PANACEA DEALS CORPORATION

TERMS AND CONDITIONS FOR DEALERS

In these TERMS AND CONDITIONS FOR DEALERS (“Terms and Conditions”), the terms “Panacea,” “we,” “us,” and “our” refer to Panacea Deals Corporation and the terms “you” and “your” refer to you as a user of our websites, and other online applications and products and services (collectively, the “Site”) and all policies, rules, and instructions, and additional terms posted on or through the Site, all of which are incorporated into these Terms and Conditions.

1. Acceptance of Terms and Conditions. By using the Site, you accept the terms of these Terms and Conditions. This is a legally binding agreement between you and Panacea; please read it carefully. When using the Site, you may be subject to other posted terms and guidelines applicable to certain services available on or through the Site. All terms and guidelines on the Site, including the Panacea Deals Corporation Privacy Policy (to get more information about Privacy Policy please click here), are part of these Terms and Conditions and incorporated herein by reference. Unless explicitly stated otherwise, any features or services available at any time on the Site are subject to these Terms and Conditions. Accessing the Site in any manner, whether through mobile phone, computer, automated means or otherwise, constitutes your use of the Site and your agreement to be bound by these Terms and Conditions. Panacea anticipates the need to modify these Terms and Conditions from time to time for various reasons, and therefore reserves the right to do so without the requirement that we contact you. Your continued use of the Site constitutes your agreement to be bound by these Terms and Conditions as modified. It is your obligation to access the Site to review the most recent Terms and Conditions and determine whether you would like to continue using the Site based upon such modifications. Notwithstanding the foregoing, any modifications to the Terms and Conditions shall be binding on you whether or not you have accessed the Site, except that such modifications do not apply to any dispute arising prior to the effective date of such modifications.

2. Grant of License; Use of the Site.

(a) Panacea grants to you a personal, revocable, nonexclusive, non-transferable license to view, download, and print limited portions of the Site Content available in the public areas of the Site subject to the following conditions: (i) you may only do so on an occasional basis for your own personal and non-commercial use; (ii) you may not modify the Site Content; and (iii) any displays or printouts of the Site Content must be marked “© 2022, Panacea Deals Corporation, All rights reserved.” Except as expressly permitted above, copying, transmission, reproduction, public display, performance or telecommunication, reproduction, republication, modification, adaptation, translation, editing, storing, transmitting, creation of derivative works, posting, or redistribution of the Site Content or any portion thereof is strictly prohibited without the express prior written permission of Panacea.

(b) You may not use the Site Content in any manner that suggests the affiliation, sponsorship, endorsement or association with or by Panacea with or of you or any third-party entity, person, product or service unless express written permission has been given by Panacea in advance. You represent and warrant that your use of the Site Content will be consistent with this license and will not infringe or violate the rights of any other party or breach any contract or legal duty to any other parties, or violate any applicable law. Any unauthorized use of the Site or the Site Content will terminate the permission granted by these Terms and Conditions and may violate applicable laws, including copyright law, trademark laws, and commercial regulations and statutes.

(c) Without limiting the foregoing, you represent and warrant that you are not listed on any government list of prohibited or restricted parties or on any sanctions, debarment or exclusion list or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country.

3. Informational Purposes Only. The material that appears on the Site is for general informational purposes only. While we aim to provide a website that is useful, it is expected that the Site may, from time to time, contain errors. These errors may or not be errors created by Panacea. The Site includes materials and information collected from and provided by third parties that we may not have evaluated or reviewed. We make no guarantees regarding the accuracy, completeness, timeliness, or reliability of any of the materials or information on the Site, and you should not rely on it without independent verification. You acknowledge that any reliance on this information will be solely at your own risk. We therefore reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice. We invite you to bring to our attention any materials or information on Site that you believe to be inaccurate. Please forward a copy of the materials or information to Panacea at support@panaceadeals.com, along with an explanation of the inaccuracies.

