1. Acceptance of Terms

Welcome to Garage, a peer-to-peer online marketplace for Equipment (defined below). These Terms of Service (the "Terms") govern your use of Garage's Services (defined below). By accessing or using Garage's Services, you agree to comply with and be bound by these Terms. You may not use the Services if you do not agree to these Terms.

2. Definitions

a. "Buyer" means any person or entity purchasing or who has purchased Equipment using the Services.

b. "Equipment" refers to any tangible goods, machinery, vehicles, tools, or other items listed for sale or purchase on Garage’s Services.

c. "Garage", "we", and "us" refers to Garage Technologies, Inc., the company that operates an online marketplace for the Equipment.

d. "Seller" means any person or entity listing or offer or that has listed or offered Equipment for sale using the Services.

e. "Services" includes: (1) Garage’s website (which may also be referred to as its "platform") (https://www.withgarage.com/) as may be updated, relocated, or otherwise modified from time to time; (2) Garage’s facilitation of listing for sale and sale of Equipment on Garage’s platform; (3) all content on the website and all intellectual property rights arising out of or related to the foregoing; and (4) any online or physical tools or services related to the foregoing, including any mobile applications we provide, our online marketplace, and any web pages we control on any third party websites. "Services" does not include any additional or separate goods, products, or services provided by any third parties, such as, for example, and without limitation, after-market warranty providers, delivery and transport service providers, and payment processors. However, the Services may include providing you with access to and assisting facilitating your engagement with such third party service providers.

f. "User" refers to any individual or entity that accesses or uses Garage’s Services and includes, but is not limited to, you.

g. "You" means the individual accessing the Services either as a Buyer, Seller, or website visitor. If you are accessing the Services on behalf of a company, organization, or other entity, or on behalf of another individual, then "you" also includes the company, organization, other entity, or other individual, and you represent and warrant that you are an authorized representative with fully authority to bind the company, organization, other entity, or individual to these Terms, and you agree to these Terms on behalf of the entity.

3. Account Registration and Right to Access

a. To use Garage, you must create an account by providing accurate and complete information. You are responsible for updating your account information and maintaining the confidentiality of your account information, and you are liable for any activity that occurs under your account. You must notify us immediately of any breach of security or unauthorize use of your account. We will not be liable for any losses caused by any unauthorized use of your account.

b. You must be at least 18 years old and capable of forming a binding contract with Garage in order to use Garage’s Services. By registering, you confirm that you meet these requirements.

c. You may not use Garage’s Services or create an account if you have previously been removed or suspended from the Services or had a different account removed or suspended.

d. If you open an account or otherwise use Garage’s Services on behalf of a company, organization, or other entity, then "you" includes the entity, you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to these Terms, and you agree to these Terms on behalf of the entity.

e. Subject to your compliance with these Terms, including those set forth in this Section 3, Garage hereby grants you a non-exclusive, revocable, non-transferable right to access the Services solely for the purposes of listing Equipment for sale or purchasing Equipment through the Services, or using the website for the purposes of considering whether to sell or purchase Equipment, subject to the restrictions set forth herein. We reserve all rights not expressly granted in these Terms in and to the Services and our intellectual property rights therein.

4. Seller Obligations

As Seller, you agree, represent, and warrant that:

• You assume full responsibility for the Equipment offered and the accuracy and content of the listing provided for such Equipment.
• The Equipment is, and on the date of sale will be, owned by the Seller free and clear of any and all registered and unregistered liens, security interests, tax or duty obligations or other encumbrances or contrary claims whatsoever.
• The Equipment is in good operating condition, free of material defects, except as explicitly and clearly disclosed in the listing for such Equipment.
• The description of the Equipment is accurately set forth in the listing and includes all material information necessary for a Buyer to determine the quality, condition, and safety of such Equipment.
• As applicable, such Equipment has never been re-built, salvaged, and all odometer and hour meters on the Equipment reflect actual mileage or usage unless otherwise explicitly and clearly disclosed in the listing for such Equipment.
• The Equipment has not been modified or tempered with in any manner that would be contrary to applicable legislation or misleading to a potential Buyer, including, but not limited to, tampering with emission control devices.
• The Equipment has not been fraudulently obtained and is not stolen or counterfeit.
• You are duly authorized to enter into these Terms and to complete and deliver the Equipment upon sale of such Equipment to a Buyer.
• You will not sell and will promptly remove all listings for any product recalled by a manufacturer or governmental agency which have not been repaired according to the required specifications, or, if repaired, are not evidenced by documentation of the proper completion of the repair, if the sale of the product is prohibited by law or regulation, or if the product deemed a health or safety hazard by any governmental agency or body. Garage has no responsibility or liability for the safety or performance of any product you list or sell using the Services, including any product that is subject to a recall.
• You are solely responsible for any non-conformity or defect in, or compliance with any public or private recall of, any product you list or sell using the Services.
• The offering for sale, advertising, or selling of the Equipment does not and will not violate these Terms, applicable law, regulation, legal requirement or obligation, contractual obligation, or any right of any person including, but not limited to, intellectual property rights, rights of privacy and/or rights of publicity, or which otherwise may be harmful (in Garage’s sole discretion) to Garage, Garage’s providers, Garage’s suppliers, or any Users.

