AssuraCar Terms and Conditions

1. General Conditions

By digitally accepting an AssuraCar Offer, as defined herein, or by otherwise purchasing, enrolling in, or utilizing any AssuraCar vehicle purchase assurance product — including, without limitation, the AssuraCar ‘Gold, Platinum or Elite Plan Levels,’ under the Standard or Premium selected membership program types (each individually and collectively, the “Product”) — offered by Vehicle Fleet Services, LLC, you, as the dealer customer, both individually and on behalf of your dealership, business, or other entity, or any Affiliates of any of the foregoing, as the case may be (“Dealer”), acknowledge and agree that:

1.1.

By purchasing or using any Product, regardless of who pays for the Product, the Dealer and the vehicle(s) for which any Product applies shall be subject to these AssuraCar Terms and Conditions (“Terms and Conditions”). The Dealer expressly agrees that the purchase or use of any Product is made available solely on the condition of the Dealer’s agreement to these Terms and Conditions.

1.2.

The Dealer represents and warrants that it has full authority to purchase and use any Product and to make these Terms and Conditions binding upon any dealership, business, or other entity for whom the Dealer is acting as a representative or agent. For purposes of these Terms and Conditions, “Affiliate” means, with respect to either party, any entity that controls, is controlled by, or is under common control with such party. Affiliates of AssuraCar include Vehicle Fleet Services, (VFS), LLC, and all of its affiliated companies and businesses.

1.3.

AssuraCar and its Affiliates, as private businesses, reserve the right to conduct business or decline to conduct business with any Dealer for any reason or for no reason, just as a Dealer has no obligation to conduct business with AssuraCar or its Affiliates. The Dealer shall have no right, remedy, or cause of action arising from such decisions. The Dealer acknowledges and agrees that there are numerous other sources, apart from AssuraCar and/or its Affiliates, from which the Dealer may obtain similar products.

1.4.

AssuraCar reserves the right, in its sole and absolute discretion, to decline or reject any acceptance by the Dealer of an Offer Letter (as defined herein) for any Product, cancel any Product accepted by the Dealer, or rescind the application of the benefits of any Product purchased by the Dealer if AssuraCar determines that:

(i) the Dealer has violated these Terms and Conditions; (ii) the Dealer has violated the terms of any Offer Letter; (iii) the purchase price of any vehicle exceeds the vehicle valuation determined by industry-recognized tools used by AssuraCar; (iv) the Dealer has violated any Marketplace Policies of AssuraCar’s Affiliates then in effect; or (v) for any other reason, as determined in AssuraCar’s sole discretion (each, an “Invalidation”).

Upon any such Invalidation, the Dealer’s sole and exclusive remedy shall be the refund of the amount paid, if any, for such Product.

2. The Offering

2.1. Purchase Channels

For the purposes of these Terms and Conditions, the term “Dealer Vehicle” shall mean any eligible vehicle acquired by the Dealer through (i) a direct purchase, (ii) a vehicle auction, or (iii) a vehicle exchange network through which AssuraCar Products may be made available — including, but not limited to, Manheim, Adesa, most independent auction houses, Simulcast, Velosicast, Adesa Clear, ACV Auctions and any other Online Vehicle Wholesale Exchange system (each, an “AssuraCar Accepted Auction”).

The term “Dealer Vehicle” shall further include any vehicle purchased through any auction or selling platform that has been expressly approved by AssuraCar as an authorized auction or selling platform (each, a “Cooperating Auction,” and collectively with the AssuraCar Auctions, the “AssuraCar Network Auctions”), provided that the Dealer has purchased the applicable Product and received written or electronic confirmation of such purchase from AssuraCar, as set forth herein.

2.2. Product Offerings

2.2.1. Subscription Assurance Products

Paid products including without limitation, the AssuraCar Major Drivetrain Protection, AssuraCar ACV Guarantee and Remarketing Program (each, a “Product”), are offered solely on a subscription basis (each, a “Subscription”). The applicable subscription rate shall be applied to each eligible Dealer Vehicle purchased by the Dealer.

Each Subscription shall be initiated through the Dealer’s electronic acceptance of, or acceptance via invoicing or billing of, an offer letter (each, an “Offer Letter”). Each Offer Letter shall set forth the specific program terms, conditions, and limitations governing the Dealer’s Subscription to the applicable Product (collectively, the “Program Terms & Limits”), which include, but are not limited to, the following:

2.2.1.1. Subscription Rate

By accepting the AssuraCar Offer, the Dealer hereby acknowledges and agrees to the initial Subscription Rate specified therein. The applicable Subscription Rate shall be assessed and applied to each eligible Dealer Vehicle covered under the terms of the AssuraCar Offer.

2.2.1.1.1. Vehicle Surcharge Pricing

Any Dealer Vehicle with a vehicle purchase price exceeding $35,000 will be assessed an additional 1% surcharge of the vehicle purchase price, to include any stated auction buy fees, in excess of $35,000. For example, if the total vehicle purchase price is $37,500 an additional 1% surcharge of $25 would be added to the qualifying vehicle’s plan fee. Subsequently, all additional 1% surcharges will be added to each individual vehicle plan fee for qualifying purchases.

2.2.1.2. Performance Subscription Model

Each Product is provided on a revocable basis. AssuraCar reserves the right to modify the Subscription Rate at its sole discretion, whether automatically through electronic communication or billing systems, or following consultation with the AssuraCar Performance Management Team.

The applicable Rate shall be reviewed on a monthly basis. In the event of any adjustment to the Rate, AssuraCar shall provide prior notice to the Dealer before such adjustment takes effect. Rate adjustments may result in either an increase or a decrease.

AssuraCar further reserves the right to cancel any Dealer AssuraCar Offer, in whole or in part, at any time and for any reason, upon providing forty-eight (48) hours’ notice.

2.2.2 AssuraCar Embedded Products

AssuraCar reserves the right, at its sole discretion, to include certain Products for the benefit of the Dealer under promotional programs sponsored or funded by third parties. Such complimentary assurance products shall be subject to the applicable terms and conditions of the relevant promotional program, if any, in addition to the standard terms and conditions governing AssuraCar Products. The terms of the promotional program may impose additional eligibility criteria or limitations.

Some examples, without limitation, include reduction or elimination of coverage based on any or all of the following conditions:

• Purchase Price
• Vehicle Make
• Vehicle Year
• Vehicle Model
• CR (Condition Report) Number
• Vehicle Location
• Vehicle Purchase Location/Type
• ​

The AssuraCar Program may also impose additional restrictions, terms, and/or exclusions on return quantities and/or percentages.

