Terms & Conditions – DealShield

Revised 3.23.26

1. General Conditions

By electronically accepting an Offer Letter (defined below), or by purchasing or using any DealShield wholesale vehicle purchase assurance product (including the “DealShield 360 Return Guarantee”, “DealShield Select Return Guarantee” and “Return Advantage Guarantee”)) (each, a “Product”) offered by Online Vehicle Exchange, L.L,C., d/b/a DealShield (“DealShield”), you, both individually and on behalf of your dealership, business, or other entity, or any Affiliates thereof(“Dealer”), acknowledge and agree to the following:

1.1. Dealer and any vehicle(s) to which a Product applies are subject to these DealShield terms and conditions (“Terms and Conditions”), regardless of who pays for the Product. Dealer expressly agrees to these Terms and Conditions as part of its purchase or use of any Product.

1.2. Dealer represents and warrants that it has full authority to purchase and use any Product and/or any Dealer Vehicle to which a Product applies and to make these Terms and Conditions binding on any dealership, business, or other entity or any Affiliates thereof, for whom Dealer is acting as a representative or agent. For purposes of these Terms and Conditions, “Affiliate” means, with respect to a party, any entity that controls, is controlled by, or is under common control with such party. Affiliates of DealShield include Manheim Remarketing, Inc., Cox Automotive, Inc., and their affiliated companies and businesses.

1.3. DealShield and its Affiliates, as private businesses, reserve the right to conduct or decline business with any dealer for any or no reason, just as a Dealer is under no obligation to do business with DealShield or its Affiliates. Dealer shall have no right, remedy, or cause of action for same. Dealer agrees that there are similar products available from other sources and waives any right, remedy, or cause of action in connection with DealShield’s business decisions.

1.4. DealShield reserves the right, in its sole discretion, to (a) reject any acceptance by Dealer of an Offer Letter for any Product, (b) cancel any Product accepted by Dealer, or (c) rescind the benefits of any Product purchased by Dealer, if DealShield believes that (i) Dealer has violated these Terms and Conditions, (ii) Dealer has violated the terms of any Offer Letter, (iii) the purchase price of any vehicle exceeds its valuation based on industry-recognized valuation tools used by DealShield, or (iv) Dealer has violated any policies of DealShield’s Affiliates, or for any other reason as determined in DealShield’s sole discretion (each an “Invalidation”). In the event of an Invalidation, Dealer’s sole remedy for such Invalidation will be a refund of the amount paid, if any, for the affected Product.

2. Products

2.1. Purchase Channels/Dealer Vehicles: For purposes of these Terms and Conditions, “Dealer Vehicle” refers to any eligible vehicle purchased by Dealer through a wholesale auction or wholesale vehicle exchange where DealShield Products are offered (each, a “DealShield Network Auction”) for which Dealer has purchased a Product or the purchase of which included a Product and received a Purchase Confirmation (defined below) from DealShield.

2.2. Product Types:

2.2.1. Subscription Products: Some Products are offered on a “Subscription” basis only, with the Subscription Rate (defined below) applied to each eligible Dealer Vehicle purchased. The Subscription is activated by electronic acceptance of an offer letter provided by DealShield (each an “Offer Letter”). Each Offer Letter will specify the applicable program terms and the limits of Dealer’s Subscription to each Product, including the Subscription Rate. See below for information on Subscription rates and other fees.

2.2.2. Complimentary Products: DealShield may offer promotional products on a discretionary basis. These complimentary Products are subject to the applicable program terms and conditions, if any, in addition to these DealShield Terms and Conditions.

2.2.3. Deductible Products: Some Products are offered under a “Deductible” coverage model with the Return Advantage Product Fee (see Paragraph 8.3.3.) applied to each eligible Dealer Vehicle purchased. The deductible coverage is activated by the purchase of pre-identified inventory (see Paragraph 2.5.1). Each covered Dealer Vehicle will receive a Purchase Confirmation that specifies the applicable program terms, including fees. If Dealer exercises a return, Dealer is subject to all vehicle return requirements as well as payment of a Deductible Fee (see Paragraph 8.3.3.1.) prior to receiving refund or reimbursement. If a Dealer is enrolled in a Subscription Product and purchases a Vehicle covered by a Deductible Product, the Subscription Product terms will apply to that Dealer Vehicle.

2.3. Coverage Terms

2.3.1. Days of Coverage: Each Offer Letter or Purchase Confirmation specifies the maximum number of coverage days for the applicable Product (“Days of Coverage”). In the event of a conflict between the Offer Letter and a Purchase Confirmation, the maximum number of coverage days stated in the Purchase Confirmation prevails. Product coverage begins on the calendar day following the Purchase Date (defined below). Dealer Vehicles may not be returned to DealShield beyond the specified Days of Coverage. For the avoidance of doubt, Days of Coverage are measured in calendar days and include weekends and holidays. However, if the final day of physical return of the Dealer Vehicle (as described in Paragraph 4.1 below) falls on a day when the authorized auction facility is closed, the Dealer Vehicle must be returned to the authorized auction facility by close of business on the next calendar day that the facility is open.

