Dealer's Agreement

Clause (1): Preamble

1.1 Whereas the First Party owns and operates an electronic platform specialized in listing and displaying vehicles for sale (and other related services), enabling sellers to publish vehicle data and providing a means of communication between sellers and buyers. Loqta is not a party to the sale or purchase transactions concluded between Users and does not assume\bear any legal or financial responsibility arising from such transactions. Its role is limited to providing an electronic environment that allows vehicle listings and the exchange of information between sellers and buyers.

1.2 Whereas the Second Party, being a buyer, wishes to access and use the Loqta Platform for the purpose of bidding in auctions, purchasing vehicles through direct sale or by participating in an electronic auction and benefiting from Loqta's professional services, subject to the applicable fees, terms, and conditions of this Agreement.

1.3 Based on the foregoing, the Parties acknowledge that they have full legal capacity to enter into this Agreement and agree to be bound by the following terms and conditions.

1.4 The above preamble shall form an integral part of this Agreement and shall be deemed complementary to and explanatory of its provisions.

Clause (2): Definitions

Clause (3): Nature & Description of the Service

"Loqta" Platform is an online marketplace for vehicle trading and auctions, enabling Buyers to purchase Vehicles either through (i) Direct Purchase Listings, or (ii) electronic Auctions. The Platform connects Buyers with Sellers, Dealers, exporters, transporters, and other automotive service providers, and provides access to vehicle listings, auction functionalities, communication and negotiation tools, electronic payment features, and any ancillary, supporting, or enhanced digital services, as may be updated, modified, or expanded by Loqta from time to time through the following link: [------], Loqta provides two methods for purchasing Vehicles: (a) Direct Purchase, where the Buyer may purchase a listed Vehicle at the fixed price determined by the Seller; and (b) Auction Purchase, where Vehicles are sold through electronic auctions. In auction transactions, negotiation between the Seller and the awarded Buyer/Dealer may take place as further detailed under Clause (---)

Clause (4): Auction & Direct Purchase Rules

The Buyer hereby acknowledges that he has reviewed, understood, and expressly agreed \confirmed that:

1. All electronic bids (in Auctions) and all purchase confirmations (in Direct Purchase) constitute binding purchase commitments and may not be withdrawn except as expressly allowed under Platform Rules
2. Upon issuance of the Auction Award or upon acceptance of a Direct Purchase price or Counteroffer, the Buyer is legally bound to complete the purchase at the awarded or agreed price.
3. The Seller may refuse the Auction Award price or the initial Direct Purchase request and may issue a Counteroffer. The Buyer must respond within two (2) hours.
4. Failure to respond within the specified two (2) hours shall be deemed a rejection of the Counteroffer and shall render the transaction non-binding, permitting the Seller to relist the vehicle or accept another Buyer.
5. Once the Auction Award or Counteroffer is accepted, the Buyer must complete payment within twenty-four (24) hours.
6. If the Buyer fails to pay within the required period:
   1. The deposit shall be forfeited, without prejudice to any other rights of the Platform; and
   2. The Platform will deduct any paid subscription or service fees, and the Buyer shall have no right to claim or recover such amounts; and
   3. Loqta may suspend or permanently close the Buyer's account.
7. The Buyer is strictly prohibited from contacting or attempting to contact the Seller, the vehicle owner, or any Loqta staff directly at any stage of the Auction or Direct Purchase.
   Any violation may result in immediate account suspension or permanent closure.

Clause (5): Account Suspension & Termination

1. The Buyer acknowledges and agrees that the Platform (First Party) has the full right, at its sole discretion, to suspend or permanently terminate any Account—including Buyer Accounts, Seller Accounts, and Dealer Accounts operating in either capacity—upon the occurrence of any of the following events:
   1. Failure to make any required payment within the specified timeframe for Auctions or Direct Purchase transactions.
   2. Violation of any Auction Rules or Direct Purchase procedures stipulated under Clause (4) of this Agreement.
   3. Any attempt to communicate directly, whether before, during, or after the transaction, with the Seller, the vehicle owner, or any Loqta employee, outside the Platform's approved communication channels.
   4. Posting offensive comments, inappropriate content, defamatory language, or engaging in abuse, harassment, manipulation, fraud, or any form of deceptive conduct.
   5. Any misuse of the Platform, including attempts to manipulate bidding processes, circumvent the Platform's systems, or interfere with other users' participation.
   6. Failure to comply with the timeframes set for bidding, counteroffers, payment, inspection, delivery, or any other step of the Auction or Direct Purchase process.
   7. Breach of any material obligation under this Agreement or any of the Platform's policies.
2. if the buyer breaches any of the obligations set out in this Agreement or any of the Platform's policies—which the User acknowledges are updated periodically and confirms being aware of, and which are available at the following link: [-----------] the Platform shall have the right to suspend or terminate the Account immediately without notice.
3. The buyer acknowledges that upon termination of the Account for any reason, the Buyer's access rights and license to use the Platform shall automatically expire. The Buyer shall have no right to claim any refund of subscription fees, deposits, advances, or any amounts previously paid to the Platform, regardless of the reason for termination, and without prejudice to Loqta's right to retain or deduct any payable or outstanding fees.

