Terms of Service

1. Who We Are & What We Do

Exclusive Racing, Inc. (“EXR,” “we,” “us,” or “our”) operates a specialized boutique marketplace for race cars, track-day and high-performance vehicles, trailers, transporters, and racing equipment and gear.

EXR’s Role — Marketplace Facilitator Only. EXR acts solely as a marketplace facilitator. We are not a party to any transaction between a Buyer and Seller, and we do not act as an escrow agent for any vehicle purchase price. The Seller is solely responsible for the accuracy, completeness, and legality of their listing. The Buyer is solely responsible for performing their own due diligence prior to purchase.

Single-Tier Platinum Service. Every approved EXR listing receives the full Platinum Service experience — professional preparation, vetted-buyer marketing, and concierge support from submission through final delivery. There are no upgraded or downgraded service tiers. Minimum asset value is $15,000. There is no maximum.

Listing Format — Seller’s Choice. Each Seller selects one of two listing formats during listing creation:

• Hybrid Auction (recommended for most listings) — A continuous 14-day cycle consisting of a 7-day Live Auction (with Buy Now and Make Offer temporarily disabled during the Live Auction window) followed by a 7-day Buy Now/Make Offer period, repeating bi-weekly until the asset sells or the Listing Period expires. Newly published Hybrid Auction listings include an 8-to-14-day Live Preview period (Buy Now and Make Offer active immediately) before the first Live Auction opens. Auctions normally open Tuesdays at 12:00 AM UTC and close Mondays at 11:59 PM UTC, as further described on the Marketplace Process page. Custom timelines may be granted at EXR’s sole discretion.
• Direct Sale — A continuous Buy Now/Make Offer listing with no auction periods, running until the asset sells or the Listing Period expires.

Reserve and No-Reserve Auctions (Hybrid Auction Only). Reserve is the platform default. No-Reserve is available at the Seller’s election; once a No-Reserve auction is live it cannot be paused or cancelled and the asset will sell to the highest bidder regardless of price.

Sniping Protection (Hybrid Auction Only). Bids placed within the final five (5) minutes of an auction extend the auction clock by two (2) minutes from the time of the bid. Each subsequent bid placed during an extension restarts the two-minute timer. The auction closes only after five (5) consecutive minutes elapse with no new bids.

Default Payment of Sales Premium. Under the platform-default Buyer’s Premium setting (described in Section 7), the Buyer pays the full 5% Sales Premium upon a successful Winning Event. Sellers may toggle this default to Split Premium or Seller’s Premium during listing creation; if no selection is made, Buyer’s Premium applies.

2. Eligibility & Account Registration

To use the EXR platform, you must be at least 18 years of age and legally capable of entering into binding contracts under applicable law. By registering an account, you represent and warrant that all information you provide is accurate, current, and complete.

A valid payment method is required to submit a listing or to participate in bidding or offers. Browsing the marketplace and saving listings is free.

EXR reserves the right to suspend or terminate any account at its sole discretion, with or without notice, for any violation of these Terms or for conduct deemed harmful to the platform or its community.

3. Platform Conduct & Prohibited Activities

3.1 No Circumvention (Off-Platform Sales)

All transactions involving EXR-introduced leads must be completed through the EXR platform during the active Listing Period and during the post-listing lead window described below. Sellers shall not bypass the platform to conclude a sale privately with any Buyer introduced through EXR — including, without limitation, any Buyer introduced through the Seller’s listing, an inquiry, an offer, a Make Offer submission, a bid, or any other platform-generated lead.

Post-Listing Lead Window — Sixty (60) Days. The anti-circumvention obligation under this Section 3.1 continues for sixty (60) days following the end, cancellation, or archiving of the Listing Period.