2.3.1.1 Extended Coverage For Ready Logistics Transport: If the Dealer Vehicle is guaranteed by a Subscription Product and transported by Ready Logistics, the Days of Coverage may be extended, on request by Dealer, by the number of days the Dealer Vehicle is in transit on a Ready Logistics Transport Vehicle. Requests for extension must be submitted either via email to Dealer’s assigned DealShield performance manager or by contacting DealShield’s Client Care team via email or phone. DealShield will confirm the number of transit days with Ready Logistics, and their data will be final and binding.

2.3.1.2 No Extension for Possession Delays: In no event will a delay by Dealer in taking possession and control of the Dealer Vehicle result in an extension of the Days of Coverage.

2.3.2. Odometer Mileage Covered: Each Offer Letter or Purchase Confirmation specifies the maximum number of miles that Dealer may add to the Dealer Vehicle’s odometer prior to its return (“Odometer Mileage”). In the event of conflict between the Offer Letter and a Purchase Confirmation, the maximum number of miles in the Purchase Confirmation prevails.

2.4. Vehicle Eligibility for DealShield Select Return Guarantee – Badging

2.4.1. DealShield Select Return Guarantee is a Subscription Product. Subscribing Dealers may use the DealShield Select Return Product only for eligible vehicles that are offered as DealShield Select eligible. Eligible vehicles will be identified by a DealShield Select badge (a yellow shield with “S” on vehicle’s Vehicle Display or search results page), a banner message on the Vehicle Display page, or a verbal or written announcement in lane. DealShield Select Return is not available for vehicles that are not Badged. Badged vehicles remain subject to all Product exclusions (see Paragraph 2.6), the Purchase Confirmation process (see Paragraph 2.7), and all vehicle return requirements. DealShield retains sole discretion to determine vehicle eligibility and the availability of DealShield Select Return. Notwithstanding anything to the contrary in these Terms and Conditions, the presence of a DealShield Select indicator does not guarantee that the DealShield Select Return Product will be available to Dealer.

2.5 Vehicle Eligibility for Return Advantage Guarantee

2.5.1 Return Advantage Guarantee is a Deductible Product. Dealers may use the Return Advantage Product only for eligible vehicles that are indicated as Return Advantage Guarantee eligible. Eligible vehicles will be identified by a Return Advantage Guarantee indicator (Ron the vehicle’s online Vehicle Display or search results page), a banner message on the Vehicle Display page, a verbal or written announcement in lane, or a visual indicator physically present on the vehicle. Return Advantage Guarantee is not available for vehicles without any of these indicators. Eligible vehicles remain subject to all Product exclusions (see Paragraph 2.6), the Purchase Confirmation process (see Paragraph 2.7), and all vehicle return requirements (see Paragraph 4). DealShield retains sole discretion to determine vehicle eligibility and the availability of the Return Advantage Guarantee. Notwithstanding anything to the contrary in these Terms and Conditions, the presence of an indicator does not guarantee that the Return Advantage Guarantee will be available to Dealer. If a Dealer is enrolled in a Subscription Product and purchases a Vehicle covered by a Deductible Product, the Subscription Product terms will apply to that Dealer Vehicle.

2.6. Exclusions – All Products: Unless otherwise agreed to by DealShield in writing, the Products are not available and may not be purchased for:

2.6.1. vehicles with an odometer reading of more than 250,000 miles;

2.6.2. vehicles designated “true miles unknown” or “not actual miles,” or where the true odometer reading is unknown;

2.6.3. vehicles with a purchase price in excess of $100,000 U.S. Dollars;

2.6.4. vehicles with a model year that is 20 years or older than the current calendar year;

2.6.5. trailers, motorcycles, watercraft, recreational vehicles (RVs) or heavy equipment;

2.6.6. Class 4 and higher (weight greater than 14,000 pounds) trucks and other vehicles, as determined by the Gross Vehicle Weight Rating (GVWR) established by the US Department of Transportation;

2.6.7. vehicles that have been up-fitted for specialty purposes by non-OEM providers or vehicles that differ from the manufacturer’s original factory specifications, including but not limited to: bucket trucks, tow trucks, stake-bed trucks, dump trucks, refrigerated trucks, modified cargo/transit vans, shuttle vans, school vans, etc.;

2.6.8. vehicles considered salvage, salvage-rebuild, biohazard, total loss claim, flood, or bonded, previously stolen vehicles, inoperable vehicles, vehicles deemed unsafe to drive, or vehicles acquired through a Total Resource Auction or other salvage sale;

2.6.9. vehicles sold under a Manufacturer’s Statement of Origin (MSO), Manufacturer’s Certificate of Origin (MCO), sold as government vehicles or otherwise sold without a negotiable US title.

