Terms & Conditions

Last updated: March 24, 2026

CarDoor Inc. (“CarDoor,” “we,” “our,” “us”)

These Terms & Conditions (the “Terms”) govern your access to and use of the CarDoorX wholesale marketplace (the “Platform”) owned and operated by CarDoor Inc. By creating an account, clicking “I Agree,” bidding, placing a Buy Now order, submitting a Market Check response, or otherwise using the Platform, you (“Dealer,” “you,” “your”) agree to these Terms.

1. Eligibility; Account & Authority

1.1. Eligibility

You must be a properly licensed motor vehicle dealer, able to buy and sell motor vehicles in your jurisdiction. For dealers operating in Ontario, Canada, you must hold a valid registration with the Ontario Motor Vehicle Industry Council (OMVIC) and comply with the Motor Vehicle Dealers Act, 2002 (MVDA). Membership or affiliation with the Used Car Dealers Association of Ontario (UCDA) is encouraged but not required.

1.2. Authority

The individual accepting these Terms represents and warrants that they have the legal authority to bind the Dealer to these Terms. If you are accepting on behalf of a corporation, partnership, or other legal entity, you represent that you have the power to do so.

1.3. Account

You must keep your business name, address, OMVIC registration number, Registered Identification Number (RIN), HST number, tax, and banking information current and accurate at all times. You are responsible for safeguarding your login credentials and for all activity that occurs under your account. Notify us immediately at [email protected] if you suspect unauthorized access.

2. Fees; Optional Services

2.1. Buyer Fees

CarDoor charges $0 (zero) Buyer Fees for purchases made through the Platform.

2.2. Optional Services

Transport, title rush/administration, storage, and other ancillary services may carry fees that will be disclosed on every Bill of Sale. You will have the opportunity to review all applicable fees before completing a transaction.

3. Vehicle Listings

3.1. Landed Vehicles

Vehicles listed on the Platform as “Landed” are vehicles owned by CarDoor. These vehicles are available for sale to the highest bidder and may display a Buy Now price. Clicking Buy Now forms a binding purchase at that price, subject to these Terms. Bidding on a Landed vehicle may result in you becoming the highest bidder, which forms a binding purchase at that price, subject to these Terms.

3.2. Incoming Vehicles

Vehicles may be listed as “Incoming,” meaning the Dealer can express interest in the vehicle and provide a non-binding indication of interest. Incoming vehicles are not yet owned by CarDoor. Once CarDoor converts an Incoming vehicle to a Landed vehicle, you will be contacted to confirm your offer to purchase. CarDoor will make these vehicles available as Landed and the Dealer bidding the highest price will form a binding purchase at that price, subject to these Terms. If CarDoor issues a Bill of Sale for your firm offer, the transaction is binding.

3.3. Proxy Bidding

The Platform supports proxy bidding. When you enter a maximum bid amount, the system will automatically bid on your behalf in predefined increments up to your maximum. Each proxy bid placed is binding — you are committing to purchase the vehicle at any price up to and including your maximum bid amount if you are the winning bidder.

3.4. Bid Increments

Bids must meet or exceed the posted minimum bid increment for each auction. Bid increments are set by CarDoor and displayed on each listing. CarDoor reserves the right to adjust bid increment amounts at any time.

3.5. Binding Nature of Bids

All bids placed on the Platform are legally binding offers to purchase. Once a bid is submitted, it cannot be retracted or reduced except in limited circumstances at CarDoor's sole discretion. Failure to honour a winning bid may result in account suspension, penalties, or termination.

3.6. No Shill Bidding or Collusion

You will not engage in collusive or deceptive bidding practices. You will bid and buy only with genuine intent to purchase. Shill bidding, bid manipulation, or any form of auction interference is strictly prohibited and will result in immediate account termination.

4. Condition Reports; Disclosures

4.1. CR Standard

Each vehicle will be inspected by CarDoor at our facilities before delivery to the dealer. The Condition Report (CR) will include, but is not limited to, the items identified in Schedule B of these Terms.

4.2. As-Is Sale

All vehicles are sold “as-is, where-is” with disclosures per the Condition Report and listing notes. CarDoor makes no representations or warranties of any kind, express or implied, regarding the fitness, merchantability, or condition of any vehicle beyond what is expressly stated in the CR. You acknowledge that as a licensed dealer, you have the expertise to evaluate vehicle condition independently.