2.3. Coverage Overview

2.3.1. Specificity of Coverage

By accepting the Offer Letter or receiving the Purchase Confirmation, as defined in Paragraph 2.6.1 below, for a vehicle, the Dealer agrees to the maximum number of coverage days stipulated in the Offer Letter or Purchase Confirmation. Product coverage begins on the calendar day of the stated vehicle Purchase Date.

In no event will Dealer Vehicles be eligible for AssuraCar program participation beyond the allowed Specificity of Coverage. For clarity, coverage days are calendar days and include weekends and holidays.

2.3.2. Allowable Odometer Mileage

By accepting the applicable User Agreement or receiving the Purchase Fulfillment, the Dealer hereby acknowledges and agrees to the maximum number of miles specified in the AssuraCar User Agreement or Purchase Fulfillment that may be added to the Dealer Vehicle prior to its return.

Any Dealer Vehicle with an odometer reading exceeding the maximum mileage limit set forth in the User Agreement or Purchase Confirmation (the “Allowable Odometer Coverage”) shall be deemed ineligible for AssuraCar program allowances.

2.4. Vehicle Eligibility for AssuraCar Major Drivetrain Protection, AssuraCar ACV Guarantee and Remarketing Program

2.4.1. The AssuraCar Major Drivetrain Protection is a Subscription Product and allows for each vehicle 15 years or newer with under 125,000 miles to qualify to receive up to a $3,500 reimbursement allowance for Standard program plans, or up to a $5,000 reimbursement allowance for Premium program 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 related parts to be completely replaced or overhauled due to mechanical malfunctions and failure that are confirmed by a 3rd party ASE certified repair facility. Vehicle reimbursement allowances are limited to one repair request provision per vehicle; multiple reimbursement requests for the same vehicle are not allowed. Maximum reimbursement allowance per vehicle is either $3,500 or $5,000, based on program eligibility as stated above. AssuraCar has the full authority and/or right to deny program eligibility or allowances at any time, in the event a mechanical inspection has not 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 use as a, “front line ready retail vehicle.” Program allowances are automatically denied if there are any signs or proof of previously known major drivetrain related issues/repair needs. All program allowances shall be automatically denied if AssuraCar determines, in its sole discretion, that a claim, submission, or related activity involves fraudulent, deceptive, or malicious intent. Any such conduct may result in immediate denial of benefits, suspension of program privileges, and any other remedies available under the Program Agreement, applicable law, or equity.

2.4.2. The AssuraCar ACV Guarantee is a Subscription Product. Subscribing Dealers shall receive the AssuraCar ACV Guarantee only with respect to eligible vehicles that are designated, identified, or otherwise marked as AssuraCar program allowed (each, a “Tagged Vehicle”). For purposes of these Terms and Conditions, “Tagged” shall mean a visual indicator of AssuraCar eligibility displayed on the specific vehicle’s online display page or search results page that is provided by AssuraCar. Repurchase or vehicle return options include a direct buyback transaction between the Dealer and AssuraCar or may be transacted through remarketing channel auctions, at AssuraCar’s discretion, as set forth in the Terms and Conditions. In either scenario, AssuraCar will guarantee to meet the repayment obligations within 21 days of receiving the executed Dealer buyback or vehicle return demand notice.

The AssuraCar ACV Guarantee shall not be provided for any vehicle that is not Tagged or Flagged internally as an accepted vehicle for program allowances. Notwithstanding the foregoing, all Tagged or Flagged Vehicles remain subject to (i) the Exclusions applicable to all Products (see Paragraph 2.5), (ii) the Purchase Confirmation process (see Paragraph 2.6), and (iii) all requirements governing vehicle returns.

AssuraCar shall retain sole and absolute discretion with respect to determining vehicle eligibility and the availability of the AssuraCar ACV Guarantee. For the avoidance of doubt, the mere presence of a tag on a vehicle does not constitute a guarantee or assurance that the AssuraCar ACV Guarantee will be available to the Subscribing Dealer. The AssuraCar ACV Guarantee, as described in the AssuraCar program highlights and plan/program level offerings, is calculated based on the following criteria: vehicle purchase price, not including any assessed or additional auction or any other fees, other than the original listed buy(er) fee as stated on the vehicle’s buyers order, (must provide copy of bill of sale, upon request), transportation fees or any other fees related to the vehicle purchase or acquisition costs. 21-day vehicle return allowances are only offered for 21-Day Unlimited and Premium purchased program plan types. Any vehicle that exhibits signs, evidence, or documentation indicating previously known major drivetrain defects, mechanical failures, or required drivetrain-related repairs existing prior to the Dealer’s purchase shall be ineligible for any return allowance under the Program. All vehicles returned through any buyback or return provision are required to run through auction lanes or be presented to a wholesale buying audience in a similar fashion, with no major mechanical defects that affect the vehicle’s ability to be remarketed or sold, compared to when the vehicles were acquired. Vehicles that do not meet these requirements are disqualified from program allowances.

Any vehicle that is subject to any disqualifying condition, exclusion, or limitation as set forth in the applicable Program Agreement or Terms and Conditions shall be deemed ineligible for return benefits. AssuraCar shall have the right, in its reasonable discretion, to determine whether a vehicle falls within any such disqualifying category, and any vehicle so determined shall not qualify for return allowances, reimbursement, or any other program-related benefit.

2.4.3. The AssuraCar Remarketing Program is a Subscription Product and offers a lifetime remarketing provision for all vehicle plans that are selected or purchased. Remarket any vehicle for a $200 net sale fee for Standard and 21-Day Unlimited level purchased plans, or for a $150 net sale fee for Premium level purchased plans regardless of the vehicle sale price (remarketed vehicles must be sold through a partnering AssuraCar auction facility and have prior AssuraCar approval for discounted remarketing fees to apply). It is the responsibility of the vehicle owner to deliver the remarketed vehicle to a designated partnering AssuraCar auction facility. 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. 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.

