Direct Program Agreement

This document is provided in English.

United States - Direct Program User Agreement

Welcome to AssuraCar’s full throttle inventory asset protection services. Listed below are the AssuraCar program allowances, plans and overall user agreement.

Select your desired AssuraCar protection plan option to activate your protection services.

AssuraCar Direct Program Allowances

Major Drivetrain Protection

AssuraCar major drivetrain protection benefits are in place for all AssuraCar plan program options (standard and premium program types included).

Each vehicle qualifies to receive up to a $3,500 reimbursement allowance for all standard program level vehicle plans, or up to a $5,000 reimbursement allowance for all premium program level vehicle plans related to major drivetrain repairs or replacements. Major drivetrain repairs consist of items that would require either the engine, transmission or transaxle/transfer case to be completely replaced or overhauled due to mechanical malfunctions as described in the AssuraCar terms and conditions. Vehicle reimbursement allowances are limited to one repair provision per vehicle and cannot be combined. Repairs that qualify for reimbursement that are under the allowed max limits will be reimbursed at the lowest amount presented not to exceed program limits.

Vehicles must be 15 years or newer with under 125,000 miles to qualify for major drivetrain protection reimbursement program allowances.

Major drivetrain protection reimbursements are void in the event when vehicles are proven to have previous known engine or transmission failures at time of, or before, vehicle acquisition. AssuraCar offers assistance when the unknown or unexpected mechanical malfunction is presented after the vehicle is flagged for appropriate business use and given a clean bill of health. AssuraCar requires a qualified 3rd party ASE Certified inspection to be performed for any drivetrain program reimbursement allowances.

All major drivetrain reimbursement provisions will be automatically denied unless a mechanical inspection has been completed by a qualifying ASE Certified repair facility on the vehicle presented for major drivetrain protection reimbursement along with proof (copy of the inspection report) that the vehicle was intended for appropriate business use.

AssuraCar ACV Guarantee Return Provision

AssuraCar ACV Guarantee Return Provision plan options include the following items depending on program participation (standard and premium program types as described).

Standard Program Type Plans

AssuraCar GOLD: 100% ACV guarantee return/remarketing allowance, subject to plan limits, through 45 days of vehicle ownership; 250 max mileage allowance from date of purchase.

AssuraCar PLATINUM: 95% ACV guarantee return/remarketing allowance, subject to plan limits, through 75 days of vehicle ownership; 500 max mileage allowance from date of purchase.

AssuraCar ELITE: 90% ACV guarantee return/remarketing allowance, subject to plan limits, through 105 days of vehicle ownership; 750 max mileage allowance from date of purchase.

Premium Program Type Plans

AssuraCar GOLD: 100% ACV guarantee return/remarketing allowance, subject to plan limits, through 60 days of vehicle ownership; 250 max mileage allowance from date of purchase.

AssuraCar PLATINUM: 95% ACV guarantee return/remarketing allowance, subject to plan limits, through 90 days of vehicle ownership; 500 max mileage allowance from date of purchase.

AssuraCar ELITE: 90% ACV guarantee return/remarketing allowance, subject to plan limits, through 120 days of vehicle ownership; 750 max mileage allowance from date of purchase.

21 Day Unlimited Plans

AssuraCar 21 Day: 100% ACV guarantee return/remarketing allowance, subject to plan limits, through 21 days of vehicle ownership; 250 max mileage allowance from date of purchase. Return allowances include all non-front line aspired inventory; program excludes the provision of any drivetrain protection and transportation assistance.

Traded in or non-auction acquired vehicles can participate in ACV guarantee return program allowances but will require ACV approval at time of plan purchase for consideration.

All fees unrelated to the vehicle buy fee stated on the auction purchase order or bill of sale including vehicle transportation or any other miscellaneous fees are not included or calculated toward the stated ACV guarantee return/remarketing percentage allowances.

Vehicles must be 15 years or newer with no mileage restriction in place and must be in the same or better condition compared to the vehicle’s acquisition date (vehicles with inaccurate odometer disclosures, kilometers or TMU will be disqualified from program allowances; see terms and conditions for additional AssuraCar ACV guarantee return program disqualifications).

