1. Exclusive Listing & Right to Sell

By submitting a listing to the EXR platform, Seller grants to Exclusive Racing, Inc. the exclusive and irrevocable (subject to the cancellation provisions set forth in Section 4.5 of the Terms of Service and Section 3 of this Agreement) right to offer the listed asset (the “Listing”) for sale on the EXR platform during the active Listing Period. The Listing Period begins upon EXR’s approval of the Listing and continues in successive renewable Listing Periods of three hundred sixty-five (365) days each — subject to the renewal, availability check-in, and archiving provisions set forth in Section 3.8 of this Agreement and Section 4.8 of the Terms of Service — until the Listing is sold, cancelled by Seller in accordance with Section 4.5 of the Terms of Service, or terminated by EXR in accordance with this Agreement or the Terms of Service.

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. Minimum asset value is $15,000. There is no maximum. $0 upfront listing fee. A 5% Sales Premium is earned by EXR only upon a successful sale.

The exclusive right granted herein applies to the following listing formats, as selected by Seller during the listing creation process:

• Hybrid Auction — 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 Listing 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. Seller’s exclusive right includes the right to list and sell by Online Auction, Buy Now, and Make Offer through the EXR platform.
• Direct Sale — A continuous Buy Now/Make Offer listing with no auction periods, running until the Listing sells or the Listing Period expires. Seller’s exclusive right includes the right to list and sell by Buy Now and Make Offer through the EXR platform.

The How It Works pages of the EXR website at https://www.exclusiveracing.com/ are incorporated herein by reference and made a part of this Agreement.

2. Listing Types & Seller Options

2.1 Reserve Auctions (Hybrid Auction Listings Only)

If Seller selects a Hybrid Auction format with a Reserve Auction, a minimum price at which the Listing may be sold (the “Reserve Price”) is established between Seller and EXR prior to the Listing going live. If the Listing receives a high bid meeting or exceeding the Reserve Price, Seller is deemed to have accepted that offer and is obligated to complete the sale with the winning Buyer. In rare cases, at EXR’s sole discretion, the Sales Premium may be adjusted to facilitate a sale where bidding falls short of the Reserve Price. This discretionary adjustment provision is disclosed in accordance with EXR’s Sales Premium structure as referenced in the Terms of Service.

2.2 No-Reserve Auctions (Hybrid Auction Listings Only)

If Seller selects a Hybrid Auction format with a No-Reserve Auction, the Listing shall be sold to the highest qualified bidder regardless of the bid amount. Seller is deemed to have accepted the highest bid and is obligated to complete the sale with the winning Buyer. Once a No-Reserve Auction is live, it cannot be paused or canceled by Seller.

2.3 Buy Now Price (Both Formats)

If Seller establishes a Buy Now Price, Seller is deemed to have accepted any offer meeting or exceeding that price and is obligated to complete the sale with the Buyer. The Buy Now Price is established between Seller and EXR prior to the Listing going live. Buy Now Price may only be adjusted downward during the active Listing Period through the Seller Dashboard.

2.4 Make Offer & Counter-Offer (Both Formats)

Buyers may submit private offers below the Buy Now Price through the EXR platform. When Seller receives a Make Offer, Seller has three choices, each exercised through the platform: Accept, Decline, or submit a Counter-Offer.

If Seller submits a Counter-Offer, the Buyer has seventy-two (72) hours to Accept, Decline, or send a further Counter-Offer back to Seller. 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 72-hour window. Failure to respond within the applicable 72-hour window is treated as a Decline of the offer or Counter-Offer.

Acceptance of a Make Offer or Counter-Offer through the platform constitutes a binding contract under Section 6 of the Terms of Service, automatically triggers the 5% Sales Premium collection in accordance with Section 4 of this Agreement and Section 7.4 of the Terms of Service, and starts the 7-7-72 Transaction Timeline described in Section 8 of the Terms of Service. If Seller accepts a Make Offer or Counter-Offer, Seller is obligated to complete the sale with that Buyer.

