Dealer Transparency Index Program Rules

Article 1. Introduction

1.1 Purpose

The purpose of the Dealer Transparency Index Program is to provide consumers with consistent, objective information that helps them make more informed vehicle purchasing decisions while encouraging transparency, consistency and accountability throughout the automotive retail industry.

The Program evaluates dealership practices using standardized, objective criteria established by CarEdge and described in the DTI Methodology. DTI Ratings are intended to reflect how a dealership performs against those objective criteria based upon information available to CarEdge at the time a rating is calculated.

The Program is administered independently of CarEdge’s commercial relationships. Participation in Certification, promotional opportunities, advertising programs or other commercial relationships with CarEdge does not influence a dealership’s DTI Rating.

These Program Rules operate together with CarEdge’s Terms of Use, Privacy Policy and any Program-specific policies, standards or promotional rules that may apply. If there is a conflict between these Program Rules and a Program-specific policy or promotion, the more specific policy governs that Program.

1.2 Definitions

For purposes of these Program Rules, the following definitions apply:

• “CarEdge” means CarEdge, LLC, its affiliates, subsidiaries, successors and authorized representatives.
• “Certification” means CarEdge’s voluntary certification program for dealerships that satisfy the applicable Certification Standards.
• “Certified Dealer” means a Verified Dealer that has successfully completed the Certification process and continues to satisfy the applicable Certification Standards.
• “Consumer Submission” means information, documents, communications or other materials voluntarily provided by or on behalf of a consumer relating to a dealership or vehicle purchase transaction.
• “Dealer” means any franchised or independent motor vehicle dealership included within or evaluated through the Program.
• “Dealer Profile” means the publicly available profile maintained by CarEdge for a dealership participating in or evaluated through the Program.
• “Dealer Response” means any communication, documentation or information provided by a dealership in response to a consumer inquiry, synthetic inquiry, Certification review, audit request or other Program activity.
• “DTI Methodology” means the Dealer Transparency Index Methodology published by CarEdge and incorporated into these Program Rules as Exhibit A, as amended from time to time.
• “DTI Rating” means the Dealer Transparency Index rating, score or other assessment assigned to a dealership pursuant to the DTI Methodology.
• “Intellectual Property” means all trademarks, service marks, copyrights, patents, trade secrets, software, databases, methodologies, algorithms, reports, analytics, content and other proprietary rights associated with the Program.
• “Mystery Shop Data” means information generated through CarEdge’s synthetic consumer technology, mystery shopping activities or other standardized evaluation tools used in administering the Program.
• “Program” means the Dealer Transparency Index, together with related Dealer Profiles, Certification programs, promotional programs and supporting services administered by CarEdge.
• “Program Materials” means all ratings, rankings, reports, badges, Certification marks, educational materials, promotional content and other materials created or distributed by CarEdge in connection with the Program.
• “Promotional Offer” means any discount, incentive, reward, referral program, sweepstakes or other promotional opportunity made available through the Program.
• “Transaction Data” means information relating to vehicle pricing, dealer fees, financing, trade-in offers, dealership communications or other objective information relating to a vehicle purchase transaction.
• “Verification Data” means information used by CarEdge to authenticate, validate or verify information used in administering the Program.
• “Verified Dealer” means a dealership that has claimed its Dealer Profile, completed CarEdge’s profile verification procedures and has been authorized to manage its Dealer Profile through the Program.

Article 2. Participation and Eligibility

2.1 Dealer Profiles

CarEdge may create and maintain a Dealer Profile for any licensed motor vehicle dealership that it elects to evaluate as part of the Program. Dealer Profiles are intended to provide consumers with standardized information that facilitates comparison among dealerships.

A dealership’s inclusion in the Program does not require prior notice, registration or consent. CarEdge may publish Dealer Profiles, DTI Ratings, Certification status and other Program information for any dealership evaluated through the Program.

Dealer Profiles may include publicly available business information, DTI Ratings, Certification status, dealer responses, promotional content and other information that CarEdge determines is relevant to consumers or the operation of the Program.

A dealership may claim and manage its Dealer Profile by completing CarEdge’s profile verification procedures. CarEdge may require reasonable documentation to verify the identity and authority of the dealership representative requesting administrative access to a Dealer Profile.

Verification confirms only that the requesting representative is authorized to manage the claimed Dealer Profile. Verification does not constitute an endorsement of the dealership, its business practices or its DTI Rating.

Nothing in these Program Rules obligates CarEdge to create, maintain or continue publishing any particular Dealer Profile or Program content.

2.2 Dealer Participation Levels

The Program offers multiple participation levels that allow dealerships to engage with CarEdge while preserving the independence of DTI Ratings.

A Standard Profile is available for every dealership evaluated through the Program. A Standard Profile includes a publicly available Dealer Profile and DTI Rating but does not provide administrative access to the Dealer Profile.

A Verified Dealer is a dealership that has claimed its Dealer Profile, completed CarEdge’s profile verification procedures, maintains current account information and satisfies any additional eligibility requirements established by CarEdge. Verified Dealers may access dealer portal features, manage designated portions of their Dealer Profile, respond to eligible consumer inquiries and participate in other Program features made available by CarEdge. Verification confirms the identity and authority of the dealership representative managing the Dealer Profile and does not constitute an endorsement of the dealership or affect the calculation of any DTI Rating.