4. User-Submitted Information. Panacea acts, in part, as a conduit for the distribution and publication of user-submitted information. It has no obligation to screen information in advance and is not responsible for screening or monitoring material posted by others. It is possible that there could be information on the Site that is untrue, libelous, defamatory, slanderous, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable or inappropriate. Panacea will take commercially reasonable steps to prevent such content from being submitted to the Site, and make commercially reasonable efforts to remedy once aware of such offending content, but notwithstanding such efforts the above-referenced content may still be encountered and Panacea shall have no liability therefor.

5. Information and Content You Submit to Us. Except as described in our Privacy Policy, by using the Site, you agree that any information, materials, suggestions, ideas or comments you send to us or any other third party using the Site is not confidential. By submitting any solicited or unsolicited information using the Site, you grant to Panacea and its affiliates an irrevocable and unrestricted license to use, modify, reproduce, store, transmit, display and distribute such materials, information, suggestions, ideas or comments for any purpose whatsoever, to the extent permitted by law and by our Privacy Policy (to get more information about Privacy Policy please click here).

6. Scope and Purpose. Panacea offers an Internet‐based marketplace to sell automobiles, motorcycles, and recreational vehicles (“Vehicles”) between private consumers and licensed vehicle dealers in real time. PANACEA IS NOT AN AUTOMOBILE BROKER OR DEALER AND DOES NOT BUY, SELL, TRADE, NEGOTIATE, OR OFFER TO BUY, SELL, TRADE, OR NEGOTIATE, ANY VEHICLE LISTED ON THE SITE. We do not possess title to any vehicle on the Site and we are not a party to any sales contract. All buyers and sellers must be at least 18 years old to use the Site and by using the Site, you represent that you are at least 18 years old. Breach of these Terms and Conditions may result in the assessment of fees, and/or temporary or permanent suspension of your use of the Site.

7. Vehicle Information. It is fundamental that you understand and acknowledge that a substantial portion of the information about a particular Vehicle is supplied by the seller, not by Panacea. The buyer is solely responsible for reading the full Vehicle listing before making a commitment to buy. We are not responsible for incorrect information given by buyers or sellers, including (a) information regarding Vehicles, including but not limited to Vehicle mileage, condition, history, or photos of Vehicles; and (b) information about the identity, reliability or suitability of a buyer or seller. Vehicle history reports may be provided for informational purposes only from an unaffiliated third-party vehicle report provider, and we are not responsible for any incorrect information or mistakes. We cannot verify the information/photos that sellers supply or guarantee the Vehicles they offer. If the information or photos submitted by the seller are inaccurate, then it is likely that the additional information that Panacea supplies about such Vehicle is also inaccurate. When using the Site, you agree to exercise caution, use common sense and good judgment. When dealing with prospective sellers, you agree to take the same precautions that you would take if you were purchasing a Vehicle in any other sales transaction context and in all events will exercise reasonable precaution.

8. NO VEHICLE WARRANTY. PANACEA MAKES NO GUARANTEES, WARRANTEES OR REPRESENTATIONS REGARDING ANY VEHICLES LISTED FOR SALE OR SOLD ON THE SITE. PANACEA IS NOT RESPONSIBLE FOR, NOR DOES IT REPRESENT OR WARRANT (A) THE ACCURACY OF ODOMETER MILEAGE; (B) THE INFORMATION CONTAINED IN THE ODOMETER MILEAGE STATEMENT; (C) WARRANTIES OF TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (D) LICENSE PLATES; (E) VEHICLE SERVICE OR MAINTENANCE HISTORY; (F) INFORMATION CONTAINED IN VEHICLE HISTORY REPORTS; (G) VEHICLE CONDITION; (H) YEAR THE VEHICLE WAS MANUFACTURED; (I) THE ACCURACY OF ANY MARKET INFORMATION; (J) MILEAGE AND OTHER INFORMATION PRINTED ON THE WINDOWS; (K) THE DESCRIPTION OF THE VEHICLE, INCLUDING WHETHER THE VEHICLE HAS BEEN MODIFIED BY THE SELLER OR OTHERS SINCE THE VEHICLE WAS MANUFACTURED; (L) EQUIPMENT AND OPTIONS FOR THE VEHICLE; (M) AVAILABILITY OR VALIDITY OF FACTORY WARRANTY; (N) FITNESS OF VEHICLE FOR EXPORT; AND (O) ANY AND ALL REPRESENTATIONS AND WARRANTIES MADE BY OR ON BEHALF OF THE SELLER. VEHICLE SALES ARE “AS IS”. VEHICLE SALES ARE BETWEEN THE BUYER AND THE SELLER ONLY. PANACEA DOES NOT OWN, INSPECT, BUY, OR SELL, ANY VEHICLES LISTED FOR SALE ON THE SITE. ANY DISPUTE ABOUT THE CONDITION OF A VEHICLE SOLD THROUGH THE SITE IS BETWEEN THE BUYER AND SELLER ONLY. PANACEA DOES NOT HOLD OR POSSESS TITLE FOR ANY VEHICLE LISTED FOR SALE ON THE SITE.

