withdraw consent any time by contacting us at support@drivecaramel.com or calling support at (800) 976-8305. Your withdrawal will be effective within ten (10) business days after we receive it. Any transactions or communications initiated before the effective date of your withdrawal will continue to be valid and governed by these Terms of Use. Please note that if you do not consent or withdraw it, you may not be able to complete certain transactions with us.

Paper Copies. You may obtain a copy of any electronic Communication by downloading, saving, or printing. You have the option to receive paper copies of any Communication we have provided by contacting us at (800) 976-8305 or support@drivecaramel.com. Such a request will not be a withdrawal of your consent. We may charge a reasonable fee for paper copies, except where prohibited by applicable law. We recommend that you print or save all electronic Communications for your records.

11. Third-Party Content, Sites, and Services
Unless otherwise stated or clear from context, references on the Services to any names, marks, products, or services of third parties, or links to third-party sites or information, do not constitute an endorsement, sponsorship, or recommendation of the third party or its information, product, or services. Caramel assumes no responsibility for the content of these third-party websites, or any links on those third-party sites, including any third-party social media or mobile application platform with which the Services operate or otherwise interact, and Caramel has no control over the contents found there. For this reason, we do not represent or warrant that the contents of any third-party website are accurate or compliant with state or federal law, or compliant with copyright or other intellectual property laws. Also, Caramel assumes no responsibility for webcasting, or any other form of transmission received from any linked website. You rely on the contents of a third-party website at your own risk, and you assume all responsibilities and consequences resulting from such reliance. Other terms may apply to certain, software files contained within or distributed with the Services that are specifically identified in related documentation (“Third-Party Software”). Such Third-Party Software license terms shall apply to the corresponding Third-Party Software file in lieu of these Terms of Use.

When you use the Services, you may also be using the services of one or more third parties, such as a wireless carrier or a mobile platform provider, (collectively and individually, “Third-Party Services”), and you acknowledge that your use of those Third-Party Services may be subject to the separate policies and terms of use, including fees, of one or more third parties. Third-Party Services may display, include, or make available content, data, information, applications, or materials from third parties (“Third-Party Materials”) or provide links to certain third-party websites. By using the Third-Party Services, you acknowledge and agree that we are not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of the Third-Party Materials or websites. We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any Third-Party Services, Third-Party Materials, or third-party websites, or for any other materials, products, or services of third parties. Third-Party Materials and links to other websites are provided solely as a convenience to you. Location data provided by any Third-Party Services is for basic navigational purposes only, may not be accurate, and should not be relied upon in situations where precise location information is needed. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CARAMEL EXPRESSLY DISCLAIMS ALL LIABILITY FOR ANY DEATH, PERSONAL INJURY, PROPERTY DAMAGE, OR ENVIRONMENTAL DAMAGE RESULTING FROM RELIANCE ON LOCATION DATA PROVIDED BY THIRD-PARTY SERVICES. Use of real-time route guidance is at your sole risk. You agree that any Third-Party Services may contain proprietary content, information and material that is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use the proprietary content, information, or materials in any way whatsoever except for permitted use of the Third-Party Services.

We use Plaid Technologies, Inc. ("Plaid") to authenticate and gather your data from your banks or financial institutions. Plaid enables our Website or Mobile Application to connect with your bank accounts. By using our Services, you authorize us and Plaid to act on your behalf to access and transmit your personal and financial information from your banks or financial institutions. You agree to your personal and financial information being transferred, stored, and processed by Plaid in accordance with Plaid’s privacy policy (as may be updated from time to time) found at https://plaid.com/legal. You acknowledge that Caramel is not responsible for Plaid’s handling of your information.