2.5. Exclusions – All Products

Unless otherwise agreed to by AssuraCar or otherwise previously stated, the Products are not available and may not be purchased for:

2.5.1. vehicles having an odometer reading of more than 125,000 miles (drivetrain protection component only; no vehicle odometer limit for the AssuraCar ACV Guarantee or remarketing program allowances); 2.5.2. vehicles designated “true miles unknown” or “not actual miles,” or for which the true odometer reading is unknown; 2.5.3. vehicles having a purchase price in excess of $60,000 U.S. Dollars; 2.5.4. vehicles that have a model-year 15 years or older than the current calendar year (drivetrain protection component and the AssuraCar ACV Guarantee included; no year limit for remarketing program allowances); 2.5.5. trailers, motorcycles, watercraft, recreational vehicles (RVs), or heavy equipment; 2.5.6. 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 U.S. Department of Transportation; 2.5.7. 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.; 2.5.8. salvage, salvage-rebuild, biohazard, structurally altered or structural damage announced vehicles, total loss claim, flood, bonded, previously stolen vehicles, inoperable vehicles, vehicles deemed unsafe to drive, or vehicles acquired through a Total Resource Auction or other salvage sale; 2.5.9. 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 U.S. title; 2.5.10. vehicles with state-issued reassigned VIN numbers; 2.5.11. vehicles subject to or previously subject to a manufacturer buyback, consumer buyback by manufacturer, including vehicles subject to any “lemon law”; 2.5.12. kit vehicles, homemade vehicles, and other modified vehicles; and 2.5.13. hand-built or exotic vehicle makes or models (including, but not limited to, R8, All Aston Martin, All Bentley, All Bugatti, Dodge Viper, All Ferrari, All Fisker, All LaForza, All Lamborghini, All Lotus, All Maserati, All Maybach, All McLaren, All Panoz, H1 and/or Humve, and All Rolls Royce), Subaru WRX, Mitsubishi Lancer EVO, All hydrogen vehicles, compressed natural gas fuel units, and liquified petroleum gas fuel units, commercial vehicles, off-road vehicles, ATV’s, buses, farm and construction equipment, forklifts, heavy-duty trucks, medium duty trucks, marine, motorcycles, power sports, recreational vehicles, snowmobiles and trailers, kit vehicles, homemade vehicles and other modified vehicles;

2.5.14 The vehicle has not been sold or transferred to a third party at any time after the purchase date.

2.5.15 The vehicle has not been exported outside of the United States after purchase;

2.5.16 Class 4 vehicles and greater, with weight greater than 14,000 pounds

AssuraCar reserves the right to change additional vehicle or transaction eligibility requirements at any time, and at its sole discretion

2.6. Purchase Finalization Process

Upon the Dealer’s completion of the purchase of an eligible vehicle (each, a “Product Fulfillment Submission”), the following process shall apply:

2.6.1. Digital Acceptance

In the event that a Product Fulfillment Application is automatically accepted, and subject to (i) the Dealer’s payment in full of all applicable fees, charges, and amounts due (collectively, the “Fees”), and (ii) compliance with these Terms and Conditions, AssuraCar shall issue to the Dealer a written or electronic confirmation identifying the applicable Product (each, a “Purchase Finalization”). Upon issuance of the Purchase Finalization, the Product identified therein shall be deemed validly purchased and in effect for the applicable Dealer Vehicle.

2.6.2. Temporary Review

In the event that a Product Fulfillment Application is identified for additional review or verification, the Dealer shall receive notice that the transaction is in “Temporary” status.

2.6.2.1. Subsequent Acceptance

If, upon completion of such review, AssuraCar determines that the Product Purchase Request is eligible for acceptance, the Temporary status shall be removed, and the Dealer shall be issued a Purchase Fulfillment. Subject to (i) the Dealer’s payment of all applicable Fees and (ii) compliance with these Terms and Conditions, AssuraCar shall provide to the Dealer the Product identified in such Purchase Fulfillment, which shall thereupon be deemed effective.

2.6.2.2. If the Product Fulfillment Application is subsequently determined to be ineligible, the Dealer will receive a notice that the vehicle is ineligible for the Product.

2.6.3. AssuraCar reserves the right, in its sole discretion, to invalidate any Product or refuse to accept any Product Purchase Request from the Dealer or any other person or entity for any reason whatsoever, including, but not limited to, the Dealer being not in good standing with or owing outstanding payables to AssuraCar, its Affiliates, or AssuraCar Network Auctions.

2.6.4. In any case in which the Product Fulfillment Submission is accepted, the Product is invalid until the Dealer takes possession and control of the Dealer Vehicle; provided, however, that in no event will the Dealer’s delay in taking possession and control of the Dealer Vehicle extend the Days of Coverage.

2.6.5 Unless otherwise agreed by AssuraCar, Customer must meet all of the Benefit Requirements and process any claims or request to utilize any program allowances within five (5) business days from the date the claim is initiated in order to be eligible to receive any program benefit.

3. AssuraCar-Ordered Post-Sale Inspection (“PSI”)

AssuraCar reserves the right, in its sole discretion and at its own expense, to request a post-sale inspection (“PSI”) of any Dealer Vehicle. Such PSI shall be performed by the applicable AssuraCar Network Auction on behalf of the Dealer, unless the Dealer provides prior written notice declining the PSI.

3.1. Failure of PSI; Arbitration

In the event that a Dealer Vehicle fails to pass the PSI, the Dealer may initiate arbitration in accordance with (i) the then-current arbitration policies of the applicable AssuraCar Network Auction or (ii) the National Auto Auction Association (“NAAA”) Arbitration Policy, if applicable.

3.1.1. Election to Retain Vehicle Following Failed PSI

If the Dealer elects to retain the Dealer Vehicle notwithstanding its failure to pass the PSI, the applicable AssuraCar Product shall remain in full force and effect, and the AssuraCar fee shall be assessed. If the Dealer later returns the Dealer Vehicle to an auction for failed PSI or Arbitration requests, the Dealer will be reimbursed for any previously paid AssuraCar plan selection.

3.2. Arbitration Unwind

If a transaction is unwound through arbitration initiated by the Dealer as a result of a PSI ordered by the Dealer or by AssuraCar, the Dealer Vehicle shall not be subject to the AssuraCar Product fee.

4. Vehicle Returns

4.1. Reimbursement and Product Allowance Procedure

To initiate the use of any product or program allowance, the Dealer shall:

4.1.1.1. Any Dealer product allowances or program payments offered by AssuraCar will only qualify if the vehicle is the same condition as at the time of purchase, as further described in Paragraph 4.4, subject only to mileage permitted under the applicable Offer Letter or Purchase Confirmation.