9. Eligible Participants. Only representatives of licensed dealerships are eligible to use the Site to assist them in locating sellers of Vehicles they might be interested in purchasing. By using the Site, you represent and warrant that you are a licensed dealer of motor vehicles and are legally eligible to purchase wholesale Vehicles for resale. A state issued dealer’s license, applicable resale certificate(s), and federal tax identification are among the documents and information a dealership may need to provide to Panacea to access and use the Site. You acknowledge that your participation as a buyer, or participation in certain sales events, may be limited by applicable law, the scope of your dealer’s license, or other rules of eligibility, as may be determined in our sole discretion.

10. Registration. To be eligible to access the Site, you must complete the online registration process. Upon receipt and approval of your registration documents, you and your designated authorized representatives (“Authorized Representatives”) will be issued unique names and passwords to access the Site. You are responsible for all actions, omissions and any failure to act on the part of your Authorized Representatives in connection with your Authorized Representatives’ use of the Site. You represent and warrant that all information that you provide to us is accurate and complete and that you will notify us in writing of any changes to the information provided. You agree not to give anyone access to the Site other than your Authorized Representatives. Further, you represent and warrant to us that: (a) you and your Authorized Representatives are in compliance with and shall comply with all laws and regulations that apply to your business; (b) you and your Authorized Representatives have secured and will maintain all permits, licenses and governmental approvals required to operate your business including, without limitation, as required to access and participate in the Site; and (c) by accessing and using the Site you are not violating the terms of any franchise, license, non-compete or other agreement or restriction presently in effect on your business operation. We reserve the right to temporarily or permanently suspend your access rights and/or the access rights of any of your Authorized Representatives at any time in our sole and absolute discretion, with or without notice, and for any stated reason or for no stated reason.

11. Payment Terms.

a. Purchase Price. The purchase price of a Vehicle and the Panacea Fees payable by you in connection with a transaction is the “Total Payment Amount”. You will pay the seller the purchase price of the Vehicle by the Payment Due Date. OFFERS TO PURCHASE ARE “FIRM OFFERS” AND MAY NOT BE REVOKED. YOU MUST BE PREPARED TO PURCHASE A VEHICLE AT THE PRICE AT WHICH, AND ON THE TERMS ON WHICH, YOU HAVE OFFERED.

b. Fees. You agree to pay Panacea the fees assessed by Panacea when purchasing a Vehicle through the Site (collectively, the “Fees” or “Panacea Fees”). Fees are subject to change without advance notice. Fees will be due to Panacea within twenty-four (24) hours from the seller’s acceptance of an offer, unless the Site provides otherwise. All Fees are non-refundable unless otherwise stated.

c. Timing. You must pay the total amount due to the seller within forty-eight (48) hours after your offer is accepted (the “Payment Due Date”).

d. Payment Method. Payment shall be made in U.S. dollars by electronic funds transfer, check, or by another financing arrangement acceptable to Panacea and the seller (each a “Payment Method”).

