Terms & Conditions
Cars Offline Website Terms and Conditions (“Terms and Conditions”)
Last Updated: October 8, 2024
Welcome, and thank you for your interest in Stephen Mills Designs LLC d/b/a Cars Offline. (“Cars Offline,” “we,” or “us”) and our website at www.carsoffline.com along with our other related websites (collectively, the “Site”). PLEASE READ AND CAREFULLY REVIEW THESE TERMS AND CONDITIONS CAREFULLY BEFORE ACCESSING OR USING THIS SITE. BY ACCESSING OR USING THIS SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREED TO THE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR USE THE SITE.
1. Modification of these Terms and Conditions and Site. We reserve the right to change these Terms and Conditions on a going-forward basis at any time including the terms of your Membership. Modifications are effective upon publication. Your continued access or use of the Site is your acceptance of the updated Terms and Conditions. Cars Offline reserves the right to modify or discontinue the Site at any time (including by limiting or discontinuing certain features of the Site), temporarily or permanently, without notice to you. Cars Offline will not be held responsible for any change to the Site or any suspension or termination of your access to or use of the Site.
2. Use of the Site. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, or publicly perform the Site or any Materials (defined below); (b) make modifications to the Site or any Materials; or (c) interfere with or circumvent any feature of the Site, including any security or access control mechanism. If you are prohibited under applicable law from using the Site, you may not use it. Do not submit any information or other materials (“Information”) that you consider confidential or proprietary through the Site. Cars Offline may use Information submitted on the Site for any reasonable business purposes. If you choose to provide input and suggestions regarding us, our products or services, or problems with or proposed modifications or improvements to the Site (“Feedback”), then you do so on a non-confidential basis (regardless of any designation or indication to the contrary in the submitted information or any accompanying correspondence). Cars Offline shall be free to use any ideas, concepts, know-how or techniques contained in such communication for any purpose whatsoever, including but not limited to, developing, manufacturing and marketing products. Access to the Site from countries or territories or by individuals where such access is illegal is prohibited. All visitors to the Site must be over the age of 18.
3. Membership. Cars Offline is a membership-based community (“Membership”). The Membership comes with enhanced benefits and services. Cars Offline offers three different types of Membership, the price of each Membership may vary and is subject to change upon thirty (30) days notice at Cars Offline’s sole discretion.
a. Individual Buyer Membership allows you to (i) join a trusted community of car enthusiasts and become a registered Cars Offline member; (ii) be the first to know about new vehicle listings through email notifications; (iii) receive exclusive invitations to upcoming Cars Offline events and sponsored gatherings; and (iv) enjoy special discounts on future Cars Offline merchandise.
b. Individual Seller Membership allows you to (i) become part of a respected car enthusiast community as a registered Cars Offline member; (ii) gain access to sell your vehicles as a registered seller on Cars Offline; (iii) receive exclusive invitations to future Cars Offline events and sponsored gatherings; and (iv) access discounts on future Cars Offline merchandise.
c. Dealership Seller Membership allows you to (i) join a distinguished car enthusiast network as a registered Cars Offline Dealership member; (ii) list your inventory with dealership membership on Cars Offline; (iii) receive exclusive invitations to Cars Offline events and any events sponsored by Cars Offline; and (iv) access special discounts on future Cars Offline merchandise.
4. Seller Membership. The following terms in this Section 4 shall apply only to those members with an Individual Seller Membership or Dealer Seller Membership (“Seller(s)”). Cars Offline shall refer potential customers (“Referrals”) to Seller in exchange for a referral fee (“Referral Fee”).
a. Services. Cars Offline shall provide Referrals to Seller, but shall not participate in any sales meetings or negotiations, nor have authority to offer or sell cars on behalf of Seller (the “Services”). Referrals shall be made via means acceptable to the parties, but at a minimum shall include delivery via e-mail. Cars Offline makes no representation or warranty about the creditability or suitability of any Referrals introduced to Seller, and neither Seller, nor any of its directors, officers, or shareholders, should in any way rely on Cars Offline to perform any due diligence with respect to the creditability or suitability of any Referral. Cars Offline is hereby authorized to list, promote, and advertise vehicles for which images have been taken and communications regarding such vehicles have occurred between Cars Offline and Seller. This authorization includes vehicles that are currently under discussion for sale, as well as any future vehicles that may be identified as part of a collaborative effort between Cars Offline and Seller with the aim to maximize sales potential. Cars Offline shall ensure that all listings and promotions are conducted in a professional manner consistent with the reputation and standards of both Cars Offline and Seller.