4.1.2. Upon (i) payment of all applicable Fees, (ii) satisfaction of all Dealer representations, warranties, and obligations, and (iii) AssuraCar approved Inspection Report AssuraCar shall remit the Reimbursement Amount or Program Provision, or net the reimbursement from Dealer billing statement, in accordance with Paragraph 4.2.

4.2. Vehicle Reimbursement

Upon acceptance of a product usage or program allowance for an AssuraCar plan purchased or used by the Dealer, AssuraCar shall reimburse the Dealer the “Reimbursement Amount,” which shall mean the stated amount described in the agreement.

4.2.1. Non-Reimbursable Fees

AssuraCar shall not reimburse any of the following costs, without limitation: transportation fees, reconditioning costs, AssuraCar fees, or inspection charges.

All Fees and other amounts paid by Customer pursuant to these Terms and Conditions are nonrefundable, except as specifically provided for herein. Customer will be responsible for and will pay all federal, state and local taxes that may be imposed on the Fees paid or Products provided hereunder, other than taxes related to AssuraCar’s responsibility.

In the event Customer fails to timely pay to AssuraCar the Fees for any Product, AssuraCar shall have the right, in its sole discretion and without any prior notice to Customer, to cancel such Product order or otherwise reject Customer’s request to purchase such Product for any Eligible Vehicle. Customer acknowledges and agrees that once an Eligible Vehicle for which a Product has been purchased is sold by such Customer, that Customer has received the full intended benefit of the Product, and AssuraCar shall under no circumstances be required to provide Customer the Return Benefit. Notwithstanding anything to the contrary in these Terms and Conditions, in the event that Customer has failed to pay any Fees or other amounts owed to AssuraCar or its affiliates within thirty (30) days of the date on which such Fees or other amounts became due, AssuraCar and its affiliates shall have the unconditional right to deduct and set-off such unpaid Fees or other amounts from any amounts that may become due or owing to Customer (including any amounts owed to Customer in connection with the return of any Eligible Vehicle as set forth above). Additionally, AssuraCar and its affiliates shall have the unconditional right to deduct and set-off from any amount owed to Customer for any Eligible Vehicle being repurchased or accepted for return by AssuraCar, an amount equal to any unpaid Fees or other amounts owed for any Product or service provided with respect to such Eligible Vehicle (irrespective of whether such unpaid Fees or other amounts are past-due). 6. Indemnification; Limitation of Liability

Exclusions; Payment Obligations; Remedies for Nonpayment; Set-Off Rights

AssuraCar shall not be obligated to reimburse, credit, or otherwise compensate Customer for any of the following costs or expenses, without limitation: transportation or delivery fees, vehicle reconditioning costs, AssuraCar service or administrative fees, or any inspection-related charges.

All fees, charges, and other amounts paid by Customer pursuant to these Terms and Conditions shall be nonrefundable, except as expressly provided herein. Customer shall be solely responsible for, and shall timely remit payment of, all applicable federal, state, and local taxes imposed on or arising from the Fees paid or Products purchased hereunder, excluding any taxes based on AssuraCar’s income or net worth.

In the event Customer fails to make timely payment of any Fees or other amounts due to AssuraCar for any Product, AssuraCar shall have the right, in its sole and absolute discretion, and without prior notice to Customer, to cancel the applicable Product order or otherwise decline Customer’s request to purchase such Product with respect to any Eligible Vehicle.

Customer acknowledges and agrees that upon the sale or transfer of an Eligible Vehicle for which a Product has been purchased, Customer shall be deemed to have received the full and intended benefit of such Product. Accordingly, AssuraCar shall have no obligation whatsoever to provide Customer with any Return Benefit thereafter.

Notwithstanding anything to the contrary contained herein, if Customer fails to remit payment of any Fees or other amounts owed to AssuraCar or any of its affiliates within thirty (30) days after the applicable due date, AssuraCar and its affiliates shall have the unconditional right to deduct or set off any such unpaid amounts from any sums due or payable to Customer, including, without limitation, any amounts owed in connection with the return or repurchase of any Eligible Vehicle.

Furthermore, AssuraCar and its affiliates shall have the unconditional and continuing right to deduct or set off, from any amount otherwise payable to Customer for any Eligible Vehicle being repurchased or accepted for return by AssuraCar, an amount equal to any unpaid Fees or other amounts owed by Customer in connection with any Product or service related to such Eligible Vehicle, regardless of whether such Fees or amounts are past due.

4.2.2. Setoff Rights

AssuraCar reserves the right to deduct from the Reimbursement Amount any outstanding amounts owed by the Dealer, including but not limited to AssuraCar fees and other-related adjustments.

4.3. Arbitration Procedures

For Dealer Vehicles purchased through an AssuraCar Network Auction, the then-current arbitration policies of such auction shall govern. For Dealer Vehicles purchased through a non-AssuraCar Network Auction, the NAAA Arbitration Policy shall govern.

4.3.1. Arbitration Initiated by AssuraCar on Dealer’s Behalf

AssuraCar may, in its sole discretion, pursue arbitration on behalf of the Dealer for any returned Dealer Vehicle within the applicable arbitration timeframe. If AssuraCar pursues arbitration on the Dealer’s behalf, the AssuraCar fee shall remain non-refundable.

4.4. Vehicle Condition (“Like Condition”)

If AssuraCar reasonably determines that a returned Dealer Vehicle is not in the same condition as at the time of purchase (including, without limitation, missing, damaged, or replaced components or accessories), AssuraCar may, in its sole discretion, refuse to accept or allow the Dealer to participate in AssuraCar product allowances. If AssuraCar allows or agrees to accept a program provision for the Dealer Vehicle and subsequently determines a change in condition, AssuraCar may cancel the program provision or allowance in accordance with Paragraph 4.4.3 and request payment back from the Dealer.

4.4.1. Dealer Responsibility

The Dealer shall bear sole responsibility for any change in condition of a returned Dealer Vehicle, whether due to the Dealer, third parties, acts of God, weather-related events, or any other cause.

4.4.2. Final Determination

AssuraCar’s determination regarding the condition of any Dealer Vehicle shall be final, binding, and non-appealable.

4.4.3. Remedies Upon Changed Condition

If AssuraCar acts on a program allowance or issues payment for a product provision for a Dealer Vehicle notwithstanding a change in condition, AssuraCar may, in its sole discretion:

• 4.4.3.1. Unwind such program allowance transactions and charge the Dealer the full provision amount, requiring the Dealer to repay such amount and, if applicable, repurchase the Dealer Vehicle in accordance with the applicable auction’s payment policies; or
• 4.4.3.2. Resell the Dealer Vehicle in any manner deemed appropriate, including resale on behalf of the Dealer.