Hybrid Auction Carve-Out. For Hybrid Auction Listings, the Make Offer feature — and the Counter-Offer mechanic — is disabled during the 7-day Live Auction window. Both are active during the Live Preview period and during the 7-day Buy Now/Make Offer window between Live Auctions.

2.5 Realistic Pricing Requirement

All listing prices — including asking price, Opening Bid Price (Hybrid Auction listings only), Reserve Price (Hybrid Auction listings only), and Buy Now Price — must be market-realistic and are subject to EXR approval before the Listing goes live. EXR conducts pricing reviews at ninety (90) day intervals on all active listings and shares market intelligence with Seller. Pricing adjustments are at Seller’s discretion, but 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 sales outcome. No fees or Sales Premiums are refunded in the event of cancellation due to unrealistic pricing.

3. Seller’s Obligations

3.1 Accurate & Complete Information

Seller agrees to provide EXR with all information requested with respect to the Listing prior to approval, including but not limited to: accurate technical specifications, ownership history, racing history, condition (including the EXR A–F Condition Rating), known defects or issues, modifications, title status, and any liens or encumbrances. Seller is solely responsible for the accuracy, completeness, and truthfulness of all listing content. Misrepresentation of condition or material omissions are grounds for listing removal, account termination, and financial liability.

3.2 Listing Exclusivity

EXR does not require broad listing exclusivity. The following obligations apply to Seller across all listings:

(a) Anti-Circumvention. Sales to Buyers introduced through EXR — including, without limitation, any Buyer introduced through Seller’s listing, an inquiry, an offer, a Make Offer submission, a bid, or any other platform-generated lead — must close through the EXR platform during the active Listing Period and during the 60-day post-listing lead window described in Section 3.3.

(b) Live Auction Exclusivity (Hybrid Auction Listings Only). During the 7-day Live Auction window of any Hybrid Auction Listing, the asset is strictly exclusive to EXR. Seller shall not list the asset on any other platform, conduct off-platform negotiations, or accept parallel offers from non-EXR channels during the active 7-day Live Auction window. 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 described in subsections (a) and (b) above, the Listing is non-exclusive. Seller is free to list the asset on Racing Junk, marque-specific forums, social media, or any other channel of Seller’s choosing.

3.3 No Circumvention & Off-Platform Sale Consequences

Seller shall not bypass the EXR platform to conclude a sale privately with any Buyer introduced through EXR during the active Listing Period or during the 60-day post-listing lead window described below.

Post-Listing Lead Window — Sixty (60) Days. The anti-circumvention obligation under this Section 3.3 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 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 3.3 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.

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

3.4 Response Obligations

Seller must normally respond to all vetted Buyer inquiries, Make Offer submissions, Counter-Offers, and platform notifications within seventy-two (72) hours. Failure to respond within the applicable 72-hour window with respect to a Make Offer or Counter-Offer is treated as a Decline of the offer or Counter-Offer in accordance with Section 2.4 of this Agreement. EXR reserves the right to accept offers on Seller’s behalf if the offer is equal to or greater than the Reserve Price (Hybrid Auction listings only) or Buy Now Price as established by Seller, provided that EXR has received prior written authorization from Seller via email. Such authorization shall be logged, attached to the listing record, and retained for dispute resolution purposes. Failure to respond within 72 hours may result in listing suspension or account review.

3.5 Proof of Ownership

Upon approval of the Listing, Seller must provide EXR with proof of ownership or right to sell the Listing — including but not limited to a copy of title, registration, certificate of ownership, logbook, consignment agreement, or other documentation substantiating Seller’s right to list and sell the Listing.

3.6 Insurance

Seller is responsible for maintaining appropriate insurance coverage on the Listing until legal ownership transfers to the Buyer.

3.7 Listing Adjustments & Seller Dashboard Controls

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

• Mark as SOLD — Mark the Listing as sold (on or off the platform), subject to the anti-circumvention obligations of Sections 3.2 and 3.3.
• Self-Delete — Delete the Listing, subject to the active-auction and active-offer restrictions described in Section 4.5 of the Terms of Service (cancellation is not permitted during an active 7-day Live Auction or while there is an active, unresolved offer on the Listing).
• 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.