b. Referral Fee. The Referral Fee due to Cars Offline from Seller is equal to five (5%) percent of the vehicle's selling price, excluding taxes, fees, title, and other associated costs. For example, if a vehicle sells for $100,000, the Referral Fee shall be $5,000. The Referral Fee shall be paid within fourteen (14) days of the sale of any vehicle to a Referral. Seller may pay the Referral Fees due to Cars Offline via check, wire transfer, or cash. If a vehicle from a Referral fails to be sold, then no Referral Fee will be due. However, if a sale is consummated at a later date, during the term of this Agreement, Cars Offline shall be entitled to the Referral Fee for such vehicle sale. If there are any disputes regarding Referral Fees owed, Seller shall notify Cars Offline within thirty (30) days of the underlying sale for which a Referral Fee is due. The parties shall work in good faith to resolve such a dispute. If the Seller fails to notify Cars Offline within the specified thirty (30)-day period, then the Seller shall be obligated to pay the disputed Referral Fee. Cars Offline shall have the ability to modify the Referral Fee by not more than 2% annually upon sixty (60) days notice to Seller.
5. Transactions. If you wish to purchase, services or Membership (collectively, “Products”) described or linked to on the Site (each such purchase, a “Transaction”), Cars Offline will request certain information from you including via email that is applicable to your Transaction, including, without limitation, credit card and other payment and shipping information. You understand that, if any such information is provided to Cars Offline, then Cars Offline shall treat any such information in the manner described in our Privacy Policy. By supplying such information, you grant Cars Offline the right to provide such information to third parties for purposes of facilitating the completion of Transactions initiated by you or on your behalf. You agree to pay all charges incurred by you or any users of your Membership account or credit card (or other applicable payment mechanism) at the price(s) in effect when such charges are incurred, including, without limitation, all shipping and handling charges. You shall also be responsible for paying any applicable taxes relating to your purchases. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY CREDIT CARD(S) OR OTHER PAYMENT MECHANISM USED IN CONNECTION WITH ANY TRANSACTION. Descriptions or images of, or references to, Products on the Site do not imply Cars Offline’s endorsement of such Products. We reserve the right, without prior notification, to change such descriptions or references, to limit the order quantity on any Products and/or to refuse service to you. Verification of information applicable to a purchase may be required prior to Cars Offline’s acceptance of any order. Price and availability of any Products is subject to change without notice. Cars Offline is not responsible for errors in the prices or descriptions of any Products.
6. Payment Method. To make a Transaction you must provide a current, valid, accepted method of payment, and to update such payment methods, as may be required from time to time. You authorize Cars Offline to charge any payment method associated with your account for Transactions. You remain responsible for any uncollected amounts. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not cancel your account, we may suspend access to the Site until we have successfully charged a valid payment method. In accordance with local law, Cars Offline may automatically update your payment information regarding your payment methods if provided such information by the payment networks or your financial institutions. For some payment methods, the issuer may charge you certain fees, including processing fees. Check with your payment method service provider for details. Cars Offline is not responsible for those fees.
7. Cancellation and Refunds. Except as may be required by applicable law, Transactions are non-refundable and there are no refunds or credits for partially used Membership. If, however, you cancel your Membership, you will continue to have access to your Membership until the end of the Membership.
8. Termination of Membership. You may terminate your Membership (but not these Terms and Conditions) at any time after your Membership in accordance with these Terms and Conditions. Cars Offline may at any time, terminate your Membership (and in conjunction therewith, your password and account(s)) if: (1) you have breached any provision of these Terms and Conditions (or have acted in manner which shows that you do not intend to, or are unable to comply with, the provisions of these Terms and Conditions); (2) Cars Offline is required to do so by law (for example, where the provision of the Membership to you is, or becomes, unlawful); (3) Cars Offline is transitioning to no longer providing the Membership to users in the country, state or other jurisdiction in which you reside or from which you use the Membership; or (4) the provision of the Membership to you, is in Cars Offline’s opinion, no longer commercially viable. With respect to subdivision (3) and (4) above, we will, where possible, provide you with at least sixty (60) days’ advance notice of our decision to terminate. From time to time, Cars Offline may suspend or cancel payment, refuse a refund request, or terminate your use of the Membership if we suspect fraudulent, abusive, or unlawful or other manipulative behavior that entitles Cars Offline to a corresponding counterclaim. Any such suspected activity may be referred to appropriate law enforcement authorities. You acknowledge and agree that Cars Offline shall not be liable.
9. Prohibited Conduct. You agree not to use the Site (i) for any illegal purpose or in violation of any local, state, national, or international law; (ii) to violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right (iii) to interfere with security-related features of the Site, (iv) to interfere with the operation of the Site or any user’s enjoyment of the Site, including by interfering with or disrupting any network, equipment, or server connected to or used to provide the Site.
10. Reporting Inappropriate Content. If you encounter any content on the Site that you believe violates these terms, infringes on intellectual property rights, or is otherwise inappropriate, please report it to us immediately using the reporting mechanism provided on the Site or by contacting our support team at admin@carsoffline.com.
