Terms & Conditions

Last updated: August 18, 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 to the Terms and Conditions,” viewing vehicle inventory, placing a bid, submitting an offer, 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 completed purchases made through the Platform.

2.2. Optional Services

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

3. Vehicle Listings; Consumer Direct and Buy Now

3.1. Listing Types

The Platform may include different listing types, including “Consumer Direct” listings and “Buy Now” listings. CarDoor may identify listing type, bid status, offer status, expiry time, acceptance status, and transaction status through listing labels, buttons, colour codes, system messages, emails, SMS messages, or other interface cues.

A Consumer Direct listing is a consumer vehicle listing made available to Dealers for offer submission before CarDoor confirms whether the vehicle can be acquired and sold through the Platform. A Consumer Direct listing may not be owned, possessed, titled, or fully controlled by CarDoor at the time it is displayed. Submission of an offer on a Consumer Direct listing does not guarantee that a transaction will be completed.

A Buy Now listing is a consumer vehicle listing for a vehicle that CarDoor has purchased, inspected and is available immediately for sale at a specified price. Dealers can acquire the vehicle immediately by agreeing to the Buy Now price displayed for that vehicle.

3.2. Listed Vehicles and Listing Information

Listings may display vehicle information, photographs, starting bid amounts, offer fields, offer or auction expiry times, condition notes, availability indicators, and other information CarDoor makes available. CarDoor may update, correct, withdraw, relist, or remove any listing at any time, including where listing information changes, the vehicle becomes unavailable, the vehicle condition changes, title or lien concerns arise, required documentation cannot be completed, or CarDoor determines that the transaction should not proceed.

3.3. Consumer Direct Listings; Offers

For Consumer Direct Listings, the Platform may allow you to submit the highest amount you are prepared to pay for the vehicle if CarDoor is able to confirm and complete the transaction. Each submitted Consumer Direct offer is a binding, irrevocable offer by the Dealer to purchase the vehicle at the submitted amount, subject to CarDoor acceptance and transaction confirmation under these Terms.

Unless a listing states otherwise, each Consumer Direct offer remains open for acceptance until the offer period expires and for an additional two (2) business days after expiry. CarDoor may accept, reject, decline to proceed with, or request confirmation or modification of any Consumer Direct offer at its discretion. A Consumer Direct offer does not obligate CarDoor to sell the vehicle, does not guarantee that the vehicle will be available, and does not create a completed purchase unless and until CarDoor confirms the transaction and issues a Bill of Sale, invoice, payment instruction, or other written transaction confirmation.

3.4. Buy Now Listings

For Buy Now listings, there is no defined auction window and no competition. Each vehicle has an available “Buy Now” price. If a Dealer wants the vehicle, click the “Buy Now” button and the vehicle is yours.

3.5. Binding Nature of Bids and Offers

All Consumer Direct and Buy Now offers placed or submitted through the Platform are legally binding offers to purchase in accordance with the applicable listing type. Once submitted, any Consumer Direct or Buy Now offer cannot be retracted, reduced, or cancelled except in limited circumstances approved by CarDoor at its sole discretion. Failure to honour an accepted Consumer Direct offer, Buy Now request or confirmed transaction may result in account suspension, penalties, transaction cancellation, or termination.

3.6. No Shill Bidding, Collusion, or Offer Manipulation

You will not engage in collusive, deceptive, speculative, or manipulative bidding or offer practices. You will bid, offer, and buy only with genuine intent and authority to purchase. Shill bidding, bid manipulation, offer manipulation, direct or indirect auction interference, or any attempt to distort Platform pricing or availability is strictly prohibited and may result in immediate account termination.

4. Condition Reports (“CR”); Disclosures

4.1. Listing Information; Preliminary Information; Final CR

Listing information may be based on information available to CarDoor at the time of listing, including vehicle history data, photographs, consumer-provided information, third-party data, CarDoor observations, and other available sources. For Consumer Direct Listings, initial listing information may be preliminary and subject to verification, update, correction, withdrawal, or cancellation before a transaction is confirmed.

Each completed Platform purchase will be inspected by CarDoor before delivery to the Dealer. The final CR will include, but is not limited to, the items identified in Schedule B of these Terms and Conditions. The final CR and listing notes applicable at the time of transaction confirmation will govern condition-related arbitration rights under these Terms.