If a sale to an EXR-introduced lead is concluded off-platform during the active Listing Period or the 60-day post-listing lead window, EXR reserves the right to charge the Seller’s payment method on file the full 5% Sales Premium, regardless of which premium option (Buyer’s, Split, or Seller’s) was originally selected. The full Sales Premium under this Section 3.1 is calculated based on the highest of the following: (i) the Buy Now Price; (ii) the highest offer placed on the listing; or (iii) — for Hybrid Auction listings only — the Reserve Price or the highest bid placed on the listing.

The 60-day post-listing lead window applies only to Buyers EXR introduced to the Seller through the platform. Sales to buyers sourced entirely through the Seller’s own network (paddock conversations, club newsletters, marque forums, dealer contacts) are not subject to the Sales Premium.

3.2 Anti-Shill Bidding

Sellers — and any person associated with or acting on behalf of a Seller — are strictly prohibited from bidding on their own listings for any reason, including to artificially inflate the price or create the appearance of demand. Violation of this policy will result in immediate account termination and may result in legal action.

3.3 Professional Conduct & Comment Policy

All users are expected to maintain professional decorum on the platform at all times. The following are strictly prohibited:

• Posting derogatory, defamatory, speculative, or unverified claims on any listing (“comment sabotage”)
• Harassment, intimidation, or threatening conduct toward any user or EXR staff
• Submission of false, misleading, or fraudulent listing information

Violations may result in immediate account suspension or permanent termination without refund.

3.4 72-Hour Communication Requirement

Sellers must normally respond to all vetted buyer inquiries and platform notifications within seventy-two (72) hours. Failure to respond in a timely manner may result in listing suspension or account review.

4. Listing Submission, Approval & EXR’s Rights

4.1 Approval-First Model

All listing submissions are subject to review and approval by EXR before going live. Submission of a listing does not guarantee approval and does not create any obligation on the part of EXR.

EXR will review all submissions and normally respond within seventy-two (72) hours of receipt. Upon approval, the listing is published to the marketplace. No upfront listing fee is charged — ever. A 5% Sales Premium is earned by EXR only upon a successful Winning Event.

No fee of any kind is charged for submissions that are not approved.

4.2 Minimum Asset Value

EXR’s minimum approved asset value is $15,000. There is no maximum. Submissions for assets valued below $15,000 will not normally be approved. EXR reserves the right to decline any submission, including submissions that meet the minimum asset value, at its sole discretion.

4.3 Seller Responsibility

The content of each listing — including descriptions, specifications, history, photos, videos, and pricing — is provided solely by the Seller. The Seller is solely responsible for the accuracy, completeness, and truthfulness of all listing content. EXR does not verify listing claims and is not responsible for any inaccuracies, misrepresentations, or omissions made by a Seller.

4.4 EXR’s Right to Review, Refuse & Remove

EXR reserves the right, at its sole discretion, to review, edit, modify, reject, remove, or reclassify any listing submitted to the platform for any reason — including but not limited to inaccurate content, unrealistic pricing, failure to meet marketplace standards, or conduct inconsistent with our community standards. EXR’s approval, decline, removal, and reclassification decisions are final. No fee of any kind is charged for declined submissions.

4.5 Listing Cancellation Policy

Sellers may cancel a listing at any time through the Seller Dashboard, except:

• During an active 7-day Live Auction window (Hybrid Auction listings only), or
• When there is an active, unresolved offer on the listing.

For cancellations that fall outside the dashboard self-cancellation rules, contact [email protected]. Because no upfront listing fee is charged, there are no listing fees to refund upon cancellation. EXR’s decision regarding any cancellation request is final.

Seller-initiated cancellation is distinct from the automatic archiving of non-responsive listings described in Section 4.8(d); a Seller-cancelled listing is removed from active status at the Seller’s request, whereas an archived listing remains on file and may be reactivated under Section 4.8(e). Seller-initiated cancellation does not extinguish the post-listing lead window or anti-circumvention obligations of Sections 3.1 and 4.9.