11. Consequences of Violations. Any violation of these conduct rules may result in the immediate termination of your account, removal of your content, and/or legal action. We reserve the right to investigate and take appropriate action, including legal action, in our sole discretion, against anyone who violates these rules or any other part of our Terms of Service.
12. User Content Responsibility. You are solely responsible for any content you post, upload, or share on the Site. By posting content, you represent and warrant that you own or have the necessary rights, licenses, consents, and permissions to use and authorize us to use all intellectual property rights in and to any content you post. You agree not to post any content that infringes upon the rights of any third party.
13. Ownership; Intellectual Proprietary Rights. The Site is owned and operated by Cars Offline. The visual interfaces, graphics, design, compilation, information, data, computer code, and all other elements of the Site (“Materials”) provided by Cars Offline are protected by intellectual property and other laws. As between us, all Materials included in the Site are the property of Cars Offline or its third-party licensors. Except as expressly authorized by Cars Offline, you may not make use of the Materials. Cars Offline reserves all rights to the Materials not granted expressly in these Terms and Conditions.
14. Third Party Sites. The Site may contain links to third party websites. Linked websites are not under Cars Offline’s control, and Cars Offline is not responsible for their content or their privacy practices.
15. Indemnity and Limitation of Liability. You agree to indemnify, defend and hold harmless Cars Offline, its officers, directors, employees, agents, suppliers and third party partners (“Cars Offline Entities”) from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation by you of these Terms and Conditions. To the fullest extent permitted by law, in no event will the Cars Offline Entities be liable to you for any indirect, incidental, special, consequential or punitive damages (including damages for loss of profits, goodwill, or any other intangible loss) arising out of or relating to your access to or use of, or your inability to access or use, the Site or any Materials or content on the site, whether based on warranty, contract, tort (including negligence), statute, or any other legal theory, as recognized by the applicable law, and whether or not any Cars Offline entity has been informed of the possibility of damage. To the fullest extent permitted by law, the aggregate liability of the Cars Offline Entities to you for all claims arising out of or relating to the use of or inability to use the site or otherwise under these Terms and Conditions, whether in contract, tort, or otherwise, is limited to an amount equivalent to the fees paid by you for the use of the Site during the six months preceding the event giving rise to the liability.
16. Governing Law. These Terms and Conditions are governed by the laws of the State of New York without regard to conflict of law principles. You agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within New York, NY for resolution of any lawsuit or court proceeding permitted under these Terms and Conditions.
17. Contact Information. The Site is offered by Cars Offline Group, Inc., 130 Barrow Street, Suite 107, New York, NY 10014. You may contact us by sending correspondence to that address or by emailing us at admin@carsoffline.com If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Site or to receive further information regarding use of the Site.
18. General Terms. These Terms and Conditions, together with the Privacy Policy available at https://www.carsoffline.com/privacy-policy and any other agreements expressly incorporated by reference into these Terms and Conditions, are the entire and exclusive understanding and agreement between you and Cars Offline regarding your use of the Site. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms and Conditions, or any provision of these Terms and Conditions, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms and Conditions is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms and Conditions the use of the word “including” means “including but not limited to”. If any part of these Terms and Conditions is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect. Your use of the Site is subject to all additional terms, policies, rules or guidelines applicable to the Site or certain features of the Site that we may post or link to from the Site (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms and Conditions.
19. Referral Disclaimer and Limitation of Liability. Cars Offline operates solely as a referral service, providing introductions between you, the user, and third-party car dealerships. We do not participate in, nor are we liable for, any transactions, agreements, or interactions that may occur between you and any dealer introduced through Cars Offline, whether facilitated by the Site, communications, or any means we provide. Accordingly, you agree that Cars Offline, including Stephen Mills Designs LLC d/b/a Cars Offline, its officers, directors, employees, attorneys, agents, and affiliates, shall not be held liable or responsible for any actions, claims, damages, costs, liabilities, or demands, including but not limited to, direct, indirect, incidental, punitive, and consequential damages, arising out of or in connection with any transaction, agreement, or interaction with any car dealership referred by Cars Offline. You hereby fully release and discharge Cars Offline from any and all claims, liabilities, and damages related to or arising from any dealership transactions or interactions. Furthermore, you covenant not to sue or bring any legal action against Cars Offline that relates to or arises out of any referrals provided by Cars Offline. You acknowledge and agree that your recourse for any dissatisfaction, harm, bodily injury, or damages in connection with a referred transaction rests solely with the third-party dealership and not with Cars Offline. By using this Site and accepting these Terms and Conditions, you acknowledge that Cars Offline is not liable for any aspect of the dealings between you and any car dealership referred by Cars Offline, and you agree to indemnify and hold Cars Offline harmless from any claims arising from such dealings.
20. Severability. If any provision of these Terms and Conditions is held to be illegal, invalid, or unenforceable by a court of competent jurisdiction, such provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms and Conditions shall remain in full force and effect.