4.2. As-Is Sale

All vehicles are sold “as-is, where-is” with disclosures per the applicable CR 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 applicable CR and listing notes. 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 or transaction confirmation. Unless otherwise specified, purchases are not contingent on post-sale inspection.

4.4. Corrections; Material Changes

CarDoor may correct listing information, update disclosures, revise the CR, withdraw a vehicle, cancel a listing, or decline to complete a transaction if CarDoor determines that the available information is inaccurate, incomplete, outdated, or materially changed. If a material change is identified before transaction confirmation, CarDoor may cancel the pending transaction, request a revised offer, relist the vehicle, or proceed only if CarDoor and the Dealer agree to updated terms.

5. Contract Formation; Transaction Confirmation; Title; Payment

5.1. Transaction Confirmation

For purposes of these Terms, a transaction is confirmed only when CarDoor communicates acceptance and issues or provides a Bill of Sale (“BOS”), invoice, payment instruction, purchase confirmation, or other written transaction confirmation. Until transaction confirmation occurs, CarDoor has no obligation to sell or deliver a vehicle, convey title, complete documentation, or make the vehicle available for pickup or delivery.

5.2. Consumer Direct Formation

For Consumer Direct listings, your submitted Consumer Direct offer is a binding offer by you to purchase the vehicle at the submitted amount if CarDoor accepts the offer and confirms the transaction. No completed purchase, title obligation, payment obligation, delivery obligation, or right to acquire the vehicle arises merely because a Consumer Direct Listing is displayed, an offer period expires, your offer is the highest offer, or your offer is otherwise identified as pending, leading, selected, or under review.

A Consumer Direct transaction is not complete unless and until CarDoor confirms acceptance and issues a BOS, invoice, payment instruction, purchase confirmation, or other written transaction confirmation. Upon transaction confirmation, the Consumer Direct transaction will be treated as a completed Platform purchase for purposes of payment, title, transport, inspection, arbitration, dispute resolution, risk of loss, taxes, optional service fees, and all other post-sale obligations under these Terms.

Upon CarDoor request, you must promptly execute, accept, or otherwise complete any BOS, assignment, tax, registration, payment, delivery, or other transaction documents required to complete a confirmed Consumer Direct transaction.

5.3. Buy Now Formation

For Buy Now listings, a binding purchase price offer is formed when you click the “Buy Now” button and then click again to confirm your request.

5.4. Payment

You must settle payment within two (2) business days of transaction confirmation unless CarDoor provides different written payment instructions. Payment must be made by Electronic Funds Transfer (EFT) or via the “Pay Bill” feature available in online banking from most banks. Repeated late settlement may incur storage fees, transportation fees, cancellation of the transaction, or suspension of your account. All amounts are in Canadian Dollars (CAD) unless stated otherwise.

5.5. Title & Lien

For completed Platform purchases, CarDoor will convey or arrange conveyance of good title free and clear of encumbrances, subject to these Terms and the applicable transaction documents. Any registered liens that CarDoor has agreed to discharge will be satisfied at or before settlement. CarDoor will provide or arrange the required title transfer and assignment documentation for completed Platform purchases. No title or lien discharge obligation applies to any Consumer Direct Listing unless and until the transaction is confirmed.

5.6. Electronic Documents

Electronic BOS, assignment documents, purchase confirmations, invoices, payment instructions, 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.

5.7. 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.

5.8. Cancellation or Non-Completion Before Transaction Confirmation

CarDoor may cancel, decline, or fail to complete any listing, bid, offer, or proposed transaction before transaction confirmation for any reason, including vehicle unavailability, seller non-completion, inaccurate listing information, material condition changes, title or lien issues, documentation issues, compliance concerns, suspected fraud, operational constraints, or any other issue that CarDoor determines may affect completion of the transaction. In such circumstances, neither CarDoor nor the Dealer will have any obligation to complete the transaction unless CarDoor has already issued transaction confirmation.

6. Transport; Risk of Loss; Storage

6.1. Transport

Vehicles must be picked up within two (2) business days of purchase or within two (2) business days after CarDoor notifies you that the vehicle is ready for pickup or delivery, whichever is later, unless CarDoor provides different written instructions. You may arrange your own transport or request CarDoor-arranged transport, subject to fees outlined in Schedule C or otherwise disclosed on the applicable BOS, invoice, or transaction confirmation.