Clause (6): Acceptance of Terms, Conditions & Privacy

1. The Buyer acknowledges that Loqta acts solely as a neutral online platform and does not participate in, control, or guarantee any transaction conducted between Buyers, Sellers, or Dealers. Loqta provides no warranty—express or implied—regarding the condition, legality, quality, chassis number, engine number, mileage accuracy, compliance, or suitability of any listed Vehicle, nor the identity, background, or reliability of any User. All transactions are conducted entirely at the Buyer's sole risk.
2. The Buyer acknowledges that access to certain Platform services— including Auctions, professional features, vehicle verification, inspection services, or any other service—may require payment of applicable fees (such as Subscription Fees, Auction Participation Fees, Verification Fees, inspection fees for special cases, or any other fees) as listed in the Platform Fee Schedule.
3. By registering on and using the Loqta Platform, the Buyer expressly agrees to be bound by all terms and conditions of this Agreement, including any future amendments published on the Platform. If the Buyer disagrees with any part of this Agreement at any time, he/she must immediately cease using the Platform and may delete the Account, without prejudice to Loqta's right to retain all paid fees.
4. Loqta reserves the right, at its sole discretion, to amend, update, or revise this Agreement at any time without prior notice, provided that such amendments are published on the Platform once adopted. The Buyer bears full responsibility for periodically reviewing the latest version of the Agreement, policies, and service terms as updated through the following link: [__________]. The Buyer's continued use of the Platform after publication of any amendment constitutes an explicit and binding acceptance of such amendment.
5. The Buyer agrees to comply with all Platform guidelines, rules, announcements, and service-specific conditions published from time to time, all of which form an integral part of this Agreement and are incorporated herein by reference.
6. The Buyer acknowledges that all information, data, and materials displayed on the Platform are for general informational purposes only and may contain errors or inaccuracies. The Buyer is solely responsible for verifying any information material to the purchase decision, including prices, specifications, and vehicle details.
7. The Buyer acknowledges that the Platform and all related services are provided strictly on an "as is" and "as available" basis, and Loqta provides no warranties of any kind regarding any Vehicle listed for sale.
8. Loqta retains the right to suspend, restrict, or terminate the Buyer's access to the Platform in the event of any violation of this Agreement or any improper use of the Platform. Loqta further reserves the right (but not the obligation) to remove or modify any content or listing that violates Platform policies, as referenced under Clause (____).
9. The Buyer acknowledges that all Vehicles purchased through the Platform—whether through direct purchase or auction—are sold strictly on an "AS IS, WHERE IS" basis, with all faults, without recourse, and without any warranties, except as expressly provided under the limited objection right below.
10. The Buyer acknowledges that all sales become final and irrevocable upon receipt of the Vehicle. The Buyer waives all rights to object or dispute the Vehicle's condition, specifications, engine, transmission, or value, except in the following limited cases: [-----------------------] Any objection based on the above must be submitted in writing within [●] hours/days, after which this limited objection right automatically expires.
11. Buyer Operational Obligations:

    The Buyer acknowledges and agrees to comply with the following obligations in connection with all Platform transactions, whether via Direct Purchase or Auction, as further detailed\mentioned Clause (4)

    1. Pay subscription fees on time.
    2. Pay the Vehicle price within twenty-four (24) hours of agreement or auction award.
    3. Respond to any Counteroffer from the Seller within two (2) hours
    4. Update Registered Data periodically to ensure accuracy
    5. Refrain from contacting Sellers outside the Platform to circumvent Auctions or Direct Purchase processes.
    6. Refrain from using tools or software to manipulate Auctions or prices.
    7. Refrain from offering gifts or benefits to Platform employees or affiliates.
    8. Refrain from publishing offensive or irrelevant content.
    9. The deposit shall be forfeited in case of non-payment, without prejudice to Loqta's right to deduct applicable fees (including subscription fees) and suspend or close the Buyer's Account.
12. Loqta shall not, under any circumstances, be responsible or liable for any disputes, claims, or disagreements arising between Users—including Buyers, Sellers, Dealers, or service providers—nor for the accuracy, completeness, timeliness, reliability, or verification of any Vehicle data, specifications, or information provided, uploaded, or displayed by any User. The Buyer remains solely responsible for verifying all information material to the transaction and assumes all related risks.
13. Loqta does not warrant that the Platform or any related Services will operate without interruption, delay, technical malfunction, or error. Access to the Platform may be suspended, limited, or disrupted at any time due to maintenance, technical issues, system failures, or circumstances beyond Loqta's reasonable control. The Buyer expressly acknowledges that Loqta shall bear no liability for any interruption, downtime, or inability to access or use the Platform or any of its Services.