A Certified Dealer is a Verified Dealer that has satisfied CarEdge’s Certification Standards and remains in good standing with the Program. Certified Dealers may be eligible to receive Certification marks, enhanced Dealer Profile features, promotional opportunities and other Program benefits described in these Program Rules or related Program materials.

Participation at any level does not affect the calculation of DTI Ratings.

2.3 Eligibility Requirements

CarEdge may establish reasonable eligibility requirements for participation in various aspects of the Program, including profile management, Certification, promotional opportunities and other optional Program features.

Unless otherwise specified, dealerships seeking to participate beyond a Standard Profile must maintain all licenses and registrations required to conduct business, comply with applicable laws and regulations, satisfy applicable Program requirements, remain in good standing with the Program and remain current on any applicable Program fees.

CarEdge may modify eligibility requirements from time to time to preserve the integrity, consistency and effectiveness of the Program. Any revised eligibility requirements will apply prospectively unless otherwise stated.

Article 3. Ratings and Methodology

3.1 Independent Ratings

DTI Ratings are generated independently by CarEdge using the DTI Methodology. Every dealership is evaluated using the same objective framework, regardless of whether the dealership participates in the Program or maintains a commercial relationship with CarEdge.

No dealership may purchase, negotiate or otherwise obtain a higher DTI Rating through Certification, advertising, promotional participation or any other commercial relationship with CarEdge.

CarEdge administers DTI Ratings independently and applies the applicable version of the DTI Methodology consistently to similarly situated dealerships during each evaluation period.

3.2 DTI Methodology

DTI Ratings are determined using the DTI Methodology, which is incorporated into these Program Rules as Exhibit A and forms part of the Program.

The DTI Methodology describes the objective evaluation criteria, data sources, weighting principles and scoring framework used to calculate DTI Ratings.

CarEdge may update the DTI Methodology from time to time to reflect changes in industry practices, technology, consumer expectations or other factors intended to improve the accuracy, consistency or usefulness of the Program. Unless otherwise stated, updates apply prospectively.

3.3 Evaluation Criteria

DTI Ratings are based exclusively on the objective criteria identified in the DTI Methodology.

Depending on the applicable version of the DTI Methodology, CarEdge may evaluate factors such as transaction transparency, pricing practices, written quote accuracy, fee disclosure practices, responsiveness, consistency of dealership communications, mystery shop interactions, verified transaction data and other objective indicators identified in the DTI Methodology.

Consumer reviews, testimonials, subjective opinions and similar feedback are not used to calculate DTI Ratings unless expressly incorporated into the DTI Methodology. Such information may be displayed on Dealer Profiles, considered in connection with Certification, used to investigate potential Program violations or otherwise support the administration of the Program.

3.4 Rating Updates

DTI Ratings are periodically recalculated using the information available to CarEdge at the time of each evaluation.

As dealership practices and available information change, DTI Ratings may increase, decrease or remain unchanged.

If CarEdge identifies a material factual error, data integrity issue or calculation error affecting a DTI Rating, CarEdge may revise the applicable DTI Rating or related Dealer Profile to preserve the accuracy and integrity of the Program.

3.5 Ratings as Assessments

A DTI Rating is an assessment generated through the DTI Methodology using the information available to CarEdge at the time the rating is calculated.

A DTI Rating reflects a dealership’s performance against the applicable objective evaluation criteria during the relevant evaluation period. It is not a guarantee of future performance, any particular transaction outcome or any individual consumer’s experience.

3.6 Methodology Independence

CarEdge maintains a clear separation between the administration of DTI Ratings and its commercial relationships with dealerships.

Participation in Certification, advertising, promotional programs or other commercial offerings does not influence the calculation of DTI Ratings.

CarEdge administers the Program using internal processes intended to preserve the independence, consistency and integrity of the DTI Methodology.

Article 4. Data Collection and Verification

4.1 Sources of Information

DTI Ratings are calculated using only the objective criteria identified in the DTI Methodology.

The information used to calculate DTI Ratings may include Mystery Shop Data, Transaction Data, verified dealership communications, written pricing information, fee disclosures and other objective information identified in the DTI Methodology.

Consumer reviews, testimonials and other subjective feedback are not used to calculate DTI Ratings unless expressly incorporated into the DTI Methodology. Such information may be displayed on Dealer Profiles, considered in connection with Certification, used to investigate potential Program violations or otherwise support the administration of the Program.

CarEdge may supplement Dealer Profiles with publicly available business information or other factual information that improves the usefulness and accuracy of the Program.

4.2 Verification Standards

CarEdge maintains procedures intended to promote the accuracy, consistency and integrity of information used in the Program. Those procedures may include data validation, authenticity reviews, duplicate detection, quality assurance reviews and other verification measures appropriate to the nature of the information being evaluated.

Information that cannot be reasonably verified, appears unreliable or is determined to be inaccurate may be excluded from the calculation of a DTI Rating or from publication within the Program.