e. Failure to Pay. If you fail to pay the Panacea Fee within twenty-four (24) hours Panacea may terminate the sale and you will be charged a Five Hundred Dollar ($500) USD cancelation fee (“Cancellation Fee”). You will receive an invoice for the Cancellation Fee within five (5) days of the cancellation of the sale. In Panacea’s discretion the Cancellation Fee may be waived. Panacea may charge interest on any past due amounts at the rate of one and one half (1.5%) percent per month, calculated in U.S. dollars, or the maximum rate allowed by law, whichever is less and/or pursue any other remedy or relief permitted by law. In addition, if you fail to pay Total Payment Amount by the Payment Due Date the seller may withhold title documents until all amounts owed have been paid or cancel the sale transaction. A Cancellation Fee may also be assessed if the Total Payment Amount is not paid in full by the Payment Due Date.

f. All Costs. You agree to pay all costs including, without limitation, attorney fees, court costs and other expenses reasonably incurred by Panacea or a Panacea partner, to collect any monies owing by you.

12. Transfer Terms.

(a) The Site is a forum for communicating certain information between sellers and buyers (and vice versa) to help facilitate a sale of a seller’s Vehicle, but Panacea does not take title to a Vehicle or transfer legal ownership of a Vehicle from the seller to the buyer. Any guidance we provide through the Site in connection with a Vehicle sale is solely informational and you may decide to follow it or not follow it. Also, while we may help facilitate various aspects of a private sale, we have no control over and do not guarantee: the existence, quality, safety or legality of Vehicles advertised to be sold; the truth or accuracy of a seller’s content or listings; the ability of sellers to sell Vehicles; or that a seller will actually complete a transaction even if a seller agrees to do so.

(b) The Site does not support Vehicle returns or cancellations of completed sales. Once a sale through the Site is complete, any dispute between a buyer and a seller concerning a Vehicle sold through the Site must be addressed directly between the buyer and the seller through Panacea’s Arbitration Policy (see below). You agree that you may not enter into an agreement with a seller that requires or permits a different method of dispute resolution than Panacea’s arbitration policy, and other purported agreements shall be null and void.

(c) You are liable for all expenditures, mileage, wear, damage, and all other losses to a Vehicle after it is purchased. Panacea is not liable for any expense whatsoever incurred by you in the event title is not delivered. You and the seller assume all risk of loss related to or arising from titles or related documents lost, destroyed, or erroneously completed by the governmental agency processing a title, or any title lost in transit, whether sent by postal service or other courier.

(d) You will maintain complete and accurate records concerning all aspects of any transaction. You agree that all of your acts in connection with the Site will be in compliance with all applicable federal, state and local laws and regulations.

13. Ownership and Intellectual Property. Except as otherwise indicated, all copyright and other intellectual property rights in the Site and its contents, including any and all messages, data, information, text, music, sound, photos, images, graphics, code, marks, logos, audio and video, footage, animations, analyses, studies, reports, downloads, and other content contained herein (“Site Content”) are owned by or licensed to Panacea Deals Corporation, and protected by law, including copyright, database, trade secret, and trademark laws of the United States and all applicable jurisdictions, as well as other applicable state, national, and international laws and regulations. The Site Content is Copyright 2022, Panacea Deals Corporation, all rights reserved. Panacea also owns copyright rights in the Site Content as a collective work and/or compilation, and in any and all databases accessible on or through the Site. Panacea, any Panacea logos, and all other marks displayed on the Site (the “Trademarks”) are federally registered and/or common law trademarks of Panacea and/or various third parties. Except as expressly stated herein, nothing contained on the Site may be construed as granting, by implication, estoppel, or otherwise, any grant, license or right to use any Site Content or Trademarks without the prior written permission of Panacea or such other party that may own the Trademarks or any licensed copyrights. You agree not to directly or indirectly: attempt to register, challenge or contest the validity or the Panacea (or that of its licensor, as applicable) ownership of, such copyrights, Trademarks or any other Panacea intellectual property, or assist any third party in doing so. You may not remove or modify any copyright, trademark, or other proprietary notices that have been placed in/on the Site Content by Panacea. You may not reproduce, modify, adapt, translate, edit, upload to, transmit, store, further post, mirror, frame, “deep link,” “scrape,” data mine, prepare derivative works from, sell or distribute or publicly display, perform or telecommunicate the Site Content, except as provided herein