Seller-initiated cancellation (whether by Self-Delete or by request to EXR) does not extinguish the post-listing lead window or anti-circumvention obligations of Sections 3.2 and 3.3.

3.8 Listing Duration, Renewal, Availability & Archiving Obligations

The obligations set forth in this Section 3.8 correspond to the platform mechanics described in Section 4.8 of the Terms of Service and apply uniformly to every Listing.

(a) 365-Day Run-Till-Sold Listing Period. Seller acknowledges and agrees that the Listing runs for an initial Listing Period of three hundred sixty-five (365) days commencing upon publication and continues in successive renewable 365-day Listing Periods until (i) a successful Winning Event, (ii) Seller-initiated cancellation under Section 4.5 of the Terms of Service, (iii) termination by EXR under Sections 4.4 or 4.7 of the Terms of Service, or (iv) archiving under subsection (d) below.

(b) Renewal Confirmation. At the end of each Listing Period, Seller is responsible for confirming renewal via the one-click link provided to Seller’s email address on file. Seller acknowledges that (i) there is no renewal fee, relisting fee, reactivation fee, or other charge associated with continuation of an active Listing; (ii) EXR reserves the right to decline renewal of a Listing that no longer meets marketplace standards under Section 4.4 of the Terms of Service or the realistic pricing requirement under Section 2.5 of this Agreement and Section 4.7 of the Terms of Service; and (iii) failure to confirm renewal within the 14-day grace period described in subsection (d) below will result in archiving of the Listing.

(c) 90-Day Availability Check-Ins. At ninety (90) day intervals during each Listing Period, EXR will send Seller a brief availability confirmation request (“Still available?”) to Seller’s email address on file. Seller is responsible for providing a one-click acknowledgment confirming that the Listing remains active and the asset has not been sold or otherwise disposed of outside the platform. For the avoidance of doubt, these 90-day availability check-ins are separate and distinct from (i) the 72-hour response requirement applicable to vetted Buyer inquiries, Make Offer submissions, and Counter-Offers under Section 3.4, and (ii) the 90-day pricing reviews described in Section 2.5 of this Agreement and Section 4.7 of the Terms of Service.

(d) Failure to Respond; 14-Day Grace Period; Archiving. Seller acknowledges and agrees that the Listing will be moved to an inactive archive if: (i) Seller fails to acknowledge three (3) consecutive 90-day availability check-ins, or (ii) 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. Seller may reactivate an archived Listing at any time 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 2.5 of this Agreement, and EXR’s approval under Section 4.4 of the Terms of Service. There is no reactivation fee. Upon reactivation, a new 365-day Listing Period commences and this Agreement remains in full force and effect.

(f) Continuation of Exclusivity and No-Circumvention Obligations. Seller’s exclusivity obligations under Section 3.2 and no-circumvention obligations under Section 3.3 continue to apply throughout the entire Listing Period, including during any 14-day grace period and up to the moment the Listing is moved to archive, and continue throughout the 60-day post-listing lead window. A Seller who concludes an off-platform sale of an asset previously introduced to a Buyer through EXR remains subject to the full Sales Premium obligation under Section 3.3 regardless of the Listing’s active, grace, archived, or cancelled status during such windows, in accordance with Section 4.8(g) of the Terms of Service.

(g) Sales Premium; No Other Platform Fees. Seller acknowledges that EXR does not charge any upfront listing fee, renewal fee, reactivation fee, or periodic platform fee. The 5% Sales Premium described in Section 4 of this Agreement is EXR’s sole transactional compensation and is earned only upon a successful Winning Event.