4.4.3.3. In connection with an unwind under Paragraph 4.4.3.1:

• 4.4.3.3.1. AssuraCar shall transfer the Dealer Vehicle and its title back to the Dealer upon receipt of full repayment;
• 4.4.3.3.2. If resale proceeds are less than the Reimbursable Amount, AssuraCar may invoice the Dealer for the difference.

4.4.4. Exclusive Remedy

The Dealer acknowledges and agrees that the refund of the Reimbursable Amount shall constitute its sole and exclusive remedy for any dispute relating to the Product or any Dealer Vehicle. AssuraCar shall have no liability to refund any amount to a third-party purchaser of a Dealer Vehicle.

5. Time-Limited Price Surcharge

AssuraCar reserves the right, in its sole discretion, to establish and implement a surcharge mechanism to adjust pricing during periods of certain adverse market conditions affecting Dealer Vehicles. AssuraCar shall provide Dealer with no less than five (5) business days’ prior written notice of any per-vehicle surcharge, including the anticipated duration of such surcharge. Dealer hereby acknowledges and agrees that AssuraCar may, in its sole discretion, temporarily impose a uniform surcharge on the sale of the Product on either a national or regional basis during any period of market distress.

6. Temporary Suspension of Product

AssuraCar may, at its sole discretion, temporarily suspend the sale of any Product in response to periods of severe market distress. AssuraCar shall provide Dealer with no less than one (1) business day’s prior written notice of any such suspension, including the anticipated duration thereof. Dealer acknowledges and agrees that AssuraCar shall be entitled, in its sole discretion, to suspend Product sales on a national or regional basis during such periods.

7. Temporary or Program Usage Limit

AssuraCar may, in its sole discretion, impose temporary limitations (each, a “Program Usage Limit”) on the number program allowances or product reimbursements that Dealer may utilize, whether on a national or regional basis. AssuraCar shall provide Dealer with no less than one (1) business day’s written notice of the imposition of any changes to program allowances or product reimbursements, including the anticipated duration of such limitation. Dealer acknowledges and agrees that AssuraCar shall have the right, in its sole discretion, to enforce any such restrictions.

8. Dealer Representations, Warranties, and Obligations

Dealer shall complete all necessary documentation to obtain clear, marketable title to each Dealer Vehicle and shall assign such title to AssuraCar or its designee prior to returning the Dealer Vehicle to AssuraCar. Dealer shall further cooperate by providing any additional documentation, signatures, or information reasonably requested by AssuraCar in connection with processing a returned Dealer Vehicle and/or any related reimbursement request.

8.1.1. Dealer Representations and Warranties

Dealer represents and warrants that: (i) each Dealer Vehicle sold or returned to AssuraCar pursuant to these Terms and Conditions is conveyed with good and marketable title, free and clear of all liens, judgments, encumbrances, and citations; and (ii) the odometer reading of such Dealer Vehicle, as well as any corresponding odometer statement provided, is true, correct, and accurate in all respects.

8.1.2. Power of Attorney

For value received, Dealer hereby irrevocably appoints AssuraCar, its Affiliates, and AssuraCar Network Auctions as Dealer’s true and lawful agent and attorney-in-fact, with full authority to take any and all actions and to sign, e-sign, authenticate, or otherwise execute any and all documents deemed necessary, advisable, or expedient by AssuraCar in its sole judgment, including but not limited to odometer disclosure statements, title documents (including applications for duplicate titles), bills of sale, and invoices, in order to perfect or transfer title to any Dealer Vehicle that may be repurchased or remarketed by AssuraCar or its Affiliates. Dealer acknowledges that it may be required to execute additional written power-of-attorney documentation upon request by AssuraCar. Dealer agrees to indemnify and hold harmless AssuraCar, its Affiliates, and AssuraCar Network Auctions from and against any and all claims or causes of action arising out of or related to the exercise of such authority.

8.2. Transaction Integrity

8.2.1. Dealer Representations and Warranties

Dealer further represents and warrants that:

8.2.1.1. each Product is purchased and allowed as part of a bona fide, arm’s-length vehicle transaction conducted through either a licensed wholesale auction or dealer; or through an acceptable private party vehicle acquisition or trade; 8.2.1.2. each Dealer Vehicle was acquired by Dealer through a transaction involving competitive bidding; or through a fair wholesale evaluation process; 8.2.1.3. Dealer is not purchasing or selling any Dealer Vehicle for which a Product is being purchased in collusion with any third party, including, without limitation, the seller or any subsequent purchaser of the Dealer Vehicle; 8.2.1.4. no party to the transaction is acting in dual or conflicting capacities (e.g., as both buyer and seller, or as an affiliated buyer and seller); and 8.2.1.5. neither Dealer, nor to Dealer’s knowledge any other party, has engaged in any fraudulent, improper, or wrongful conduct in connection with the Dealer Vehicle or any Product, including but not limited to artificially inflating bid prices.

8.2.2. Enforcement

AssuraCar reserves the right to pursue any and all legal or equitable remedies against any Dealer it reasonably suspects of engaging in fraudulent, collusive, or otherwise improper conduct pertaining to any Product.

8.2.3. Right to Decline Business

Dealer acknowledges that AssuraCar is a private entity and may, at any time and in its sole discretion, decline to engage in business with Dealer or any other party, including any buyer of a Dealer Vehicle, for any reason or no reason whatsoever.

8.2.4. Restrictions on Repurchase by Dealer

Dealer acknowledges and agrees that neither Dealer nor any of its Affiliates shall repurchase any Dealer Vehicle within one hundred twenty (120) days following the date on which AssuraCar funds a claim expense on such Dealer Vehicle, unless AssuraCar gives written allowances stating repurchase action is granted.

8.2.5. Compliance with Laws

Dealer shall comply with all applicable federal, state, provincial, and local laws relating to vehicle sales and purchases.

8.2.6. Recordkeeping and Inspection

Dealer will maintain complete and accurate records of transactions under these Terms and Conditions for at least three (3) years. Dealer and its agents will, upon reasonable request by AssuraCar, make such records available for inspection and provide reasonable access to personnel.