14. Prohibited Activities. By using the Site, you expressly agree not to use, reproduce, modify, adapt, edit, translate, publicly display, telecommunicate or perform, post, upload to, transmit, distribute, store, create derivative works from or otherwise publish throughout the World, in any media, now known or hereafter devised, on or through the Site any of the following:

(a) content that is unlawful, untrue, libelous, defamatory, slanderous, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable or inappropriate;

(b) content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, foreign, national or international law, including, without limitation, the regulations of the U.S. Securities and Exchange Commission, or any rules of a securities exchange;

(c) content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party (including rights of privacy and publicity);

(d) content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;

(e) unsolicited promotions, political campaigning, advertising or solicitations;

(f) private or personally identifiable information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;

(g) viruses, corrupted data or other harmful, disruptive or destructive files;

(h) content that is unrelated to the purpose of the area of the Site in which such content is posted; or

(i) content that, in the sole judgment of Panacea, contravenes the above, is otherwise objectionable or inappropriate, or which restricts or inhibits any other person from using or enjoying the Site, or which may expose Panacea or its affiliates or its users to any harm or liability of any type.

You further agree that you will not attempt or do any of the following:

(a) interfere with or disrupt the Site or our computer systems, servers, or networks;

(b) attempt to gain unauthorized access to any part of the Site, to accounts that belong to other users, or to computer systems or networks connected to the Site;

(c) modify, transmit, distribute, use or reuse, repost or “frame” any content on the Site for public or commercial purposes; or

(d) engage in any systematic extraction of data or data fields, including, without limitation, email addresses, by use of any automated mechanism, such as web robots, crawlers, or spiders or otherwise.

15. Representations and Covenants. You represent, warrant and agree to the following terms:

(a) that you are a licensed motor vehicle dealer in good standing;

(b) you will purchase any Vehicle that you offer to purchase if your offer is accepted;

(c) you will not resell the Vehicle until good funds have been transmitted to the seller;

(d) you will pick up the Vehicle within forty-eight (48) hours after your offer is accepted by the seller, unless otherwise agreed to by you and the seller in writing;

(e) you will pay the Panacea Fee within twenty-four (24) hours after the bid is accepted by the seller or this sale may be considered null and void at Panacea’s discretion and in such event you will be charged the Cancellation Fee and/or suspension of your account access;

(f) you will contact the seller and select a payment option within twenty-four (24) hours after the bid is accepted by the seller or this sale may be considered null and void at Panacea’s discretion and in such event you will be charged the Cancellation Fee and/or suspension of your account access;

(g) if you refuse to honor a winning offer accepted by a seller, you will be assessed the Cancellation Fee. You hereby understand and agree that the Cancellation Fee is a fair and reasonable estimation of the damages that Panacea and the seller will collectively incur for your failure to honor your offer;

(h) that you will not agree to terms and conditions regarding the sale of a Vehicle that conflict with these Terms and Conditions, including any Site rules and regulations. These Terms and Conditions supersede any separate agreement or contract made between you and the seller, and in the event of a conflict, these Terms and Conditions control;

(i) you agree that you and the seller cannot modify these Terms and Conditions without the explicit written consent of Panacea;

(j) that no stop payment of your payment to Panacea shall be honored;

(k) that Panacea may deposit any payment of its fees immediately, regardless of whether the Vehicle’s certificate of title has been submitted by the seller;

(l) that you are responsible for pickup and transport;

(m) that you are solvent;

(n) that if you are planning to export a vehicle, you are responsible for ensuring satisfaction of all export requirements and all import requirements of the destination country;

(o) you will not receive the title to the Vehicle until payment has been received by the seller;

(p) Panacea reserves the right to limit the number of Vehicles purchased by you at any time;

(q) you are subject to account suspension at the discretion of Panacea; and

(r) you shall abide by and comply with all applicable laws, rules and regulations, including but not limited to all rules and regulations set forth by the applicable department of motor vehicles.