4.6 Listing Adjustments & Seller Dashboard

Sellers may adjust listing content during the active Listing Period through the Seller Dashboard, subject to platform restrictions. Available controls include:

• Mark as SOLD — Mark a listing as sold (on or off the platform), subject to the anti-circumvention obligations of Section 3.1.
• Self-Delete — Delete the listing, subject to the active-auction and active-offer restrictions of Section 4.5.
• Lower Pricing — Lower the Opening Bid Price (Hybrid Auction only), Reserve Price (Hybrid Auction only), and Buy Now Price. Pricing may only be adjusted downward during the Listing Period; pricing increases are not permitted.
• Update Media & Description — Update photos, videos, listing description, and other listing details.

4.7 Realistic Pricing Requirement & 90-Day Pricing Reviews

All pricing — including asking price, Opening Bid Price (Hybrid Auction only), Reserve Price (Hybrid Auction only), and Buy Now Price — must be market-realistic and is subject to EXR approval before the listing goes live.

EXR conducts pricing reviews on every active listing at ninety (90) day intervals and shares market intelligence with the Seller. Pricing adjustments are at the Seller’s discretion. Sellers are required to engage in good faith with EXR’s pricing recommendations. EXR reserves the right to require pricing adjustments, pause active marketing, or cancel listings where pricing is determined, at EXR’s sole discretion, to be unrealistic or detrimental to a successful sale outcome. No fees or Sales Premiums are refunded in the event of cancellation due to unrealistic pricing.

4.8 Listing Duration, Renewal & Archiving

(a) 365-Day Run-Till-Sold Listing Period. Approved listings run for an initial period of three hundred sixty-five (365) days from the date of publication (“Listing Period”) and continue in successive renewable Listing Periods until (i) a successful Winning Event, (ii) Seller-initiated cancellation under Section 4.5, (iii) EXR removal or cancellation under Section 4.4 or 4.7, or (iv) archiving under subsection (d) below.

(b) Renewal. At the end of each Listing Period, the Seller may renew the listing for an additional 365-day Listing Period at no charge through a one-click renewal confirmation sent to the Seller’s email address on file. There is no renewal fee, relisting fee, reactivation fee, or other charge associated with continuation of an active listing. EXR reserves the right to decline renewal of any listing that no longer meets EXR’s marketplace standards under Section 4.4 or the realistic pricing requirement under Section 4.7.

(c) 90-Day Availability Check-Ins. At ninety (90) day intervals during each Listing Period, EXR will send the Seller a brief availability confirmation request (“Still available?”) to the Seller’s email address on file. A one-click acknowledgment is required to confirm the listing remains active and the asset has not been sold or otherwise disposed of outside the platform. The 90-day availability check-ins are separate and distinct from the 90-day pricing reviews described in Section 4.7.

(d) Failure to Respond; 14-Day Grace Period; Archiving. A listing will be moved to an inactive archive if: (i) the Seller fails to acknowledge three (3) consecutive 90-day availability check-ins, or (ii) the Seller fails to confirm renewal within a fourteen (14) day grace period following the end of a Listing Period. Archived listings are not deleted from the platform.

(e) Reactivation from Archive. A Seller may reactivate an archived listing at any time at no charge by reactivating through the Seller Dashboard or by contacting EXR at [email protected]. Reactivation is subject to the then-current marketplace standards, the realistic pricing requirement under Section 4.7, and EXR’s approval under Section 4.4. Upon reactivation, a new 365-day Listing Period commences.

(f) No Listing, Renewal, or Reactivation Fees — Ever. EXR does not charge any upfront listing fee, renewal fee, reactivation fee, or periodic platform fee. The 5% Sales Premium described in Section 7 is EXR’s sole transactional compensation and is earned only upon a successful Winning Event.

(g) Anti-Circumvention Continues During Grace, Archived, and Cancelled Status. The anti-circumvention provisions of Section 3.1 apply throughout the entire Listing Period, including during any 14-day grace period and up to the moment a listing is moved to archive, and continue throughout the 60-day post-listing lead window. Sellers who conclude an off-platform sale of an asset previously introduced to a Buyer through EXR remain subject to the Sales Premium obligations of Section 3.1 regardless of the listing’s active, grace, archived, or cancelled status during such windows.