8.2.7. Breach and Remedies

If AssuraCar, its Affiliate, or Partner Auctions knows or reasonably believes that Dealer has breached any representation, warranty, or covenant, AssuraCar and its Affiliates may refuse to allow program benefits for any Dealer Vehicle and may pursue remedies including: • 8.2.7.1. denying Dealer access to auctions or sales channels operated by AssuraCar Network Auctions; • 8.2.7.2. prohibiting Dealer from purchasing or benefiting from any Product; • 8.2.7.3. setting off any amounts owed to Dealer.

8.3. Fees and Payment

Dealer shall pay to AssuraCar the fees specified in the applicable Purchase Confirmation for each AssuraCar Return Guarantee (the “Fees”). The amount of the Fees shall correspond to the Subscription Rate set forth in Paragraph 2.2.1.1. Dealer hereby authorizes AssuraCar, or its authorized payment processor, to charge any credit card, bank account, or other payment method maintained by Dealer on file as of the date of purchase of the applicable AssuraCar Return Guarantee for the full amount of such Fees.

8.3.1. Non-Refundability; Taxes

Except as expressly provided in these Terms and Conditions, all Fees and other amounts paid by Dealer hereunder are non-refundable. Dealer shall be solely responsible for the payment of all federal, state, provincial, and local taxes, duties, fees, or assessments imposed on or arising from the Fees or the provision of AssuraCar Return Guarantees hereunder, excluding, however, any taxes imposed on AssuraCar’s income.

8.3.2. Failure to Pay

Notwithstanding anything to the contrary herein, if Dealer fails to remit payment of any Fees when due, AssuraCar may, in its sole discretion and without prior notice to Dealer, (i) cancel the applicable AssuraCar Program Allowances order, or (ii) reject Dealer’s AssuraCar Program Allowances and Benefits Request with respect to the applicable Dealer Vehicle. The rights described in this Section are cumulative and shall be in addition to any other rights or remedies available to AssuraCar at law, in equity, or under these Terms and Conditions.

8.3.3. No Refund Following Retail Sale of Vehicle

Dealer acknowledges and agrees that upon Dealer’s retail sale or wholesale disposal of a Dealer Vehicle for which an AssuraCar Program Allowance and Benefit has been purchased, Dealer shall be deemed to have received the full intended benefit of such AssuraCar Return Guarantee. Under no circumstances shall AssuraCar be obligated to refund any Fees for such AssuraCar Program Allowance or Benefit, including in circumstances where AssuraCar elects not to repurchase or accept return of the Dealer Vehicle.

8.4. Excessive Program Usage or Benefit Abuse

AssuraCar reserves the right, in its sole discretion, to assess an excessive Program Usage or Benefit Abuse fee (“Excessive Program Usage or Benefit Abuse Fee”) with respect to each Dealer Vehicle returned by any Dealer operating under “Program Usage or Benefit Abuse Status,” as defined herein, or be immediately terminated from the program.

8.4.1. Definition of Excess Program Usage or Benefit Abuse

A Dealer shall be deemed to be operating under “Excessive Program Usage or Benefit Abuse Status” if, within any rolling thirty (30) day period: • 8.4.1.1. Dealer has purchased ten (10) or more Dealer Vehicles; and • 8.4.1.2. Dealer has exercised more than a twenty percent (20%) program usage or benefit use of such purchased Dealer Vehicles.

8.4.2. Application of Excessive Program Usage or Benefit Abuse Fees

If Dealer meets or exceeds any of the thresholds described above, AssuraCar may assess Excess Fees in accordance with the schedule below against program benefit in excess of such threshold. AssuraCar shall invoice Dealer for such Excessive Program Usage or Benefit Abuse Fees and may withhold vehicle reimbursement payments until all additional fees are paid in full. AssuraCar further reserves the right to: (i) deduct Excessive Program Usage or Benefit Abuse Fees from any reimbursement amounts due to Dealer; and/or (ii) offer Dealer the option to cancel certain program benefits in order to reduce Excessive Program Usage or Benefit Abuse volume below applicable thresholds.

• 8.4.2.1. 20% to 29.99% return rate: $3,000 per program abuse or excessive usage; • 8.4.2.2. 30% to 39.99% return rate: $3,500 per program abuse or excessive usage; • 8.4.2.3. 40% to 49.99% return rate: $4,000 per program abuse or excessive usage; • 8.4.2.4. 50% or higher return rate: $5,000 per program abuse or excessive usage.

9. Indemnification

Dealer shall indemnify, defend, and hold harmless AssuraCar, its AssuraCar Network Auctions, Affiliates, subsidiaries, successors and assigns, and each of their respective officers, directors, employees, and agents (collectively, the “AssuraCar Indemnified Parties”) from and against any and all claims, losses, demands, causes of action, damages, debts, liabilities, costs, and expenses (including reasonable attorneys’ fees and court costs), arising out of or relating to: (a) any third-party claim resulting from any breach or alleged breach by Dealer of its obligations, representations, or warranties under these Terms and Conditions, or any breach or alleged breach by any purchaser of a Dealer Vehicle sold by Dealer of such purchaser’s obligations, representations, or warranties; or (b) any claim or demand made by any purchaser, future owner, or holder of a Dealer Vehicle for which Dealer has purchased any AssuraCar Product or Program Allowances.

IN NO EVENT SHALL THE ASSURACAR INDEMNIFIED PARTIES BE LIABLE TO DEALER OR ANY THIRD PARTY (INCLUDING, WITHOUT LIMITATION, ANY PURCHASER OF A DEALER VEHICLE) FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS OR ANY ASSURACAR PRODUCT, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE TOTAL AGGREGATE LIABILITY OF THE ASSURACAR INDEMNIFIED PARTIES TO DEALER OR ANY THIRD PARTY CLAIMING THROUGH DEALER (INCLUDING ANY PURCHASER OF A DEALER VEHICLE) FOR ANY CLAIM ARISING OUT OF OR RELATING TO ANY ASSURACAR PRODUCT OR THESE TERMS AND CONDITIONS SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY DEALER TO ASSURACAR FOR THE PRODUCT ASSOCIATED WITH THE DEALER VEHICLE GIVING RISE TO SUCH CLAIM.

Vehicle Fleet Services, LLC requires the right to obtain earned premiums up to 90 days in escrow to ensure sufficient claim reserves are available for claims to be processed as intended.

11. Proprietary Rights

The AssuraCar Products, together with these Terms and Conditions, constitute proprietary materials and intellectual property owned exclusively by AssuraCar. All rights, title, and interest in and to the Products, including all patents, copyrights, trademarks, trade secrets, and other intellectual or proprietary rights, are and shall remain the sole property of AssuraCar. The Products constitute valuable trade secrets of AssuraCar and shall not be used, disclosed, or reproduced except as expressly authorized herein.

