Vendor Terms of Use

1.1Authorized Categories. Vendor may only list products, services, deals, and offers within the specific automotive service category expressly approved by Platform in writing at the time of account activation (“Approved Category”). As of the Effective Date, each Vendor account is authorized for a single, specified Approved Category only. By default, authorized categories are limited to non-regulated automotive products and services, which may include: new and pre-owned vehicle listings, automotive parts and accessories, vehicle maintenance and repair services, vehicle detailing services, and related non-regulated automotive goods and services. For the avoidance of doubt, automotive financing products, insurance products, lending or credit-related services, and any other category subject to state or federal licensing or regulatory requirements (collectively, “Regulated Categories”) are expressly excluded from this Agreement and may not be listed without a separate written addendum executed by Platform that specifically authorizes such Regulated Category and evidences Vendor's possession of all required licenses and regulatory approvals. Platform's authorization of any Approved Category for one Vendor shall not constitute authorization for any other Vendor or for any other category.

1.2Category Approval. Prior to listing any product or service category not previously approved, Vendor must submit a written category expansion request to Platform. Platform reserves the right to approve or deny any such request in its sole and absolute discretion.

1.3Prohibited Listings. Vendor shall not list any product, service, or offer that:

• (a)is outside the approved automotive scope;
• (b)violates any applicable federal, state, or local law or regulation;
• (c)constitutes a fraudulent, deceptive, or misleading offer;
• (d)involves salvage-title vehicles without clear salvage disclosure; or
• (e)is otherwise prohibited under this Agreement or Platform's posted policies.

1.4Scope Modifications. Platform may, at its sole discretion and upon thirty (30) days' written notice, modify, restrict, or expand the definition of approved categories applicable to Vendor's account.

2.1Grant of License. Subject to the terms of this Agreement, Platform grants Vendor a limited, non-exclusive, non-transferable, revocable license to list approved automotive deals, offers, and products on the AutoDailyDeals.com platform during the Term.

2.2Listing Standards. All listings must comply with Platform's then-current listing standards, formatting requirements, image specifications, and content guidelines, as updated from time to time and made available to Vendor.

2.3Listing Approval. Platform reserves the right to review, approve, reject, or remove any listing at any time, with or without cause and without liability to Vendor.

2.4Listing Duration. Unless otherwise specified, individual listings shall remain active for the duration agreed upon at the time of submission, subject to Platform's right to remove or modify listings pursuant to this Agreement.

3.1Authority. Vendor represents and warrants that it has full legal authority to enter into this Agreement and to list and sell the products and services offered on the Platform.

3.2Accuracy. Vendor represents and warrants that all information provided to Platform, including but not limited to business registration details, licensing information, product descriptions, and pricing, is accurate, complete, and not misleading at the time of submission and throughout the Term.

3.3Compliance. Vendor represents and warrants that it is and shall remain in compliance with all applicable federal, state, and local laws and regulations governing the sale, advertising, and distribution of its products and services, including but not limited to consumer protection laws, truth-in-advertising standards, and automotive dealer licensing requirements.

3.4No Conflicting Obligations. Vendor represents and warrants that it is not subject to any agreement, obligation, or restriction that would prevent or impair its ability to perform its obligations under this Agreement.

3.5Ongoing Obligation. The representations and warranties set forth in this Section shall be continuing obligations throughout the Term. Vendor shall promptly notify Platform in writing of any event or circumstance that causes any representation or warranty to become inaccurate or misleading.

4.1Professional Standards. Vendor shall conduct all customer interactions, whether initiated through the Platform or arising from leads generated by the Platform, in a professional, ethical, and courteous manner consistent with applicable industry standards.

4.2Response Requirements. Vendor shall respond to customer inquiries and leads generated through the Platform within twenty-four (24) hours on business days. Failure to maintain adequate response times may result in listing demotion or account suspension at Platform's discretion.

