1.1 Platform Identity. Express Vehicle Locators ("EVL") operates the WS Exchange as a neutral vehicle transaction coordination platform. EVL is NOT a licensed motor vehicle dealer, auctioneer, broker, buyer, seller, or financial institution in connection with any transaction on this platform. EVL provides coordination, documentation, verification, and administrative services only.
1.2 Dealer Acknowledgment. By executing this Agreement, Dealer confirms they hold a valid motor vehicle dealer license in their state of operation, are in good standing with their state DMV and SOS, and have full legal authority to transact on this platform.
1.3 No Fund Holding. EVL does not hold, escrow, transfer, or take custody of any transaction funds at any time. All payments are made directly between the Issuing Dealer and the Buying Dealer. EVL's platform fee is invoiced separately and independently of the vehicle transaction.
Upon vehicle listing, the Issuing Dealer grants a 48-hour exclusive hold period to the first qualified Buying Dealer who meets or exceeds the reserve price. During this window, no other bids are accepted. The hold is binding on the ID — the vehicle may not be sold to any other party during Phase 1.
If Phase 1 does not result in a closed deal, the vehicle enters Phase 2 — an open auction available to all approved WS Exchange dealers. The highest bid above reserve wins. EVL issues the Transaction ID and Release Code upon auction close.
Upon auction close, the Buying Dealer shall wire or present a business check for the full agreed purchase price directly to the Issuing Dealer. The Release Code will not be issued until the Issuing Dealer confirms receipt of payment. EVL is not responsible for verifying payment — that responsibility rests entirely with the Issuing Dealer.
EVL coordinates vehicle transfer through the Off-Ramping Protocol — a documented 9-point photo inspection of the vehicle including: all exterior panels, glass, lights, interior, odometer, VIN plate, and keys. Both the Issuing Dealer's representative and the EVL porter sign the Off-Ramping Protocol. Upon porter signature, condition liability shifts to the Buying Dealer's custody.
3.1 Arbitration Window. A 48-hour arbitration window begins upon Buying Dealer's physical receipt of the vehicle. During this window, the Buying Dealer may file a title arbitration claim for: active liens not disclosed, title brands not disclosed (salvage, flood, frame), or odometer fraud. No mechanical claims are accepted under any circumstances.
3.2 EVL as Neutral Referee. In the event of a dispute, EVL presents documented facts only — the Off-Ramping Protocol photos, PITPO certification results, and transaction records. EVL does not determine fault. Documentation is final. EVL's determination of documented facts is binding on both parties.
3.3 Mandatory Binding Arbitration. All disputes arising from or related to this Agreement shall be submitted to binding arbitration under the American Arbitration Association Commercial Rules before any litigation. Arbitration shall take place in Collin County, Texas.
3.4 Governing Law. This Agreement is governed exclusively by the laws of the State of Texas. Exclusive jurisdiction and venue for all disputes is Collin County, Texas.
4.1 Platform Fee. The Issuing Dealer agrees to pay EVL a platform coordination fee of $295.00 USD per closed transaction. This fee is invoiced by EVL within 24 hours of deal close and is due net-30 from invoice date.
4.2 Porter Excise. The Issuing Dealer further agrees to pay a porter excise fee of $100.00 USD per transaction, representing compensation to the porter for vehicle transport and Off-Ramping Protocol execution. This replaces the auction transport cost the ID would otherwise pay.
4.3 Buying Dealer Fees. The Buying Dealer pays no EVL platform fee. The Buying Dealer is responsible for all costs associated with vehicle licensing, registration, sales tax, and transport from the designated pickup point.
4.4 Late Payment. Platform fees unpaid after net-30 accrue interest at 1.5% per month. EVL reserves the right to suspend platform access for accounts 60+ days past due.
4.5 Non-Circumvention. Dealer agrees not to use EVL-introduced dealer contacts, vehicle intelligence, or platform relationships to transact outside the EVL platform for a period of 12 months from introduction. Violation results in liquidated damages equal to the full platform fee plus 100% penalty plus all attorneys' fees.
Dealer represents and warrants that: (a) they hold a valid, current, and unsuspended motor vehicle dealer license; (b) all vehicles listed are free of undisclosed liens unless disclosed in writing; (c) all vehicle condition representations are accurate to the best of Dealer's knowledge; (d) Dealer has full legal authority to sell any vehicle listed; (e) Dealer is not currently under investigation by any state DMV or regulatory authority.
EVL's liability in connection with any transaction shall not exceed the platform fee paid for that specific transaction. EVL is not liable for: vehicle condition issues, payment disputes between dealers, title issues not identified in PITPO, transport damage after Off-Ramping Protocol signature, or any consequential, indirect, or punitive damages.
EVL reserves the right to suspend or permanently revoke platform access for: misrepresentation of vehicle condition, failure to pay platform fees, circumvention of the platform, filing of fraudulent arbitration claims, or any conduct that undermines the integrity of the WS Exchange.
| Description | Qty | Rate | Amount |
|---|---|---|---|
| WS Exchange Platform Onboarding — Annual Access | 1 | $0.00 | $0.00 |
| Platform Agreement Execution & Documentation | 1 | $0.00 | $0.00 |
| TOTAL DUE | $0.00 USD | ||