To enable and enhance secure access to the Website and/or Application, or Services, you agree that we may access detailed information about the mobile devices or computers you use to access the Website and/or Application, or Services and provide such data to third-party service providers, and you consent to use of Third-Party Software as needed for the foregoing and to fulfill transactions as requested by you. This could include telephone numbers, cookies, flash tokens, or other unique internal and network identifiers for your mobile devices or computers. We also use cookies and other technology for information security and other legitimate business purposes. You further authorize your wireless operator (AT&T, Sprint, T-Mobile, US Cellular, Verizon, or any other branded wireless operator) or other third parties to use your mobile number, name, address, email, network status, customer type, customer role, billing type, mobile device identifiers (IMSI and IMEI) and other subscriber status details, if available, to allow verification of your identity and to compare information you have provided to us with your wireless operator account profile information for the duration of the business relationship.

12. Disclaimer of Warranties; Limitation of Liability
We try to keep our Services safe, secure, and functioning properly, but we cannot guarantee uninterrupted or error-free operation of or access to our Services.

YOU ACKNOWLEDGE AND AGREE THAT YOU ARE USING OUR SERVICES AT YOUR OWN RISK, AND OUR SERVICES ARE BEING PROVIDED TO YOU ON AN ”AS-IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CARAMEL EXCLUDES ALL WARRANTIES, EXPRESS OR IMPLIED WARRANTIES, TERMS AND CONDITIONS INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

IN ADDITION TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CARAMEL (INCLUDING OUR PARENT, SUBSIDIARIES, AND AFFILIATES, AND OUR AND THEIR OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES) BE LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY CLAIM AT LAW OR IN EQUITY FOR ANY CONSEQUENTIAL DAMAGES OR LOSSES (INCLUDING, BUT NOT LIMITED TO, LOSS OF MONEY, GOODWILL OR REPUTATION, PROFITS, OTHER INTANGIBLE LOSSES, OR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES), AND ANY AND ALL SUCH DAMAGES OR LOSSES ARE EXPRESSLY EXCLUDED BY THESE TERMS OF USE WHETHER OR NOT THEY WERE FORESEEABLE OR CARAMEL WAS ADVISED OF SUCH DAMAGES OR LOSSES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE (INCLUDING OUR PARENT, SUBSIDIARIES, AND AFFILIATES, AND OUR AND THEIR OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES) ARE NOT LIABLE, AND YOU AGREE TO NOT HOLD US RESPONSIBLE, FOR ANY DAMAGES OR LOSSES (INCLUDED BUT NOT LIMITED TO, LOSS OF MONEY, GOODWILL OR REPUTATION, PROFITS, OTHER INTANGIBLE LOSSES, OR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES) RESULTING DIRECTLY OR INDIRECTLY FROM:
- The Content you provide (directly or indirectly) using our Services;
- Your use or inability to use our Services, including vehicle purchase and sale transactions;
- Delays or disruptions in our Services, including as may impact your attempts or efforts at vehicle purchase and sale transactions;
- Viruses or other malicious software obtained by access or linking to our Services;
- Glitches, bugs, errors, or inaccuracies of any kind in our Services;
- Damage to your hardware device from the use of any of our Services;
- The content, actions, or inactions of third parties;
- Any action taken with respect to your account or breach of the Using Caramel section above; or
- Your need to modify practices, content, or behavior, or your loss of or inability to do business, as a result of changes to these Terms of Use or Caramel policies

Some jurisdictions do not allow exclusion of certain warranties or the limitation of certain damages. In such cases, the above disclaimers, limitations, and exclusions may not apply to you.

If Caramel is found liable for any claim arising out of related to your use of the Services, our total liability to you or any third party shall not exceed the greater of (a) the aggregate total fees you paid to Caramel for the Services in the one (1) month period preceding the event giving rise to the claim, or (b) one-hundred dollars ($100).

13. Release
If you have a dispute with one or more users, you release us (and our parent, affiliates and subsidiaries, and our and their respective officers, directors, employees, and agents) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release, to the extent permitted by applicable law, you expressly waive any protections (whether statutory or otherwise, including but not limited to Section 1542 of the California Civil Code or similar provisions) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

14. Indemnity
You will indemnify us and hold us (including our parent, affiliates and subsidiaries, and our and their respective officers, directors, employees, and agents) harmless from any claim or demand, including reasonable legal fees, made by any third party to or arising out of your breach of these Terms of Use, your improper use of our Services or your breach of any law or the rights of a third party.