2.6.10. vehicles with state-issued reassigned VIN numbers;

2.6.11. vehicles subject to or previously subject to a manufacturer buyback, or consumer buyback by manufacturer, including vehicles subject to any “lemon law”;

2.6.12. kit vehicles, homemade vehicles and other modified vehicles; and

2.6.13. hand-built or exotic vehicles (including, but not limited to, Audi R8, Aston Martin, Bentley, Bugatti, Dodge Viper, Ferrari, Fisker, LaForza, Lamborghini, Lotus, Maserati, Maybach, McLaren, Panoz, H1 Hummer and Rolls Royce), Subaru WRX, Mitsubishi Lancer EVO, all hydrogen vehicles (including, but not limited to, Toyota Mirai, Honda Clarity Fuel Cell, Hyundai Nexo, BMW i5, Hyundai Staria, and Hyundai Vision FK), compressed natural gas fuel units, and liquified petroleum gas fuel units.

2.7. Purchase Confirmation Process: Upon completion of Dealer’s purchase of an eligible vehicle (each a “Product Purchase Request”) the following process applies:

2.7.1. Acceptance After Review: If the Product Purchase Request is automatically accepted by DealShield, subject to Dealer’s payment of any applicable Fees (defined below) and these Terms and Conditions, DealShield will provide the Product identified in the purchase confirmation notification (each, a “Purchase Confirmation”).

2.7.2. Pending Review: If the Product Purchase Request is flagged for further review by DealShield, Dealer shall receive notice that the transaction is in “Pending” status.

2.7.2.1. Acceptance After Review: If the Product Purchase Request is subsequently deemed eligible, the Pending status will be removed, and Dealer will receive a Purchase Confirmation. Subject to Dealer’s payment of any applicable Fees (defined below) and these Terms and Conditions, DealShield will provide the Product identified in the Purchase Confirmation.

2.7.2.2. Rejection After Review: If the Product Purchase Request is subsequently determined by DealShield, to be ineligible, Dealer will receive a notice that the vehicle is not eligible for the Product.

2.7.3. Right to Refuse or Invalidate: DealShield reserves the right, in its sole discretion, to Invalidate a Product (as described above) or refuse to accept any Product Purchase Request from Dealer or any other party for any reason, including, but not limited to Dealer not being in good standing with or owing outstanding payables to DealShield, its Affiliates, or DealShield Network Auctions.

3. DealShield-Ordered PSI: DealShield reserves the right, at its own expense, to order a post-sale inspection (“PSI”) of any Dealer Vehicle, to be conducted by the applicable DealShield Network Auction, unless Dealer provides notice declining performance of the PSI.

3.1. If Dealer Vehicle fails the PSI, Dealer may initiate arbitration if there is an arbitrable issue under the then-current arbitration policies of the DealShield Network Auction.

3.1.1. If the Dealer chooses to keep the Dealer Vehicle despite failing the PSI, the DealShield Product will remain in effect, and the Dealer will remain responsible for payment of the DealShield Fee. If Dealer later returns the Dealer Vehicle to DealShield, any price adjustments made during the arbitration process will be reflected in the Reimbursement Amount (defined below).

3.2. In the event of any unwind of the sale through Dealer’s arbitration due to the results of a DealShield-ordered PSI, the Dealer Vehicle will not be subject to the Fee for the DealShield Product.

4. Vehicle Returns:

4.1. To return a Dealer Vehicle, Dealer shall:

4.1.1. initiate a Vehicle Return Authorization (“VRA”) through dealshield.com, and upon receipt of the completed VRA from DealShield, Dealer shall follow the steps in Paragraphs 4.1.2 and 4.1.3 below.;

4.1.1.1. Any Dealer Vehicle returned to DealShield must be in the same condition it was in at the time of purchase by Dealer, as detailed in Paragraph 4.4, subject to Odometer Mileage Covered as permitted by the Offer Letter or Purchase Confirmation.

4.1.2. return a clear and negotiable title as set forth in the Dealer Representations, Warranties, and Obligations in Paragraph 8 below;

4.1.3. return the Dealer Vehicle and a copy of the completed VRA to the auction facility selected by Dealer on DealShield.com within the Days of Coverage applicable to the Dealer Vehicle.

4.1.4. Upon payment of all applicable Fees associated with the Dealer Vehicle, fulfillment of all Dealer Representations, Warranties, and Obligations, and delivery of the Dealer Vehicle and its clear and negotiable title to DealShield, DealShield will repurchase the Dealer Vehicle, or arrange for the Reimbursement Amount (defined below).

4.1.4.1 For Deductible Products, a “Deductible Fee” must be paid by Dealer and accepted by DealShield prior to DealShield issuing a reimbursement or refund (see Paragraph 8.3.3.2). Payment is due within five (5) business days of initiation of the VRA. DealShield will issue an invoice for the Deductible Fee.

4.2. Vehicle Reimbursement: For each Product purchased or used by Dealer and confirmed by DealShield as set forth above, if a vehicle return request is accepted by DealShield, DealShield will reimburse or refund to Dealer the Reimbursement Amount for the Dealer Vehicle. For the purposes of these Terms and Conditions “Reimbursement Amount” means the purchase price of the Dealer Vehicle plus auction buy fee, less any price adjustments that occur after the sale through arbitration or other post-sale adjustments and other fees as determined by DealShield, including: transportation costs, vehicle reconditioning, the DealShield Fees, the Deductible Fees, and inspection fees.

