UPDATE: February 9th, 2023

DEALER SERVICES AGREEMENT

Wholesale Portal

TERMS AND CONDITIONS

BidWizer, Inc. operates the website https://bidwizer.com/wholesale/ and its computer Platform: The Dealer Wholesale Portal.

These terms and conditions govern the relationship between BidWizer and the Buying and Selling Dealers.

1. The Platform.

BidWizer’s Wholesale Portal allows Dealers to buy and sell used vehicles with each other via a chat and notification application.

2. FEES:

a. A $250 Buy Fee (Fixed Fee no matter the vehicle price)
b. A $250 Sell Fee ((Fixed Fee no matter the vehicle price)
c. Transportation Fee (As applicable is the responsibility of the buyer)

3. Vehicle Inventory. Dealer grants BidWizer the rights to access, store, use, and display Dealer’s Inventory Data on BidWizer’s Platforms. Vehicle Inventory Data includes all information necessary to market and sell vehicles, including the vehicle identification number, make, model, year, location, trim specifications, mileage, condition, price, comments, photographs, video, and other imagery.

4. Rules in the Buying and Selling Process:

a. Dealer will maintain all registrations, licenses and permits required under applicable laws to act as a dealer buying and/or selling vehicles.
b. Dealer shall honor all sales and/or purchases agreed to by both Dealers.
c. Dealer agrees to abide by the buying and/or selling process, and not to contact any Dealer directly, in order to circumvent the BidWizer Wholesale Portal.
d. Any Dealer who is found to buy or sell outside the BidWizer Wholesale Portal after working on a deal; within the Wholesale Portal will be removed immediately.
e. Dealer may authorize buyers other than Dealer to access and use the Wholesale Platform to buy and sell vehicles on Dealer’s behalf so long as Dealer provides Bidwizer with a Letter of Authorization (LOA) or authorizes the Buyer on the BidWizer Wholesale Portal Platform. All buyers authorized by Dealer to access and use the Platform pursuant to Dealer’s authorization shall comply with all requirements and provisions of these Terms and Conditions; Dealer shall be responsible for ensuring that any and all authorized buyers comply with such

Terms and Conditions; Dealer shall take all reasonable steps and measures to ensure the any and all buyers authorized to access and use the Platform on Dealer’s behalf do so solely on Dealer’s behalf, and not for the sole benefit of the authorized buyer, and Dealer indemnifies and holds Bidwizer harmless from any liability associated with any authorized buyer’s use of the Platform.

5. Rating System.

a. Both Dealers will rate one another on a 1–5-Star scale, 1 being the least satisfied, 5 being the most. These will be the questions:
i. Was the vehicle “called off” as described? (Buyer)
ii. Was the vehicle paid for in a timely manner? (Seller)
iii. Would you do business with this Dealer again?

b. The rating system will be displayed for all Dealers to view before buying or selling a car.
c. Dealers with consistent ratings of 3 stars or under will be placed on probation and possibly lose privileges to operate on our platform.

6. Shipping of Motor Vehicles. Dealer may choose to order transportation on the BidWizer Wholesale Portal through ACERTUS, or to obtain their own transportation. If ACERTUS is chosen, the Dealer agrees to pay ACERTUS directly.

7. Arbitration: The sales made on the BidWizer platform are intended to promote fair and ethical treatment to both the Buyer and Seller. If BidWizer determines that the transaction is not fair and ethical to either party, the Seller and the Buyer agree that BidWizer may cancel the sale, at its sole discretion. Federal, State, and Local laws supersede these policies where applicable.

BidWizer makes no representations or guarantees on any vehicle sold or offered for sale. BidWizer is not a party to the contract of the sale. The sales contract is between the Seller and Buyer only.

Prior to purchasing a vehicle, the buyer should look through all the pictures on the BidWizer platform and request any other pertinent information from the seller as needed to make an educated purchase.

It is strongly encouraged that the buyer makes sure that the vehicle goes through an inspection in a timely manner to make sure there aren’t any major issues. Failure to do so will inhibit the buyer from being able to arbitrate the vehicle.

In the event the vehicle needs to be arbitrated, the Seller must let the assigned BidWizer Account Manager know in writing via email or by direct phone contact ASAP.

At BidWizer’s discretion, if a vehicle is determined unacceptable and inaccurately described, and an agreement cannot be reached:

a) The Seller is responsible for getting the vehicle back, at the seller’s expense.
b) Failure to refund the buyer promptly could result in poor review ratings and permanent removal from the BidWizer platform.

Sellers must disclose:

1. Previous NON-USA vehicles
2. Frame/unibody damage
3. Body damage
4. Engine noise
5. TMU- True Mileage Unknown
6. Title Issues/brands
7. Drivetrain issues
8. Flood Damage

This is just a general outline for all Dealers on the BidWizer Platform to adhere to so Dealers can smoothly buy and sell cars with one another. Just like in any industry, there will be other issues that may arise. Rest assured, we at BidWizer will make every attempt to keep the platform clear of any Dealers engaging in questionable “tactics,” “tricks,” or unwanted or unethical behaviors on the platform. Thank you, and happy bidding!

If you have any questions or concerns, don’t hesitate to contact your Account Manager.

9. Effective Date, Term, and Termination. This Agreement takes effect as soon as BidWizer Dealers begin the onboarding process and continues until Dealer or BidWizer terminates the Agreement in writing at any time, with or without cause.

10. Miscellaneous. These terms and conditions benefit BidWizer and its affiliates, successors, assigns, and licensees. Dealer may not assign any of its rights under the Agreement without the prior written consent of BidWizer. Any assignment by the Dealer in violation of the foregoing will be null, void, and of no effect. These terms and conditions shall be governed by and interpreted in accordance with the laws of the State of Dealer or the United States of America, whichever shall be applicable. Concerning any claim arising from this Agreement, the exclusive jurisdiction and venue shall be in the County or Circuit Courts in Mecklenburg County, North Carolina, or the United States District Court having jurisdiction. Any notice is

deemed to have been given to BidWizer only if it is in writing and delivered by registered or certified mail, postage prepaid, return receipt requested, or via express mail to BidWizer, Inc., Attn: Legal Department1713 Crestgate Dr., Waxhaw, NC 28173

11. Indemnification. Dealer shall, at its own expense, indemnify, defend, and hold BidWizer and its affiliates, officers, directors, employees, legal representatives, agents, contractors, licensees, successors and assigns (the “BidWizer Indemnitees”), harmless from any and all judgments, settlements, awards, demands, claims, damages, costs, losses and/or liabilities of any kind (including reasonable legal fees and other litigation costs), in connection with any third-party claim or regulatory enforcement action alleging that Dealer has failed to honor a sale, purchase or lease agreed to by Dealer, and any claims that the Inventory Data provided by Dealer, infringes or violates a third party’s intellectual property, contractual or other proprietary rights, including the rights of publicity and privacy, or violates any law or regulation. Dealer may not accept any settlement that does not provide the BidWizer Indemnitees with a complete release or that imposes liability not covered by these indemnifications or places restrictions on the BidWizer Indemnitees without BidWizer’s prior written consent. The BidWizer Indemnitees may in their sole discretion, participate in defense of any claim through their own counsel at their own expense.

LATEST UPDATE: February 9th, 2023

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