4.9 Listing Exclusivity & Anti-Circumvention

EXR does not require broad listing exclusivity. Two rules apply across all listings:

(a) Anti-Circumvention. As described in Section 3.1, sales to Buyers EXR introduced to the Seller must close through the platform during the active Listing Period and the 60-day post-listing lead window.

(b) Live Auction Exclusivity (Hybrid Auction Only). During the 7-day Live Auction window of any Hybrid Auction listing, the asset is strictly exclusive to EXR — no simultaneous listings on other platforms, no off-platform negotiations, and no parallel offers from non-EXR channels. This window is brief (7 days within each 14-day cycle) and applies only when the Live Auction is active.

(c) Otherwise Non-Exclusive. Outside of the windows above, the listing is non-exclusive. Sellers are free to list the asset on Racing Junk, marque-specific forums, social media, or any other channel of their choosing.

5. Intellectual Property & Media License

By uploading photos, videos, or any other content to the EXR platform, you grant Exclusive Racing, Inc. a perpetual, irrevocable, royalty-free, worldwide, non-exclusive, fully sub-licensable license to use, reproduce, modify, adapt, publish, display, distribute, broadcast, transmit, and create derivative works from that content for marketing, advertising, social media, promotional, and other business purposes across all media channels and formats, in perpetuity, whether now known or hereafter devised, without further compensation to you. This license survives the termination of these Terms for any reason.

You represent and warrant that you are the owner of, or have all necessary rights to, any content you upload, and that such content does not infringe upon the intellectual property rights of any third party.

6. Binding Offers & Electronic Signatures

Pursuant to the Electronic Signatures in Global and National Commerce Act (ESIGN) and the Uniform Electronic Transactions Act (UETA), you agree that clicking “Bid,” “Buy Now,” “Make Offer,” or “Counter-Offer” — or otherwise engaging with platform transactional features — constitutes your legally binding electronic signature and creates a binding contractual obligation to purchase or sell the listed item at the agreed price, subject to the PPI provisions in Section 9.

All bids placed in a Live Auction, all offers accepted through the platform, and all Counter-Offers accepted through the platform are binding contracts. Buyers and Sellers are obligated to complete the transaction in accordance with these Terms.

6.1 Counter-Offer Mechanic

When a Buyer submits a Make Offer, the Seller may accept, decline, or submit a Counter-Offer through the platform. When a Buyer receives a Counter-Offer, the Buyer may accept, decline, or submit a further Counter-Offer in response. Counter-Offers may continue between the parties without round limit until one party accepts, one party declines, or the responding party fails to respond within the applicable response window.

Each party has seventy-two (72) hours to respond to an offer or Counter-Offer. Failure to respond within the applicable 72-hour window is treated as a decline of the offer or Counter-Offer.

Acceptance of an offer or Counter-Offer through the platform constitutes a binding contract under this Section 6 and triggers the 7-7-72 Transaction Timeline described in Section 8.

For Hybrid Auction listings, the Make Offer feature — and the Counter-Offer mechanic — is disabled during the 7-day Live Auction window. Counter-Offers are available during the Live Preview period and during the 7-day Buy Now/Make Offer window between Live Auctions.

7. Fees & Sales Premium

7.1 $0 Listing Fee — Always

No fee of any kind is charged at the time of submission, approval, renewal, reactivation, or relisting. A 5% Sales Premium is earned by EXR only upon a successful Winning Event.

7.2 Sales Premium Calculation

A Sales Premium is earned by EXR only upon a successful sale (“Winning Event”). The Sales Premium is calculated under three rules:

1. 5% on sales $15,000 to $149,999, subject to a $750 minimum.
2. 5% on sales $150,000 to $749,999, capped at $7,500.
3. 1% on sales $750,000 and above, with no cap.

Who pays? Buyer (Platform Default) | Split Premium or Seller’s Premium options available. See Section 7.3.