15. Choice of Law; Site of the Transaction
Notwithstanding anything to the contrary in Section 16.c, these Terms of Use shall be construed, governed, interpreted and applied in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

YOU ALSO UNDERSTAND AND AGREE THAT ANY SALES TRANSACTIONS ARE ENTERED INTO WITH CARAMEL AT THE LICENSED DEALERSHIP LOCATION SPECIFIED IN YOUR SALES AGREEMENT. YOU ALSO AGREE TO ACCEPT TITLE AND OWNERSHIP OF THE VEHICLE FROM CARAMEL IN THE STATE OF THE LICENSED DEALERSHIP LOCATION SHOWN AT THE TOP OF YOUR BUYER’S ORDER, AND IF FINANCED, THE RETAIL INSTALLMENT SALES CONTRACT EXECUTED BY YOU AND CARAMEL.

YOU ALSO UNDERSTAND, ACKNOWLEDGE, AND AGREE THAT IF ANY VEHICLE PURCHASE IS FINANCED, THE PURCHASE OF THE VEHICLE ON CREDIT TAKES PLACE AT THE LICENSED DEALERSHIP LOCATION IN THE CITY AND STATE SHOWN AT THE TOP OF YOUR BUYER’S ORDER, AND IF FINANCED, THE RETAIL INSTALLMENT SALES CONTRACT EXECUTED BY YOU AND CARAMEL.
16. Legal Disputes
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND CARAMEL HAVE AGAINST EACH OTHER ARE RESOLVED.

In this Legal Disputes section, the term “related third parties” includes your and Caramel’s respective affiliates, subsidiaries, parent companies, predecessors, successors, assigns, as well as your, Caramel’s, and these entities’ respective employees and agents.

To expedite resolution of disputes and control related costs, you and Caramel each agree that any and all past, present, or future Claims (as defined below) or disputes at law or equity that have arisen, or may arise, between you and Caramel (or any related third parties) that related in any way to or arise out of this or previous versions of these Terms of Use, your use of or access to the Services, the actions of Caramel or its agents, will be resolved in accordance with the provisions set forth in this Legal Disputes section.

a. Agreement to Arbitrate
You and Caramel each agree that any and all past, present, or future disputes or Claims between you and Caramel (or any related third parties) that arise out of or related in any way to this or previous versions of the Terms of Use, your use of or access to our Services, the actions of Caramel or its agents, including the scope or applicability of this Agreement to Arbitrate (each, a “Dispute”) shall be resolved exclusively through final and binding arbitration, rather than court. The exceptions to this Agreement to Arbitrate are (1) you or Caramel may seek relief in small claims court if such claims qualify and remain in small claims court; and (2) you or Caramel may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Agreement to Arbitrate, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of these Terms of Use as well as claims that may arise after the termination of these Terms of Use, unless those disputes were noticed prior to these Terms of Use.

i. Informal Dispute Resolution
If a Dispute arises between you and Caramel, Caramel is committed to working with you to reach a prompt, low-cost, and mutually reasonable resolution. You and Caramel agree to participate in good faith informal efforts to resolve Disputes before contacting a regulator, starting an arbitration or initiating an action in small claims court (“Informal Dispute Resolution__”). To initiate Informal Dispute Resolution, a party must give notice to the other party in writing in a valid Notice of Dispute (“__Notice”). The Notice must contain, at a minimum, the following: 1) your contact information (name, address, email address and telephone number; 2) the Vehicle Identification (VIN) number of the vehicle at issue; 3) a description of the vehicle at issue (make, model, year); 4) a brief description of the nature of the dispute and any supporting documents; 5) a brief description of the relief you would like from Caramel; and 6) your personal signature. The Notice must be sent by certified mail to Caramel, Inc., 16350 Ventura Blvd, Suite D513, Encino, California, 91436, Attention: Informal Dispute Resolution.

