Jerry Patton

1 million safe work hours without an OSHA recordable incident.

• For the purposes of this Agreement, the following terms are defined as set forth below.
• Confidential Information means information, whether written, oral, or in electronic or other form, which is marked or otherwise identified, at the time of disclosure, as "confidential" or "proprietary" or which, under the circumstances, would be reasonably understood to be confidential or proprietary. The term "Confidential Information" includes, without limitation, any personally identifiable information.
• Content refers to content such as text, images, documents, or other information that can be posted, uploaded, linked to or otherwise made available by You, regardless of the form of that content.
• Copart refers to Copart, Inc., located at 14185 Dallas Parkway, Suite 1500, Dallas, Texas 75254.
• Device means any device that can access the Portal such as a computer, a cellphone or a digital tablet.
• Permitted Use means solely to provide Vehicle Information to facilitate the transfer of title of a vehicle through the Portal.
• Portal means the Copart Title Express Portal, made available to you as a software-as-a-service, and accessed by you through one or more Devices.
• Third-Party Content means any information or content (including data, information, applications, and other products or services) provided by a third-party that may be displayed, included or made available by the Portal.
• Vehicle Information means certain information regarding a vehicle that may be made available to You from time-to-time through the Portal, which may include, without limitation, title documentation, name and address, vehicle description, vehicle identification numbers (VINs), vehicle makes, vehicle models, vehicle mileage, dates of loss, addresses for vehicle titles, vehicle loan information (i.e., amount of loan, maturity date, payment dates, payoff amount, etc.). Vehicle Information may include Confidential Information.
• You and Your means the individual accessing or using the Portal or the company, or other legal entity on behalf of which such individual is accessing or using the Portal, as applicable.

• This Agreement shall remain in effect until terminated by You or Copart. Copart may, in its sole discretion, at any time and for any or no reason, suspend or terminate this Agreement with or without prior notice. If You fail to comply with Your obligations under this Agreement, this Agreement (and Your right to access the Portal) will be deemed terminated immediately, without prior notice from Copart.
• Upon termination of this Agreement, You shall cease all use of the Portal immediately. Termination of this Agreement will not limit any of Copart's rights or remedies at law or in equity in case of breach by You (during the term of this Agreement) of any of Your obligations under the present Agreement.

• The Portal, including without limitation all copyrights, patents, trademarks, trade secrets and other intellectual property rights are, and shall remain, the sole and exclusive property of Copart.
• Copart shall not be obligated to indemnify or defend You with respect to any third party claim arising out of or relating to the Portal. To the extent Copart is required to provide indemnification by applicable law, Copart shall be solely responsible for the investigation, defense, settlement and discharge of any claim.

• Any feedback, comments, ideas, improvements or suggestions provided by You to Copart with respect to the Portal shall remain the sole and exclusive property of Copart.
• Copart shall be free to use, copy, modify, publish, or redistribute any such feedback, comments, ideas, improvements or suggestions for any purpose and in any way without any credit or any compensation to You.

• Copart reserves the right to modify, suspend or discontinue, temporarily or permanently, the Portal or any service to which it connects, with or without notice and without liability to You.
• Updates to the Portal
• Copart may from time to time provide enhancements or improvements to the features/functionality of the Portal, which may include patches, bug fixes, updates, upgrades and other modifications.
• Updates may modify or delete certain features and/or functionalities of the Portal. You agree that Copart has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities of the Portal to You.
• You further agree that all updates or any other modifications will be (i) deemed to constitute an integral part of the Portal, and (ii) subject to the terms and conditions of this Agreement.

• The Portal displays, includes or otherwise makes available Third-Party Content and may provide links to third-party websites or services.
• You acknowledge and agree that Copart shall not be responsible for any Third-Party Content, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. Copart does not assume and shall not have any liability or responsibility to You or any other person or entity for any Third-party Content.
• Third-Party Content is provided solely as a convenience to You, and Your access and use of Third-Party Content shall be entirely at Your own risk and subject to such third parties' terms and conditions.

• THE PORTAL, AND ALL VEHICLE INFORMATION ACCESSED THEREON, IS PROVIDED TO YOU "AS IS" AND "AS AVAILABLE" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COPART, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE PORTAL, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COPART PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE PORTAL WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
• WITHOUT LIMITING THE FOREGOING, NEITHER COPART NOR ANY OF THE COMPANY'S PROVIDERS MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED: (I) AS TO THE OPERATION OR AVAILABILITY OF THE PORTAL, OR THE INFORMATION, CONTENT, AND MATERIALS OR PRODUCTS INCLUDED THEREON; (II) THAT YOUR ACCESS TO THE PORTAL WILL BE UNINTERRUPTED OR ERROR-FREE; (III) AS TO THE ACCURACY, RELIABILITY, OR CURRENCY OF ANY INFORMATION OR CONTENT PROVIDED THROUGH THE PORTAL; OR (IV) THAT THE PORTAL, ITS SERVERS, THE CONTENT, OR E-MAILS SENT FROM OR ON BEHALF OF COPART ARE FREE OF VIRUSES, SCRIPTS, TROJAN HORSES, WORMS, MALWARE, TIMEBOMBS OR OTHER HARMFUL COMPONENTS.
• Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.

• NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR, THE ENTIRE LIABILITY OF COPART AND ANY OF ITS SUPPLIERS UNDER ANY PROVISION OF THIS AGREEMENT AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO GREATER OF (A) THE AMOUNT ACTUALLY PAID BY YOU TO COPART FOR ACCESS TO THE PORTAL, AND (B) $100.00 USD.
• TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COPART OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, LOSS OF PRIVACY ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE PORTAL, THIRD-PARTY SOFTWARE AND/OR THIRD-PARTY HARDWARE USED WITH THE PORTAL, OR OTHERWISE IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT), EVEN IF COPART OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

• Severability
• If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
• Waiver
• Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Agreement shall not effect a party's ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.

• From time to time, either party (the "Disclosing Party") may disclose or make available to the other party (the "Receiving Party"), whether orally or in physical form, Confidential Information pertaining to the Disclosing Party. Each party agrees that during the term of this Agreement and thereafter: (i) it will use Confidential Information belonging to the Disclosing Party solely for the purpose(s) of this Agreement; and (ii) it will take all reasonable precautions to ensure that it does not disclose Confidential Information belonging to the Disclosing Party to any third party (other than the Receiving Party’s employees and/or professional advisors on a need-to-know basis who are bound by obligations of nondisclosure and limited use at least as stringent as those contained herein) without first obtaining the Disclosing Party’s written consent. Upon request by the Disclosing Party, the Receiving Party will destroy any Confidential Information of the Disclosing Party and provide confirmation of such destruction. For Confidential Information that does not constitute "trade secrets" under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of this Agreement. The Recipient will be responsible for any breach of this Section by its employees, representatives, and agents.
• For purposes hereof, “Confidential Information” will not include (i) any information that the Receiving Party can establish by convincing written evidence: (a) was independently developed by the Receiving Party without use of or reference to any Confidential Information belonging to the Disclosing Party; (b) was acquired by the Receiving Party from a third party having the legal right to furnish same to the Receiving Party; or (c) was at the time in question (whether at disclosure or thereafter) generally known by or available to the public (through no fault of the Receiving Party); or (b) information or data derived from Your Confidential Information which has been anonymized, disaggregated, or de-identified in any manner, which Copart may collect, use, and retain for any commercial purpose.
• These confidentiality obligations will not restrict any disclosure required by subpoena or order of a court or any government agency, provided that the Receiving Party gives prompt notice to the Disclosing Party of any such subpoena or order and reasonably cooperates with the Disclosing Party at the Disclosing Party’s request and expense to resist such subpoena or order or to obtain a protective order. If the Recipient is compelled by law to disclose Confidential Information of the Discloser, it shall provide the Discloser with prior notice of such compelled disclosure, to the extent legally permitted, and reasonable assistance, at Discloser’s cost, if the Discloser wishes to contest the disclosure.

• Copart collects, stores, maintains, and shares information about You in accordance with Copart’s Privacy Policy, which You can review at the following link: https://www.copart.com/content/us/en/privacy-policy. By accessing the Portal, You acknowledge that You hereby agree and consent to the terms and conditions of Copart’s Privacy Policy. Further, You represent and warrant that You have obtained, in compliance with all applicable laws and privacy rules and regulations, any and all necessary consents from any third parties whose information or data you provide to Copart, whether through the Portal or otherwise.
• If You discover or are notified of any unauthorized access to the Portal involving your password, username, or other secure login credentials or Portal account information ("Unauthorized Access"); or actual breach or potential breach of security relating to Your password, username, or other secure login credentials for the Portal that would have resulted in Unauthorized Access and for which You initiate an internal investigation (each a "Lender Security Incident"), You will, as soon as reasonably practicable: (i) notify Copart by email or phone, but in no case later than 24 hours after You have become aware of the Lender Security Incident; (ii) fully investigate, and take all appropriate actions to remediate the effects of, the Lender Security Incident and mitigate any risks that may arise; (iii) provide Copart with a written report on the outcome of Your investigation including any risk to Confidential Information, the corrective action You will take, or have taken, to respond to the Lender Security Incident and such other information as Copart may reasonably request; (iv) ensure all risks associated with the Lender Security Incident are resolved within a commercially practicable period; (v) preserve all records and other evidence relating to the Lender Security Incident; and (vi) provide Copart with assurances satisfactory to Copart that such Lender Security Incident has been remedied and shall not recur.
• Copart may disclose the occurrence of any data breach or breach of security (including without limitation any Lender Security Incident) involving nonpublic personal information in connection with notice to its employees, governmental authorities, law enforcement agencies, or any other notice required by law or deemed necessary or prudent in Copart’s sole discretion, including, as applicable any substitute notice required by law ("Notifications"). You and Copart shall fully cooperate and work in good faith with respect to the handling of any Lender Security Incident, including without limitation any investigation, reporting, the timing and manner of any Notifications, or other obligations required by applicable law or regulation to respond to and mitigate any damages caused by the Lender Security Incident.
• You shall be solely responsible for all liability, costs, fees, expenses, or damages resulting from any Lender Security Incident.