4. Fees & Sales Premium

Seller fees are governed by the Marketplace Process and How It Works pages of the EXR website, incorporated herein by reference, and by the selections made by Seller during the listing creation process. The following summarizes the applicable fee structure:

• $0 Upfront Listing Fee — Always. No fee of any kind is charged at the time of submission, approval, renewal, reactivation, or relisting.
• 5% Sales Premium — Earned Only on a Successful Sale. A 5% Sales Premium is earned by EXR only upon a successful Winning Event, calculated as follows:
  • Sales of $15,000 to $149,999: 5% with a $750 minimum
  • Sales of $150,000 to $749,999: 5% capped at $7,500
  • Sales of $750,000 and above: 1% with no cap

  Full calculation details and worked examples are available on the Marketplace Process page and in Section 7 of our Terms of Service.

• Premium Structure — Seller’s Choice. Seller selects the Sales Premium structure during listing creation:
  • Buyer’s Premium (Platform Default) — The Buyer pays the full 5%; Seller pays nothing and retains 100% of the sale price.
  • Split Premium — The Buyer and Seller each pay 2.5%.
  • Seller’s Premium — The Seller pays the full 5%; the Buyer pays nothing.

If Seller takes no action during listing creation, the Buyer’s Premium structure applies by default.

EXR may collect the Sales Premium from Buyer or Seller (or both, in the case of Split Premium) in accordance with the structure selected by Seller. Full details are available on the Marketplace Process page and in our Terms of Service.

The Sales Premium is collected only upon a successful sale and is non-refundable except as outlined in Section 9 of our Terms of Service.

5. Seller Default & Liability

5.1 Off-Platform Sales

If Seller withdraws the Listing or sells the Listing outside of the EXR platform during the active Listing Period — or during the 60-day post-listing lead window described in Section 3.3 — in violation of Sections 3.2 and 3.3, Seller will be charged the full Sales Premium as calculated in Section 3.3. Said amount will be charged to Seller’s payment method on file regardless of which premium option (Buyer’s, Split, or Seller’s) was originally selected.

5.2 Failure to Deliver

If Seller fails to make the Listing available to Buyer within seventy-two (72) hours of confirmed receipt of full payment (the “Delivery Period”), Seller shall be in default under this Agreement and shall be obligated to pay to EXR, as liquidated damages, any amount that EXR determines in its sole discretion to refund to Buyer — including without limitation any fee, administrative charge, or other expense incurred by EXR in order to issue such refund. Seller and EXR agree and acknowledge that it would be difficult to ascertain the precise amount of damages incurred by EXR due to Seller’s default and that the liquidated damages provided for herein are a reasonable estimate of those damages. EXR is authorized to charge any amount referenced in this Section against Seller’s payment method on file, in addition to the chargeback of the full Sales Premium pursuant to Section 9.3 (Exception 3) of the Terms of Service.

5.3 Buyer Default

In the event that Buyer defaults following a completed Winning Event, EXR shall not be liable for any such default by Buyer. No amount paid by Seller in connection with the Listing will be returned to Seller on the basis of Buyer’s default, except as expressly outlined in the refund provisions of Section 9 of the Terms of Service.

6. EXR’s Role & Disclaimers

EXR acts solely as a marketplace facilitator. EXR is not a party to any transaction between Buyer and Seller and does not act as an escrow agent, title company, attorney, appraiser, or any other expert. Seller has been expressly advised to seek independent advice from an attorney and any other expert of Seller’s choosing regarding this Agreement and all matters relating to the sale of the Listing.

EXR’s sole obligation is to use commercially reasonable efforts to facilitate the sale of the Listing during the active Listing Period. EXR makes no warranty or guarantee that the Listing will be sold or that any particular revenue will be derived therefrom.

EXR shall not be liable for any loss suffered by Seller relating to the Listing, including but not limited to a Buyer refusing to enter into a sales agreement, failing to tender full payment, or otherwise not completing a purchase. EXR shall not be charged with the custody, management, maintenance, security, insuring, or repair of any Listing.

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 ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SALE OR ATTEMPTED SALE OF ANY LISTING ON THE EXR PLATFORM.

