1.1 Platform Identity. Express Vehicle Locators ("EVL") operates the WS Exchange as a neutral vehicle transaction coordination platform. EVL is NOT a licensed motor vehicle dealer, auctioneer, broker, buyer, seller, or financial institution in connection with any transaction on this platform. EVL provides coordination, documentation, verification, and administrative services only.
1.2 Dealer Acknowledgment. By executing this Agreement, Dealer confirms they hold a valid motor vehicle dealer license in their state of operation, are in good standing with their state DMV and SOS, and have full legal authority to transact on this platform.
1.3 No Fund Holding. EVL does not hold, escrow, transfer, or take custody of any transaction funds at any time. All payments are made directly between the Issuing Dealer and the Buying Dealer. EVL's platform fee is invoiced separately and independently of the vehicle transaction.
Upon vehicle listing, the Issuing Dealer grants a 48-hour exclusive hold period to the first qualified Buying Dealer who meets or exceeds the reserve price. During this window, no other bids are accepted. The hold is binding on the ID — the vehicle may not be sold to any other party during Phase 1.
If Phase 1 does not result in a closed deal, the vehicle enters Phase 2 — an open auction available to all approved WS Exchange dealers. The highest bid above reserve wins. EVL issues the Transaction ID upon auction close. Buying Dealer and Issuing Dealer coordinate a pickup time directly — target within 6 business hours, capped at 12.
Upon the Buying Dealer's porter taking possession of the vehicle under the Off-Ramping Protocol (Section 2.4), the Buying Dealer's business office shall wire or present a business check for the full agreed purchase price directly to the Issuing Dealer, same business day. Payment instructions must be verified against the Issuing Dealer's banking information on file with EVL before funds are sent, as a wire fraud safeguard. EVL is not responsible for verifying payment — that responsibility rests with the Buying Dealer and Issuing Dealer directly.
EVL sets the standard for vehicle transfer through the Off-Ramping Protocol — a documented 9-point photo inspection of the vehicle including: all exterior panels, glass, lights, interior, odometer, VIN plate, and keys, plus a test drive as a final condition check before the vehicle leaves the Issuing Dealer's lot. Both the Issuing Dealer's representative and the Buying Dealer's porter sign the Off-Ramping Protocol at pickup. Upon signature, the vehicle belongs to the Buying Dealer, and condition liability shifts to the Buying Dealer's custody from that point forward. There is no EVL porter — pickup, inspection, and handoff happen directly between the Issuing Dealer and Buying Dealer.
3.1 Arbitration Window. A 48-hour arbitration window begins upon Buying Dealer's physical receipt of the vehicle. During this window, the Buying Dealer may file a title arbitration claim for: active liens not disclosed, title brands not disclosed (salvage, flood, frame), or odometer fraud. No mechanical claims are accepted under any circumstances.
3.2 EVL as Neutral Referee. In the event of a dispute, EVL presents documented facts only — the Off-Ramping Protocol photos, PITPO certification results, and transaction records. EVL does not determine fault. Documentation is final. EVL's determination of documented facts is binding on both parties.
3.3 Mandatory Binding Arbitration. All disputes arising from or related to this Agreement shall be submitted to binding arbitration under the American Arbitration Association Commercial Rules before any litigation. Arbitration shall take place in Collin County, Texas.
3.4 Governing Law. This Agreement is governed exclusively by the laws of the State of Texas. Exclusive jurisdiction and venue for all disputes is Collin County, Texas.
4.1 Platform Fee. The Issuing Dealer agrees to pay EVL a platform coordination fee of $295.00 USD per closed transaction. This fee is invoiced by EVL within 24 hours of deal close and is due net-30 from invoice date. This fee is waived entirely if the vehicle does not sell. Nothing ships and no fee is owed until a Buying Dealer is confirmed.
4.2 Porter Reimbursement. The Issuing Dealer further agrees to pay $100.00 USD per transaction, which is paid directly to the Buying Dealer to reimburse the cost of the Buying Dealer's porter being away from their own dealership and the cost of transport (e.g. rideshare) to the Issuing Dealer's location, up to the 50-mile hub radius. This is a flat reimbursement and is not subject to per-transaction itemization or receipt reconciliation by either party — actual transport and time costs will vary above and below $100.00 from deal to deal. EVL does not collect, hold, or process this payment — it is a direct payment between Issuing Dealer and Buying Dealer, invoiced alongside the platform fee for administrative convenience only.
4.3 Buying Dealer Fees. The Buying Dealer agrees to pay EVL a service fee of $195.00 USD per closed transaction. Unlike the Issuing Dealer's platform fee (Section 4.1, invoiced net-30), this fee is collected immediately via a secure payment link sent to the Buying Dealer's business office at the time the Bill of Lading is signed, and is due upon receipt. The Buying Dealer separately receives $100.00 USD from the Issuing Dealer per Section 4.2. The Buying Dealer is responsible for all costs associated with vehicle licensing, registration, sales tax, and any transport costs beyond what is reimbursed under Section 4.2.
4.4 No Fund Handling. EVL does not hold, escrow, transfer, or take custody of any transaction funds at any time. All vehicle payment is made directly between the Issuing Dealer and the Buying Dealer. EVL's platform and service fees are invoiced separately and independently of the vehicle transaction.
4.4 Late Payment. Platform fees unpaid after net-30 accrue interest at 1.5% per month. EVL reserves the right to suspend platform access for accounts 60+ days past due.
4.5 Non-Circumvention. Dealer agrees not to use EVL-introduced dealer contacts, vehicle intelligence, or platform relationships to transact outside the EVL platform for a period of 12 months from introduction. Violation results in liquidated damages equal to the full platform fee plus 100% penalty plus all attorneys' fees.
Dealer represents and warrants that: (a) they hold a valid, current, and unsuspended motor vehicle dealer license; (b) all vehicles listed are free of undisclosed liens unless disclosed in writing; (c) all vehicle condition representations are accurate to the best of Dealer's knowledge; (d) Dealer has full legal authority to sell any vehicle listed; (e) Dealer is not currently under investigation by any state DMV or regulatory authority.
EVL's liability in connection with any transaction shall not exceed the platform fee paid for that specific transaction. EVL is not liable for: vehicle condition issues, payment disputes between dealers, title issues not identified in PITPO, transport damage after Off-Ramping Protocol signature, or any consequential, indirect, or punitive damages.
EVL reserves the right to suspend or permanently revoke platform access for: misrepresentation of vehicle condition, failure to pay platform fees, circumvention of the platform, filing of fraudulent arbitration claims, or any conduct that undermines the integrity of the WS Exchange.
| Description | Qty | Rate | Amount |
|---|---|---|---|
| WS Exchange Platform Onboarding — Annual Access | 1 | $0.00 | $0.00 |
| Platform Agreement Execution & Documentation | 1 | $0.00 | $0.00 |
| TOTAL DUE | $0.00 USD | ||