4.2.1. In addition, DealShield reserves the right to deduct from the Reimbursement Amount any outstanding payables, including but not limited to DealShield Fees and arbitration adjustments

4.3. Arbitration: The arbitration policies of the Dealshield Network Auction where the Dealer Vehicle was purchased shall govern. To the extent a DealShield Network Auction does not have an arbitration policy, Dealer agrees that the terms and conditions set forth in the NAAA Arbitration Policy, shall govern.

4.3.1. DealShield reserves the right to pursue arbitration on behalf of the Dealer if a Dealer Vehicle is returned to DealShield within the allowed arbitration time period. If Dealer returns a Dealer Vehicle and DealShield arbitrates on behalf of the Dealer, DealShield will not refund the DealShield Fee.

4.4. Like Condition: If DealShield reasonably determines that the condition of the Dealer Vehicle at the time of its return is different than its condition at the time of purchase (including any missing or replaced parts or accessories), DealShield may, in its sole discretion, refuse to accept the return of the Dealer Vehicle. If DealShield accepts the return of the Dealer Vehicle and determines afterward that there has been a change in condition of the Dealer Vehicle between the time of purchase of the Dealer Vehicle and the date of return, DealShield reserves the right in its sole discretion to unwind such acceptance and/or any repurchase of the Dealer Vehicle, per Paragraph 4.4.3.

4.4.1. Dealer acknowledges and agrees that Dealer is exclusively responsible for any issue arising from the changed condition of a Dealer Vehicle being returned to DealShield, regardless of whether such issue was caused by Dealer, any third party, any force majeure event or act of God (including hail damage, any other weather related damage, or any other issue caused by forces outside of Dealer’s control), or any other cause.

4.4.2. DealShield’s determination of the condition of any Dealer Vehicle is final and binding on the parties.

4.4.3. In the event that any Dealer Vehicle returned to DealShield is not in the same condition as the condition of such Dealer Vehicle at the time of purchase by Dealer (subject to the Odometer Mileage Covered ), and such Dealer Vehicle is repurchased by DealShield or the Dealer is otherwise refunded the Reimbursable Amount for such Dealer Vehicle, then DealShield reserves the right, at its election, to either:

4.4.3.1. unwind such repurchase and/or refund transaction and charge Dealer’s account at the DealShield Network Auction for the full Reimbursement Amount, in which case Dealer shall be responsible for paying such amount and, if applicable, repurchasing the Dealer Vehicle, in each case in accordance with the normal payment policies of the applicable DealShield Network Auction, or

4.4.3.2. proceed to resell such Dealer Vehicle in whatever manner it deems appropriate, including on Dealer’s behalf.

4.4.3.3. In the event of any unwind:

4.4.3.3.1. Pursuant to Paragraph 4.4.3.1, DealShield shall relinquish the applicable Dealer Vehicle (and transfer title and ownership thereto) to Dealer upon receipt of payment in full from Dealer for the Dealer Vehicle;

4.4.3.3.2. Pursuant to Paragraph 4.4.3.2, DealShield shall have the right to invoice Dealer for the difference between the net proceeds received from the resale of the Dealer Vehicle and the Reimbursement Amount, if the resale amount is less than the Reimbursement Amount.

4.4.4. Dealer acknowledges and agrees that, in the event of any dispute or disagreement with respect to the Product or any Dealer Vehicle, the refund of the Reimbursement Amount to Dealer shall be Dealer’s sole and exclusive remedy. DealShield shall not, in any event, have any obligation to refund or return the Reimbursement Amount for any Product to any third-party buyer of a Dealer Vehicle as a result of any dispute between Dealer and DealShield.

5. Time-Limited Price Surcharge: DealShield may, in its discretion, implement a surcharge mechanism to adjust pricing during certain market conditions for Dealer Vehicles. DealShield will provide Dealer with a minimum of 5 business days’ notice of any per-vehicle surcharge, along with the anticipated timeframe for which this surcharge will be applied to all Dealer Vehicles. Dealer acknowledges and agrees that DealShield may, in its sole discretion, temporarily impose this uniform surcharge on the sale of a Product on a complete or partial basis.

6. Temporary Suspension of Product: DealShield may, in its sole discretion, temporarily suspend the sale of the Products during certain market conditions. DealShield will provide Dealer with a minimum of 1 business days’ notice of any Product suspension and the anticipated timeframe during which the suspension will be in effect. Dealer acknowledges and agrees that DealShield may, in its sole discretion, suspend the sale of Product on a national or regional basis, during a period of severe market distress.

7. Temporary Return Limit: DealShield may, in its sole discretion, impose a temporarily limit, a “Return Limit”, on the number of vehicles that Dealer may return on a national or regional basis. DealShield will provide a minimum of 1 business day’s notice of any Return Limit and the anticipated timeframe during which the Return Limit will be in effect. Dealer acknowledges and agrees that DealShield may, in its sole discretion, temporarily limit vehicle returns.