Vehicles with confirmed pre-existing mechanical failures and vehicles that have not been mechanically inspected or repaired during the ACV guarantee return provision timeframe will be disqualified from any remarketing/return provision program allowances (vehicles with minor repair needs will still be considered for program allowances). The AssuraCar ACV guarantee return program is designed for “good faith” coverage, to offer remarketing/return assistance for appropriate business use vehicles, and is not considered a resource for liquidating program disallowed vehicles, purchase errors, or vehicles that have mechanical, cosmetic or other issues that drastically reduce the vehicle’s value. The 21-day vehicle return allowance is only available for qualifying vehicles that have a premium program plans purchased. See terms and conditions for a complete description of the 21-day vehicle return eligibility. It is the responsibility of the vehicle owner to deliver any 21-day return program vehicle to a designated partnering AssuraCar auction facility. AssuraCar does not offer transportation reimbursement assistance for vehicles that are returned through the 21-day vehicle return program. AssuraCar is, however, responsible for securing vehicles and paying for required transportation methods related to all vehicles that are presented for remarketing under the ACV guarantee return provision for premium program type purchased plans. Vehicles must be located within 250 miles of a partnering AssuraCar auction facility to qualify for transportation assistance; there is a $250 maximum transportation allowance offered per qualifying vehicle (Standard program plans do not qualify for any vehicle transportation cost allowances or credits).

See terms and conditions for full list of ineligible vehicles (vehicles with an announced or TMU title, structural damage, salvage/total loss history, vehicles defined as exotic/specialty/hand-built, flood or turned-over stated vehicles and vehicles considered to have excessive rust/frame/body damage or vehicles damaged by hail/wind/fire or any other terrorism type events or “acts of God” are not eligible for ACV guarantee return program allowance).

Remarketing Program

AssuraCar LIFETIME remarketing program allowances are in place for all AssuraCar plan program options (individual and membership plans included).

Remarket any vehicle for a $200 net sale fee for standard program type purchased plans, or for a $150 net sale fee for vehicles submitted under qualifying premium program type purchased plans regardless of the vehicle sale price (remarketed vehicles must be sold through a partnering AssuraCar auction facility for discounted remarketing fees to apply). It is the responsibility of the vehicle owner to deliver any remarketing selected vehicle to a designated partnering AssuraCar auction facility. AssurCar does not offer transportation reimbursement assistance for any vehicle that is ran through the AssuraCar remarketing program. AssuraCar leverages scale to improve run numbers but makes no assurances nor guarantees on auction run number placement.

Vehicles that are ran in-lane will only qualify for 3 run cycles for the remarketing program allowance to remain in effect. Vehicles offered through partnering AssuraCar online platforms have no program allowance expirations in place.

In addition to the remarketing program allowance, a market-based vehicle buy bid option will remain in place for any vehicle that has surpassed the AssuraCar ACV guarantee return allowance date. To participate in this buy bid program option contact an AssuraCar representative to inquire about the available buy bid options.

Titles that are flipped to a different entity name will be disqualified from the discounted remarketing program allowance unless permission is granted from the AssuraCar team.

AssuraCar Execution Agreement

Execution of this Agreement constitutes the Entity’s binding acceptance of all costs, fees, pricing structures, and contractual terms associated with the AssuraCar vehicle protection plans and Program participation selected by the Entity.

The executing signatory represents and warrants that the Entity understands and agrees to all costs, fees, pricing, and terms related to the AssuraCar vehicle protection plans and Program participation selected, and that such acceptance is knowingly and voluntarily made.

AssuraCar Onboarding Alignment Procedures

Any altered and agreed upon AssuraCar alignment policies and account specific guidelines will be adhered to and followed as stated on the AssuraCar client onboarding documentation.

Vehicle Protection Plans – Program Type Selection

By selecting a program/plan you agree to all stated program terms and participation benefits that are in place.

Program Election:	Program Type:	Plan Level:
Direct	Standard	Gold
21 Day Unlimited	Premium	Platinum
		Elite

Entity User Agreement

This Entity User Agreement (“Agreement”) is a legally binding contract entered into by and between Vehicle Fleet Services (“VFS”), and the undersigned entity (“Entity”). VFS and Entity may be referred to individually as a “Party” and collectively as the “Parties.”

1. AssuraCar Direct Program Participation

This Agreement governs the Entity’s participation in the AssuraCar vehicle protection program (the “Program”). Under the Program, AssuraCar offers individual vehicle protection plans and membership-based vehicle protection plans (collectively, the “Protection Plans”) subject to the terms, limitations, exclusions, and allowances set forth in the AssuraCar Program Highlights and the applicable Terms and Conditions (collectively, the “Program Documents”), copies of which have been provided to the Entity.

The Entity acknowledges that Protection Plans may include varying coverage levels, eligibility requirements, and protection timeframes.

2. Non-Cancellation; Membership Termination

All Protection Plans are non-cancelable and non-refundable once purchased. Membership-based participation in the Program (“Membership”) may be terminated by the Entity only upon providing no less than sixty (60) days’ prior written notice to VFS.