7.3 Premium Options — Seller’s Choice

During listing creation, the Seller selects one of three Sales Premium structures:

• Buyer’s Premium (Platform Default): The Buyer pays the full Sales Premium. The Seller pays nothing and retains 100% of the sale price. Left untouched, Buyer’s Premium applies.
• Split Premium: The Buyer and Seller each pay 50% of the total Sales Premium (2.5% each).
• Seller’s Premium: The Seller pays the full Sales Premium. The Buyer pays nothing.

If the Seller takes no action during listing creation, the Buyer’s Premium structure applies. The applicable Sales Premium structure and percentage are confirmed and displayed on each listing page before the listing goes live.

7.4 Automatic Collection Upon Winning Event

Upon the occurrence of a Winning Event — defined as the close of a Live Auction resulting in a winning bid (Hybrid Auction listings only), the use of “Buy Now,” the formal acceptance of a “Make Offer,” or the formal acceptance of a Counter-Offer — EXR will immediately and automatically charge the applicable Sales Premium to the responsible party’s payment method on file in accordance with the premium structure selected for the listing under Section 7.3. Successful collection of the Sales Premium is a prerequisite for the release of contact information between Buyer and Seller and the commencement of the facilitated closing process described in Section 8.

7.5 Sales Premium Calculation Examples

The following examples assume the platform-default Buyer’s Premium structure (the Buyer pays the full 5%; the Seller nets the full sale price):

• $30,000 sale → $1,500 (Buyer pays; Seller nets $30,000)
• $75,000 sale → $3,750 (Buyer pays; Seller nets $75,000)
• $150,000 sale → $7,500 — cap applies (Buyer pays; Seller nets $150,000)
• $500,000 sale → $7,500 — cap applies (Buyer pays; Seller nets $500,000)
• $750,000 sale → $7,500 — 1% rate begins (Buyer pays; Seller nets $750,000)
• $1,000,000 sale → $10,000 — 1% rate (Buyer pays; Seller nets $1,000,000)

Under the Split Premium structure, the Buyer and Seller each pay 2.5% of the same totals. Under the Seller’s Premium structure, the Seller pays the full 5% and the Buyer pays nothing. The $750 minimum applies to the total Sales Premium across all three structures.

8. The 7-7-72 Transaction Timeline

All EXR Buyers and Sellers — across both formats (Hybrid Auction and Direct Sale) — agree to the following mandatory performance windows following a Winning Event:

• 7-Day PPI Window: The Buyer has seven (7) business days from notification of Winning Buyer status to complete a Pre-Purchase Inspection (PPI) or in-person inspection, if requested by the Buyer and agreed to by the Seller. The PPI is at the Buyer’s discretion and expense.
• 7-Day Payment Window: The Buyer must fund the full purchase price within seven (7) business days of the Winning Event, or within seven (7) business days of a completed and satisfactory PPI, whichever is later.
• 72-Hour Delivery Window: The Seller must release the asset and all associated title/MSO documentation to the Buyer or the Buyer’s designated agent or transporter within seventy-two (72) hours of confirmed receipt of full payment.

Failure by either party to meet these performance windows may result in cancellation of the transaction, forfeiture of applicable fees, the chargebacks described in Section 9, and account suspension.

9. Pre-Purchase Inspections (PPI) & Transaction Cancellation

9.1 Grounds for Cancellation

A completed transaction may only be cancelled if a PPI reveals a Major Undisclosed Defect — meaning a material structural failure, undisclosed mechanical damage, engine damage, or title discrepancy that was not disclosed in the listing and was not reasonably observable from the listing media.

9.2 Buyer’s Remorse — Not Grounds for Cancellation

Cancellation for buyer’s remorse, change of mind, or minor cosmetic wear consistent with normal use of a race car or motorsport vehicle is not permitted. Race cars and motorsport vehicles are used in demanding conditions; normal wear and minor cosmetic imperfections are expected and do not constitute grounds for cancellation.