The Informal Dispute Resolution process lasts forty-five (45) days and is a mandatory precondition to commencing arbitration. The statute of limitations and any filing deadlines shall be tolled while the parties engage in Informal Dispute Resolution.

ii. Waiver of Jury Trial
YOU AND CARAMEL HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY.__ You and Caramel are instead electing that all Disputes shall be resolved by binding arbitration under this Agreement to Arbitration, except as specified in Section 16.a (“__Agreement to Arbitrate”). In the event that you opt out of this arbitration agreement or a court allows any litigation of a dispute to go forward notwithstanding this arbitration agreement (which demonstrates the parties’ intent to arbitrate all Claims), you and Caramel agree to waive rights to a trial by jury with respect to that litigation, and the judge will be the finder of fact.

iii. Waiver of Class and Representative Actions and Non-Individualized Relief
EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED OR ARBITRATED ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE.__ Subject to this Agreement to Arbitrate, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Section 16.a.vii (“__Batch Arbitration”).

Notwithstanding anything to the contrary in this Agreement to Arbitrate, if a final decision, not subject to any further appeal or recourse, determines that the limitations of this Section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Caramel agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be brought in court (pursuant to Section 16.b (“Judicial Forum for Legal Disputes__”), below), subject to your and Caramel’s right to appeal the court’s decision. All other Disputes, aside from those explicitly exempted in Section 16.a (“__Agreement to Arbitrate”) (above), shall be arbitrated. This Section does not prevent you or Caramel from participating in a class-wide settlement of claims.

iv. Arbitration Procedures
Arbitration is more informal than a lawsuit or court. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individualized basis that a court can award to an individual. An arbitrator will apply these Terms of Use as a court would. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes regarding the interpretation or application of the Agreement to Arbitrate, including the enforceability, revocability, scope or validity of the Agreement to Arbitrate or any portion of the Agreement to Arbitrate, except that all Disputes regarding Section 16.a.iii (“Waiver of Class and Representative Actions and Non-Individualized Relief”) including any claim that all or part of that Section is unenforceable, illegal, void or voidable, or that such Section was breached, shall be decided by a court of competent jurisdiction and not by an arbitrator.

The award of the arbitrator is final and binding upon you and us. Unsatisfied judgments on the arbitration award may be entered in any court having jurisdiction. Because these Terms evidence a transaction involving interstate commerce, the Federal Arbitration Act (“FAA”), 9 U.S.C. § 1 et seq., governs the interpretation and enforcement of this Agreement to Arbitrate and the conduct of any arbitration, notwithstanding any contrary provision regarding applicable law in these Terms, except to the extent that Delaware law provides greater enforceability of arbitration agreements. This includes any procedures applicable to Batch Arbitration (as defined in these Terms or the applicable arbitration rules).

If Informal Dispute Resolution does not resolve satisfactorily within forty-five (45) days after receipt of a Notice, you and Caramel agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by National Arbitration & Mediation ("NAM__") in accordance with the NAM Comprehensive Dispute Resolution Rules and Procedure (the "__NAM Comprehensive Rules__") in effect at the time of arbitration, except as supplemented, where applicable, by the NAM Supplemental Rules for Mass Arbitration Filings (the "__NAM Mass Filing Rules__"; together with the NAM Comprehensive Rules, the "__NAM Rules__"), and as modified by this Agreement to Arbitrate. The NAM Rules are currently available at [https://www.namadr.com/resources/rules-fees-forms/](https://www.namadr.com/resources/rules-fees-forms/). To initiate an arbitration, please consult the NAM Rules or contact commercial@namadr.com. If NAM is unavailable to administer the arbitration, another administrator will be selected by the parties or, if the parties cannot reach agreement, the court (pursuant to Section 16.b (“__Judicial Forum for Legal Disputes”) below) shall select the administrator.

