Dealer Participation Agreement

1. Parties; Agreement to These Terms

This Dealer Participation Agreement (the "Agreement") is entered into between Out The Door, LLC ("OTD," "we," "us," or "our") and the licensed motor vehicle dealership identified during enrollment (the "Dealer"). By signing electronically, the individual executing this Agreement represents and warrants that they are authorized to bind the Dealer, and the Dealer agrees to be bound by this Agreement each time it participates on the OTD platform (the "Platform").

2. Nature of the Platform; No Brokerage

OTD operates a technology platform and information service that presents vehicle purchase requests from consumers ("Customers") to participating dealers and relays dealer pricing to Customers. OTD is not a motor vehicle dealer, broker, buyer's agent, lender, or salesperson. OTD does not sell, buy, own, store, display, or take title to vehicles; does not negotiate price or terms on behalf of the Dealer or any Customer; is not a party to any vehicle sale; and receives no commission or other compensation from the Dealer in connection with any sale. All Bids (defined below) are set solely and unilaterally by the Dealer. The retail sale of each vehicle, including any financing and any trade-in, occurs directly and exclusively between the Dealer and the Customer.

Nothing in this Agreement creates a partnership, joint venture, franchise, employment, or agency relationship between OTD and the Dealer. Neither party may bind the other.

3. Zero Dealer Fees

Participation is free for the Dealer — permanently. The Dealer pays OTD no fee of any kind: no membership fee, subscription fee, per-lead fee, per-bid fee, referral fee, success fee, commission, or other consideration, whether for joining the Platform, receiving Customer leads, placing Bids, or winning sales. OTD will not solicit or accept any such payment from the Dealer. OTD is compensated solely by Customers for the services OTD provides to them.

4. The OTD Price

Every price the Dealer submits through the Platform (a "Bid") must be a true, complete out-the-door price (the "OTD Price") for the identified vehicle. The OTD Price must include, without limitation:

• the full vehicle sale price;
• the Dealer's standard documentation or processing fee, at or below any amount permitted by applicable state law, disclosed and included — never added later;
• every dealer-imposed charge of any kind, including dealer preparation, addendum, market-adjustment, e-filing, and administrative charges;
• all dealer-installed accessories, protection products, or other add-ons attached to the vehicle — a vehicle may not be conditioned on the purchase of any add-on that is not priced into the Bid;
• freight/destination charges; and
• delivery of the vehicle to the Customer as arranged through the Platform (Section 7).

The only amounts that may be excluded from the OTD Price are government-imposed taxes, title, registration, and license fees calculated for the Customer's location, which must be itemized to the Customer before closing. The Dealer shall provide with each winning Bid an itemization sufficient for any line-item disclosure required on the final buyer's order under the law of the state of sale.

No hidden fees; no addendums; no forced add-ons. The Dealer shall not present the Customer with any charge, product, accessory, addendum, or fee at or before closing that increases the transaction price above the accepted OTD Price. Honoring the accepted OTD Price is the essence of this Agreement; failure to honor it is a material breach and grounds for immediate termination.

5. Bidding; Compete at Will; Best Bid Wins

The Dealer competes at will: it chooses, in its sole discretion, whether to bid on any given Customer request, and it sets every Bid unilaterally. On a Customer request that OTD marks as confirmed (a specific, identified vehicle the Customer has committed to purchase through the Platform), the best Bid wins — the Customer does not select among dealerships, and the Dealer whose Bid prevails is obligated to complete the sale at the accepted OTD Price, subject to the vehicle remaining in the Dealer's inventory and undamaged. The Dealer shall promptly withdraw or update a Bid if the underlying vehicle becomes unavailable.

6. No Role in Consumer Credit

OTD does not access, collect, pull, evaluate, or transmit Customer credit reports, credit applications, or credit profiles, and the Dealer shall not request that OTD do so. All financing discussions, credit applications, and lending arrangements are strictly between the Dealer (or its lenders) and the Customer, and the Dealer is solely responsible for its compliance with all laws governing them. A Bid may not be conditioned on the Customer financing through the Dealer.

7. Shipping & Delivery

Vehicle delivery to the Customer is arranged through the Platform using insured, federally authorized motor carriers. The Dealer shall make the sold vehicle available for carrier pickup at the agreed time, complete an accurate condition report, and execute a clean bill of lading at handoff. Risk of loss passes from the Dealer to the carrier upon pickup, and from the carrier to the Customer upon delivery. Claims for in-transit loss or damage are claims against the carrier; OTD is not a motor carrier and does not assume carrier liability. The Dealer shall reasonably cooperate in the resolution of any transit claim.