7. Representations & Warranties of Seller

Seller represents and warrants that:

• Seller has all appropriate consents, approvals, and authority to enter into this Agreement
• Seller has all appropriate ownership rights, licenses, permits, titles, and authorizations required by law to list and sell the Listing
• Seller’s title to the Listing is marketable, insurable, and free of all liens and encumbrances — or, where Seller has disclosed a branded title, lien holder’s possession, or other adverse title condition to EXR prior to listing, Seller has fully and accurately disclosed all such conditions, and Seller will provide means to obtain a lien-free title or will deliver title in the condition disclosed
• Seller has full power, right, and authority to convey title to the Listing to the Buyer, free and clear of all liens and encumbrances (subject to disclosed exceptions)
• There are no defects in title or other outstanding contracts or agreements for the sale of the Listing
• If the Listing has any material defect, Seller has communicated same to EXR, and EXR is authorized to disclose such defects and any other material information to potential Buyers
• The Listing can be sold without violation of any federal, state, or other applicable law or regulation
• All information provided to EXR with respect to the Listing is true, complete, and correct

8. Indemnification

Seller agrees to indemnify, defend, and hold harmless Exclusive Racing, Inc. and its successors, assigns, licensees, owners, officers, employees, and agents from and against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or resulting from:

• Any breach by Seller of any representation, warranty, or obligation under this Agreement
• Any failure to disclose ownership rights, title defects, security interests, or known or hidden material defects in the Listing
• Any inaccurate or incomplete information provided by Seller relating to the Listing
• Any failure by Seller to complete a sale with a qualified Buyer in accordance with this Agreement
• Any inspection, advertising, or marketing of the Listing

Seller will give prompt notice to EXR of any correspondence or actual or threatened lawsuit or legal action that may give rise to liability under this Section.

9. Intellectual Property & Media License

By uploading photos, videos, or any other content in connection with a Listing, Seller grants to 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 such 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. This license survives the termination of this Agreement for any reason.

Seller represents and warrants that Seller owns or has all necessary rights to any content uploaded, and that such content does not infringe upon the intellectual property rights of any third party. Seller shall defend and indemnify EXR against any claims alleging the wrongful use of any copyrighted materials provided by Seller in connection with any Listing.

10. Governing Law & Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to its conflict of law principles.

Any dispute, claim, or controversy arising out of or relating to this Agreement shall be resolved exclusively through final and binding arbitration in accordance with the then-existing rules of the American Arbitration Association (“AAA”), before a neutral arbitrator located in Napa County, California. The arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Agreement.

Seller expressly waives the right to a jury trial and the right to participate in any class action, class arbitration, or representative proceeding in connection with any claim arising under this Agreement.

Except as specifically provided under this Agreement, the AAA rules, or applicable law, each party shall bear its own costs, expenses, and attorneys’ fees in connection with any claim.

In the event the arbitration agreement herein is found not to apply, Seller irrevocably submits to the jurisdiction of the courts of the State of California.

11. Notices

All notices required or permitted under this Agreement shall be given in writing and delivered by one of the following methods: personal delivery; certified mail, return receipt requested, postage prepaid; or overnight courier (e.g., FedEx, UPS, DHL).

Notices to EXR shall be sent to: Exclusive Racing, Inc. 1401 21st Street, Suite R Sacramento, CA 95811 Email: [email protected]

Notices to Seller shall be sent to the address provided by Seller upon registration on the EXR platform.

12. Severability

If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining terms and provisions shall remain in full force and effect and shall not be affected or invalidated in any way. The parties shall use their best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by the invalid or unenforceable term or provision.

13. Entire Agreement

This Agreement, together with the EXR Terms of Service, Terms & Conditions, Buyer Agreement, Privacy Policy, Accessibility Policy, and How It Works (All Sections) pages — all incorporated herein by reference — constitutes the entire agreement between EXR and Seller with respect to the subject matter hereof and supersedes all prior agreements, representations, and understandings. No further warranties, representations, or promises, oral or written, are made or form part of this Agreement.

Related Policies & Agreements