8. Dealer Representations, Warranties, and Obligations

8.1. Title and Documentation: Dealer will process the necessary paperwork to obtain clear title to the Dealer Vehicle and assign it to DealShield or its designee prior to any return of the Dealer Vehicle to DealShield. Dealer will also cooperate in providing any other paperwork or signatures reasonably requested by DealShield to process a returned Dealer Vehicle and/or reimbursement request.

8.1.1. Dealer represents and warrants that (i) each Dealer Vehicle sold to DealShield under these Terms and Conditions has clear title and is free and clear of any judgments, liens or citations, and (ii) the odometer reading on any Dealer Vehicle and the odometer statement related to such Dealer Vehicle is true and accurate in all respects.

8.1.2. For value received, Dealer hereby irrevocably appoints DealShield and its Affiliates and DealShield Network Auctions to be Dealer’s agent and attorney–in–fact with full and complete authority to take all steps, do all things, and authenticate, sign, E – sign, or otherwise acknowledge any and all documents, including but not limited to odometer disclosure statements, title documents (including applications for duplicates), bills of sale, invoices, and any other documents needed to perfect title in any Dealer Vehicle that may be repurchased or otherwise remarketed by DealShield or any of its Affiliates, in each case as deemed necessary, incidental, desirable, or expedient, in DealShield’s sole judgment, for any Dealer Vehicle under these Terms and Conditions, for the provision of any goods and/or services under these Terms and Conditions, and/or to assist DealShield with its efforts to provide Products or other goods and services. Dealer acknowledges that Dealer may be required to execute such valid power of attorney document(s) covering the foregoing activities and authority as DealShield may request from time to time in its sole discretion. Dealer shall hold harmless DealShield, its Affiliates and DealShield Network Auctions from any and all claims, losses, or causes of action associated therewith.

8.2. Transaction Integrity:

8.2.1. Dealer further represents and warrants that:

8.2.1.1. the Product is being purchased by Dealer as part of a bona fide and valid arm’s length vehicle transaction through a DealShield Network Auction;

8.2.1.2. the Dealer Vehicle was purchased by Dealer in a transaction involving competitive bidding;

8.2.1.3. Dealer is not purchasing or selling the Dealer Vehicle in collusion with any other person or entity, including, without limitation the seller or any subsequent buyer of the Dealer Vehicle;

8.2.1.4. there is no crossover representation among parties to the vehicle transaction (e.g. an affiliated buyer and seller, a dual agent, etc.);

8.2.1.5. neither Dealer, nor to Dealer’s knowledge any other person or entity, has engaged in any kind of fraudulent, collusive, wrongful or improper conduct with respect to the Dealer Vehicle or any Product, including, by way of example and not limitation, bidding on the Dealer Vehicle in order to artificially inflate the sale price for such Dealer Vehicle.

8.2.2. DealShield reserves all rights, including the right to take any applicable legal action against any Dealer whom DealShield reasonably suspects has committed or participated in any fraudulent, collusive, improper, or wrongful conduct with respect to Dealer Vehicle or any Product.

8.2.3. Dealer acknowledges that DealShield is a private business and, at any time in its sole discretion, has the right to decline to do business with Dealer or any other person (including any buyer of a Dealer Vehicle), for any reason whatsoever.

8.2.4. Dealer acknowledges and agrees that neither it nor its Affiliates shall be permitted to repurchase any Dealer Vehicle within the ninety (90) day period immediately following the date of DealShield’s repurchase of such Dealer Vehicle.

8.2.4.1. If Dealer repurchases any Dealer Vehicle within the ninety (90) day period, Dealer shall either:

8.2.4.1.1. return the Reimbursement Amount to DealShield, or

8.2.4.1.2. in the event that Dealer repurchases Dealer Vehicle for less than the original purchase price then Dealer shall pay to DealShield the difference between the original purchase price and the repurchase price of Dealer Vehicle.

8.2.5. Dealer shall comply with all applicable federal, state, provincial and local laws, rules and regulations relating in any way to vehicle sales and purchases and the Products.

8.2.6. Dealer will maintain complete and accurate records of the transactions made pursuant to these Terms and Conditions for a period of at least three (3) years following the date of the applicable transaction. Dealer and its agents will, upon reasonable request by DealShield and at all reasonable times during the foregoing retention period, make such records available for inspection by DealShield or its authorized representatives, and give DealShield and its authorized representatives reasonable access, during regular business hours, to Dealer’s personnel and other representatives in connection with such audit.

8.2.7. Notwithstanding anything to the contrary set forth herein, Dealer hereby acknowledges and agrees that if DealShield, its Affiliate, or DealShield Network Auction knows or reasonably believes that Dealer has breached any of the foregoing representations, warranties or covenants, DealShield, its Affiliates, and DealShield Network Auctions may refuse to repurchase or accept the return of any Dealer Vehicle, and may pursue any other remedies available at law or in equity, under these Terms and Conditions or otherwise. Dealer further acknowledges and agrees that such remedies shall include, without limitation:

8.2.7.1. the right to deny Dealer access to auctions and other sales channels operated by Manheim and its Affiliates or DealShield Network Auctions;

8.2.7.2. the right to prohibit Dealer and its Affiliates from purchasing or benefiting from any Product; and,

8.2.7.3. the right to set-off any amounts owed to Dealer or its Affiliates including as provided for herein.