4.3Prohibited Conduct. Vendor shall not, directly or indirectly:

• (a)engage in any deceptive, high-pressure, or predatory sales tactics with customers obtained through the Platform;
• (b)misrepresent vehicle condition, pricing, fees, or financing terms to any customer;
• (c)solicit customers obtained through the Platform to transact business outside the Platform in a manner designed to circumvent Platform's fee structure;
• (d)discriminate against any customer on the basis of any protected characteristic under applicable federal, state, or local law; or
• (e)collect or use customer data obtained through the Platform for any purpose other than fulfilling the specific transaction for which the data was provided.

4.4Customer Complaints. Vendor shall promptly address and attempt to resolve customer complaints in good faith. Platform reserves the right to review unresolved customer complaints and to take remedial action, including listing removal or account suspension, in its sole discretion.

4.5Vendor Accountability. Vendor acknowledges and agrees that its conduct reflects on the reputation of the Platform, and Vendor shall take all reasonable measures to ensure that its employees, agents, and representatives comply with the conduct standards set forth in this Section.

5.1Accurate Descriptions. All listing content, including vehicle descriptions, photographs, pricing, availability, and terms, must be accurate, current, and not misleading.

5.2Image Standards. All images must be original, unaltered photographs of the actual listed item. The use of stock photography or digitally altered images to misrepresent a product is strictly prohibited.

5.3Pricing Disclosure. All listed prices must include all mandatory fees and charges required to be disclosed under applicable law. Any fees not included in the listed price must be clearly disclosed within the listing.

5.4Availability Updates. Vendor is responsible for promptly updating or removing listings upon the sale, unavailability, or material change in condition of any listed item. Failure to maintain accurate availability may result in listing suspension.

5.5Intellectual Property. Vendor represents and warrants that all content submitted to Platform is owned by Vendor or that Vendor has obtained all necessary licenses, rights, consents, and permissions to submit such content. Vendor grants Platform a non-exclusive, royalty-free, worldwide license to use, display, reproduce, and distribute all Vendor-submitted content solely for purposes of operating and promoting the Platform.

6.1Platform Data Ownership. All data generated by or through the Platform, including but not limited to user traffic data, search query data, click-through rates, lead volume and source data, conversion analytics, behavioral data, and aggregate market intelligence (collectively, “Platform Data”), is and shall remain the sole and exclusive property of Platform.

6.2Vendor-Specific Reporting. Platform may, in its sole discretion, provide Vendor with access to certain performance reports or analytics dashboards relating specifically to Vendor's own listings (“Vendor Reports”). Such Vendor Reports are licensed to Vendor solely for internal business purposes and may not be exported, sold, sublicensed, or shared with any third party without Platform's prior written consent.

6.3No Vendor Rights in Platform Data. Nothing in this Agreement shall be construed to grant Vendor any ownership interest, license, or other rights in or to Platform Data beyond the limited access to Vendor Reports described in Section 6.2.

6.4Data Use Restrictions. Vendor shall not:

• (a)use any Platform Data or Vendor Reports to develop or operate any competing platform or service;
• (b)use automated tools, bots, scrapers, or other means to collect Platform Data without Platform's express written consent; or
• (c)reverse-engineer or attempt to derive proprietary Platform algorithms or methodologies from Vendor Reports.

6.5Vendor-Submitted Data. Vendor retains ownership of the specific product and pricing data it submits to the Platform, subject to the license granted to Platform under Section 5.5 and subject further to Platform's right to use aggregated, anonymized versions of such data as Platform Data.

6.6Survival. The obligations and restrictions set forth in this Section shall survive termination or expiration of this Agreement.

7.1No Performance Guarantee. Platform makes no representation, warranty, or guarantee regarding the volume of leads, impressions, clicks, sales, or revenue that Vendor may receive through the Platform. Vendor acknowledges that results may vary significantly based on market conditions, inventory quality, pricing competitiveness, consumer demand, and other factors outside Platform's control.