12. Account Information; Responsibility for Account Activity

Any usernames, passwords, or other account credentials provided to or created by Dealer for use in connection with the Products shall be kept strictly confidential and shall not be shared with any third party without the prior written consent of AssuraCar. Notwithstanding the foregoing, Dealer shall be solely responsible and liable for all actions, transactions, and activities conducted through Dealer’s accounts, including the payment of all Fees incurred in connection therewith.

13. Right of Set-Off

Notwithstanding anything to the contrary herein, if Dealer fails to pay any Fees or other amounts owed to AssuraCar or its Affiliates within thirty (30) days of the date such amounts become due, AssuraCar and its Affiliates shall have the absolute and unconditional right to deduct and set off such unpaid amounts from any sums that may be or become payable to Dealer, including, without limitation, any amounts payable in connection with the return or repurchase of any Dealer Vehicle.

Additionally, AssuraCar and its Affiliates shall have the right to deduct and set off from any amounts payable to Dealer for any Dealer Vehicle being repurchased or accepted for return, any unpaid Fees or other amounts owed by Dealer in connection with any Product or service relating to such Dealer Vehicle, regardless of whether such unpaid amounts are past due.

14.1. Agreement to Arbitrate

Dealer agrees that any dispute, claim, or controversy arising out of or relating in any way to these Terms and Conditions or any AssuraCar Product shall be resolved exclusively through final and binding arbitration. This arbitration requirement means that Dealer’s claims against AssuraCar will be resolved by a neutral arbitrator rather than in a court of law. Dealer further acknowledges and agrees that AssuraCar may, but shall not be obligated to, submit to arbitration any dispute or claim it may have against Dealer, and any such arbitration shall be conducted in accordance with this Section 14.

14.2. Right to Opt Out of Arbitration

Dealer may opt out of the arbitration provisions set forth in this Paragraph 14 without any adverse effect on its relationship or business dealings with AssuraCar.

To validly exercise this opt-out right, Dealer must deliver written notice to:

AssuraCar c/o Legal Department 8595 Washington St, Suite 200, 80229

Such written notice must be received no later than thirty (30) days following Dealer’s initial acceptance of these Terms and Conditions. This procedure is the sole method for opting out.

14.3. Class Action Waiver

Any arbitration hereunder shall occur on an individual basis only. Class arbitrations, class actions, collective actions, private attorney general actions, and other representative proceedings are strictly prohibited. Dealer expressly waives any right to participate in, or to bring, any such action against AssuraCar.

If Dealer validly opts out of arbitration or if arbitration is deemed unenforceable, this class action waiver shall continue to apply in litigation. If the class action waiver is deemed invalid, the entire arbitration agreement shall be null and void.

14.3.1. Arbitration Procedures

• Arbitration shall be administered by independent Arbiter of AssuraCar’s choosing. • The arbitrator shall strictly enforce these Terms and Conditions and shall have no authority to modify them. • Arbitration shall take place in Adams County, in the English language. • Each party shall bear its own legal expenses and share arbitration costs equally, except that the arbitrator may award AssuraCar its costs and reasonable attorneys’ fees if Dealer’s claim is brought in bad faith.

14.3.2. Governing Law

Dealer acknowledges that transactions with AssuraCar involve interstate commerce; therefore, the Federal Arbitration Act (FAA) governs this arbitration clause and class action waiver. This provision survives termination or expiration of these Terms and Conditions.

These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict-of-law principles. To the extent any dispute is not subject to mandatory arbitration, the exclusive jurisdiction and venue shall lie in the state or federal courts located in Adams County, Colorado.

16. Amendments to Terms and Conditions

AssuraCar reserves the right to amend or modify these Terms and Conditions at any time. Any such modifications will be posted on the AssuraCar website. Dealer’s continued purchase or use of any Product after such posting shall constitute Dealer’s acceptance of the revised Terms and Conditions.

17. Miscellaneous

(a) Any delay or failure by AssuraCar to perform its obligations under these Terms and Conditions shall be excused to the extent such delay or failure results from events or circumstances beyond its reasonable control.

(b) These Terms and Conditions constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, proposals, or understandings, whether written or oral.

(c) No waiver by AssuraCar of any provision of these Terms and Conditions shall be deemed a continuing waiver or a waiver of any other provision. Failure by AssuraCar to assert any right or provision under these Terms and Conditions shall not constitute a waiver of such right or provision.

(d) If any provision of these Terms and Conditions is held invalid, illegal, or unenforceable by an arbitrator or court of competent jurisdiction, such provision shall be reformed to the minimum extent necessary to reflect the parties’ original intent, and the remaining provisions shall continue in full force and effect.

(e) The parties agree that this Agreement, and all related correspondence, documentation, and legal proceedings, shall be written and conducted in the English language.

AssuraCar Terms and Conditions

1. General Conditions

By (i) electronically accepting an Offer Letter, or (ii) purchasing or using any AssuraCar wholesale vehicle purchase assurance product—including, without limitation, the “AssuraCar ‘Gold,’ ‘Platinum,’ or ‘Elite,’ (each, a “Product”)—offered by Vehicle Fleet Services, L.L.C., d/b/a AssuraCar, you, as the dealer customer (“Dealer”), both individually and on behalf of your dealership, business entity, or any Affiliates, hereby acknowledge, represent, warrant, and agree to the following:

1.1. Agreement to Terms

• Purchase, subscription to, or use of any Product by or on behalf of Dealer, regardless of who pays the associated fee, constitutes Dealer’s acceptance of and agreement to be bound by these AssuraCar Terms and Conditions (these “Terms and Conditions”) with respect to both the Dealer and each applicable vehicle. • Dealer acknowledges that purchase or use of any Product is expressly conditioned upon Dealer’s agreement to these Terms and Conditions.

• Dealer represents and warrants that it possesses full right, power, and authority to (i) purchase and use Products, and (ii) bind its dealership, business entity, and any of its Affiliates to these Terms and Conditions. • For purposes hereof, “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party. Affiliates of AssuraCar include, without limitation, Vehicle Fleet Services, LLC and its subsidiaries and affiliated companies.