If the listed Equipment violates any of the foregoing, Garage may modify, correct, supplement, remove, or delete such listing.

5. Buyer Obligations

As Buyer, you agree, represent, and warrant that:

• You have reviewed the full listing, pictures, disclosures, other documentation, and information available on the Services relating to the subject Equipment and Seller before making a bid or offering, buying, or committing to purchase such Equipment.
• You enter into a legally binding contract to purchase any item when you buy the Equipment, commit to buy the Equipment, or your offer for the Equipment is accepted in any way, regardless of when payment is due or received unless the transaction terms state that you are required to pay for the item before a binding contract is formed. This contract is solely between you, as the Buyer, and the Seller of such Equipment.
• Garage does not transfer legal ownership of Equipment from the Seller to you.
• You assume all risk of damage and loss on the Equipment beginning at the point of pick up (by Buyer or its agent) or delivery (by third party transporter) as determined between the Buyer and Seller.
• You are duly authorized to enter into these Terms and receive Equipment upon sale of such Equipment by a Seller.

6. Non-Circumvention

a. You understand that Garage’s business is unique and specialized, and that Garage maintains relationships with other Users, including Users within relevant industries, to assist in the marketing, selling, and/or purchasing of Equipment. You acknowledge that such business relationships are the result of substantial time, effort, and resources invested in cultivating and building such relationships. You understand that during the course of you using or having access to the Services, you will have access to various other Users in order for you to market, sell, and/or purchase Equipment. Further, you acknowledge that during the course of you using or having access to the Services, you will likely have access to and knowledge of Garage’s Confidential Information (defined below), and places you in a position of trust and confidence with Garage.

b. Because of Garage’s legitimate business interests as described in this Agreement, once you engage the Services to list or shop for certain Equipment, or once you have engaged with a potential Buyer or Seller, as applicable, you may not attempt to complete the transaction through any means other than through the Garage platform. The foregoing restriction will apply for so long as you use or have access to the Services and for 24 months thereafter. You further warrant that you shall not obviate or interfere with the relationship of Garage and any other User for the purpose of gaining or receiving any benefit, contract, solicitation, or any activity related to the sale or purchase of any Equipment. Notwithstanding the foregoing, nothing prohibits a Seller from listing Equipment on another online platform or with the help of a private broker or dealer, or any Buyer from contacting a Seller via the other online platform or engaging with a private broker or dealer. c. Notwithstanding termination of these Terms, or termination of your use of or access to the Services, and notwithstanding anything to the contrary in these Terms, the terms set forth in this Section 6 shall survive termination for the period set forth in this Section 6.

7. Sale and Delivery of Equipment

a. Whether as Buyer or Seller, you expressly agree that once a final sale has consummated on the platform, you have entered into a binding and enforceable contract for the sale or purchase of Equipment, as applicable. Payment for and delivery of the Equipment will be completed pursuant to these Terms and the terms of any applicable third party service providers.

b. Seller is responsible for ensuring the delivery of the Equipment to the Buyer. Garage may assist facilitating the shipment, transport, and delivery of purchased Equipment by putting Sellers and Buyers in contact with third party service providers offering such services. Garage does not perform such services itself. Unless otherwise agreed, Buyers are responsible for, and assume the risk of loss of, the Equipment after it has been placed with a third party transport or delivery service provider.

