This Dealer Agreement (the “Agreement”) is entered into as of the “Effective Date”, by and between LeasePass LLC (“Company” or “Administrator”) and the “Dealer” named on the last page, collectively referred to as the “Parties.” The parties agree as follows:

1. SCOPE OF AGREEMENT

Company authorizes Dealer to market and sell the Company’s vehicle buyback program, FlexPass, to customers under the terms of this Agreement.

2. OBLIGATIONS OF COMPANY

2.1 Program Administration
Company shall administer all products sold by Dealer, including customer support and fulfillment of obligations per the Customer Acknowledgment.

2.2 Training and Support
Company shall provide training, materials, and support to Dealer staff.

2.3 Customer-Facing Materials and Disclosures
Company is solely responsible for preparing and ensuring the accuracy and compliance of all materials and customer disclosures.

2.4 Customer Support
Company is solely responsible for program administration, inquiries, disputes, costs, and liabilities. Dealer has no responsibility for vehicle purchases or post-sale obligations.

2.5 Vehicle Eligibility for Sale
The Company sets and maintains the eligibility criteria governing which vehicles and deals may be sold with FlexPass. These criteria can be viewed at getflexpass.com/dealer-guide, and may be updated by the Company from time to time, with written notice to Dealer. Updates apply only to future sales. Eligibility means only that a vehicle may be offered for sale with FlexPass; it does not relate to or affect any customer’s later buyback eligibility, which is governed solely by the Customer Acknowledgment, nor does it represent or guarantee any aspect of the vehicle’s performance, condition, or value. Vehicles with prior accident history involving structural damage, airbag deployment, or other events likely to materially impact value are ineligible. Vehicles with salvage, rebuilt, flood, fire, hail, or odometer rollback history are also ineligible. The Company may update or expand eligibility criteria at its sole discretion.

3. OBLIGATIONS OF DEALER

3.1 Implementation
Dealer agrees to complete the Company’s onboarding and training within fourteen (14) days of signing and designate a primary point of contact for the Company.

3.2 Sales and Marketing
Dealer agrees to market and sell FlexPass in compliance with Company guidelines and applicable laws, using only Company-approved materials, sales scripts, and disclosures. Dealer shall not modify such materials without prior written consent and must accurately represent the product, including ensuring it is not marketed as an insurance or warranty product.

3.3 Disclosure to Customers
Dealer must provide the Customer Acknowledgment to the customer for review and signature. Disclosure within the Retail Installment Sales Contract or lease agreement is handled by the Dealer consistent with its standard practices.

3.4 Accuracy and Completeness
Dealer will provide accurate vehicle and customer information when submitting deals. Dealer agrees to disclose any prior negative equity carried over from a trade-in or prior lease or loan at the time of sale. For clarity, the Company does not cover prior negative equity; any remaining balance of such amounts will remain the customer’s responsibility at turn-in. Dealer represents that the vehicle selling price reflected in any transaction that includes FlexPass represents bona fide consideration for the vehicle itself and does not include prior obligations, third-party compensation, referral or broker fees, or other amounts unrelated to the current vehicle purchase.

3.5 Deal Documentation
Dealer shall provide the basic deal structure for each sale that includes FlexPass. This may include the buyer’s order, lease worksheet, or similar document reflecting the agreed-upon selling price of the vehicle and any dealer-installed products, protection products, or optional items financed in the transaction. This information enables the Company to complete program administration, confirm eligibility, and accurately classify vehicle-related obligations. The Company may postpone or decline activation of FlexPass if the requested documentation is unavailable or if the submitted details do not align with program requirements. This documentation requirement does not limit Dealer’s discretion to set the customer’s selling price or offer additional products in accordance with applicable law. If, based on documentation provided by Dealer or obtained in connection with a FlexPass transaction, the Company determines that any portion of the loan or lease balance reflects amounts that were misclassified or inaccurately represented at the time of sale, including amounts unrelated to the current vehicle purchase, the Company may exclude such amounts from the Buyback Amount or otherwise treat such amounts in accordance with the Customer Acknowledgment.

4. TERM AND TERMINATION

4.1 Term
This Agreement shall commence on the Effective Date and continue indefinitely until terminated by either party.

4.2 Termination for Convenience
Either party may terminate this Agreement by providing thirty (30) days’ written notice (including email) to the other party.

4.3 Termination for Cause
The Company may terminate this Agreement immediately upon written notice if:
(a) Dealer fails to remit payment owed to Company within thirty (30) days of submission and does not cure such failure within ten (10) days after written notice;
(b) Dealer materially breaches any other provision of this Agreement and does not cure the breach within thirty (30) days after written notice; or
(c) the breach is not reasonably capable of cure.
Dealer may terminate this Agreement immediately upon written notice if the Company materially breaches and fails to cure within thirty (30) days of notice.

4.4 Effect of Termination
Termination of this Agreement shall not affect FlexPasses that have been fully paid for and remain valid at the time of termination, which shall continue to be administered by the Company. The Company shall have no obligation to honor or administer any FlexPasses for which payment has not been received in full.

5. PRICING AND COMPENSATION

Dealer may set any price for FlexPasses sold to customers (the “Selling Price”). The dealer cost is $750.00 per. It may be updated by the Company with thirty (30) days’ notice. Any change will apply only to FlexPasses sold after the effective date of the update.

A FlexPass shall not be valid or effective until payment for it has been received by the Company. Payment must be made within thirty (30) days of submission via Automated Clearing House (ACH) or another mutually agreed method. If payment is not received within that period, the Company may suspend Dealer’s ability to submit new FlexPass enrollments until all outstanding amounts are paid in full, and the Company reserves the right to void any unpaid FlexPass after providing written notice to Dealer.

6. LIMITATION OF LIABILITY

Dealer shall not be liable for any claims, damages, or disputes arising from the performance, non-performance, administration, or customer use of FlexPass. All obligations related to eligibility, customer support, customer disputes, and program rules and compliance are the sole responsibility of the Company. Neither party shall be liable for indirect, incidental, or consequential damages arising from this Agreement.

7. CONFIDENTIALITY

The Dealer shall maintain the confidentiality of the Company’s written materials, and the Company agrees to maintain the confidentiality of all non-public, proprietary, or trade secret information regarding the Dealership and all Customer Data obtained under this Agreement, and not disclose it to any third party without prior written consent of the other party, except as required by law. Dealer, including its employees and agents, must not share or misuse access to confidential Company materials. Dealer agrees that during the term of this Agreement and for twelve (12) months thereafter, Dealer will not develop or launch its own vehicle buyback program that is substantially similar to that of the Company. This restriction does not prevent Dealer from selling or offering other third-party products generally available in the market, provided that such products are not developed using the Company’s Confidential Information.

8. GOVERNING LAW

This Agreement is governed by Delaware law, without regard to its conflicts of law principles.

9. GENERAL PROVISIONS

9.1 Amendments
This Agreement may only be amended in writing signed by both parties.

9.2 Hold Harmless
Each party (“Indemnifying Party”) shall indemnify, defend, and hold harmless the other party and its officers, directors, employees, and agents (“Indemnified Party”) from any claims, damages, losses, costs, or expenses (including reasonable attorney’s fees) arising from: (a) the Indemnifying Party’s breach of this Agreement; (b) the Indemnifying Party’s negligence, misconduct, or violation of law; and (c) with respect to Company, claims relating to the administration, eligibility, or operation of its products and services not caused by Dealer’s negligence or misconduct, and with respect to Dealer, any material or willful misrepresentation of the Company and/or it’s products and services, whether by statement or omission, including failure to disclose the Customer Acknowledgment. These obligations survive termination and are not subject to Section 6 (Limitation of Liability).

9.3 Survival of Representations
Dealer representations, warranties, and obligations relating to the accuracy, classification, and disclosure of vehicle pricing, deal structure, and transaction information for any FlexPass shall survive termination of this Agreement and continue to apply for the duration of each applicable FlexPass.

9.4 Arbitration
Any dispute arising from or related to this Agreement shall be resolved by binding arbitration under the rules of the American Arbitration Association (AAA) or another mutually agreed arbitration provider. Either party may bring qualifying claims in small claims court, and the Company may seek injunctive relief in court for intellectual property or proprietary matters. This clause is governed by the Federal Arbitration Act and Delaware law.