CarEdge may refine its verification procedures from time to time to improve the accuracy, reliability and consistency of the Program.

4.3 Data Redaction and Anonymization

CarEdge is committed to protecting the privacy of consumers while promoting transparency in the vehicle purchasing process.

Before publishing or sharing information through the Program, CarEdge may redact, anonymize or otherwise remove personal information that is not necessary to explain dealership practices or administer the Program.

CarEdge may also aggregate or anonymize Transaction Data, Mystery Shop Data and other Program information for use in ratings, reports, benchmarking, research and other Program-related purposes.

Nothing in these Program Rules obligates CarEdge to publish any particular communication, transaction or supporting documentation.

4.4 Dealer Cooperation

To help maintain the accuracy and integrity of the Program, CarEdge may request additional information from a dealership regarding a Dealer Profile, Certification, audit request or other Program matter.

A dealership participating in the Program is expected to cooperate in good faith with reasonable requests for information or clarification that are relevant to the administration of the Program. Failure to respond to such requests may limit CarEdge’s ability to investigate an inquiry, complete a Certification review or verify information submitted by the dealership.

Unless otherwise specified, a dealership should respond within the time period identified in CarEdge’s request. CarEdge may proceed with a review, audit, Certification determination or other Program decision based on the information reasonably available if a timely response is not received.

Article 5. Dealer Inquiry and Dispute Process

5.1 Dealer Inquiries

CarEdge encourages dealerships to contact us whenever they believe information contained in a Dealer Profile may be inaccurate, incomplete or outdated, or when they have questions regarding the administration of the Program.

Dealer inquiries should be submitted through the communication channels designated by CarEdge and, whenever possible, should be submitted by an authorized representative of the dealership. CarEdge may request reasonable information to verify the identity and authority of the requesting representative before discussing non-public Program information.

CarEdge reviews dealer inquiries in good faith and seeks to resolve them promptly and consistently. While response times may vary depending on the nature and complexity of the inquiry, CarEdge will make reasonable efforts to acknowledge and investigate all legitimate requests.

5.2 Accuracy Review Requests

A dealership may request an Accuracy Review if it believes a Dealer Profile contains a material factual error, including incorrect dealership information, ownership information, contact information or other objective information maintained by CarEdge.

A dealership may also request an Accuracy Review if it believes a DTI Rating was calculated using materially inaccurate or incomplete information.

An Accuracy Review is intended to verify the accuracy of the information used to administer the Program. It is not an opportunity to challenge the DTI Methodology, the weighting of evaluation criteria or CarEdge’s independent assessment of dealership performance.

CarEdge may request supporting documentation reasonably necessary to evaluate an Accuracy Review request.

5.3 Investigation Procedures

Upon receiving an Accuracy Review or other Program inquiry, CarEdge will evaluate the information provided, review relevant Program records and determine whether additional investigation is appropriate.

As part of its review, CarEdge may request additional information from the dealership, compare available records, verify relevant communications or take other reasonable steps necessary to evaluate the request.

CarEdge will make reasonable efforts to complete investigations in a timely manner. More complex matters may require additional review.

5.4 Outcomes

Following an investigation, CarEdge may determine that no action is necessary, update or correct factual information contained in a Dealer Profile, revise a DTI Rating if a material factual or calculation error is identified, or take any other action reasonably necessary to preserve the accuracy and integrity of the Program.

If a dealership disagrees with the outcome of an Accuracy Review, it may submit additional information for consideration if new or previously unavailable evidence becomes available.

5.5 Limitations

The DTI Methodology, including the evaluation criteria, weighting, scoring framework and other elements of the methodology, is not subject to challenge through the Accuracy Review process.

A disagreement with a DTI Rating, standing alone, does not establish that a rating is inaccurate.

CarEdge’s determination following an Accuracy Review is final unless the dealership presents new information demonstrating a material factual error or calculation error that was not previously considered.

5.6 Audit Requests

Verified Dealers and Certified Dealers may request a formal audit of a DTI Rating to confirm that it was calculated in accordance with the DTI Methodology.

Unless otherwise approved by CarEdge, each dealership rooftop may submit one Audit Request during any calendar quarter. Dealer groups operating more than ten rooftop locations may submit up to three Audit Requests during any calendar quarter across all affiliated rooftops.

An Audit Request must identify the specific rating period being challenged, describe the basis for the request and include any supporting information reasonably available to the dealership. Audit Requests that are repetitive, unsupported or submitted for the purpose of disrupting the administration of the Program may be declined.

An Audit Request is limited to verifying that the applicable DTI Rating was calculated in accordance with the DTI Methodology and the information reasonably available to CarEdge at the time of the evaluation. Audit Requests do not permit challenges to the DTI Methodology itself.

Following completion of an Audit Request, CarEdge will notify the dealership of its determination and, if appropriate, correct any material factual or calculation error identified during the review. Unless new information demonstrating such an error becomes available, CarEdge’s determination following an Audit Request is final.

Article 6. Certification Program

6.1 Certification Overview

The Certification Program is a voluntary program that recognizes dealerships that demonstrate a commitment to transparency and satisfy CarEdge’s Certification Standards.