8.3. Fees & Payment:

8.3.1 Subscription Rate: By accepting the Offer Letter, Dealer agrees to the initial Subscription rate specified in the Offer Letter (“Subscription Rate”). This Subscription Rate applies to each eligible Dealer Vehicle. Subscription Rates are reassessed monthly, and DealShield will notify Dealer of any adjustments – whether increase or decrease – prior to any adjustment taking effect. DealShield reserves the right to adjust the Subscription Rate either automatically via electronic communication or through direct engagement with DealShield’s Performance Management Team.

8.3.2 Vehicle Price Surcharge: For any Dealer Vehicle covered by a Subscription Product with a sale price exceeding $35,000, DealShield will apply a surcharge of 1.5% surcharge on the sale amount in excess of $35,000.

8.3.3. Return Advantage Guarantee:

8.3.3.1 Product Fee: At purchase, DealShield will charge a one-time “Product Fee” for Dealer Vehicles eligible for Return Advantage Guarantee. The Product Fee will be stated in the Purchase Confirmation.

8.3.3.2. Deductible Fee: In addition, if Dealer returns a Dealer Vehicle covered by the Return Advantage Guarantee, Dealer must pay a Deductible Fee equal to five percent (5%) the vehicle purchase price.

8.3.4 Dealer will pay DealShield the Subscription Rate, any other fees – including any Vehicle Surcharge – specified in each Purchase Confirmation, the Product Fee, the Deductible Fee, and all other amounts due hereunder (collectively, the “Fees”). DealShield, through its authorized vendor, may charge the Dealer’s credit card or other payment method on file at the time of Product purchase to collect all applicable Fees.

8.3.5. All Fees paid by Dealer pursuant to these Terms and Conditions are non-refundable, except as expressly provided herein. Dealer is responsible for and will pay all federal, state, and local taxes imposed on the Fees or Products excluding taxes based on DealShield’s income.

8.3.6. Notwithstanding anything to the contrary in these Terms and Conditions, if Dealer fails to timely pay any Fees due for a Product, DealShield may, in its sole discretion and without any prior notice to Dealer, cancel such Product order or reject the Dealer’s Product Purchase Request for the applicable Dealer Vehicle. These rights are in addition to any other rights or remedies available to DealShield under these Terms and Conditions, at law or in equity.

8.3.7. Dealer acknowledges and agrees that once a Dealer Vehicle covered by a Product is sold by Dealer, that Dealer has received the full intended benefit of the Product. Accordingly, DealShield is under no obligation to refund to Dealer the purchase price of such Product, even if DealShield declines to repurchase or accept the return of such Dealer Vehicle from the buyer as provided for herein.

8.4. Excess Returns: DealShield reserves the right, in its sole discretion, to charge an excess return fee as set forth below (“Excess Return Fee”) for each Dealer Vehicle returned by Dealer if operating under Excess Return Status.

8.4.1. For purposes hereof, Dealer will be considered to be “operating under Excess Return Status” if, within any 30-day period:

8.4.1.1. Dealer has purchased ten (10) or more Dealer Vehicles in that time period;

8.4.1.2. Dealer has returned 20% or more (see below) of the number of Dealer Vehicles purchased by such Dealer.

8.4.2. If one of the return thresholds below is met, the associated Excess Return Fees will be assessed to each return above that threshold. DealShield will bill Dealer directly and will not process reimbursements or refunds for Dealer Vehicles until such Excess Return Fees are paid in full. DealShield reserves the right to: (1) deduct the Excess Return Fees directly from the reimbursement of the vehicles that exceed the threshold; and (2) offer an option to Dealer to cancel returns to lower return rates below any of these thresholds:

8.4.2.1. If returns are 20% to 29% of the number of total Dealer Vehicles, each return will be assessed a $3,000 Excess Return Fee;

8.4.2.2. If returns are 30% to 39% of the number of total Dealer Vehicles, each return will be assessed a $3,500 Excess Return Fee;

8.4.2.3. If returns are 40% to 49% of the number of total Dealer Vehicles, each return will be assessed a $4,000 Excess Return Fee;

8.4.2.4. If returns meet or exceed 50% of the number of total Dealer Vehicles, each return will be assessed a $5,000 Excess Return Fee.

9. Indemnification: Dealer will indemnify, defend and hold harmless DealShield, its DealShield Network Auctions, Affiliates, and subsidiaries, and their respective successors and assigns, and all of their respective officers, directors, employees and agents (collectively, the “DealShield Indemnified Parties”) from and against any and all claims, losses, demands, causes of action, debts or liabilities, including reasonable attorneys’ fees, arising out of or resulting from (a) any breach or alleged breach of Dealer’s obligations, representations or warranties under these Terms and Conditions (or any obligations, representations or warranties of any buyer of any Dealer Vehicle that may be sold by Dealer), or (b) any claim or demand made by any buyer or future owner or holder of a Dealer Vehicle for which Dealer has purchased any Product.