7.2Platform Availability. While Platform will use commercially reasonable efforts to maintain continuous platform availability, Platform does not guarantee uninterrupted access and shall not be liable to Vendor for any downtime, outages, or service interruptions.

7.3Vendor Reliance. Vendor acknowledges that it has not relied upon any oral or written representation by Platform or its agents regarding anticipated results or revenue in entering into this Agreement.

8.1Fee Schedule. Vendor agrees to pay Platform all fees set forth in the applicable Order Form, Fee Schedule, or Subscription Agreement agreed to by the Parties electronically, which is incorporated herein by reference (“Fee Schedule”).

8.2Billing Cycle. Fees shall be due and payable in accordance with the billing cycle specified in the Fee Schedule. Unless otherwise specified, fees are due within fifteen (15) days of invoice.

8.3Late Payments. Any payment not received by Platform within fifteen (15) days of its due date shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower, from the due date until the date of actual payment.

8.4Taxes. Vendor is responsible for all applicable taxes, duties, and levies associated with its use of the Platform and its sales transactions, except for taxes based on Platform's net income.

8.5Fee Changes. Platform may modify its fee structure upon thirty (30) days' prior written notice to Vendor. Continued use of the Platform following the effective date of any fee change shall constitute Vendor's acceptance of such change. If Vendor objects to a fee change, Vendor may terminate this Agreement in accordance with Section 13 prior to the effective date of the change.

8.6Disputed Charges. Vendor must notify Platform in writing of any disputed charge within thirty (30) days of the invoice date. Failure to dispute a charge within such period shall constitute Vendor's acceptance of the charge as accurate.

9.1Suspension for Cause. Platform may immediately suspend Vendor's account and remove any or all of Vendor's listings, without prior notice and without liability to Vendor, upon:

• (a)Vendor's material breach of this Agreement;
• (b)Vendor's violation of any applicable law or regulation;
• (c)receipt of credible consumer complaints suggesting fraudulent or deceptive practices;
• (d)Vendor's failure to maintain required licensing or regulatory compliance; or
• (e)any conduct that Platform reasonably determines poses a risk to consumers, the Platform, or Platform's reputation.

9.2Suspension for Non-Payment. Platform may suspend Vendor's access to the Platform upon Vendor's failure to pay any undisputed amount due hereunder within five (5) days of written notice from Platform.

9.3Reinstatement. Following a suspension, Platform may, in its sole discretion, reinstate Vendor's account upon Vendor's written request and Platform's satisfaction that the cause of suspension has been resolved. Platform is under no obligation to reinstate any suspended account.

9.4Effect of Suspension. During any period of suspension, Vendor's listings shall be hidden from public view, and Vendor shall have no right to list new inventory or access Platform analytics. Fees shall continue to accrue during any suspension period unless Platform specifically agrees in writing to suspend fee obligations.

10.1Indemnification by Vendor. Vendor shall defend, indemnify, and hold harmless Platform and its members, managers, officers, employees, agents, successors, and assigns (collectively, “Platform Indemnitees”) from and against any and all claims, demands, suits, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) (“Claims”) arising out of or relating to:

• (a)Vendor's breach of any representation, warranty, covenant, or obligation under this Agreement;
• (b)Vendor's listings, products, services, or deals offered through the Platform, including any claim by a consumer relating to the condition, description, pricing, or availability of any listed item;
• (c)Vendor's fraud, misrepresentation, gross negligence, or willful misconduct;
• (d)Vendor's violation of any applicable law or regulation;
• (e)Vendor's infringement of any third-party intellectual property right; or
• (f)any dispute between Vendor and a consumer arising from a transaction initiated through the Platform.

10.2Indemnification Procedure. Platform shall:

• (a)promptly notify Vendor in writing of any Claim for which it seeks indemnification, provided that failure to provide prompt notice shall not relieve Vendor of its indemnification obligations except to the extent Vendor is materially prejudiced by such failure;
• (b)permit Vendor to assume control of the defense of such Claim with counsel reasonably acceptable to Platform; and
• (c)provide Vendor with reasonable cooperation in the defense of such Claim at Vendor's expense.