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, delivery, settlement, or documentation windows are missed. Rates will be communicated in advance or reflected on your invoice.

7. Confidentiality & Non-Circumvention

7.1. Confidential Information

The CRs, pricing data, seller details, consumer source details, bid information, offer information, requests and responses, Platform screens, listing data, transaction status, and any non-public documents or communications are CarDoor Confidential Information. You shall not copy, disclose, or use such information except to evaluate or complete a Platform transaction in accordance with these Terms.

7.2. Non-Circumvention

For 180 days after first introduction of a vehicle, seller, consumer source, or transaction opportunity via the Platform, you shall not circumvent CarDoor to transact directly or indirectly with that seller, consumer source, or any person or entity connected to the introduced vehicle or opportunity. This restriction applies to Auction Listings, Consumer Direct Listings, completed transactions, cancelled transactions, expired listings, withdrawn listings, and listings or offers that do not result in a completed transaction.

7.3. Injunctive Relief

Breach of Section 7.2 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

For completed Platform purchases, including confirmed Consumer Direct transactions, you must open any arbitration within forty-eight (48) hours of (i) taking possession or (ii) delivery to your location, whichever occurs first.

8.3. Scope

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

8.4. Process & Remedies

File a dispute via direct contact with CarDoor-designated employees. We target adjudication within two (2) business days. Remedies are limited to repair credit, price adjustment, or unwind, as detailed in Schedule A. Funds and 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:

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

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

• Interfere with auctions, offers, other users, listings, or the Platform's operation;

• Upload malware, viruses, or any harmful code;

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

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

• Attempt to access accounts, data, or systems not belonging to you;

• Submit bids or offers without genuine intent, authority, or financial ability to complete the purchase;

• Attempt to contact, identify, solicit, or transact directly with any consumer source, seller, or other source introduced through the Platform except as expressly authorized by CarDoor in writing.

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, offer status updates, offer acceptance or rejection notices, transaction confirmation notices, settlement reminders, documentation requests, 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 underlying software, user interface designs, CR templates, photographs, listing data, bid and offer systems, 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 evaluating and 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, preliminary listing information, offer mechanisms, auction mechanisms, 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, title before transaction confirmation, and non-infringement. CarDoor does not warrant that the Platform will be uninterrupted, error-free, or free of viruses or other harmful components. CarDoor does not guarantee that any Consumer Direct Listing will result in a completed transaction.

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, loss of opportunity, loss of expected inventory, 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 failure to honour a bid, offer, accepted offer, confirmed transaction, payment obligation, documentation obligation, or pickup obligation; (e) your violation of any applicable law or regulation; or (f) 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, repeated failure to honour bids or offers, circumvention or attempted circumvention, 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, non-circumvention 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, SMS messages, transaction confirmations, 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. Where a listing is identified as a Consumer Direct Listing, the Consumer Direct provisions in these Terms apply to that listing and prevail over inconsistent auction-specific language.

Schedule A — Arbitration Rules

CarDoor will conduct an 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 applicable Condition Report or listing.

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

• Process: Dealer opens case; CarDoor targets adjudication within two (2) business days; remedy decision is issued; funds and vehicle release, or unwind, follows the decision.

• For confirmed Consumer Direct transactions, the arbitration rules apply in the same manner as they apply to vehicles purchased through Auction Listings.

CarDoor may update the Arbitration Rules from time to time. The version in effect at the time the BOS or transaction confirmation is issued shall apply to that transaction.

Schedule B — Condition Report Standard (Minimum)

• Photos: still images with key angles, including corners, rockers, roof, engine bay, dash/cluster, and VIN plate where available.

• OBD Snapshot: stored diagnostic trouble codes where accessible.

• Tires: tread depth estimates.

• Paint / Body: dent and scratch notes.

• Mechanical / Features: notable defects and tested features.

• History: CARFAX vehicle history summary where available.

Schedule C — Fees (Dealer)

• Buyer Fee: $0.

• Optional Services, if requested: pricing disclosed at time of purchase or transaction confirmation, such as delivery fee if Dealer requests delivery instead of pickup.

• Currency: Canadian Dollars (CAD) unless stated otherwise.

Contact Information

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