10. LIMITATION ON LIABILITY: IN NO EVENT WILL THE DEALSHIELD INDEMNIFIED PARTIES BE LIABLE TO DEALER OR ANY THIRD PARTY (INCLUDING ANY BUYER OF A DEALER VEHICLE) FOR ANY SPECIAL, INDIRECT, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS OR OTHERWISE IN CONNECTIN WITH THE PRODUCTS, UNDER ANY CAUSE OF ACTION, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE DEALSHIELD INDEMNIFIED PARTIES’ TOTAL LIABILITY TO DEALER OR ANY THIRD PARTY (INCLUDING ANY BUYER OF A DEALER VEHICLE) FOR ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF THE PRODUCTS OR THESE TERMS AND CONDITIONS WILL NOT EXCEED, IN THE AGGREGATE, THE TOTAL FEES ACTUALLY PAID BY DEALER TO DEALSHIELD WITH RESPECT TO THE PRODUCT FOR THE DEALER VEHICLE AT ISSUE.

11. Proprietary Rights: The Products and these Terms and Conditions constitute the intellectual property of and are owned by DealShield and/or its Affiliates. DealShield and/or its Affiliates retain all rights, including all patent, copyright, trademark, trade secret, and other intellectual property or proprietary rights in and to the Products. The Products are valuable trade secrets of DealShield and/or its Affiliates.

12. Account Information; Liability for Account Activity: Any username or password provided to or created by Dealer for use in connection with the Products and the purchase thereof by Dealer may not be shared with anyone without the prior written authorization of DealShield. Notwithstanding the foregoing, Dealer is solely responsible for and liable for any and all activity occurring on Dealer’s accounts or under Dealer’s username(s) and password(s), including the payment of all Fees owed for Products purchased through such accounts. Dealer agrees to immediately notify DealShield of any unauthorized use of Dealer’s account, username or password or any other breach of security.

13. Right of Set-Off: Notwithstanding anything to the contrary in these Terms and Conditions, if Dealer fails to pay any Fees or other amounts owed to DealShield or its Affiliates within thirty (30) days of the due date, DealShield and its Affiliates may deduct and set-off such unpaid Fees or other amounts from any amounts that become or are due or owing to Dealer (including any amounts owed to Dealer in connection with the return of any Dealer Vehicle). Additionally, DealShield and its Affiliates may deduct and set-off from any amount owed to Dealer for any Dealer Vehicle being repurchased or accepted for return, an amount equal to any unpaid Fees or other amounts owed for any Product or service provided with respect to such Dealer Vehicle regardless of whether such unpaid Fees or other amounts are past-due.

14. ARBITRATION AND CLASS ACTION WAIVER

14.1. DEALER AGREES TO ARBITRATE ANY DISPUTE OR CLAIM THAT IT MAY HAVE WITH DEALSHIELD THAT ARISES OUT OF OR RELATES IN ANY WAY TO THESE TERMS AND CONDITIONS OR ANY PRODUCT. ARBITRATION CONDUCTED HEREUNDER SHALL BE FINAL AND BINDING. THIS ARBITRATION PROVISION MEANS THAT DEALER’S CLAIMS AGAINST DEALSHIELD WILL BE RESOLVED THROUGH ARBITRATION RATHER THAN LITIGATION IN COURT. DEALER ACKNOWLEDGES THAT DEALSHIELD MAY (BUT SHALL NOT BE REQUIRED TO) SUBMIT TO ARBITRATION ANY DISPUTE OR CLAIM THAT IT MAY HAVE AGAINST DEALER, WITH ANY SUCH ARBITRATION BEING GOVERNED BY THE PROVISIONS OF THIS PARAGRAPH 14.

14.2. DEALER MAY OPT OUT OF THIS ARBITRATION AGREEMENT AND DOING SO WILL NOT IN ANY WAY PREJUDICE OR AFFECT DEALER’S BUSINESS WITH DEALSHIELD. TO EXERCISE THIS OPT-OUT RIGHT, DEALER MUST PROVIDE WRITTEN NOTICE OF ITS ELECTION TO OPT OUT TO DEALSHIELD AT THE FOLLOWING ADDRESS: C/O MANHEIM, 6205 PEACHTREE DUNWOODY ROAD, ATLANTA, GEORGIA 30328, ATTN: LEGAL DEPARTMENT, NO LATER THAN THIRTY (30) DAYS AFTER DEALER’S INITIAL ACCEPTANCE OF THESE TERMS AND CONDITIONS. THE PROCEDURE SPELLED OUT HEREIN IS THE ONLY WAY TO OPT OUT OF THIS ARBITRATION AGREEMENT, AND ANY ATTEMPTS TO OPT OUT AFTER THE DEADLINE SET FORTH HEREIN WILL BE INEFFECTIVE.

