LEASEPASS DEALER AGREEMENT

This Dealer Agreement (the “Agreement”) is entered into as of ___________________________ (the “Effective Date”), by and between LeasePass LLC (“LeasePass” or “Company”) and the “Dealer” named on the last page, collectively referred to as the “Parties.” The parties agree as follows:

1. SCOPE OF AGREEMENT

Company authorizes Dealer to market and sell LeasePasses to customers under the terms of this Agreement.

2. OBLIGATIONS OF COMPANY

2.1 Program Administration
Company shall administer all LeasePasses sold by Dealer, including customer support and fulfillment of obligations per the LeasePass Customer Acknowledgment.

2.2 Training and Support
Company shall provide training, materials, and support to Dealer staff.

2.3 Customer-Facing Materials and Disclosures
Company is solely responsible for preparing and ensuring the accuracy and compliance of all LeasePass materials and customer disclosures.

2.4 Customer Support
Company is solely responsible for program administration, inquiries, disputes, costs, and liabilities. Dealer has no responsibility for vehicle purchases or post-sale obligations.

2.5 Vehicle Eligibility for Sale
LeasePass sets and maintains the eligibility criteria governing which vehicles may be sold with LeasePass. These criteria may be updated by LeasePass from time to time, with written notice to Dealer. Updates apply only to future LeasePass sales. Eligibility means only that a vehicle may be offered for sale with LeasePass; it does not relate to or affect any customer’s later buyback eligibility, which is governed solely by the Customer Acknowledgment, nor does it represent or guarantee any aspect of the vehicle’s performance, condition, or value. Vehicles with prior accident history involving structural damage, airbag deployment, or other events likely to materially impact value are ineligible. Vehicles with salvage, rebuilt, flood, fire, hail, or odometer rollback history are also ineligible. LeasePass may update or expand eligibility criteria at its sole discretion.

3. OBLIGATIONS OF DEALER

3.1 Sales and Marketing
Dealer agrees to market and sell LeasePass in compliance with Company guidelines and applicable laws, using only Company-approved materials, sales scripts, and disclosures. Dealer shall not modify such materials without prior written consent and must accurately represent LeasePass, including ensuring it is not marketed as an insurance or warranty product.

3.2 Disclosure to Customers
Dealer must provide the LeasePass Customer Acknowledgment to the customer for review and signature. Disclosure within the Retail Installment Sales Contract or lease agreement is handled by the Dealer consistent with its standard practices.

3.3 Accuracy and Completeness
Dealer will provide accurate vehicle and customer information when submitting LeasePass deals. Dealer agrees to disclose any negative equity carried over from a trade-in or prior lease or loan at the time of sale. For clarity, LeasePass does not cover negative equity; any remaining balance of such amounts will remain the customer’s responsibility at turn-in.

3.4 Implementation
Dealer agrees to complete the Company’s onboarding and training within fourteen (14) days of signing and designate a primary point of contact for LeasePass.

4. TERM AND TERMINATION

4.1 Term
This Agreement shall commence on the Effective Date and continue indefinitely until terminated by either party.

4.2 Termination for Convenience
Either party may terminate this Agreement by providing thirty (30) days’ written notice (including email) to the other party.

4.3 Termination for Cause
The Company may terminate this Agreement immediately upon written notice if:
(a) Dealer fails to remit payment for any LeasePass within thirty (30) days of submission and does not cure such failure within ten (10) days after written notice;
(b) Dealer materially breaches any other provision of this Agreement and does not cure the breach within thirty (30) days after written notice; or
(c) the breach is not reasonably capable of cure.
Dealer may terminate this Agreement immediately upon written notice if the Company materially breaches and fails to cure within thirty (30) days of notice.

4.4 Effect of Termination
Termination of this Agreement shall not affect LeasePasses that have been fully paid for and remain valid at the time of termination, which shall continue to be administered by the Company. The Company shall have no obligation to honor or administer any LeasePass for which payment has not been received in full.

5. PRICING AND COMPENSATION
Dealer may set any price for LeasePasses sold to customers (the “Selling Price”). The LeasePass cost is $750.00 per LeasePass and may be updated by LeasePass with thirty (30) days’ notice. Any change will apply only to LeasePasses sold after the effective date of the update.

A LeasePass shall not be valid or effective until payment for that LeasePass has been received by the Company. Payment must be made within thirty (30) days of submission via Automated Clearing House (ACH) or another mutually agreed method. If payment is not received within that period, the Company may suspend Dealer’s ability to submit new LeasePass enrollments until all outstanding amounts are paid in full, and the Company reserves the right to void any unpaid LeasePass after providing written notice to Dealer.

6. LIMITATION OF LIABILITY
Dealer shall not be liable for any claims, damages, or disputes arising from the performance, non-performance, administration, or customer use of LeasePass. All obligations related to eligibility, customer support, customer disputes, and program rules and compliance are the sole responsibility of the Company. Neither party shall be liable for indirect, incidental, or consequential damages arising from this Agreement.

7. CONFIDENTIALITY
The Dealer shall maintain the confidentiality of LeasePass written materials, and LeasePass agrees to maintain the confidentiality of all non-public, proprietary, or trade secret information regarding the Dealership and all Customer Data obtained under this Agreement, and not disclose it to any third party without prior written consent of the other party, except as required by law. Dealer, including its employees and agents, must not share or misuse access to confidential LeasePass materials. Dealer agrees that during the term of this Agreement and for twelve (12) months thereafter, Dealer will not directly develop, launch, or actively promote any vehicle buyback program that is substantially similar to LeasePass. This restriction does not prevent Dealer from selling or offering other third-party products generally available in the market, provided that such products are not developed using LeasePass Confidential Information

8. GOVERNING LAW
This Agreement is governed by Delaware law, without regard to its conflicts of law principles.

9. GENERAL PROVISIONS

9.1 Amendments
This Agreement may only be amended in writing signed by both parties.

9.2 Hold Harmless
Each party (“Indemnifying Party”) shall indemnify, defend, and hold harmless the other party and its officers, directors, employees, and agents (“Indemnified Party”) from any claims, damages, losses, costs, or expenses (including reasonable attorney’s fees) arising from: (a) the Indemnifying Party’s breach of this Agreement; (b) the Indemnifying Party’s negligence, misconduct, or violation of law; and (c) with respect to Company, claims relating to the administration, eligibility, or operation of LeasePass not caused by Dealer’s negligence or misconduct, and with respect to Dealer, any material or willful misrepresentation of LeasePass, whether by statement or omission, including failure to disclose the Customer Acknowledgment. These obligations survive termination and are not subject to Section 6 (Limitation of Liability).

9.3 Arbitration
Any dispute arising from or related to this Agreement shall be resolved by binding arbitration under the rules of the American Arbitration Association (AAA) or another mutually agreed arbitration provider. Either party may bring qualifying claims in small claims court, and LeasePass may seek injunctive relief in court for intellectual property or proprietary matters. This clause is governed by the Federal Arbitration Act and Delaware law.