Certification is separate from the DTI Rating and is intended to recognize a dealership’s ongoing participation in the Program and its commitment to meeting standards established by CarEdge. Certification does not influence the calculation of a dealership’s DTI Rating.

Participation in the Certification Program is subject to these Program Rules, the Certification Standards set forth in Exhibit B and any additional Program requirements communicated by CarEdge.

6.2 Certification Standards

To become or remain a Certified Dealer, a dealership must satisfy the Certification Standards established by CarEdge. Those standards may address matters such as pricing transparency, fee disclosure practices, responsiveness, operational consistency, participation requirements and other objective standards identified in Exhibit B.

Certification Standards are intended to promote consistent dealership practices and may be updated from time to time to reflect changes in industry practices, consumer expectations or Program objectives. Unless otherwise stated, revisions apply prospectively.

A dealership seeking Certification is responsible for demonstrating compliance with the applicable Certification Standards and providing information reasonably requested by CarEdge in connection with the Certification process.

6.3 Evaluation Process

A dealership may apply for Certification by completing the application process designated by CarEdge and providing any information reasonably necessary to evaluate its eligibility.

CarEdge will review each application in accordance with the Certification Standards then in effect. During the review process, CarEdge may request additional information or clarification from the dealership if reasonably necessary to complete its evaluation.

Certification decisions are based upon the information available to CarEdge at the time of review. If additional information becomes available following a decision, CarEdge may reconsider the application or request additional documentation.

A dealership that is denied Certification may reapply after addressing the basis for the determination or after any waiting period established by CarEdge.

6.4 Ongoing Compliance

Certification is an ongoing designation rather than a one-time determination. Certified Dealers are expected to continue satisfying the Certification Standards throughout their participation in the Program.

CarEdge may periodically review a Certified Dealer’s continued compliance with the Certification Standards through routine monitoring, periodic reviews or other verification activities reasonably related to the administration of the Program.

Certified Dealers are expected to notify CarEdge of any material change that could reasonably affect their eligibility for Certification.

6.5 Suspension or Revocation

CarEdge may suspend or revoke a dealership’s Certification if it determines that the dealership no longer satisfies the applicable Certification Standards or has materially violated these Program Rules.

Circumstances that may result in suspension or revocation include material misrepresentations, repeated failure to satisfy the Certification Standards, interference with the administration of the Program, material legal or regulatory violations relevant to the Program or other conduct that materially undermines the integrity of the Certification Program.

Except where immediate action is reasonably necessary to protect consumers or preserve the integrity of the Program, CarEdge will generally provide the dealership with notice of the issue and a reasonable opportunity to respond before suspending or revoking Certification.

6.6 Effect of Suspension or Revocation

If a dealership’s Certification is suspended or revoked, the dealership must promptly discontinue use of any Certification marks, badges or other Program branding associated with its Certification.

Suspension or revocation of Certification does not, by itself, affect the dealership’s DTI Rating, Dealer Profile or eligibility to be evaluated through the Program unless otherwise provided in these Program Rules.

A dealership whose Certification has been revoked may apply for reinstatement after demonstrating that the conditions giving rise to the revocation have been satisfactorily addressed and that the dealership again satisfies the applicable Certification Standards.

Article 7. Promotional Programs and Certified Dealer Benefits

7.1 Promotional Programs

From time to time, CarEdge may offer promotional programs in connection with the Program, including referral programs, consumer incentives, loyalty programs, sweepstakes, contests, special events or other promotional initiatives intended to encourage participation in or awareness of the Program.

Participation in a Promotional Program is voluntary and may be subject to additional eligibility requirements, official rules or other terms specific to the applicable promotion.

Unless expressly stated otherwise, participation in a Promotional Program does not influence a dealership’s DTI Rating or Certification status.

7.2 Program-Specific Rules

Certain Promotional Programs may be governed by separate official rules, eligibility requirements or participation agreements. Those rules are incorporated into these Program Rules by reference and apply only to the applicable Promotional Program.

If a Promotional Program conflicts with these Program Rules, the Program-specific rules govern solely with respect to that Promotional Program.

7.3 Certified Dealer Benefits

Certified Dealers may receive Program benefits identified by CarEdge from time to time. Depending upon the Program, those benefits may include Certification marks, enhanced Dealer Profile features, participation in consumer-facing marketing initiatives, preferred placement within designated Program features, eligibility to participate in Promotional Programs and other benefits described in applicable Program materials.

Program benefits may vary based upon the dealership’s participation level, Program requirements or other objective eligibility criteria established by CarEdge.

Unless expressly stated otherwise, Program benefits are available only while a dealership remains a Certified Dealer in good standing.

7.4 Dealer Offers and Promotional Content

Certified Dealers may be permitted to publish promotional offers, incentives or other consumer-facing content through designated Program features.

Each dealership is solely responsible for the accuracy, legality and availability of its offers, promotions and related content. CarEdge does not create, administer, guarantee or assume responsibility for dealer-sponsored offers unless expressly identified as the sponsor of a particular promotion.