8. Fees and Payments

a. Garage shall be entitled to a fee of 10% of the price displayed on each listing for any transaction conducted using the Services (the "Platform Fee", and sometimes referred to as a "success fee"). Garage may retain the Platform Fee from funds transmitted to the Seller as part of a transaction, or the Seller shall pay the Platform Fee to Garage within 30 days of the completion of a transaction. The Platform Fee shall apply unless otherwise agreed to in writing between Garage and Seller.

b. Garage may charge additional fees for certain services, such as listing Equipment or promoting listings. Fee details will be provided on the platform or otherwise disclosed to you. All prices and payments are in U.S. Dollars unless otherwise indicated.

c. Users, and not Garage, are responsible for all applicable taxes and fees associated with their transactions using the Services. All listing prices and fees are exclusive of any value-added tax (VAT) or similar taxes that may apply to a transaction.

d. Payment processing services may be provided by third-party payment processors, which may include Stripe Inc. Such payment processors may use your credit card or ACH information to make payments. The processing of credit card charges or credits, as applicable, relating to your use of the Services will be subject to applicable payment processor terms and agreements (the "Payment Processor Terms"). You hereby agree to be bound by the applicable Payment Processor Terms, which may be modified by such provider from time to time as set forth in the applicable Payment Processor Terms.

9. Enforcement and User Disputes

Garage reserves the right, but has no obligation, to monitor or assist resolving disputes between Users. Garage will have no liability for interactions and transactions between Users, or for any User’s action or inaction, including any User’s failure to satisfy these Terms or make payment. If an issue arises, we may consider the Users’ performance history and the specific circumstances in applying our policies and enforcing these Terms. Garage may employ a flexible approach, as needed, in an effort to do the right thing for the applicable Users. The foregoing does not limit or impair our right to refuse, modify, or terminate all or part of our Services to anyone, or to terminate these Terms with anyone, for any reason, in our discretion.

10. Prohibited Content and Activities

a. Users may not use the Services to engage in any of the following activities:

• List or purchase items that are illegal, stolen, counterfeit, or infringe on intellectual property rights.
• Provide misleading or false information or commit fraud or theft.
• Post or publish content or use the Services in any manner that is discriminatory, offensive, threatening, harassing, abusive, hateful, libelous, defamatory, obscene or otherwise objectionable or harmful.
• Engage in advertising or soliciting, such as chain letters, pyramid schemes, investment opportunities, or other unsolicited commercial communication (except as otherwise expressly permitted by Garage), or engage in spamming or flooding.
• Engage in or promote unauthorized commercial activities, including spam and advertising.
• Engage in or promote unauthorized commercial activities, including spam and advertising.
• Violate any applicable laws or regulations.

b. You and your Users may not, and nor may you or your Users assist, permit, or enable others to, do any of the following:

• Use the Services for any purpose other than as expressly set forth herein.
• Disassemble, reverse engineer, decode, decompile, or otherwise attempt to discover or gain access to the source code, object code, or underlying structure, ideas, know-how, or algorithms related to the Services (except to the extent this restriction is prohibited by applicable law).
• Use any robot, spider, scraper, data mining tool, data gathering or extraction tool, or any other automated means, to access, collect, copy or record the Services.
• Copy, rent, lease, sell, transfer, assign, sublicense, modify, alter, or create derivative works of any part of the Services or any of Garage’s intellectual property.
• Remove any copyright notices or proprietary legends from the Services.
• Use the Services in any manner which, in Garage’s sole discretion, impacts the operation or performance of the Services or any other User’s use of the Services.
• Use the Services in competition to Garage, to develop competing products or services, or otherwise to Garage’s detriment or commercial disadvantage.
• Use the Services for benchmarking or competitive analysis of the Services.
• Impersonate another person or misrepresent your affiliation with a person or entity, hide or attempt to hide your identity, or otherwise use the Services for any invasive or fraudulent purpose including, but not limited to, for domain spoofing or other forms of phishing.
• Gain unauthorized access to the Services, to other Users’ accounts, names, or personally identifiable information, or to other computers or websites connected or linked to the Services.
• Use the Services in any manner or for any purpose that violates any applicable law, regulation, legal requirement or obligation, contractual obligation, or any right of any person including, but not limited to, intellectual property rights, rights of privacy and/or rights of publicity, or which otherwise may be harmful (in Garage’s sole discretion) to Garage, Garage’s providers, Garage’s suppliers, or any Users.

c. Users may not engage in any business or activity that falls under the categories listed on the Stripe Restricted Business List, which includes but may not be limited to:

• Illegal products and services.
• Products and services that infringe intellectual property rights.
• Products and services that are unfair, predatory, or deceptive.
• Adult content and services.
• Certain legal services.
• Firearms, explosives, and dangerous materials.
• Gambling.
• Marijuana.

11. Prohibited Countries

Goods destined for the following countries cannot be listed or sold on the platform: Cuba, Iran, North Korea, Syria, Russia, Belarus, or the Crimea, Luhansk, and Donetsk Regions of Ukraine.