9.3 Refund Policy — Buyer’s Premium

There are NO REFUNDS of Buyer’s Premium, except in the following circumstances:

• Exception 1 — Unknown Defect (No Seller Fault): If a PPI reveals major issues unknown to the Seller, and the parties cannot agree on a remedy, EXR will refund the Buyer’s Premium paid by the Buyer, minus a $500 administrative fee.
• Exception 2 — Known Undisclosed Defect (Seller at Fault): If a PPI reveals major issues that were known to the Seller or should reasonably have been known, and were not disclosed in the listing, and the parties cannot agree on a remedy, EXR will refund the full Buyer’s Premium to the Buyer. The Seller will be charged the full Buyer’s Premium refunded plus any administrative fees, and will not receive a refund of any fees paid. The Seller will also be charged the full Sales Premium regardless of the premium option originally selected.
• Exception 3 — Seller Fails to Deliver: If the Seller fails to release the asset and title within the 72-hour delivery window following confirmed receipt of full payment, EXR will refund the full Buyer’s Premium to the Buyer. The Seller will be charged the full amount refunded plus administrative fees and the full Sales Premium, regardless of the premium option originally selected.

9.4 Refund Policy — Seller’s Premium

There are NO REFUNDS of Seller’s Premium, except in the following circumstances:

• Exception 1 — Unknown Defect (No Seller Fault): If a PPI reveals major issues unknown to the Seller and the transaction is cancelled, EXR will refund the Seller’s Premium paid by the Seller, minus a $500 administrative fee.
• Exception 2 — Buyer Fails to Pay: If the Buyer fails to remit full payment within the 7-day payment window, EXR will refund the Seller’s Premium to the Seller. The Buyer will be charged the full amount refunded plus administrative fees and the full Sales Premium, regardless of the premium option originally selected.

9.5 Refund Policy — Split Premium

When the Split Premium structure applies, the refund and chargeback rules of Sections 9.3 and 9.4 apply proportionately to each party’s 2.5% share. In any party-at-fault scenario described above, the at-fault party is charged the full Sales Premium plus administrative fees regardless of the original premium structure, and the non-at-fault party is made whole on the share of the Sales Premium they paid (less the $500 administrative fee where applicable under the no-fault Exception 1).

9.6 EXR as Final Arbitrator

EXR shall serve as the final arbitrator of all refund and chargeback determinations made under this Section. EXR’s decision is final and binding.

10. Payment & Third-Party Escrow

EXR does not hold, manage, or bear any responsibility for vehicle purchase price funds transferred between Buyers and Sellers. EXR strongly recommends the use of a licensed third-party escrow provider (e.g., Escrow.com) to protect both parties during the transaction.

10.1 Direct Payment

Parties may coordinate payment directly between themselves. EXR assumes zero liability for any funds transferred outside of a licensed third-party escrow provider.

10.2 Third-Party Escrow (Recommended)

EXR may facilitate an introduction to a licensed third-party escrow provider. Use of any third-party escrow service is subject to the terms, fees, and conditions of that specific provider. EXR is not a party to, and assumes no liability for, any escrow agreement between the parties and a third-party provider.

11. “As-Is” Sales, Warranties & Insurance

11.1 As-Is Sale

All items listed on the EXR platform are sold “AS IS, WHERE IS” following the expiration of the PPI window (or waiver thereof). EXR makes no warranties — express or implied — regarding any listed item, including but not limited to any warranty of merchantability, fitness for a particular purpose, or accuracy of listing content.

11.2 Seller Warranties

Any warranty offered by a Seller for a specific listing is made solely by the Seller and is the Seller’s sole responsibility. EXR makes no representation regarding the validity or enforceability of any Seller-offered warranty.

11.3 Insurance

EXR does not provide insurance of any kind on any listing. Sellers are responsible for maintaining appropriate insurance coverage on their listed asset until legal ownership transfers to the Buyer. Buyers are responsible for securing appropriate insurance coverage at the time of legal ownership transfer.