CarEdge may review promotional content for compliance with these Program Rules, applicable Program standards or technical requirements before publication and may decline to publish or remove promotional content that does not satisfy those requirements.

7.5 Program Modifications

CarEdge may introduce, modify, suspend or discontinue Promotional Programs, Program benefits or eligibility requirements from time to time in order to improve the Program, respond to changes in business or consumer needs, or maintain the integrity of the Program.

Unless otherwise stated, modifications to Promotional Programs apply prospectively and do not affect a dealership’s DTI Rating or previously earned Certification status.

Article 8. Dealer Participation Standards and Program Integrity

8.1 Participation Standards

Dealerships choosing to participate in the Program are expected to conduct themselves in a manner that supports the integrity, transparency and objectives of the Program.

Any information voluntarily submitted by a dealership in connection with a claimed Dealer Profile, Certification application, Audit Request, Promotional Program or other Program activity must be complete and accurate to the best of the dealership’s knowledge.

Dealerships are responsible for maintaining current contact information, responding to reasonable Program inquiries and promptly updating information that materially affects their participation in the Program.

8.2 Regulatory Compliance

Dealerships participating beyond a Standard Profile represent that they maintain all licenses, registrations and other authorizations required to conduct their business and that they will comply with applicable federal, state and local laws in connection with their participation in the Program.

Participation in the Program does not relieve a dealership of its independent legal or regulatory obligations.

8.3 Program Integrity

The Program depends upon accurate information and fair participation by all dealerships. Dealerships are expected to cooperate in good faith with Program administration and to avoid conduct that undermines the integrity, fairness or intended operation of the Program.

Without limiting the foregoing, dealerships may not knowingly:

• submit materially false or misleading information in connection with the Program;
• manipulate or attempt to manipulate information used to administer the Program;
• interfere with CarEdge’s Mystery Shop activities, verification procedures, Audit Requests or other Program operations;
• impersonate consumers or encourage others to submit false or misleading information regarding a dealership;
• use automated tools or other means to improperly access, copy, scrape or interfere with Program systems or information;
• misuse Certification marks, badges, Program Materials or other CarEdge Intellectual Property; or
• engage in conduct intended to improperly influence a DTI Rating, Certification determination or other Program outcome.

8.4 Reporting Potential Program Abuse

Dealerships are encouraged to report suspected fraud, abuse or other conduct that may compromise the integrity of the Program.

CarEdge may investigate reported concerns, request additional information from affected parties and take reasonable action to preserve the fairness, accuracy and integrity of the Program.

8.5 Violations

If CarEdge reasonably determines that a dealership has materially violated these Program Rules or engaged in conduct that compromises the integrity of the Program, CarEdge may take appropriate action consistent with these Program Rules.

Depending upon the nature of the violation, such action may include requiring corrective action, limiting access to Program features, removing Promotional Program eligibility, suspending or revoking Certification, removing or restricting use of Program Materials or taking other action reasonably necessary to preserve the integrity of the Program.

Whenever reasonably practicable, CarEdge will provide the dealership with notice of the issue and an opportunity to respond before taking adverse action. This paragraph does not apply where immediate action is reasonably necessary to protect consumers, preserve the integrity of the Program or prevent ongoing misuse of Program Materials.

8.6 Additional Remedies

The remedies described in these Program Rules are intended to preserve the integrity of the Program and are cumulative of any other rights or remedies available to CarEdge under its Terms of Use, any Certification Agreement, applicable Promotional Program Rules or applicable law.

Certain violations involving the misuse of Program Materials, Certification marks, Dealer Profiles, DTI Ratings, Program data, automated access to the Program, interference with Program operations or other conduct identified in the CarEdge Terms of Use may also be subject to the remedies, including any applicable liquidated damages provisions, set forth in the Terms of Use.

Nothing in these Program Rules limits CarEdge’s ability to pursue any additional contractual, equitable or legal remedies available under applicable law or other governing Program documents.

Article 9. Ownership and Intellectual Property

9.1 Ownership of the Program

The Program, including the DTI Methodology, DTI Ratings, rankings, scoring models, Certification Standards, software, databases, analytics, reports, Program Materials and all related Intellectual Property, is owned by CarEdge or its licensors and is protected by applicable intellectual property laws.

Except as expressly provided in these Program Rules or a separate written agreement, participation in the Program does not grant a dealership any ownership interest in the Program or its Intellectual Property.

9.2 Consumer Transaction Communications

As part of the Program, CarEdge communicates with dealerships on behalf of consumers in connection with consumer-authorized vehicle purchase inquiries, negotiations and related activities. During those interactions, dealerships may communicate pricing information, written quotes, pricing sheets, purchase worksheets, fee disclosures, financing information, transaction terms and other information relevant to a consumer’s vehicle purchase.

Consumers authorize CarEdge to receive, analyze, reproduce, display and publish communications and information obtained during those interactions for purposes of negotiating on the consumer’s behalf, administering the Program, calculating DTI Ratings, publishing Dealer Profiles, educating consumers, conducting market analyses and improving CarEdge’s products and services, including the Dealer Transparency Index.