10.3Platform's Right to Participate. Platform reserves the right, at its own expense, to participate in the defense of any Claim with counsel of its own choosing. Vendor shall not settle any Claim on terms that impose liability on, restrict the rights of, or require any admission of wrongdoing by any Platform Indemnitee without Platform's prior written consent.

10.4Survival. Vendor's indemnification obligations under this Section shall survive termination or expiration of this Agreement.

11.3Exceptions. The limitations set forth in this Section shall not apply to:

• (a)Vendor's indemnification obligations under Section 10;
• (b)either Party's breach of its confidentiality obligations; or
• (c)either Party's gross negligence, fraud, or willful misconduct.

11.4Allocation of Risk. The Parties acknowledge that the limitations of liability set forth in this Section are a fundamental element of the basis of the bargain between the Parties and that Platform would not have entered into this Agreement without such limitations.

12.1Platform's Right to Modify. Vendor acknowledges and agrees that Platform operates a dynamic marketplace and must retain flexibility to modify its service offerings, platform features, listing formats, fee structures, algorithms, ranking methodologies, and promotional programs from time to time to remain competitive and to improve the user experience.

12.2Feature Modifications. Platform reserves the right to add, modify, limit, or discontinue any platform feature, tool, analytics dashboard, lead generation capability, or promotional placement at any time. Platform shall use commercially reasonable efforts to provide Vendor with at least fifteen (15) days' written notice of material feature changes; provided, however, that Platform may implement changes immediately if required to comply with applicable law, to address a security vulnerability, or to prevent harm to consumers or the Platform.

12.3Promotional Programs. Platform may offer promotional programs, featured placement opportunities, or enhanced listing packages from time to time at additional cost. Participation in any such program is voluntary, and the discontinuation of any promotional program shall not constitute a material breach of this Agreement.

12.4Algorithm and Ranking Changes. Vendor acknowledges that Platform's listing ranking, search result placement, and recommendation algorithms are proprietary to Platform and may change at any time without notice. Platform makes no guarantee regarding Vendor's search ranking or placement position.

12.5No Entitlement to Specific Features. Vendor's subscription to the Platform does not entitle Vendor to any specific feature set, ranking position, or promotional benefit beyond those expressly set forth in the applicable Fee Schedule as of the date this Agreement was accepted, except as Platform may elect to provide from time to time in its sole discretion.

13.1Term. This Agreement shall commence on the date Vendor completes the online registration and acceptance process and shall continue for an initial term of one (1) year (“Initial Term”), unless earlier terminated in accordance with this Section. Following the Initial Term, this Agreement shall automatically renew for successive one-year periods (each, a “Renewal Term,” and together with the Initial Term, the “Term”) unless either Party provides notice of non-renewal at least thirty (30) days prior to the end of the then-current term. Platform may communicate renewal and non-renewal notices to Vendor via Vendor's registered account dashboard or registered email address per Section 16.6.

13.2Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party:

• (a)materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach;
• (b)becomes insolvent, makes a general assignment for the benefit of creditors, or becomes subject to bankruptcy, receivership, or similar proceedings; or
• (c)engages in fraud, gross negligence, or willful misconduct.

13.3Termination for Convenience. Either Party may terminate this Agreement for any reason or no reason upon thirty (30) days' prior written notice to the other Party. Vendor shall remain responsible for all fees accrued or owed through the effective date of termination.

13.4Effect of Termination. Upon termination or expiration of this Agreement:

• (a)all of Vendor's listing rights and platform access shall immediately cease;
• (b)all outstanding fees shall become immediately due and payable;
• (c)Platform shall have no obligation to preserve or return Vendor's listing data; and
• (d)each Party shall promptly return or destroy any confidential information of the other Party in its possession.

13.5Survival. Sections 3, 6, 10, 11, 14, 15, and 16 shall survive termination or expiration of this Agreement.