8. Compliance with Laws

Each party shall comply with all laws applicable to its own conduct. Without limitation, the Dealer represents and warrants on a continuing basis that it: holds and maintains every dealer, salesperson, and business license required in each state where it operates; complies with the Federal Trade Commission Act, state advertising and unfair-or-deceptive-practices laws, state documentation-fee caps, federal and state title and odometer-disclosure laws, and open-recall obligations; and conveys good, marketable title to every vehicle sold through the Platform.

Nothing in this Agreement requires the Dealer to violate applicable law. Where state law mandates a fee, charge, or disclosure, the Dealer shall disclose it and include it in the OTD Price rather than waive it. If any provision of this Agreement conflicts with a legal obligation of the Dealer in a given state, the legal obligation controls and the parties will cooperate in good faith to conform the affected transaction.

9. Non-Circumvention

The Dealer shall not, for twelve (12) months after being introduced to a Customer through the Platform, complete or attempt to complete a vehicle transaction with that Customer outside the Platform for the purpose of avoiding the Customer's engagement with OTD. Because OTD is compensated by the Customer, the parties agree that OTD's damages from circumvention are difficult to measure and that liquidated damages equal to the service fee the Customer engaged OTD for are a reasonable pre-estimate of loss, not a penalty. This Section does not restrict the Dealer from transacting with any person who was not introduced to the Dealer through the Platform.

10. Customer Data

Customer information provided through the Platform may be used by the Dealer solely to evaluate, price, and consummate the specific transaction for which it was provided. The Dealer shall not sell, share, or use Customer information for remarketing, list-building, or any other purpose, and shall comply with all applicable privacy, telemarketing, and anti-spam laws (including the TCPA and CAN-SPAM) in any permitted contact. The Dealer grants OTD a non-exclusive license to use Bid and transaction data to operate the Platform and to publish aggregated, anonymized analytics.

11. Term & Termination

This Agreement begins on the date of electronic execution and continues until terminated. Either party may terminate at will, with or without cause, on written notice (email suffices). OTD may suspend or terminate the Dealer's participation immediately for material breach, including any failure to honor an accepted OTD Price. Termination does not relieve the Dealer of its obligation to complete any sale whose Bid was accepted before the effective date of termination. Sections 9, 10, 12, 13, and 15 survive termination.

12. Indemnification; Limitation of Liability

The Dealer shall defend, indemnify, and hold harmless OTD from claims, losses, and expenses (including reasonable attorneys' fees) arising from: (a) the Dealer's failure to honor an accepted OTD Price or the imposition of any undisclosed fee, addendum, or add-on; (b) the Dealer's violation of licensing, advertising, titling, or other laws; (c) defects in vehicle condition or title; or (d) the Dealer's advertising or conduct toward any Customer. OTD shall defend, indemnify, and hold harmless the Dealer from claims that the Platform itself infringes a third party's intellectual property rights.

Except for indemnification obligations, breaches of Section 10, or willful misconduct, neither party is liable to the other for indirect, incidental, consequential, or punitive damages or lost profits, and each party's total aggregate liability under this Agreement is limited to the greater of ten thousand dollars ($10,000) or the amounts paid or payable under this Agreement in the twelve months preceding the claim.

13. Dispute Resolution; Arbitration; Class Waiver

Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, by a single arbitrator, with the Federal Arbitration Act governing this Section. The arbitrator, not a court, decides questions of arbitrability. Each party waives the right to litigate in court, to a jury trial, and to participate in any class or consolidated proceeding; disputes shall be arbitrated on an individual basis only. Either party may seek temporary injunctive relief in court to protect confidential information or to enforce Section 9 pending arbitration. If the class waiver is held unenforceable as to a dispute, that dispute shall proceed in court, and the waiver remains effective for all other disputes. This Agreement is governed by the laws of the state of OTD's principal place of business, without regard to conflict-of-law rules and without displacing state laws that govern the Dealer's local conduct.

14. Electronic Execution

The parties agree to conduct this transaction electronically. This Agreement is executed by the signer typing their full legal name and title and affirmatively checking the assent boxes presented during enrollment, which together constitute the signer's electronic signature under the federal ESIGN Act, the Uniform Electronic Transactions Act as enacted in the applicable state, and the New York Electronic Signatures and Records Act. OTD records the signer's name, title, the Agreement version accepted, and the date, time, and network address of execution, and delivers a retainable copy of the executed Agreement to the Dealer's contact email. A material amendment to this Agreement takes effect for the Dealer only upon the Dealer's fresh electronic assent to the amended version.

15. General

This Agreement is the entire agreement between the parties regarding Platform participation and supersedes prior discussions. If any provision is held unenforceable, it shall be enforced to the maximum extent permitted and the remainder stays in effect. The Dealer may not assign this Agreement without OTD's written consent; OTD may assign it in connection with a merger, acquisition, or sale of substantially all assets. Notices shall be sent to the email addresses provided during enrollment. A party's failure to enforce a provision is not a waiver of it.