A party initiating arbitration must provide the other party with a demand for arbitration (the "Demand"). A Demand to Caramel should be sent by mail to Caramel, Inc., 16350 Ventura Blvd, Suite D513, Encino, California, 91436, Attention: Arbitration Demand. If Caramel initiates an arbitration against you, it will send a Demand to the physical address we have on file associated with your Caramel account and to the email address associated with your account; it is your responsibility to keep your physical address and email address up to date. A Demand form is available on NAM's site at https://www.namadr.com/content/uploads/2024/09/Revised-Comprehensive-Demand-for-Arb-9.17.24.pdf. The Demand must include: (1) the telephone number, mailing address, e‐mail address, and name of the party seeking arbitration; (2) a statement of the legal claims being asserted and the factual bases for those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) a statement certifying that the requesting party will pay any necessary filing fees in connection with such arbitration. If the party requesting arbitration is represented by counsel, the Demand shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Demand.

If you are a U.S. resident, and unless you and Caramel otherwise agree, the arbitration, including any in-person arbitration hearing, will be conducted in the county where you reside or, in the case of Batch Arbitration, as determined by the arbitrator. Subject to the NAM Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. You and Caramel agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and shall be subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential. You and Caramel agree that at least fourteen (14) days before the date set for an arbitration hearing, any party may serve an offer in writing upon the other party to allow judgment on specified terms. If the offer made by one party is not accepted by the other party, and the other party fails to obtain a more favorable award, the other party shall not recover any post-offer costs to which they otherwise would be entitled and shall pay the offering party’s costs from the time of the offer.

The parties agree that the arbitrator will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. The parties agree that the arbitrator shall not be bound by rulings in prior arbitrations involving different users but shall be bound by rulings in prior arbitrations involving the same Caramel user to the extent required by applicable law. The arbitrator's award shall be final and binding, and an unsatisfied judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

v. Arbitrator
The arbitrator will be either a retired judge or an attorney and will be selected by the parties from the NAM’s roster of consumer dispute arbitrators, provided that if the Batch Arbitration process is triggered, NAM will appoint the arbitrator for each batch without soliciting input or feedback from any party. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Demand, then NAM will appoint the arbitrator in accordance with the NAM Rules.

vi. Fees and Costs
Payment of all filing, administration, and arbitrator fees will be governed by the applicable NAM fee schedules (the "Fee Schedules__"), but may be reapportioned between the parties in accordance with this Agreement to Arbitrate, as follows: if you complied with the Informal Dispute Resolution requirements in Section 16.a.i (“__Informal Dispute Resolution”) of this Agreement to Arbitrate in good faith and the value of the relief sought in the Dispute is $10,000 or less, at your request Caramel will pay all filing, administration, and arbitrator fees associated with the arbitration, provided that if the arbitrator determines that the claim was not brought in good faith or the damages claimed were artificially limited to qualify for this fee provision, Caramel may seek reimbursement of such fees as part of any cost award. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Demand was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). To the extent, following a presentation on the merits, on its own motion or a party’s, and after affording a reasonable opportunity to respond, an arbitrator determines that a party who commenced arbitration did not bring its claim(s) consistent with counsel’s Certification and the standards set forth in Federal Rule of Civil Procedure 11(b), the arbitrator may, as part of its award, impose sanctions by ordering that the initiating party reimburse the responding party for all arbitration costs and arbitrators’ fees the responding party incurred under the Fee Schedule.

vii. Batch Arbitration
To increase the efficiency of administration and resolution of arbitrations, you and Caramel agree that in the event that there are twenty-five (25) or more individual Demands of a substantially similar nature filed against Caramel by or with the assistance of the same law firm, group of law firms, or organizations ("Claimant’s Counsel"), within a reasonably proximate period of time, for example, a ninety (90) day period, NAM shall (1) administer the arbitration demands in batches of 100 Demands per batch (or, if between 25 and 99 individual Demands are filed, a single batch of all those Demands, and, to the extent there are less than 100 Demands remaining after the batching described above, a final batch consisting of the remaining Demands); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch on a consolidated basis with one set of filing and administrative fees due per batch, one procedural calendar, one hearing (if any) in a place to be selected by Claimant’s Counsel or, if Claimant’s Counsel does not have a preference, by the arbitrator, and one final award, which will provide for any and all relief to which the arbitrator determines each individual party is entitled ("Batch Arbitration"). NAM shall administer all batches concurrently, to the extent possible.

