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BestEVforSale – Dealer Agreement

This Expanded Dealer Agreement (the "Agreement") governs your activities as a licensed dealer on the BestEVforSale platform (the "Platform"), operated by BestEVforSale, LLC (the "Company," "we," "us," or "our"). By registering as a dealer, accessing dealer-exclusive listings, submitting bids, purchasing vehicles, or engaging in any dealer-related activities on the Platform, you represent that you are a duly licensed motor vehicle dealer and acknowledge that you have read, understood, and agree to be bound by this Agreement in its entirety.

1. Dealer Licensing, Compliance, and Representations

You represent, warrant, and covenant that:

• You are a duly licensed motor vehicle dealer in good standing under all applicable federal, state, and local laws, regulations, and requirements;
• You hold all necessary permits, bonds, insurance and certifications required to purchase, resell, transport, and deal in vehicles;
• You comply fully with all applicable laws, including consumer protection laws, advertising rules, odometer disclosure requirements, title transfer regulations, emissions standards, and export/import restrictions;
• You are not subject to any suspension, revocation, or pending disciplinary action related to your dealer license or business practices.

2. Independent Due Diligence and No Reliance on Platform

As a licensed professional dealer, you acknowledge that you are solely and independently responsible for conducting thorough due diligence on any vehicle before bidding, purchasing, or accepting delivery.

3. Non-Binding Nature of Platform Activity and Transaction Completion

All bids, offers, proxy bids, indications of interest, or other communications on the Platform (including during Dealer-Exclusive Phases) are non-binding and do not create enforceable obligations.

4. Fees, Payments, and Financial Responsibilities

You agree to pay any applicable Platform fees as outlined in current fee schedules. Fees for unsuccessful bids or non-completed transactions are non-refundable.

5. Assumption of Risk

You expressly acknowledge and assume all risks associated with purchasing vehicles through the Platform, including but not limited to:

• Fraud, misrepresentation, or seller default;
• Undisclosed defects, hidden damage, or EV-specific issues;
• Title defects, liens, or ownership disputes;
• Transportation damage, delays, or loss;
• Regulatory violations, fines, or rejections;
• Market value fluctuations or resale difficulties;
• Personal injury, property damage, or financial loss from any vehicle.

6. Release, Indemnification, and Hold Harmless

You hereby release, discharge, and agree not to sue BestEVforSale, its affiliates, officers, directors, employees, agents, and successors from any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to your dealer activities, bids, purchases, vehicle condition, seller conduct, transaction outcomes, or Platform use.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BESTEVFORSALE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, OR OTHER DAMAGES, INCLUDING LOSS OF PROFITS, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY.

8. Dispute Resolution and Governing Law

Any disputes arising from this Agreement or your dealer participation shall be resolved exclusively through binding arbitration under the rules of the American Arbitration Association (AAA) in Boston, Massachusetts.

9. User Conduct and Platform Rights

You agree not to misuse the Platform, submit false bids, engage in collusive practices, or violate dealer codes of conduct. We may monitor activity, suspend/terminate access, or report violations without liability.

10. Privacy, Severability, Entire Agreement, Amendments, and Force Majeure

Your use is subject to our Privacy Policy. Invalid provisions do not affect others. This is the entire agreement. Amendments posted on the Platform are binding upon continued use. We are not liable for force majeure events.

Acknowledgment and Acceptance

I have read, understand, and expressly agree to all terms, representations, warranties, disclosures, limitations, releases, obligations, and risks in this Agreement. As a licensed dealer, I accept full responsibility for my due diligence.

BestEVforSale – Dealer Addendum

(Incorporated into and governed by the Master Terms of Use)

1. Dealer Licensing, Status, and Regulatory Compliance

Dealer represents, warrants, and covenants that at all times during use of the Platform:

• Dealer holds and maintains all required federal, state, and local dealer licenses
• Dealer is in good standing with all regulatory authorities
• Dealer maintains all required bonds, insurance, and permits
• Dealer complies with all applicable laws
• Dealer is not subject to any suspension, revocation, or pending enforcement action

2. Independent Due Diligence; No Reliance

Dealer acknowledges and agrees that Dealer is a sophisticated, licensed professional and is solely responsible for conducting independent and comprehensive due diligence prior to bidding, purchasing, or taking delivery of any vehicle.

3. Non-Binding Bids; No Transaction Until Completion

Dealer expressly agrees that:

• ALL bids, offers, proxy bids, and communications on the Platform are non-binding
• No purchase, sale, or contract exists unless and until ALL of the following occur outside the Platform:
  1. Execution of a formal sales contract
  2. Completion of full payment
  3. Transfer of clear title
  4. Completion of delivery or transportation

4. Fees and Financial Responsibility

Dealer agrees to pay all applicable Platform fees pursuant to published fee schedules.

5. Assumption of Risk (Heightened Dealer Standard)

Dealer expressly assumes all risks associated with purchasing vehicles through the Platform, including but not limited to:

• Seller fraud or default
• Hidden defects or EV-specific battery issues
• Title defects or lien disputes
• Transportation damage or delays
• Regulatory violations or penalties
• Market volatility or resale losses
• Personal injury or property damage

6. Release, Indemnification, and Hold Harmless (With Cap)

Dealer hereby fully releases BestEVforSale and its affiliates, officers, directors, employees, and agents from any and all claims arising from:

• Dealer activities
• Vehicle condition
• Seller conduct
• Transaction outcomes
• Platform use

7. Limitation of Liability

To the maximum extent permitted by law:

• BestEVforSale shall not be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages
• Total aggregate liability shall not exceed fees paid by Dealer in the twelve (12) months preceding the claim

8. Arbitration, Class Action Waiver, Governing Law

This Dealer Addendum is governed by the Mandatory Arbitration, Class Action Waiver, Governing Law, and Venue provisions of the Master Terms of Use.

9. Platform Rights and Monitoring

BestEVforSale may monitor activity, remove listings, suspend dealer access, terminate accounts, or report violations at its discretion.

10. Survival

The following provisions survive termination:

• Licensing representations
• Due diligence obligations
• Assumption of risk
• Release and indemnification
• Limitation of liability
• Arbitration and governing law