4.3. Inspection Windows

Any inspection privileges will be as stated on the listing. Unless otherwise specified, purchases are not contingent on post-sale inspection.

5. Contract Formation; Title; Payment

5.1. Formation

A binding purchase occurs when you click Buy Now, when your bid is the winning bid at auction close, or when you sign a Bill of Sale — whichever occurs first.

5.2. Payment

You must settle payment within 2 business days of purchase by Electronic Funds Transfer (EFT) or Certified Cheque. Late settlement may incur storage fees, cancellation of the transaction, or suspension of your account. All amounts are in Canadian Dollars (CAD) unless stated otherwise.

5.3. Title & Lien

For owned units, CarDoor conveys good title free and clear of encumbrances. Any registered liens will be satisfied at or before settlement. CarDoor will provide all required title transfer and assignment documentation.

5.4. Electronic Documents

Electronic bills of sale (BOS), assignment documents, and other e-sign materials are valid and legally binding. You agree that electronic communications and e-signatures have the same legal effect as physical originals.

5.5. Taxes

All applicable taxes, including HST, are the Dealer's responsibility. CarDoor will charge and remit HST as required by law. Dealers are responsible for any additional provincial or federal taxes applicable to their jurisdiction.

6. Transport; Risk of Loss; Storage

6.1. Transport

You may arrange your own transport or request CarDoor-arranged transport, subject to fees outlined in Schedule C.

6.2. Risk of Loss

Risk of loss and damage transfers to you upon pickup by your carrier or upon delivery to your location, as applicable. CarDoor is not responsible for damage occurring during transport arranged by the Dealer.

6.3. Storage

Storage charges may apply if pickup or delivery windows are missed. Rates will be communicated in advance and reflected on your invoice.

7. Confidentiality & Non-Circumvention

7.1. Confidential Information

The Condition Reports, pricing data, seller details, bid information, requests/responses, Platform screens, and any non-public documents are CarDoor Confidential Information. You shall not copy, disclose, or use such information except to evaluate or complete a Platform transaction.

7.2. Non-Circumvention

For 180 days after first introduction of a vehicle via the Platform, you shall not circumvent CarDoor to transact directly with that seller or the consumer source.

7.3. Injunctive Relief

Breach of this Section causes irreparable harm; CarDoor may seek injunctive relief in addition to any other remedies available at law or in equity.

8. Arbitration & Dispute Resolution

8.1. Incorporation

CarDoor's Arbitration Rules, set out in Schedule A, are incorporated into these Terms by reference.

8.2. Arbitration Window

You must open any arbitration within 48 hours of (i) taking possession or (ii) delivery to your location, whichever occurs first.

8.3. Scope

Only material, undisclosed discrepancies versus the Condition Report or listing are arbitrable. Normal wear and tear and items disclosed in the CR are not arbitrable.

8.4. Process & Remedies

File a dispute via direct contact with CarDoor-designated employees. We target adjudication within 2 business days. Remedies are limited to repair credit, price adjustment, or unwind, as detailed in Schedule A. Funds/vehicle release or unwind will follow the decision.

8.5. Exclusive Remedy

The Schedule A remedies are your sole and exclusive remedy for condition-related disputes arising from Platform transactions.

9. Prohibited Conduct

You will not:

• (a) Misrepresent your identity, dealer licensing status, or OMVIC registration;

• (b) Reverse engineer, scrape, crawl, or use automated means to access the Platform;

• (c) Interfere with auctions, other users, or the Platform's operation;

• (d) Upload malware, viruses, or any harmful code;

• (e) Use the Platform to harass, discriminate against, or defame any person;

• (f) Violate any applicable federal, provincial, or municipal law or regulation; or

• (g) Attempt to access accounts, data, or systems not belonging to you.

10. Privacy; Communications

10.1. Privacy

We process personal information in accordance with our Privacy Policy, which is incorporated into these Terms by reference.

10.2. Communications Consent

You consent to receive operational emails and SMS communications, including but not limited to outbid notices, auction status updates, settlement reminders, and transport updates. Marketing communications will follow applicable consent rules under Canada's Anti-Spam Legislation (CASL) and you may opt out at any time.