All parties agree that Demands are of a "substantially similar nature" if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issue(s) and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise NAM, and NAM shall appoint a sole standing Procedural Arbitrator or, should the circumstances so require, an Emergency Arbitrator, according to the NAM Rules, to determine the applicability of the Batch Arbitration process (the Procedural Arbitrator or Emergency Arbitrator, the "Administrative Arbitrator"). To expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Caramel.

You and Caramel agree to cooperate in good faith with NAM to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Demands, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings. This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or representative arbitration or action of any kind, except as expressly set forth in this provision, and nothing about the Batch Arbitration process will preclude any party from participating in any arbitration administered according to that process.

viii. Severability
Except as provided in Section 16.a.iii ("Waiver of Class or Other Non-Individualized Relief__"), if any part or parts of this Agreement to Arbitrate (other than Section 16.a.vii ("__Batch Arbitration__")) are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement to Arbitrate shall continue in full force and effect. However, if Section 16.a.vii ("__Batch Arbitration__") of this Agreement to Arbitrate is found under the law to be invalid or unenforceable then, in that case, the entire Agreement to Arbitrate shall be void, and the parties agree that all Disputes will be heard in the state or federal courts located in the county and state as required in Section 16.b (“__Judicial Forum for Legal Disputes”). You further agree that any Dispute that you have with Caramel as detailed in this Agreement to Arbitrate must be initiated within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.

ix. Opt-Out Procedure
YOU CAN CHOOSE TO OPT OUT OF THIS AGREEMENT TO ARBITRATE ("OPT OUT") BY MAILING US A WRITTEN OPT-OUT NOTICE ("OPT-OUT NOTICE"). THE OPT-OUT NOTICE MUST BE POSTMARKED NO LATER THAN THE EFFECTIVE DATE OF THE AMENDMENT OR THIRTY (30) DAYS FROM THE DATE YOU FIRST ACCEPT THESE TERMS OF SERVICE. YOU MUST MAIL THE OPT-OUT NOTICE TO CARAMEL INC., 16350 Ventura Blvd, Suite D513, Encino, California, 91436, Attention: Legal Department – Opt-out Notice. You must provide us with the following information: name, address, email address, telephone number, and any user IDs associated with your Caramel account. You must sign the Opt-Out Notice for it to be effective. Any Opt-Out Notice will be effective only if you send it yourself, on an individual basis, and opt-out notices from any third-party purporting to act on your behalf will have no effect on your or Caramel’s rights. This procedure is the only way you can opt out of this Agreement to Arbitrate.

Opting out of this Agreement to Arbitrate has no effect on any arbitration agreement(s) you may currently have with us, including any previous version of this Agreement to Arbitrate to which you agreed; all such prior arbitration agreements remain in effect unless superseded by this Agreement to Arbitrate, and you cannot use this procedure to opt out of any previous version of this Agreement to Arbitrate. Neither you nor Caramel waives any right to arbitration that may apply to any current or pending lawsuit, arbitration, or legal proceeding commenced prior to the effective date of this Agreement to Arbitrate. If you opt out of this Agreement to Arbitrate, all other parts of these Terms of Use and its Legal Disputes Section will continue to apply to you.

x. Future Amendments to the Agreement to Arbitrate
Notwithstanding any provision in these Terms of Use to the contrary, you and we agree that if we make any amendment to this Agreement to Arbitrate (other than an amendment to any notice address or site link provided herein) in the future, that amendment shall not apply to any claim already filed in arbitration (or, where permitted, in court or small claims court) against Caramel prior to the effective date of the amendment. The amendment shall apply to all other disputes or claims governed by the Agreement to Arbitrate that have arisen or may arise between you and Caramel. We will notify you of material amendments to this Agreement to Arbitrate. We will provide you with thirty (30) days' notice by posting the amended terms on www.drivecaramel.com. If you do not agree to these amended terms, you may close your account within the 30-day period and you will not be bound by the amended terms. Your continued use of or access to our Services, including the acceptance of any products or services sold, offered, or purchased through our Services following the posting of changes to this Agreement to Arbitrate constitutes your acceptance of any such changes.