12. Optional Third Party Services

Garage and third parties may make available other third-party products or services, including shipping, delivery, and transport of Equipment upon sale, which you may elect to use. Any use by you of such third-party services is solely between you and the applicable third-party service provider. Garage does not warrant or make any representations with respect to the quality, performance, or timeliness of such service providers, or provide support for such third party services. Garage is not responsible for any violations of applicable law by third-party services providers, or for any liability arising from your use of third-party services. Garage does not guarantee the continued availability of any third-party services (or any integration with third- party services or related features), and if such third-party services or related features are discontinued, you will not be entitled to any refund, credit, or other compensation for Garage. Depending on your location, certain third-party services may not be available to you.

13. Data Privacy

Garage's Privacy Notice governs the collection, use, and sharing of User data. By using Garage’s Services, you understand that Garage will collect, use, and disclose certain personal information as set forth in our Privacy Notice and you agree to the terms of the Privacy Notice.

You agree that you may receive information or data from other Users through the Services. You agree that such information is "Confidential Information" of Garage and you shall keep such Confidential Information confidential for a period of 5 years from the date of obtaining such Confidential Information. You further agree that you shall not use or disclose such Confidential Information without the prior written consent of Garage and such other User, except where such use of the Confidential Information is used in the course of transactions conducted on and/or through the Services. Notwithstanding termination of these Terms, or termination of your use of or access to the Services, and notwithstanding anything to the contrary in these Terms, the terms set forth in this Section 13 shall survive termination for the period set forth in this Section 13.

14. Disclaimers and Limitations of Liability

A. YOU AGREE THAT YOU ARE MAKING USE OF OUR SERVICES AND PURCHASING EQUIPMENT AT YOUR OWN RISK AND THAT EQUIPMENT AND THE SERVICES ARE PROVIDED "AS-IS" AND "AS AVAILABLE." GARAGE MAKES NO WARRANTIES OR GUARANTEES, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, GARAGE EXPRESSLY DISCLAIMS AND EXCLUDES ALL EXPRESS OR IMPLIED WARRANTIES REGARDING THE QUALITY, SAFETY, LEGALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FURTHER, BUYERS OF EQUIPMENT THROUGH THE SERVICES UNDERSTAND THAT, UNLESS EXPLICITLY AGREED TO OTHERWISE BETWEEN THE BUYER AND A SELLER, SELLERS MAKE NO WARRANTIES OR GUARANTEES, AND THE PURCHASE OF EQUIPMENT DOES NOT INCLUDE ANY WARRANTIES OR GUARANTIES OF ANY KIND, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, SELLERS EXCLUDE AND EXPRESSLY DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES REGARDING THE QUALITY, SAFETY, LEGALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

B. GARAGE IS NOT RESPONSIBLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING FROM YOUR USE OF THE SERVICES OR EQUIPMENT BOUGTH OR SOLD USING THE SERVICES, INCLUDING BUT NOT LIMITED TO FINANCIAL LOSSES, LOSSES OF GOODWILL, PERSONAL INJURY, OR PROPERTY DAMAGE.

C. IN CASES WHERE GARAGE FACILITATES OR HANDLES FUNDS AS PART OF A TRANSACTION, GARAGE IS NOT RESPONSIBLE FOR THE QUALITY OR CONDITION OF THE EQUIPMENT PURCHASED. USERS AGREE THAT GARAGE'S INVOLVEMENT IN FINANCIAL TRANSACTIONS DOES NOT CONSTITUTE A WARRANTY OR GUARANTEE OF THE EQUIPMENT'S QUALITY OR SUITABILITY FOR ANY PURPOSE.

D. USERS ARE SOLELY RESPONSIBLE FOR CONDUCTING THEIR OWN DUE DILIGENCE, INCLUDING INSPECTING EQUIPMENT AND ASSESSING ITS SUITABILITY FOR THEIR NEEDS, BEFORE MAKING ANY PURCHASE.

E. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL GARAGE (OR ITS AFFILIATES AND RELATED ENTITIES, AND ITS AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, AND PERMITTED SUCCESSORS AND ASSIGNS) BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES, OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNTS YOU PAID TO GARAGE IN THE 12 MONTHS PRECEDING THE EVENTS GIVING ARISE TO THE CLAIM.

F. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT IN THE CASE OF A WILLFUL OR GROSSLY NEGLIGENT BREACH OF THESE TERMS BY A SELLER, IN NO EVENT WILL A SELLER OF EQUIPMENT THROUGH THE SERVICES BE LIABLE TO A BUYER OF EQUIPMENT FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES, OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNTS PAID BY SUCH BUYER TO SUCH SELLER FOR THE EQUIPMENT.