Clause (7): Limitation of Liability

1. Loqta, its affiliates, directors, employees, agents, and service providers shall bear no liability whatsoever for any indirect, incidental, consequential, special, exemplary, or punitive damages arising out of or related to the Buyer's use of the Platform or any transaction conducted through it, including but not limited to loss of profits, loss of data, loss of business opportunities, business interruption, reputational harm, or any reliance placed on Platform content.
2. Loqta shall not, in any event, be liable for any damages resulting from:
   1. errors, delays, interruptions, technical failures, or limited availability of the Platform or its Services.
   2. any act, omission, misconduct, misrepresentation, or breach committed by any User (Buyer, Seller, or Dealer);
   3. the accuracy, completeness, or legality of any vehicle information, listing, documentation, inspection report, pricing, or specifications provided by any User.
3. The total aggregate liability of Loqta for any claim arising out of or relating to the Platform shall not, under any circumstances, exceed the total amount of fees actually paid by the Buyer to Loqta during the ------(---) months\days immediately preceding the event giving rise to the claim.
4. The Buyer acknowledges that the limitations and exclusions set out in this Clause form an essential basis of the Agreement and reflect the allocation of risks between the Parties in connection with the nature of the Platform as a neutral online marketplace.

Clause (8): Loqta's IP & Trademark Acknowledgments

The Buyer expressly acknowledges, declares, and agrees to the following:

1. that the Platform, the Services, and all software, systems, interfaces, databases, technologies, and materials used or made available through the Platform contain proprietary, confidential, and commercially valuable information owned by Loqta or licensed to it, and are protected under applicable intellectual property laws.
2. all content, data, listings, information, sponsor advertisements, and any trademarks, service marks, trade names, logos, domain names, and brand features appearing on the Platform are the exclusive property of Loqta and/or their respective third-party rights holders.
3. That Loqta hereby grants the Buyer a limited, personal, non-exclusive, non-transferable, revocable licence to access and use the Platform solely for the purposes set out in this Agreement and strictly in accordance with its terms and conditions. Such licence is restricted to use on one device at a time and does not transfer any ownership or proprietary rights to the Buyer.
4. The Buyer shall not, whether directly or indirectly:
   (i) modify, adapt, translate, rent, lease, lend, sell, sublicense, distribute, or create derivative works based on the Platform, the Services, or any of their components;
   (ii) reverse engineer, decompile, disassemble, or attempt to discover the source code, structure, algorithms, or underlying ideas of any software or systems used in the Platform;
   (iii) use, access, or attempt to use or access any modified, manipulated, or unauthorized versions of the Platform or its software, including for the purpose of obtaining unauthorized access to Services or circumventing Platform controls.
5. The Buyer shall not use, reproduce, display, publish, or exploit any Loqta trademarks, trade names, logos, brand assets, or any third-party marks appearing on the Platform in any manner whatsoever without obtaining the prior written consent of the rights holder.
6. The Buyer acknowledges that all Loqta trademarks—whether registered or unregistered—including the name "Loqta", the Loqta logo, and any other Loqta brand identifiers, are the exclusive property of Loqta and may not be copied, imitated, or used in any form without written authorization.

Clause (9): Cookies & Similar Technologies

1. The Buyer acknowledges and expressly consents that Loqta may use cookies, tracking tools, and similar technologies on the device used to access the Platform, for the purposes of improving functionality, enhancing User experience, enabling core features, and facilitating security and analytical operations.
2. The Buyer understands that disabling or restricting cookies may limit or restrict access to certain features, functionalities, or sections of the Platform, and that Loqta shall bear no responsibility for any reduced performance or limited functionality resulting from such actions.

Clause (10): No Agency, Partnership, or Employment Relationship

1. The Buyer acknowledges and agrees that the relationship between Loqta and the Second Party is strictly that of independent contracting parties using the Platform, and nothing in this Agreement shall be interpreted or construed as creating any form of agency, partnership, joint venture, employment, representation, or franchise relationship between the Parties.
2. The Buyer confirms that they have no authority—express or implied—to act on behalf of Loqta, bind Loqta, represent Loqta, make commitments in Loqta's name, or incur any obligations on its behalf in any manner whatsoever.

Clause (11): Governing Law & Dispute Resolution

1. This Agreement shall be governed by the laws of the United Arab Emirates.
2. Users must first submit written complaints to Loqta; the Platform has thirty (30) days to respond.
3. Disputes shall be finally settled by arbitration under DIAC Rules, seated in Dubai, UAE, in English, before a sole arbitrator.
4. Loqta reserves the right to bring proceedings before any competent court or arbitral forum, including for enforcement of intellectual property rights, collection of fees, or injunctive relief.

Clause (12): Severability & Entire Agreement

1. Severability. If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect to the maximum extent permitted by laws.
2. Entire Agreement. This Agreement, including all policies and annexes, constitutes the complete and final agreement between Loqta and the User with respect to the Services and supersedes any prior understandings, communications, or correspondence relating to the same subject matter.