CarEdge may organize, normalize, compare, analyze and publish factual pricing information, fee disclosures, transaction terms and other objective information communicated during consumer-authorized interactions. CarEdge may also reproduce and display transaction communications, including written quotes, pricing sheets and related documents, in whole or in part, when reasonably necessary to substantiate DTI Ratings, illustrate dealership pricing or disclosure practices, educate consumers, conduct market analyses or otherwise further the transparency objectives of the Program.

Transaction communications may contain dealership names, trademarks, logos, branding, formatting or other proprietary materials. Nothing in these Program Rules transfers ownership of those materials to CarEdge. However, CarEdge may reproduce and display transaction communications in the form received, including associated dealership branding and formatting, where reasonably necessary to preserve the context of the communication, support the accuracy of Program findings or further the transparency objectives of the Program.

9.3 Dealer-Submitted Program Content

A dealership may voluntarily submit logos, marketing materials, promotional content, profile information, photographs or other materials directly to CarEdge in connection with claiming a Dealer Profile, applying for Certification, participating in a Promotional Program, responding to an Audit Request or otherwise participating in the Program.

The dealership retains ownership of those materials. By voluntarily submitting such materials directly to CarEdge, the dealership grants CarEdge a non-exclusive, worldwide, royalty-free license to use, reproduce, display, publish and distribute those materials solely in connection with the administration, operation and promotion of the applicable Program.

This license terminates when the dealership ceases participating in the applicable Program, except to the extent the materials appear in historical Program records, archived materials or as otherwise permitted by these Program Rules or applicable law.

9.4 Market Intelligence and Derivative Works

CarEdge owns all DTI Ratings, rankings, databases, compilations, benchmarking, analytics, normalized transaction data, market intelligence, transparency metrics, reports and other derivative works generated through the Program, regardless of the source of the underlying factual information.

For the avoidance of doubt, CarEdge does not claim ownership of underlying factual information communicated during consumer-authorized interactions. Rather, CarEdge claims ownership of its independent analyses, compilations, methodologies, ratings, rankings, benchmarking, databases and other original works created through the operation of the Program.

9.5 Certification Marks

Certification marks, badges, logos and other Program branding remain the exclusive property of CarEdge.

Certified Dealers receive a limited, revocable, non-exclusive and non-transferable license to use applicable Certification marks solely in accordance with these Program Rules, the Certification Standards and any Brand Guidelines published by CarEdge.

A dealership shall promptly discontinue use of all Certification marks upon expiration, suspension or revocation of its Certification or upon request by CarEdge if such use no longer complies with the applicable Program requirements.

9.6 Dealer Profiles, DTI Ratings and Rankings

Dealer Profiles, DTI Ratings, rankings, reports, comparative analyses and other Program content created by CarEdge are part of the Program and remain the property of CarEdge.

A dealership may reference or link to its own publicly available Dealer Profile or DTI Rating, provided the information is presented accurately, in context and without modification that misrepresents the Program, a DTI Rating, the dealership’s Certification status or any other Program determination.

A dealership may not reproduce, modify, selectively display or otherwise use Program content in a manner that is false, misleading or likely to create a mistaken impression regarding the Program or a dealership’s participation therein.

9.7 Feedback

CarEdge welcomes feedback regarding the Program, including suggestions relating to the DTI Methodology, Certification Standards, Program features and related services.

Unless otherwise agreed in writing, any feedback voluntarily submitted to CarEdge may be used, incorporated or implemented by CarEdge without restriction or obligation and without compensation to the submitting party.

9.8 Reservation of Rights

Except for the limited rights expressly granted in these Program Rules or another written agreement, each party retains all right, title and interest in and to its respective Intellectual Property.

Nothing in these Program Rules transfers ownership of one party’s Intellectual Property to the other, and no license or other intellectual property right is granted by implication, estoppel or otherwise.

Article 10. Publication and Profile Rights

10.1 Dealer Profiles

CarEdge creates and maintains Dealer Profiles for dealerships evaluated through the Program.

Dealer Profiles provide consumers with standardized information regarding dealership transparency and may include DTI Ratings, rankings, Certification status, dealership information, transaction communications, pricing information, consumer education materials and other Program content relevant to the operation of the Program.

A dealership’s inclusion in the Program does not require participation, registration, Certification or the creation of a Verified Dealer account.

10.2 Publication of Program Information

The Program publishes information in furtherance of its consumer education and transparency objectives.

As part of the Program, CarEdge publishes DTI Ratings, rankings, transparency metrics, transaction communications, pricing information, market analyses, benchmarking, educational materials and other Program content that assists consumers in evaluating dealership transparency and comparing dealerships using a consistent methodology.

Dealer Profiles and other Program content may include excerpts from transaction communications, written quotes, pricing sheets, purchase worksheets and similar materials where reasonably necessary to explain, substantiate or illustrate DTI Ratings, dealership pricing practices, disclosure practices or other Program findings.

Published information may be accompanied by commentary, comparative analyses, educational content or other explanatory materials that provide additional context regarding dealership practices or the DTI Methodology.

10.3 Comparative Rankings and Benchmarking

The Program facilitates meaningful comparisons among dealerships using a consistent, published methodology.