15. Termination

These Terms and your right to access the Services shall remain in effect for so long as you use or have access to the Services, or until earlier terminated by Garage. Garage reserves the right, in its sole and absolute discretion, to suspend or terminate your account and access to the platform and Services, in whole or in part, with or without notice, at any time for any reason or no reason. The following sections will survive the termination of these terms: 2, 4, 5, 6, 7, 8, 9, 10, 11, 13, 14, 15, 16, 17, 18, 19, and 20.

16. Changes to Terms

Garage may update these Terms at any time. Garage will make reasonable efforts to provide prior notice to Users of any significant changes. Your continued use of the website, platform, or services after such changes constitutes acceptance of the updated Terms. You should consult these Terms each time you access the website, platform, and services to view any changes. These terms were last modified on the date indicated above.

17. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the State of Delaware, United States of America. Any disputes shall be resolved through arbitration in accordance with the rules of the American Arbitration Association, and the venue for arbitration shall be New York City, New York.

18. Indemnification

Each User agrees to defend and indemnify Garage its affiliates and related entities, and their respective shareholders, members, directors, officers, employees, agents, representatives, and permitted successors and assigns (collectively, the "Garage Technologies Indemnified Parties"), and hold them harmless from and against any and all damages, claims, suits, actions, liabilities, loss, costs, and expenses, including reasonable attorneys' fees (collectively "Claims"), arising out of or alleged to have arisen from any of the following:

• Such User's breach under these Terms.
• The quality, condition, safety, or other aspects of the Equipment which such User sells or offers for sale through the Services.
• Such User's breach of any other agreement entered into under or in connection with this Agreement.
• If such User is a Buyer, such User's subsequent sale, use, or handling of the Equipment.
• Such User's breach of any law, rule, regulation, or any order of any court or other governmental authority.
• Such User's violation of the rights of any third party.

The foregoing indemnity applies to any such claim except to the extent that such Claim is caused by the gross negligence or willful misconduct of Garage.

19. Release

If you have a dispute with one or more other Users, you release Garage (and its affiliates and related entities, and their respective shareholders, members, directors, officers, employees, agents, representatives, and permitted successors and assigns) 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, you expressly waive any protections (whether statutory or otherwise) 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.

20. Contact Information

For questions or concerns regarding these Terms, please contact Garage Technologies, Inc. at team@withgarage.com.

CLASS ACTION WAIVER: EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, YOU AGREE AND UNDERSTAND THAT YOU WILL NOT BRING AGAINST GARAGE TECHNOLOGIES, INC., OR ANY OF ITS AFFILIATES OR RELATED ENTITIES, OR ANY OF THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES, AGENTS, REPRESENTATIVES, AND PERMITTED SUCCESSORS AND ASSIGNS, ANY CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION RELATED TO YOUR ACCESS TO, DEALINGS WITH, OR USE OF OUR SERVICES, AND ANY SUCH CLAIM WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS.

21. General

a. If you breach these Terms, Garage may suffer irreparable harm, and monetary damages may be inadequate to compensate Garage. Accordingly, Garage may, in addition to any other remedies available, seek injunctive or other equitable relief in response to any such breach. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages, or other available forms of relief.

b. You agree to execute and deliver any documents or instruments, and take any further actions that are reasonably required to provide Garage or other party the full benefits and rights described in these terms.

c. You may not assign these Terms or delegate your performance without Garage’s prior written consent, and any attempt to do so is void. Garage may assign or transfer these Terms without your consent. To the extent permitted herein, these Terms are binding upon and inure to the benefit of the parties’ permitted successors and assigns.

d. If any provision of these Terms or portion of a provision is invalid, illegal, or unenforceable, the remainder of these Terms will remain in effect.

e. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under these Terms.

f. Headings contained in these Terms are for convenience only, and do not define or explain any provision. Any use of the term "including" or variations thereof should be construed as if followed by the phrase "without limitation."

g. You hereby grant Garage an unlimited, royalty free, world-wide license to publish and promote any listing, including related content such as username, product reviews and feedback, in any format and through any channel, including across any Services, Garage’s partners, or third party property or advertising medium.

h. YOU HEREBY WAIVE ANY AND ALL RIGHT TO A JURY TRIAL ARISING FROM OR RELATING TO THE EQUIPMENT, THESE TERMS, OR USE OF THE SERVICES.