14.1Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of laws principles.

14.2Mandatory Arbitration. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be finally settled by binding arbitration administered in Henrico County, Virginia, in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) then in effect. The arbitration shall be conducted by a single arbitrator mutually agreed upon by the Parties, or, if the Parties cannot agree, appointed by the AAA. The language of the arbitration shall be English. The decision of the arbitrator shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

14.3Exceptions to Arbitration. Notwithstanding Section 14.2, either Party may seek injunctive or other equitable relief from any court of competent jurisdiction to prevent irreparable harm pending the resolution of arbitration proceedings.

14.4Venue. For any action permitted under Section 14.3, the Parties hereby irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in Henrico County, Virginia.

14.6Class Action Waiver. All arbitration proceedings shall be conducted on an individual basis. Neither Party shall be entitled to bring or participate in any class, consolidated, or representative action or arbitration.

15.1Confidential Information. Each Party may disclose to the other certain non-public, proprietary, or confidential information (“Confidential Information”). Confidential Information includes, without limitation, business strategies, pricing models, technology, customer data, financial information, and the terms of this Agreement.

15.2Non-Disclosure. Each Party agrees to:

• (a)hold the other Party's Confidential Information in strict confidence;
• (b)not disclose Confidential Information to any third party without the prior written consent of the disclosing Party; and
• (c)use Confidential Information solely for the purposes of performing its obligations or exercising its rights under this Agreement.

15.3Exceptions. Confidentiality obligations shall not apply to information that:

• (a)is or becomes publicly available through no fault of the receiving Party;
• (b)was rightfully known to the receiving Party prior to disclosure;
• (c)is independently developed by the receiving Party without use of Confidential Information; or
• (d)is required to be disclosed by applicable law or court order, provided that the receiving Party provides prompt prior written notice to the disclosing Party and cooperates in seeking a protective order.

15.4Duration. Confidentiality obligations shall continue for a period of three (3) years following termination or expiration of this Agreement.

16.1Entire Agreement. This Agreement, together with any applicable Order Form, Fee Schedule, or Addendum incorporated herein by reference, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, negotiations, representations, and understandings, whether oral or written.

16.2Amendments. No amendment to this Agreement shall be binding unless made in writing and agreed to by authorized representatives of both Parties, or accepted electronically by Vendor through the Platform's then-current acceptance mechanism, except as otherwise provided herein with respect to Platform's right to modify fees and platform features upon notice.

16.3Waiver. The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of that Party's right to enforce such provision or any other provision in the future.

16.4Severability. If any provision of this Agreement is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions of this Agreement shall continue in full force and effect.

16.5Assignment. Vendor may not assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations hereunder without Platform's prior written consent. Platform may freely assign this Agreement in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Any purported assignment in violation of this Section shall be null and void.

16.6Notices. All notices to Platform under this Agreement shall be submitted via the contact form or designated support channel available at AutoDailyDeals.com, or via email to the address Platform designates for vendor communications. Platform may provide notices to Vendor via the email address or platform account associated with Vendor's registration, or via a notice posted within Vendor's account dashboard. Notices sent by Platform to Vendor's registered email address shall be deemed received upon transmission.

16.7Independent Contractors. The Parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, franchise, employment, or fiduciary relationship between the Parties.

16.8Force Majeure. Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, government actions, pandemics, cyberattacks, or labor disputes, provided that the affected Party provides prompt notice and uses commercially reasonable efforts to resume performance.

16.9Electronic Acceptance. This Agreement is entered into electronically. Vendor's click-through acceptance constitutes a valid, binding electronic signature under the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 15 U.S.C. § 7001 et seq., and applicable state electronic signature law. Vendor waives any right to contest the validity or enforceability of this Agreement on the basis that it was entered into electronically rather than by physical signature.

16.10Construction. This Agreement shall be construed without regard to any presumption or rule requiring construction against the Party causing this Agreement to be drafted.