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Agreement Between CarEdge and

Service Agreement

This Agreement ("the Agreement") is made and entered into 05/29/2024 by and between Auto Advocate, Inc., a Delaware corporation, with its principal place of business at 5268 Nicholson Ln Suite G 176 Kensington, MD 20895, hereinafter referred to as "CarEdge", and and its affiliates, hereinafter referred to as the “Dealer”.

Services Provided

  • Access to all CarEdge leads for Dealer's brands.
  • A streamlined car buying process that allows the Dealer to facilitate vehicle sales online to customers.
  • A dedicated team of CarEdge representatives that support the car buying process.
  • A limited, non-exclusive, revocable, non-sublicensable, non-transferable license to use CarEdge logos, media, and materials, as approved by CarEdge in writing, to promote Dealer’s business during the term of this Agreement.
  • Training for the Dealer's sales staff to facilitate vehicle transactions, including but not limited to access to Dealer’s inventory feed, inventory management, inventory pricing, and logistics coordination.

Preferred Pricing

The Dealer agrees to provide CarEdge with preferred pricing for the purchase of vehicles. Preferred pricing shall be defined as pricing offered to CarEdge at or below the Dealer's lowest advertised price for comparable vehicles. The Dealer warrants that the preferred pricing provided to CarEdge shall be no less favorable than the pricing offered to any other third party, including but not limited to corporate clients or other brokers. The Dealer further agrees to notify CarEdge promptly of any changes to its lowest advertised prices for comparable vehicles. In the event that the Dealer offers lower pricing to any other party, it agrees to extend such pricing to CarEdge retroactively for any relevant transactions within the same timeframe.

Compensation

The Dealer agrees to pay CarEdge $250 for each trade-in vehicle from end customers to the Dealer facilitated by CarEdge. CarEdge will present an invoice to the Dealer for the previous month’s trade-in transactions. The Dealer may choose to remit shipping expense associated with the delivery of each completed vehicle purchase facilitated by CarEdge, subject to total distance of shipped vehicle. The Dealer will remit 100% of shipping expenses associated with the acquisition of a trade-in vehicle. CarEdge will present an invoice to the Dealer for the previous month’s transactions. Coordination of shipping to be completed by CarEdge.

All invoices issued by CarEdge to the Dealer shall be made within thirty (30) days from the date of the invoice ("Net 30"). Payments shall be made in USD by accepted payment methods, e.g., wire transfer, check, ACH, to CarEdge. All invoices issued by CarEdge to the Dealer that are not paid within 30 days from the date of the invoice will be subject to a fee of 5.0% of the outstanding balance due to CarEdge per month or the maximum amount permitted by law, whichever is lower (the “Penalty Fee”).

Term and Termination

The term of this Agreement is month to month. Both parties may terminate this Agreement at any time by providing a written notice 30 days in advance. This Agreement will renew automatically at the start of each month.

Confidentiality

Both parties agree to keep the terms of this Agreement confidential and will not disclose them to third parties without the written consent of the other party, except as required by law.

Governing Law

This Agreement shall be governed by and interpreted in accordance with the laws of Delaware, USA.

Amendments

Any changes or modifications to this Agreement must be in writing and signed by both parties.

Responsibilities and Disputes

Dealer agrees to partner with CarEdge in facilitating successful vehicle transactions on behalf of customers, including but not limited to confirming availability of inventory, processing administrative documentation in accordance with state and federal regulations and licensing requirements, and maintain verbal and written communication with CarEdge on an ad hoc basis as needed.

Dealer agrees to refund customer and pay for return shipping should a purchased vehicle be delivered in damaged and/or unsatisfactory condition to the Customer. In instances in which the car was damaged during transport or delivery, the shipping partner bears liability.

Any dispute, controversy, or claim arising out of or relating to this Agreement or the breach, termination, or validity thereof, shall be settled by arbitration administered by the American Arbitration Association (AAA), in accordance with its Commercial Arbitration Rules, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall take place in Wilmington, Delaware.

Authority and Compliance

Each party represents and warrants that it has the right and authority to enter into and perform its obligations under this Agreement. Both CarEdge and Dealer will perform all of its obligations under this Agreement in accordance with all applicable governmental laws, rules, and regulations.

Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS OR LOSS OF BUSINESS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE LIMITATIONS HEREIN SHALL NOT APPLY WITH RESPECT TO CLAIMS OR DAMAGES ARISING OUT OF OR FOR BREACH OF CONFIDENTIALITY OR A PARTY’S GROSS NEGLIGENCE OR INTENTIONALLY WRONGFUL ACTS.

Indemnification

Each party shall defend, indemnify, and hold harmless the other party from and against any claim, cause of action, judgment, proceeding, liability, damage, cost, or expense (including but not limited to reasonable attorneys’ fees) incurred by or imposed upon the other party in connection with or as a result of any claim, cause of action, proceeding, or demand made by any third party upon the other party arising out of the first party’s negligent, grossly negligent, or intentionally wrongful acts or omissions or out of facts or circumstances constituting breach of this Agreement by the first party. This Section 10 shall survive any termination or expiration of this Agreement.

Entire Agreement

This Agreement contains the entire agreement between the parties and supersedes all previous negotiations, understandings, and agreements between them.

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