14.3. ANY ARBITRATION PROCEEDING HEREUNDER WILL TAKE PLACE ON AN INDIVIDUAL BASIS. CLASS ARBITRATIONS AND CLASS OR REPRESENTATIVE PROCEEDINGS OF ANY KIND ARE NOT PERMITTED AND DEALER EXPRESSLY WAIVES ITS ABILITY TO PARTICIPATE IN A CLASS OR REPRESENTATIVE PROCEEDING AGAINST DEALSHIELD. TO THE EXTENT THAT DEALER OPTS OUT OF ARBITRATION FOLLOWING THE PROCEDURE SET FORTH IN PARAGRAPH 14.2, OR IF THIS ARBITRATION AGREEMENT IS FOUND INAPPLICABLE TO DEALER’S DISPUTE WITH DEALSHIELD, THIS CLASS ACTION WAIVER WILL CONTINUE TO APPLY IN LITIGATION. DEALER AGREES THAT THIS CLASS ACTION WAIVER IS AN ESSENTIAL ELEMENT OF ITS AGREEMENT WITH DEALSHIELD AND THAT IT MAY NOT BE SEVERED. IN THE EVENT THAT THIS CLASS ACTION WAIVER IS DEEMED INVALID OR UNENFORCEABLE, THEN THE ENTIRE AGREEMENT TO ARBITRATE WILL BE NULL AND VOID.

14.3.1. Any dispute or claim subject to arbitration hereunder shall be submitted to binding arbitration administered by the Judicial Arbitration and Mediation Service (“JAMS”) pursuant to its Streamlined Arbitration Rules and Procedures as in effect at the time of the submission of such dispute or claim (the “JAMS Streamlined Rules”). The disputes and claims subject to arbitration hereunder will be resolved by a single arbitrator selected pursuant to the JAMS Streamlined Rules. The arbitrator shall be bound by and shall strictly enforce these Terms and Conditions and any other applicable agreement between Dealer and DealShield, and may not limit, expand or otherwise modify any provision of these Terms and Conditions or the provisions of any other applicable agreement between Dealer and DealShield. The arbitrator may award any relief that a court of law could applying the limitations of liability set forth in these Terms and Conditions. The arbitrator may award injunctive relief if permitted by law – but the injunctive relief awarded by the arbitrator may not extend beyond Dealer’s business and dealings with DealShield. The laws of the State of Georgia will apply to any claims or disputes between Dealer and DealShield. Any arbitration will be held in Atlanta, Georgia and conducted in English, unless otherwise agreed upon by the parties in writing. Each party will bear its own expenses in the arbitration and will share equally the costs of the arbitration; provided, however, that the arbitrator shall award DealShield its costs and fees if it is determined that Dealer submitted or filed any arbitration in bad faith or that Dealer’s claims against DealShield have no reasonable legal basis.

14.3.2. Dealer agrees that its transactions with DealShield evidence transactions in interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of this arbitration clause and class action waiver (notwithstanding the application of Georgia law to any underlying claims). Dealer also agrees that this arbitration clause and class action waiver survives any termination of these Terms and Conditions or any other agreement between Dealer and DealShield.

15. Governing Law/Venue: These Terms and Conditions and performance hereunder are governed by the laws of the State of Georgia, without regard to its conflicts of laws rules. The parties hereby agree that the sole jurisdiction and venue for any action to enforce any arbitration proceeding, or any other litigation arising from or relating to these Terms and Conditions, to the extent not otherwise subject to mandatory arbitration pursuant to the arbitration clause set forth in Paragraph 14, will be an appropriate federal or state court located in Fulton County, Georgia.

16. Changes to Terms and Conditions: DealShield reserves the right to modify these Terms and Conditions from time to time and will post any such changes on the DealShield website. Dealer agrees that the purchase or use of any Product after such changes have been posted to the DealShield website will constitute Dealer’s assent to any such changes.

17. Miscellaneous: Any delay in or failure of performance by DealShield under these Terms and Conditions will not be considered a breach of these Terms and Conditions and will be excused to the extent caused by any occurrence beyond DealShield’s reasonable control. These Terms and Conditions, together with the Manheim Privacy Policy, specifically incorporated herein by reference, constitute the complete and exclusive agreement between the parties relating to the subject matter hereof. These Terms and Conditions supersede all prior proposals, understandings and all other agreements, oral and written, between the parties with respect to the subject matter hereof. DealShield’s failure to insist upon Dealer’s compliance with any requirement of these Terms and Conditions or exercise any right provided for herein will not be deemed a waiver of Dealer’s non-compliance or any right of DealShield. If any of these Terms and Conditions are held to be invalid, illegal or unenforceable by an arbitrator or by a court of competent jurisdiction (as applicable), such provision will be deemed restated, in accordance with applicable law, to reflect as nearly as possible the original intentions of the parties, and the remainder of these Terms and Conditions will remain in full force and effect. The Parties hereto agree that this Agreement, and all correspondence, documentation, and legal proceedings relating to this Agreement, be written or otherwise conducted in the English language.