Accordingly, CarEdge publishes dealership rankings, benchmark reports, comparative analyses, market trends and similar information organized by geography, manufacturer, dealer group, vehicle segment or other reasonable categories that assist consumers in evaluating dealerships.

Comparative information may be presented on an individual dealership basis or in aggregated form.

10.4 Historical Information

The Program maintains historical information to preserve the integrity and usefulness of dealership transparency information over time.

Accordingly, historical DTI Ratings, rankings, transaction communications and other Program information may remain available to illustrate changes in dealership practices, pricing transparency or other objective Program criteria.

When appropriate, historical information will be identified as such to distinguish it from current Program information.

10.5 Editorial Independence

CarEdge exercises independent editorial judgment regarding the content, organization and presentation of Dealer Profiles and other Program Materials.

Program content is organized and presented in a manner intended to promote accuracy, consistency, transparency and consumer understanding.

Material factual or calculation errors identified through the procedures described in these Program Rules will be reviewed and, where appropriate, corrected. Editorial decisions regarding the presentation, organization or explanatory content of the Program remain the responsibility of CarEdge.

10.6 Dealer Responses

Verified Dealers and Certified Dealers may be provided opportunities to respond to information appearing on their Dealer Profiles through Program features designated by CarEdge.

Dealer responses are intended to provide consumers with additional context and do not affect DTI Ratings or the application of the DTI Methodology.

Dealer responses should relate to the subject matter of the applicable Dealer Profile and comply with reasonable Program content standards established to preserve the integrity, professionalism and usefulness of the Program. Responses that are unlawful, materially misleading, abusive, irrelevant or otherwise inconsistent with those standards may be declined or removed.

10.7 Research and Educational Uses

CarEdge may use information generated through the Program to prepare consumer education materials, transparency reports, industry research, benchmarking analyses, white papers, presentations, media content and similar publications, provided such use is consistent with these Program Rules and the Program’s consumer education and transparency objectives.

Article 11. Representations and Warranties

11.1 Relationship to Other CarEdge Policies

Participation in the Program is also subject to the CarEdge Terms of Use and Privacy Policy, each of which is incorporated into these Program Rules by reference to the extent applicable.

These Program Rules govern the operation of the Program. The Terms of Use govern use of the CarEdge platform generally, and the Privacy Policy governs the collection, use, disclosure and protection of information. Additional Program-specific documents, including the DTI Methodology, Certification Standards, Promotional Program Rules and any applicable Certification Agreement, may apply to particular aspects of the Program.

11.2 Dealer Representations

A dealership participating beyond a Standard Profile represents that:

• (a) it has the authority to participate in the applicable Program and to bind the dealership to these Program Rules;
• (b) information it knowingly provides directly to CarEdge in connection with the Program is accurate and complete to the best of its knowledge;
• (c) it maintains all licenses, registrations and other authorizations required to conduct its business;
• (d) its participation in the Program complies with applicable federal, state and local laws and regulations; and
• (e) it will promptly notify CarEdge of any material change that could reasonably affect its eligibility for Verification, Certification or continued participation in the Program.

11.3 CarEdge Representations

CarEdge represents that it administers the Program in accordance with the DTI Methodology and the procedures described in these Program Rules.

CarEdge is committed to applying the DTI Methodology consistently across similarly situated dealerships and to reviewing material factual or calculation errors submitted through the procedures established by the Program.

Except as expressly provided in these Program Rules, CarEdge does not represent or warrant that every communication, transaction, data point or other information associated with a dealership has been independently verified.

11.4 Mutual Cooperation

The effectiveness of the Program depends upon cooperation among consumers, dealerships and CarEdge.

Each participating dealership agrees to cooperate in good faith with reasonable requests for information relating to Dealer Profiles, Certification, Audit Requests or other Program activities.

CarEdge likewise agrees to administer the Program in good faith, consistent with these Program Rules and the published DTI Methodology.

11.5 Limited Warranty

Except as expressly provided in these Program Rules, the Program is provided on an “as is” and “as available” basis.

To the fullest extent permitted by applicable law, CarEdge disclaims all other representations and warranties, whether express, implied or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement and any warranties arising from course of dealing, course of performance or usage of trade.

Article 12. Disclaimers and Limitations

12.1 Informational Purpose

The Program is intended to provide consumers with objective information regarding dealership transparency using the DTI Methodology. DTI Ratings, Dealer Profiles, rankings, reports and other Program Materials are provided for informational and educational purposes to assist consumers in evaluating dealerships and making informed purchasing decisions.

Consumers remain solely responsible for evaluating any dealership, vehicle or transaction and for making their own purchasing decisions.

12.2 No Guarantee of Results

A DTI Rating reflects CarEdge’s assessment of a dealership’s performance against the objective criteria described in the DTI Methodology based upon information available at the time of evaluation.

A DTI Rating is not a guarantee of future dealership performance, pricing, transaction terms, customer service, legal compliance or any particular consumer experience or transaction outcome.

Dealership practices may change over time, and individual consumer experiences may differ from the information reflected in the Program.

12.3 Third-Party Information

Certain information included in the Program originates from dealerships, consumers, publicly available sources or other third parties.