1.3. Right to Conduct or Refuse Business

• AssuraCar and its Affiliates reserve the right, in their sole discretion, to conduct or decline to conduct business with any Dealer. • Similarly, Dealer is under no obligation to conduct business with AssuraCar or its Affiliates. • Dealer acknowledges and agrees that no right, remedy, or cause of action shall arise against AssuraCar or its Affiliates due to a refusal to engage in business, and that similar or alternative products may be available from other sources.

1.4. Invalidation of Products

AssuraCar may, in its sole discretion, decline or reject Dealer’s acceptance of an Offer Letter for any Product, cancel or terminate any accepted Product, or rescind any associated benefits (collectively, an “Invalidation”) if AssuraCar reasonably believes that:

1. 1. Dealer has breached, or is in violation of, these Terms and Conditions;
2. 2. Dealer has breached any term of the applicable Offer Letter;
3. 3. The purchase price of the vehicle exceeds reasonable valuation standards based on industry-recognized valuation tools;
4. 4. Dealer has violated any marketplace policies of AssuraCar or its Affiliates; or
5. 5. Any other reason exists, as determined solely by AssuraCar in its discretion.

Dealer’s sole and exclusive remedy in the event of any such Invalidation shall be a refund of any amount actually paid by Dealer for the applicable Product, if any.

Repurchase and Reimbursement

Upon Dealer’s satisfaction of all return requirements and payment of applicable fees, AssuraCar shall repurchase the vehicle or ensure the Dealer receives full reimbursement, at AssuraCar’s discretion, for the calculated buyback amount through remarketing channel auctions as set forth in the Terms and Conditions. Any repurchase, return payment, or reimbursement under the Program shall be calculated solely on the basis of the vehicle’s purchase price as reflected on the applicable buyer’s order, including only the standard auction buyer’s fee. Any additional fees, charges, premiums, transportation costs, reconditioning expenses, or other non-standard or ancillary charges shall be excluded from the calculation and shall not be eligible for reimbursement. All such calculations shall be subject to and governed by the applicable Program Agreement and Terms and Conditions.; transportation fees, reconditioning fees, AssuraCar fees, inspection fees and any outstanding payables are not considered for program buyback calculation allowances. In the event a vehicle is returned or sold through a remarketing channel auction, the Dealer shall receive the calculated buyback amount as stated in the Terms and Conditions less all remarketing sale fees or any post-sale adjustments, within 21 business days once the vehicles have arrived at a designated auction. Each AssuraCar buyback/returned vehicle that is placed under the remarketing program and not directly repurchased by AssuraCar will have a maximum liability risk as stated, any additional loss exposure is the Dealer’s responsibility to cover and will be deducted from their total buyback/return payout after all remarketing calculations have been considered. In the event when a vehicle presented to a wholesale market has produced additional loss exposure that exceeds the stated limits of liability, the vehicle sale offer will be presented to the dealer for their option to decline or accept the sale opportunity. Declined offers will result in vehicles being added to future sale opportunities and will reset the 21 business days to sale and repayment terms as stated above. Once a vehicle sale offer has been presented by the Vehicle Fleet Services or AssuraCar remarketing division to the dealer, it is the dealer’s responsibility to respond to either accept, counter or deny the presented offer. In the even that 4 hours has expired with no response from the dealer, the vehicle on offer will be given a “no sale” designation and will be scheduled to rerun in the next available proceeding sale at the designated auction. If the vehicle has received a viable offer multiple times and has been “no sale’d” three or more times, the dealer will waive their rights to any transportation reimbursement along with any remarketing sale fee provisions or discounts as stated in their designated plan allowances.

All Gold level and 21 Day Unlimited plans in addition to all 21 day buyback requests regardless of the program type have a $1,500 maximum individual vehicle loss exposure limit;

All Platinum level plans have a $1,750 maximum individual vehicle loss liability exposure limit;

All Elite level plans have a $2,000 maximum individual vehicle loss liability exposure limit.

Time-Limited Price Surcharge / Suspension / Return Limits

All references to surcharge imposition, temporary suspension of Product availability, and temporary return limitations shall apply to AssuraCar, with the same notice periods and discretionary standards as originally drafted.

Dealer Representations, Warranties, Obligations

Indemnification

Dealer shall indemnify, defend, and hold harmless AssuraCar, its Affiliates, officers, employees, and agents from any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from Dealer’s breach or third-party vehicle-related claims.

Limitation of Liability

In no event shall AssuraCar or its Affiliates be liable for indirect, incidental, special, punitive, or consequential damages. Aggregate liability shall not exceed the total fees actually paid by Dealer to AssuraCar for the specific vehicle Product at issue.

Proprietary Rights

All intellectual property rights in the Products and these Terms and Conditions are and shall remain the exclusive property of AssuraCar.

Set-Off / Right to Set-Off / Account Responsibility

Miscellaneous

1. 1. Force Majeure – AssuraCar is not liable for delays or failures caused by circumstances beyond its reasonable control. Any delay or failure in performance by AssuraCar under these Terms and Conditions shall not constitute a breach hereof and shall be excused to the extent caused by any event or circumstance beyond AssuraCar’s reasonable control, including, without limitation, acts of God, natural disasters, war, terrorism, labor disputes, governmental actions, or interruptions in telecommunications or supply chain disruptions beyond AssuraCar’s reasonable control.
2. 2. No Waiver – Any failure by AssuraCar to enforce a provision does not constitute a waiver.
3. 3. Severability – Invalid provisions will be modified to best reflect intent; the remainder shall remain enforceable.
4. 4. Language – All documentation and correspondence shall be in English.
5. 5. All provisions contained herein shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors and assigns. AssuraCar may assign these Terms and Conditions, or any of its rights or obligations hereunder, without the consent of Customer. Each affiliate and subsidiary of AssuraCar shall be deemed a third-party beneficiary of these Terms and Conditions and shall be entitled to enforce any and all rights of AssuraCar hereunder.
6. 6. These Terms and Conditions, together with the AssuraCar Privacy Policy (which is hereby incorporated by reference) and any other documents or agreements expressly referenced herein, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, and understandings, whether written or oral, relating to such subject matter.
7. 7. No failure or delay by AssuraCar in exercising any right, power, or privilege under these Terms and Conditions shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. If any provision of these Terms and Conditions is determined by an arbitrator or court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be reformed or modified to the minimum extent necessary to reflect the intent of the parties in a valid and enforceable manner, and the remaining provisions shall continue in full force and effect. All rights and remedies of AssuraCar under these Terms and Conditions shall be cumulative and nonexclusive and may be exercised individually or concurrently, at AssuraCar’s sole discretion.