16. Representations Regarding Taxes. You certify that you hold the appropriate documentation issued by the sales tax authority of the state, province, or locality of your business or where you purchase Vehicles, as applicable, which exempts you from the payment of sales tax, and warrant that you will provide a copy of such applicable documentation to Panacea at any time upon request, and update the same as necessary to maintain the validity of such documentation. In the event that Vehicles or other products purchased are used for any purpose other than for resale, you will pay directly to the proper taxing authorities such sale or use tax as may then accrue and be due and payable.

17. Rights to User Content. Content submitted by users will be considered non-confidential and Panacea is under no obligation to treat such content as confidential or proprietary information. Without limiting the foregoing, Panacea reserves the right to use the content as it deems appropriate, including, without limitation, posting, reproducing, adapting, translating, publicly displaying, telecommunicating or performing, uploading to, transmitting, distributing, storing, creating derivative works from, publishing, deleting, editing, modifying, rejecting, or refusing to post it. Panacea is under no obligation to offer you or make any payment for content that you submit or its use as contemplated herein or for your permission or license to edit, delete or otherwise modify content once it has been submitted to Panacea. Panacea shall have no duty to attribute authorship of content to you, and shall not be obligated to enforce any form of attribution by third parties. If it is determined that you retain moral rights (including rights of attribution or integrity) in the content, you hereby declare that (a) you do not require that any personally identifying information be used in connection with the content, or any derivative works of or upgrades or updates thereto; (b) you have no objection to the publication, use, modification, deletion and exploitation of the content by Panacea or its licensees or sublicensees, successors and assigns; (c) you forever irrevocably waive in favor of Panacea and its successors, assigns, officers, employees, affiliates, agents and sublicensees, and agree not to claim or assert any entitlement to, any and all moral rights you may have as an author throughout the World in any of the content; and (d) you forever release Panacea, and its licensees, successors and assigns, from any claims that you could otherwise assert against Panacea by virtue of any such moral rights.

18. Disputes and Arbitration.

(a) If, upon pickup and inspection of the Vehicle, you discover a defect that is allowed to be arbitrated pursuant to the Panacea Deals Corporation Arbitration Policy (“Panacea’s Arbitration Policy” please click here for more information), you may pursue a remedy through the arbitration process as set forth in such policy.

(b) You hereby release Panacea (including our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute with a seller in any way connection with or related to the Site. In entering into this release, you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release. You acknowledge that you are familiar with California Civil Code section 1542, which provides as follows:

A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.

You waive and relinquish any right or benefit that you have or may have under California Civil Code section 1542, or the law of any other jurisdiction to the same or similar effect, with respect to the subject matter of these Terms and Conditions. In connection with this waiver and relinquishment, you acknowledge that you are aware that you may discover claims or facts in addition to or different from those which you now know or believes to exist with respect to the subject matter of these Terms and Conditions. In furtherance of this intention, the releases shall be and remain in effect as full and complete general releases, notwithstanding the discovery or existence of any such additional or different claims or facts. You further represent and warrant that the meaning and effect of California Civil Code section 1542 has been explained to you and that you have had adequate opportunity to discuss fully the effect on their legal rights of the waiver of this section of the Civil Code.

(c) Any controversy or claim between you and Panacea (as opposed to you and a seller) arising out of or relating to these Terms and Conditions or the validity, inducement, or breach hereof (each such controversy or claim is hereinafter referred to as a “Dispute”), shall be settled as follows: first the parties involved in the Dispute shall attempt to resolve any Dispute prior to commencing the procedures. If after seven (7) days the parties are unable to resolve the Dispute, the parties shall submit to non-binding mediation which shall take place for a period of one day in Los Angeles County, California before a mediator that is mutually acceptable to the parties. If the parties are unable to agree on the selection of a mediator, a mediator will be chosen pursuant to the rules of the American Arbitration Association (“AAA”) who will select such mediator from a list of distinguished neutral mediators maintained by the AAA. The mediator shall confer with the parties to design procedures to conclude the mediation within no more than thirty (30) days after initiation. Each party has the right to pursue any provisional relief from the appropriate court, such as attachment, preliminary injunction, specific performance (the parties acknowledging that monetary damages may not be sufficient remedy), replevin, etc. to avoid irreparable harm, maintain the status quo, or preserve the subject matter of the Dispute even though mediation has not been commenced or completed. You may only resolve disputes with Panacea on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed, and you expressly disclaims any right to bring or participate in any such action.