Although CarEdge applies verification procedures described in these Program Rules and the DTI Methodology, CarEdge does not independently verify every communication, representation or data point included in the Program.

12.4 Program Availability and Updates

CarEdge continually improves the Program to reflect changes in technology, industry practices, consumer expectations and available information.

Accordingly, CarEdge may modify the Program, DTI Methodology, Certification Standards, Dealer Profiles, Program features or related services from time to time in furtherance of the Program’s consumer education and transparency objectives.

Such changes may result in modifications to DTI Ratings, Program features or other Program content.

12.5 No Professional Advice

The Program does not provide legal, financial, tax, investment or other professional advice.

Consumers should consult their own advisors regarding matters requiring professional judgment.

12.6 Limitation of Reliance

The Program should be considered together with a consumer’s independent research, inspection of the vehicle, review of transaction documents and evaluation of the dealership.

No single DTI Rating, ranking, report or other Program Material should be interpreted as the sole basis for selecting or declining to do business with any dealership.

Article 13. Suspension, Termination and Program Changes

13.1 Voluntary Participation

Except as otherwise provided in these Program Rules or an applicable Certification Agreement, participation in Verification, Certification, Promotional Programs and other voluntary Program features may be discontinued by either party at any time.

A dealership’s decision to discontinue voluntary participation does not, by itself, require CarEdge to remove the dealership from the Program, delete its Dealer Profile or discontinue publication of DTI Ratings or other Program information.

13.2 Suspension or Removal from Voluntary Programs

CarEdge may suspend or terminate a dealership’s participation in Verification, Certification, Promotional Programs or other optional Program features if the dealership materially violates these Program Rules, no longer satisfies applicable Program requirements or otherwise engages in conduct that materially compromises the integrity of the Program.

Whenever reasonably practicable, CarEdge will provide notice and an opportunity to respond before suspending or terminating voluntary participation. Immediate action may be taken where reasonably necessary to protect consumers, preserve the integrity of the Program or prevent ongoing misuse of the Program or Program Materials.

13.3 Effect of Termination

Termination of a dealership’s participation in a voluntary Program feature does not affect CarEdge’s ability to continue evaluating the dealership under the DTI Methodology or publishing the dealership’s Dealer Profile, DTI Rating, historical information or other Program content.

Upon termination of Certification or another voluntary Program feature, the dealership shall discontinue any use of applicable Certification marks, badges or other Program branding and comply with any post-termination obligations described in these Program Rules or the applicable Certification Agreement.

13.4 Program Changes

The Program is intended to evolve as consumer expectations, technology, industry practices and available information continue to develop.

Accordingly, CarEdge may revise these Program Rules, the DTI Methodology, Certification Standards, Program features or other aspects of the Program from time to time to improve the accuracy, consistency, usefulness or integrity of the Program.

Unless otherwise stated, revisions apply prospectively and do not affect previously published historical Program information.

13.5 Notice of Material Changes

Material revisions to these Program Rules or other governing Program documents will be published through appropriate Program channels or otherwise made available to participating dealerships.

Continued participation in Verification, Certification or other voluntary Program features following the effective date of a material revision constitutes acceptance of the revised Program requirements.

Article 14. General Administration

14.1 Governing Program Documents

The Program is governed by these Program Rules together with the DTI Methodology, Certification Standards, the CarEdge Terms of Use, Privacy Policy, any applicable Certification Agreement, Promotional Program Rules and any other Program-specific policies or standards published by CarEdge.

Participation in particular aspects of the Program may require acceptance of additional agreements or policies applicable to those Program features.

14.2 Order of Precedence

Unless expressly stated otherwise:

• (a) these Program Rules govern the administration and operation of the Program;
• (b) the DTI Methodology governs the calculation of DTI Ratings;
• (c) the Certification Standards govern eligibility for and maintenance of Certification;
• (d) Promotional Program Rules govern the applicable Promotional Program;
• (e) an applicable Certification Agreement governs the commercial relationship between CarEdge and a Certified Dealer; and
• (f) the CarEdge Terms of Use and Privacy Policy govern all other aspects of the use of the CarEdge platform and the collection, use, disclosure and protection of information.

If a conflict exists between governing Program documents, the document specifically addressing the applicable subject matter will control.

14.3 Program Administration

CarEdge administers the Program in accordance with these Program Rules, the DTI Methodology and the Program’s transparency objectives.

In administering the Program, CarEdge seeks to apply the DTI Methodology consistently, investigate material factual or calculation errors brought to its attention through the procedures established by the Program and continuously improve the usefulness, accuracy and integrity of the Program.

14.4 Updates to the Program

The Program will continue to evolve as technology, consumer expectations, dealership practices and available information change.

CarEdge may revise these Program Rules, the DTI Methodology, Certification Standards, Program features and related Program documents from time to time to improve the Program’s accuracy, consistency, usefulness and transparency.

Unless otherwise stated, revisions apply prospectively.

14.5 Effective Date

These Program Rules become effective on the date published by CarEdge and remain in effect until superseded by a revised version.

The current version of these Program Rules will be made available through the Program or another location designated by CarEdge.