xi. Definitions
Unless otherwise stated in this Agreement to Arbitrate, any definitions used in the Terms of Service will apply herein. For purposes of this Agreement to Arbitrate:

“Caramel” means Caramel and its employees, agents, and other representatives, and its subsidiaries, insurers, parent, and affiliates, and each of their respective employees, agents, and other representatives.

“You” means you and all other users of the Services.

“Claims” means any and all disputes, claims and/or causes of action arising out of or relating in any way to Your dealings or relationship with Caramel including, but not limited to, Your access to or use of the Services, and/or Your purchase or sale of any vehicle in connection with the use of the Services. The foregoing definition of Claims specifically includes any dispute with Service Providers and Partners that arises out of or relates in any way to Your relationship or interaction with Caramel, and in this regard Service Providers and Partners are third-party beneficiaries of this Agreement to Arbitrate.

“Service Providers” means third-party companies that market, sell, and offer their own product and services to you in connection with the Services and Website offered by Caramel, including but not limited to insurance, financing, warranties, or vehicle-service contracts.

“Partners” means the owner of any third-party website or mobile application through which Caramel provides its Services.

b. Judicial Forum for Legal Disputes
If the Agreement to Arbitrate above is found not to apply to you or to a particular claim, request for relief, or Dispute, either as a result of your decision to opt out of the Agreement to Arbitrate or as a result of a decision by the arbitrator or a court order, you agree that any Claim or Dispute between you and Caramel will be resolved exclusively by a state or federal court located in the state of the licensed Caramel dealership location specified in your Vehicle Purchase Agreement, Buyer’s Order, and/or Retail Installment Contract. If you have not purchased or sold a vehicle, then any non-arbitrable Claim or Dispute between you and Caramel will be resolved exclusively by a state or federal court located in Delaware. You and Caramel agree to submit to the personal jurisdiction of the courts located in the state of the licensed Caramel dealership location specified in your Vehicle Purchase Agreement, Buyer’s Order, and/or Retail Installment Contract (or as applicable, Delaware) for the purpose of litigating any such non-arbitrable Claims or Disputes.

c. Applicable Law for Legal Disputes
Regardless of whether it proceeds in arbitration or a judicial forum, any Claim or Dispute will be governed by the laws of the state of the licensed Caramel dealership location specified in your Vehicle Purchase Agreement, Buyer’s Order, and/or Retail Installment Contract, without giving effect to any principles of conflict of laws. If you have not purchased or sold a vehicle from Caramel, then any Claim or Dispute will be governed by the laws of the state of Delaware, without giving effect to any principles of conflict of laws.

17. Additional Terms
Changes to Terms of Use. Caramel reserves the right, in its sole discretion, to change these Terms of Use at any time. If Caramel changes any term or condition, said modification, revision, and additional information shall be posted here, automatically replace the existing terms and conditions, become effective immediately, and become binding on all users of the site to the extent permitted by applicable law. Your continued use of the Services following Caramel’s posting of revised terms and conditions constitutes your acceptance of the revised Terms of Use to the extent permitted by applicable law.

Limited Availability of Services. Our Services may not be available in all states, territories, counties, cities, or townships.

Communications in Languages Other than English. We may be unable to fulfill Services in a language other than English. Our communications to you may be in English only. If you are not fluent in English, please consider obtaining the services of a qualified interpreter or taking other steps to ensure you understand the transaction before entering into it and to explain any future communications in English.