(d) If the parties are unable to resolve the dispute within the thirty (30) day period referred to above, you and Panacea agree that any judicial proceeding will be brought exclusively in the federal or state courts of Los Angeles County, California. Both you and Panacea consent to venue and personal jurisdiction there.

19. Termination of Access to Site. You agree that we may, regardless of the circumstances and without prior notice to you, limit or terminate your use of and access to parts of the Site to which we restrict access, for example, by requiring registration. In addition, we may, regardless of the circumstances and without prior notice to you, terminate your use of and access to the Site entirely. In all events you agree that we will not be liable for any limitation or termination of your use of or access to the Site or any part of the Site. You understand and agree that Panacea has granted the user permission to use the Site only upon this circumstance, and Panacea would not grant user permission to use the Site without Panacea retaining complete and total authority to restrict or terminate access, with or without prior notice and with or without an explanation. Although no reason for termination is required, you are advised that some reasons for termination include, without limitation: (a) a breach or violation or suspected breach or violation of these Terms and Conditions or other incorporated terms or guidelines; (b) a request by law enforcement or another government agency; (c) our decision to discontinue or change all or part of the Site; (d) technical or security issues; and (e) fraudulent activities, illegal activities; or (f) other misuse. You are free to stop using the Site at any time, in your sole discretion and without explanation.

20. Modifications to the Site. Panacea may change, restrict access to, suspend, or discontinue any aspect of the Site at any time, including availability of any feature, database, or content. Panacea may also impose limits on certain features and services without notice or liability. Panacea reserves the right (but assumes no obligation) to delete, move, condense or edit any content on the Site that comes to Panacea’s attention and that Panacea considers unacceptable or inappropriate, whether for legal or other reasons.

21. DISCLAIMER OF WARRANTIES AND LIABILITIES.

(A) PANACEA AND PANACEA’S AFFILIATES PROVIDE THE SITE TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND HEREBY DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES RELATED TO YOUR AND/OR YOUR AUTHORIZED REPRESENTATIVE’S USE OF AND ACCESS TO THE SITE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY WARRANTIES WHICH MAY BE CREATED THROUGH COURSE OF PERFORMANCE AND COURSE OF DEALING.

(B) YOU AGREE THAT PANACEA AND ITS AFFILIATES SHALL HAVE NO LIABILITY WHATSOEVER, ACTUAL OR OTHERWISE, TO YOU OR YOUR AUTHORIZED REPRESENTATIVES BASED ON ANY OF THE FOLLOWING: (I) ANY DELAY, INTERRUPTION IN USE OF, FAILURE IN OR BREAKDOWN OF THE SITE OR ERRORS OR DEFECTS IN TRANSMISSION OCCURRING IN THE COURSE OF ACCESSING OR USING THE SITE; (II) ANY UNLAWFUL OR UNAUTHORIZED USE OF THE SITE; (III) ANY LOSS OF OR DAMAGE TO YOUR RECORDS OR INFORMATION; (IV) ANY CLAIM RESULTING FROM THE TERMINATION OF ACCESS TO THE SITE; OR (V) ANY CLAIM RELATED TO ANY VEHICLE SOLD OR BOUGHT USING THE SITE.

(C) PANACEA IS NOT A PARTY TO THE TRANSACTION BETWEEN THE YOU AND THE SELLER. YOUR SOLE REMEDY FOR ISSUES ARISING FROM VEHICLES IS THROUGH THE SELLER. YOU AGREE THAT PANACEA AND ITS AFFILIATES SHALL HAVE NO LIABILITY WHATSOEVER REGARDING ISSUES WITH VEHICLES.