All Membership fees and charges for Protection Plans purchased or in effect shall continue to accrue during the sixty (60) day notice period (the “Notice Period”). Upon expiration of the Notice Period, Protection Plans and Membership services shall terminate, and no further Protection Plans shall be provided or charged unless the Entity submits a written request to continue participation in the Program.

3. Acknowledgment of Program Documents

The Entity represents, warrants, and acknowledges that it has received, reviewed, and fully understands the Program Documents, including all applicable coverage limitations, exclusions, fees, conditions, and participation requirements.

4. Payment Terms

Participation in individual Protection Plans requires payment in full at the time of purchase through the AssuraCar payment platform. Participation in Membership-based Protection Plans requires monthly payment of all applicable Membership fees, in addition to payment in full at the time of purchase for each discounted Protection Plan qualifying under the Program.

5. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER VFS NOR ASSURACAR, NOR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PROGRAM, OR ANY PROTECTION PLAN, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE, LOSS OF DATA, OR DIMINUTION IN VEHICLE VALUE, REGARDLESS OF THE THEORY OF LIABILITY.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF VFS OR ASSURACAR ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PROGRAM, OR ANY PROTECTION PLAN EXCEED THE TOTAL AMOUNTS PAID BY THE ENTITY FOR THE SPECIFIC PROTECTION PLAN OR MEMBERSHIP GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

6. Force Majeure

Neither Party shall be liable for any failure or delay in the performance of its obligations under this Agreement (other than payment obligations) due to events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, governmental actions, pandemics, supply chain disruptions, or failures of utilities or communications networks (each, a “Force Majeure Event”). The affected Party shall use commercially reasonable efforts to resume performance as soon as practicable following the cessation of the Force Majeure Event.

7. Confidentiality

Each Party agrees to maintain the confidentiality of all non-public, proprietary, or confidential information disclosed by the other Party in connection with this Agreement or the Program

(“Confidential Information”). Confidential Information shall be used solely for purposes of performing under this Agreement and shall not be disclosed to any third party except as required by law or as necessary to perform obligations under this Agreement, provided that such third parties are bound by confidentiality obligations at least as protective as those set forth herein.

8. Indemnification

The Entity shall indemnify, defend, and hold harmless VFS, AssuraCar, and their respective affiliates, officers, directors, employees, agents, and representatives from and against any and all claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

(a) the Entity’s breach of this Agreement or the Program Documents;

(b) the Entity’s misuse or improper application of any Protection Plan;

(c) any misrepresentation or omission by the Entity regarding vehicle eligibility, condition, or participation in the Program; or

(d) any third-party claims relating to vehicles submitted by the Entity for coverage, except to the extent caused by the gross negligence or willful misconduct of VFS or AssuraCar.

9. Assignment

The Entity may not assign, transfer, delegate, or otherwise convey this Agreement or any rights or obligations hereunder without the prior written consent of VFS. VFS may assign this Agreement, in whole or in part, without the Entity’s consent, to an affiliate or in connection with a merger, acquisition, sale of assets, or similar transaction.

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of [Insert State], without regard to its conflict of laws principles.

11. Dispute Resolution

Any dispute, claim, or controversy arising out of or relating to this Agreement, the Program, or any Protection Plan (a “Dispute”) shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules. Arbitration shall be conducted in [Insert City, State] before a single arbitrator. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL OR TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION.

12. Entire Agreement; Amendment

This Agreement, together with the Program Documents, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements or understandings. This Agreement may be amended only by a written instrument executed by authorized representatives of both Parties.

13. Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.

Execution

IN WITNESS WHEREOF, the Parties have executed this Entity User Agreement as of the date of last signature below (“Effective Date”), by their duly authorized representatives.

VEHICLE FLEET SERVICES

By: ________________________________

Name: ______________________________

Title: _______________________________

Date: _______________________________

ENTITY

Legal Entity Name: _______________________________

By: _____________________________________________

Name: ___________________________________________

Title: ____________________________________________

Date: ____________________________________________

Auction Access 5M#: ____________________________________________

Authorized Signatory Representation

Each individual executing this Agreement on behalf of a Party represents and warrants that he or she has full legal authority to bind such Party to the terms and conditions of this Agreement.

DocuSign Platform Acknowledgment

The Parties acknowledge and agree that the electronic signature process, audit trail, and authentication records generated by DocuSign (or any comparable electronic signature platform) shall be admissible in evidence to establish the validity and enforceability of this Agreement.