EVOX Productions Images. The automotive images or video contained on or available through the Services are owned by EVOX Productions LLC (“EVOX”) and are protected under United States and international copyright law. EVOX reserves the right to pursue unauthorized users of its individual copyrighted images contained on the Services. These and other violations of EVOX intellectual property rights may result in your liability for actual damages and loss of income to EVOX and profits you derive from this appropriation, or alternatively, for statutory damages per infringed work, plus all costs and attorneys’ fees. Access to and use of these images or video is restricted by the terms and conditions of a license agreement. Unauthorized use, reproduction, creation of derivative works, transmission, display or distribution of these images or video is strictly prohibited. EVOX reserves the right to pursue all legal and equitable remedies against unauthorized uses.

18. General
Except as otherwise provided in these Terms of Use, if any provision of these Terms of Use is held to be invalid, void or for any reason unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining provisions. In our sole discretion, we may assign these Terms of Service, and in such event, we will post notice on drivecaramel.com.

Headings are for reference purposes only and do not limit the scope or extent of such Section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We reserve the right to take action against breaches of these Terms of Use in our sole discretion, and any failure or delay in taking such action shall not constitute a waiver of our rights.

We may amend these Terms of Use at any time by posting the amended terms on drivecaramel.com. Please check back often. Except for changes to the Agreement to Arbitrate as outlined above in Section 16 (“Agreement to Arbitrate”), changes take effect when we post them on drivecaramel.com. Our right to amend the Terms of Use includes the right to modify, add to, or remove terms in the Terms of Use. Your continued access or use of our Services constitutes your acceptance of the amended terms. We may also ask you to acknowledge your acceptance of these Terms of Use through an electronic click-through. These Terms of Use may not be otherwise amended except through the mutual agreement by you and a Caramel representative who intends to amend these Terms of Use and is duly authorized to agree to such an amendment.

Without limiting Caramel’s ability to refuse, modify, suspend, or terminate all or part of our Services, Caramel may terminate these Terms of Use immediately and without prior notice, at our sole discretion, with or without cause. Any such termination shall be in addition to and not in lieu of any other rights or remedies available to Caramel under these Terms of Use or applicable law.

If you create or use an account on behalf of a business entity, you represent that you are authorized to act on behalf of such business entity and bind the business to these Terms of Use. Such account is owned and controlled by the business entity. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms of Use.

The following Sections survive any termination of these Terms of Service: Content, Additional Terms, Disclaimer of Warranties, Limitation of Liability, Release, Indemnity, Choice of Law; Site of the Transaction, Legal Disputes, and General.

If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Affairs of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone (800) 952-5210.

19. Licensing Information
Caramel holds the following state licenses*:

Arizona: Caramel Dealer Services, LLC dba CDS Auto Sales; License # L10001148; 920 Isabella Ave #102, Mesa, AZ 85204; 801-890-8522

Florida: Caramel Dealer Services, LLC dba CDS Auto Sales; License # VI-1151103; 10221-A Beach Blvd. Jacksonville, FL 32246; 801-890-8522; Motor Vehicle Retail Installment Seller license #MV9917532.

California: Caramel Dealer Services, LLC dba CDS Auto Sales; License #09565; 24076 Creekside Rd., Unit L, Valencia, CA 91355; 801-890-8522

Texas: Caramel Dealer Services, LLC dba CDS Auto Sales; License #P169135; 10221 Desert Sands, Unit 104, San Antonio, TX 78216; 801-890-8522; TX OCCCC Motor Vehicle Sales Finance License # 2300074074-169905.

Washington: Caramel Dealer Services, LLC dba CDS Auto Sales; License #UBI-605035614; 411 108th Avenue NE, 4th Floor, Bellevue WA 98004; 801-890-8522

*You acknowledge, understand, and agree that Caramel does not operate as a licensed dealer in relation to vehicle transactions in which Caramel provides solely agent of the payee services.
Insurance Producer Licenses in the following states:

California: Caramel Insurance Services, LLC; License #6007872; 16350 Ventura Blvd., Unit D513, Encino, CA 91436; 800-976-8305.

Updated February 06, 2026

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