22. LIMITED REMEDY. IN NO EVENT WILL PANACEA BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM THE USE OF SERVICE (EVEN IF YOU HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY). SHOULD IT BE DETERMINED THAT PANACEA HAS BREACHED ITS OBLIGATIONS, YOUR ONLY RECOURSE IS TO RECEIVE A REFUND OF THE FEE. THIS LIMITATION ON LIABILITY SHALL SURVIVE NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY WARRANTY OR LIMITED REMEDY.

23. Indemnity. You agree at your own expense to defend, indemnify, and hold Panacea and its affiliates, and each of their directors, officers, employees, owners and agents, harmless from and against any loss, damage, liability, demand, lawsuit, debt, charge, action, penalty, interest, claim, cost, tax or expense whatsoever, including without limitation any and all out-of-pocket costs and actual legal and accounting fees, duties and bonds, which Panacea may incur, suffer or be required to pay as a result of or relating to, arising out of, or in connection with (a) your use of the Site; (b) your violation of these Terms and Conditions; (c) your violation of any third party right, including, but not limited to, any intellectual property right, right of attribution, association, integrity, publicity, confidentiality, property or privacy right; (d) any claim in connection with a Vehicle or in connection with purchasing a Vehicle from a person in connection with the Site; or (e) any claim that your information, or your use the property of others, may have caused or did cause damage to a third party, including, but not limited to, claims that your information, or your use of the property of others, infringe the rights of others or caused damages to others. You also agree to defend, indemnify and hold harmless Panacea for reasonable legal and accounting fees, costs, and expenses incurred in enforcing the rights of Panacea against you under these Terms and Conditions.

24. Digital Millennium Copyright Act Compliance. Panacea complies with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers. If you have any complaints or objections to material posted on the Site, or if you believe that material posted on the Site infringes a copyright that you hold, you may contact our Designated Agent. According to the U.S. Digital Millennium Copyright Act, 17 U.S.C. Sec. 512(c)(3), your notice must comply with the following requirements:

(a) A physical or electronic signature of the copyright owner or person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

(b) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

(c) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Panacea to locate the material;

(d) Information reasonably sufficient to permit Panacea to contact you, such as address, telephone number, and, if available, an electronic mail address at which you may be contacted;

(e) A statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

(f) A statement that the information in the notification is accurate and under penalty of perjury, that you are the copyright owner or authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

The Designated Agent for notice of copyright infringement claims may be reached as follows: support@panaceadeals.com.

25. Links to Other Websites. The Site may contain links to third party websites or services that are not owned or controlled by Panacea. Panacea has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third-party websites or services. We do not warrant the offerings of any of these entities/individuals or their websites. You acknowledge and agree that Panacea shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third-party websites or services. We strongly advise you to read the terms and conditions and privacy policies of any third-party websites or services that you visit.

26. Sharing of Username/Password. Sharing or lending your username and password is strictly prohibited. You are responsible for maintaining the confidentiality and security of its username and password. You will be liable and responsible for all actions, omissions, failures to act, and/or transactions conducted in your name with any account issued to you or any of your Authorized Representatives, regardless of whether such action, omission, failure to act, and/or transaction was actually approved or authorized by you. You agree to immediately notify Panacea in writing upon the discovery of any unauthorized use of your account.

27. Waiver, Severability and Assignment. Panacea’s failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable, the remaining provisions of the Terms and Conditions will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under these Terms and Conditions without Panacea’ prior written consent, and any such attempt will be void. Panacea may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest.

28. Governing Law. These Terms and Conditions will be governed by California law except for its conflicts of laws principles. You represent that you have sufficient authority and all right and full power to agree to these Terms and Conditions and to perform your respective obligations under these Terms and Conditions on behalf of yourself or on behalf of the organization for whom you are acting, as the case may be.

29. Entire Agreement. These Terms and Conditions constitute the entire agreement between you and Panacea with respect to the subject matter of these Terms and Conditions, and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms and Conditions.

Last Updated - August 29, 2022

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