12. Motorsports Liability & Assumption of Risk

MOTORSPORTS ARE INHERENTLY DANGEROUS. RACE CARS AND HIGH-PERFORMANCE VEHICLES MAY BE MODIFIED FOR COMPETITION USE AND MAY NOT BE STREET LEGAL, ROAD REGISTERED, OR COMPLIANT WITH ANY APPLICABLE SAFETY STANDARDS FOR USE ON PUBLIC ROADS.

BY PURCHASING ANY ITEM THROUGH THE EXR PLATFORM, BUYER EXPRESSLY ACKNOWLEDGES AND ASSUMES ALL RISK OF PROPERTY DAMAGE, PERSONAL INJURY, OR DEATH ARISING FROM OR RELATED TO THE USE, OPERATION, OR OWNERSHIP OF THE PURCHASED ITEM. EXR SHALL NOT BE LIABLE FOR ANY SUCH DAMAGES UNDER ANY THEORY OF LIABILITY.

13. Facilitation Services & Third-Party Vendors

EXR may offer or coordinate facilitation services — including but not limited to escrow coordination, pre-purchase inspections, DMV and title support, photography, transport and shipping, and CARFAX reports — either directly or through our third-party partner network. All facilitation services are provided at additional cost. Fees for facilitation services are separate from and in addition to any Sales Premium earned by EXR. Contact [email protected] for details.

EXR is not a common carrier, freight broker, or insurer. EXR is not responsible in any manner for the services, conduct, performance, or liability of any third-party vendor introduced or referenced through the platform, including but not limited to: photography services, CARFAX reports, pre-purchase inspection providers, escrow services, DMV/title/registration services, transport and shipping providers, and finance providers.

Any dispute arising from services rendered by a third-party vendor is strictly between the User and that vendor.

14. Taxes & Registration

The Buyer is solely responsible for all applicable sales taxes, use taxes, registration fees, and any other governmental charges arising from the purchase of a listed item. EXR does not collect, remit, or advise on taxes or registration fees. Buyers are encouraged to consult with a qualified tax or legal professional regarding their obligations.

15. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXR, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES — INCLUDING LOSS OF PROFITS, LOSS OF DATA, OR LOSS OF GOODWILL — ARISING OUT OF OR RELATED TO YOUR USE OF THE EXR PLATFORM OR ANY TRANSACTION FACILITATED THROUGH IT, EVEN IF EXR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXR’S TOTAL CUMULATIVE LIABILITY TO ANY USER FOR ANY CLAIM ARISING FROM OR RELATED TO THESE TERMS OR THE EXR PLATFORM SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY THAT USER TO EXR IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100).

16. Indemnification

You agree to indemnify, defend, and hold harmless Exclusive Racing, Inc. and its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your use of the EXR platform; (b) your listing content; (c) your violation of these Terms; (d) your violation of any applicable law or regulation; or (e) any dispute between you and another platform user.

17. Dispute Resolution & Governing Law

These Terms are governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles.

Any dispute, claim, or controversy arising out of or relating to these Terms or the EXR platform — including the determination of the scope or applicability of this arbitration agreement — shall be resolved exclusively through final and binding arbitration administered in Napa County, California, before a neutral AAA arbitrator.

By using the EXR platform, you expressly waive your right to a jury trial and your right to participate in any class action, class arbitration, or representative proceeding.

Nothing in this Section shall prevent EXR from seeking injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or enforce its rights under these Terms.

18. Modifications to These Terms

EXR reserves the right to update or modify these Terms at any time. When changes are made, we will update the “Last Updated” date at the top of this page. Continued use of the EXR platform following the posting of any modification constitutes your acceptance of the revised Terms. We encourage you to review this page periodically.

19. Entire Agreement & Severability

These Terms, together with the documents incorporated by reference herein, constitute the entire agreement between you and EXR with respect to your use of the platform and supersede all prior agreements and understandings. If any provision of these Terms is found to be invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.