11. Intellectual Property

The Platform, its software, design, CR templates, photographs, and all related materials are the intellectual property of CarDoor Inc. or its licensors. You receive a limited, revocable, non-exclusive, non-transferable license to access and use the Platform solely for the purpose of purchasing vehicles as a registered dealer. You may not reproduce, distribute, modify, create derivative works of, or otherwise exploit any content from the Platform without our prior written consent.

12. Warranties; Disclaimers

Except as expressly stated in these Terms, the Platform, all listings, Condition Reports, and related services are provided on an “AS IS” and “AS AVAILABLE” basis. To the maximum extent permitted by applicable law, CarDoor disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. CarDoor does not warrant that the Platform will be uninterrupted, error-free, or free of viruses or other harmful components.

13. Limitation of Liability

To the maximum extent permitted by law, CarDoor's aggregate liability arising out of or relating to these Terms or your use of the Platform shall not exceed the total optional service fees (if any) paid by you to CarDoor in the six (6) months preceding the claim. In no event shall CarDoor be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, lost revenue, loss of data, or business interruption, regardless of the theory of liability.

14. Indemnification

You agree to indemnify, defend, and hold harmless CarDoor Inc., its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) your breach of these Terms; (b) your use of the Platform; (c) any transaction completed through the Platform; (d) your violation of any applicable law or regulation; or (e) your violation of any third-party rights.

15. Suspension; Termination

We may suspend or terminate your access to the Platform at any time, with or without notice, for non-payment, fraud or suspected fraud, abusive behavior, repeated arbitration breaches, or violation of these Terms. You may terminate your account by contacting us at [email protected]. Termination does not affect obligations arising from transactions completed prior to termination, including payment obligations, confidentiality obligations, and indemnification duties.

16. Changes to Terms

We may update these Terms from time to time. We will notify you of material changes by posting the revised Terms on the Platform and/or by email to the address associated with your account. Your continued use of the Platform after the effective date of revised Terms constitutes your acceptance of such changes. If you do not agree with the revised Terms, you must discontinue use of the Platform.

17. Governing Law; Venue

These Terms are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles. The courts of Toronto, Ontario have exclusive jurisdiction for injunctive relief and non-arbitrable matters. You irrevocably submit to the exclusive jurisdiction of such courts and waive any objection to venue.

18. Notices; E-Sign

We will send notices to the email address on file for your account. You agree that electronic communications, including emails, in-platform notices, and e-signatures, have the same legal effect as physical originals and satisfy any requirement that such communications be in writing.

19. Severability

If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

20. Entire Agreement

These Terms (including Schedules A through C) constitute the entire agreement between you and CarDoor regarding your use of the Platform and supersede all prior proposals, agreements, representations, and understandings on the same subject matter.

Schedule A — Arbitration Rules

CarDoor will conduct extensive inspection at our facility on all vehicles sold to participating dealers. Our goal is to deliver vehicles that meet or exceed our dealers' expectations.

• Arbitrable only for objective, material discrepancies versus the Condition Report or listing.

• Non-arbitrable: normal wear and tear; minor cosmetics; tires at or above CR minimums; small leaks/sweats; bulb/sensor intermittent faults unless the CR stated “no lights.”

• Process: Dealer opens case → adjudication target ≤ 2 business days → remedy decision → funds/vehicle released or unwind executed.

CarDoor may update the Arbitration Rules from time to time; the version in effect at the time the Bill of Sale is issued shall apply to that transaction.

Schedule B — Condition Report Standard (Minimum)

• Photos: Stills with key angles (corners, rockers, roof, engine bay); dash/cluster; VIN plate.

• OBD Snapshot: Stored diagnostic trouble codes where accessible.

• Tires / Brakes: Tread depth and pad/rotor condition estimates.

• Paint / Body: Meter samples where available; disclosed panels; dent/scratch notes.

• Mechanical / Features: Notable defects and tested features.

• History: Carfax or equivalent vehicle history summary.

Schedule C — Fees (Dealer)

• Buyer Fee: $0.

• Optional Services (if requested): Pricing disclosed at time of purchase (e.g., delivery fee if dealer requests delivery versus pick-up).

• Currency: CAD unless stated otherwise.

Contact Information

If you have any questions about these Terms & Conditions, please contact: