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 is solely responsible for administering all products sold by Dealer under this Agreement, including customer support, inquiries, disputes, costs, liabilities, and fulfillment of obligations under the Customer Acknowledgment. Dealer has no responsibility for vehicle purchases or post-sale obligations.

2.2 Training and Materials
Company will provide training, support, program materials, and disclosures to Dealer staff.

2.4 Vehicle Eligibility for Sale
Company sets the eligibility criteria for vehicles and deals sold with FlexPass, including vehicle age, mileage, title/history requirements, and maximum lease or finance term. Current criteria are available at getflexpass.com/dealer-guide and may be updated by Company with written notice to Dealer, effective only for future sales. Eligibility means only that a vehicle may be offered with FlexPass; customer buyback eligibility is governed solely by the Customer Acknowledgment and is unaffected by sale eligibility. Eligibility does not represent or guarantee vehicle performance, condition, or value. Vehicles with structural damage, airbag deployment, other accident history likely to materially affect value, or salvage, rebuilt, flood, fire, hail, or odometer rollback history are ineligible.

3. OBLIGATIONS OF DEALER

3.1 Implementation and Standards
To ensure program success, Dealer agrees to (1) complete the Company’s onboarding and training within fourteen (14) days of signing, (2) designate a primary point of contact for the Company to regularly discuss performance, and (3) provide the FlexPass information card to every customer.

3.2 Sales and Marketing
Dealer will market and sell FlexPass in compliance with Company guidelines and applicable law, using only Company-approved materials, scripts, and disclosures. Dealer may not modify them without Company's prior written consent and must accurately represent FlexPass, including that it is not insurance or a warranty.

3.3 Disclosure to Customers
Dealer will provide the Customer Acknowledgment to each customer for review and signature. Dealer will handle disclosure within the Retail Installment Sales Contract or lease agreement consistent with its standard practices.

3.4 Accuracy and Completeness
Dealer will provide accurate and complete vehicle, deal, and customer information and represents that all deal documents accurately reflect the substance of the transaction and all amounts financed or capitalized, including any prior negative equity.

“Prior negative equity” means the amount by which the payoff on the customer’s trade-in or prior lease or loan exceeded the trade-in’s value and was included in the new loan or lease, whether or not separately disclosed, itemized, or described. Dealer will disclose the trade-in’s actual cash value, trade allowance, and payoff amount. Company may determine prior negative equity using the trade-in’s actual cash value or its value in the valuation guide designated by Company and may treat any portion of a trade allowance above that value as prior negative equity. For purposes of FlexPass, only bona fide amounts attributable to the vehicle transaction are recognized, including the vehicle’s cash price or capitalized cost, taxes, government fees, a dealer documentation fee, FlexPass, and bona fide optional vehicle-related products. Prior negative equity and any amount unrelated to the vehicle purchase or lease, including cash to the customer, other debts, unrelated goods or services, third-party compensation, referral or broker fees, or other amounts not representing bona fide consideration for the vehicle or permitted items above, are excluded regardless of how they are itemized or described (“Excluded Amounts”). Company may determine the substance of any amount without regard to its label, description, placement, or treatment in the deal documents. Company may also treat as an Excluded Amount any portion of a vehicle selling price, dealer-installed accessory, add-on, optional product, service, or fee that Company reasonably determines does not represent bona fide consideration or materially exceeds the customary retail value of the vehicle, product, service, accessory, or other item for which it was charged.

Dealer represents that the vehicle selling price reflects bona fide consideration for the vehicle itself and does not include prior obligations or unrelated amounts. Dealer further represents that the selling price does not materially exceed the fair market value of the vehicle as of the contract date. Company may evaluate selling price against the factory window sticker, applicable valuation guides, contemporaneous retail transactions for comparable vehicles in the same market, and other reasonably relevant transaction data. For new vehicles, any selling price materially above MSRP, including factory-installed options and destination charges, and for used vehicles, any amount Company reasonably determines materially exceeded fair market value, may be treated as an Excluded Amount. Dealer will not increase, reclassify, bundle, shift, disguise, or otherwise structure a vehicle selling price, trade allowance, product price, fee, accessory charge, prior obligation, or other financed or capitalized amount for the purpose or effect of increasing the Buyback Amount, vehicle payoff, or Company’s financial obligation under FlexPass. Any amount Company reasonably determines resulted from such a practice is an Excluded Amount.

Company may review all details of any enrollment. If Company identifies a potential Excluded Amount, it will notify Dealer of its proposed determination. Dealer will have ten (10) business days to correct the information or substantiate the questioned amount with contemporaneous transaction records reasonably satisfactory to Company. Dealer bears the burden of demonstrating that any questioned amount represents bona fide consideration actually provided to the customer and was not included, priced, or structured to increase Company’s obligation under FlexPass. After that period, Company’s determination is final for purposes of this Agreement, absent manifest error.

Excluded Amounts discovered after enrollment remain subject to this Section. Company will calculate the customer’s rights and obligations in accordance with the applicable Customer Acknowledgment. To the extent an Excluded Amount may be excluded from the Buyback Amount under the Customer Acknowledgment, Company may exclude it. Company’s acceptance of an enrollment or failure to identify an Excluded Amount at enrollment does not waive Company’s right to identify, exclude, or recover an amount later discovered under this Section.

3.5 Deal Documentation
Within thirty (30) days of month-end, Dealer will provide Company the signed Customer Acknowledgment and retail installment sales contract or lease agreement for each transaction that includes FlexPass. Upon request, Dealer will provide within ten (10) business days the complete deal file and any additional documentation reasonably necessary to verify the transaction, vehicle eligibility, selling price, trade structure, amounts financed or capitalized, or Company’s obligations under FlexPass. Requested documentation may include the buyer’s order, trade-in valuation records, payoff statements, window stickers, product agreements, cancellation terms, dealer-installed accessory or add-on invoices, customer disclosures, lender funding documents, and records supporting any other unclear amount.

If Dealer fails to timely provide required documentation, Company may suspend or extend processing until the documentation is received to the extent permitted by the Customer Acknowledgment. Dealer is responsible for any loss, expense, increased payoff, additional Buyback Amount, or other liability incurred by Company as a result of Dealer’s failure to timely provide required documentation. Dealer’s failure to provide documentation does not relieve Dealer of any obligation under this Agreement or expand Company’s obligations under the Customer Acknowledgment. Company may determine amounts using the enrollment records and other reasonably reliable information available to it.

If Company determines that information provided by Dealer was inaccurate, incomplete, misleading, unsupported, or inconsistent with the underlying transaction, Company may apply Section 3.4 and may recover from Dealer any resulting increase in Company’s financial obligation under FlexPass.

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 with thirty (30) days’ written notice, including via email.

4.3 Termination for Cause
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 within ten (10) days after written notice;
(b) Dealer materially breaches any other provision of this Agreement and does not cure 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 Company materially breaches this Agreement and does not cure within thirty (30) days after written notice.

4.4 Effect of Termination
Termination does not affect any FlexPass paid in full and valid at the time of termination, which Company will continue to administer. Company has no obligation to honor or administer any FlexPass for which payment has not been received in full.

5. PRICING AND COMPENSATION

Dealer may set any price for FlexPass sold to customers (the “Selling Price”). Dealer cost is $_______ per FlexPass and may be changed by Company on thirty (30) days’ notice, effective only for FlexPasses sold after the change’s effective date. A FlexPass is not valid until Company receives payment. Payment is due within thirty (30) days of submission by ACH or check. If payment is not timely received, Company may suspend new enrollments until all outstanding amounts are paid and may cancel any unpaid FlexPass.

6. LIMITATION OF LIABILITY

Dealer is not liable for claims, damages, or disputes arising from the performance, non-performance, administration, or customer use of FlexPass. Company is solely responsible for eligibility, customer support, customer disputes, and program rules and compliance, except for Dealer’s obligations and resulting consequences under Sections 3.4 and 3.5. Neither party is liable for indirect, incidental, or consequential damages arising from this Agreement.

7. CONFIDENTIALITY

Dealer will keep confidential Company’s non-public confidential, proprietary, or trade secret information, and Company will keep confidential Dealer’s non-public confidential, proprietary, or trade secret information and all Customer Data obtained under this Agreement. Neither party may disclose the other’s confidential information to any third party without prior written consent, except as required by law. Dealer will ensure its employees and agents do not share or misuse access to Company confidential information. During this Agreement and for twelve (12) months after termination, Dealer will not develop or launch a vehicle buyback program substantially similar to Company’s program. This restriction does not prevent Dealer from selling or offering third-party products generally available in the market, provided they were not developed using Company 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 will indemnify, defend, and hold harmless the other party and its officers, directors, employees, and agents from claims, damages, losses, costs, and expenses, including reasonable attorney’s fees, arising from: (a) its breach of this Agreement; (b) its negligence, misconduct, or violation of law; (c) for Company, the administration, eligibility, or operation of its products and services, except to the extent caused by Dealer’s negligence or misconduct; and (d) for Dealer, any material or willful misrepresentation about Company or its products or services, including by omission or failure to disclose the Customer Acknowledgment. These obligations survive termination and are not subject to Section 6.

9.3 Survival
Dealer’s representations, warranties, and obligations regarding the accuracy, classification, and disclosure of vehicle pricing, deal structure, and transaction information survive termination and remain in effect for the duration of each applicable FlexPass.

9.4 Arbitration
Any dispute arising from or related to this Agreement will be resolved by binding arbitration under AAA rules or through another mutually agreed arbitration provider. Either party may bring qualifying claims in small claims court, and Company may seek injunctive relief in court for intellectual property or proprietary matters. The Federal Arbitration Act and Delaware law govern this Section.

9.5 Notices & Electronic Signature
Notices must be in writing, including email, to the addresses below. Electronic signatures are permitted.