DEALER REPRESENTATIVE AGREEMENT

1. Purpose
Dealer authorizes the Representative to use Dealer’s licensed access to designated automobile auction platforms solely for vehicle purchasing activities in accordance with this Agreement.

2. Limited Authorization
Representative is granted a limited, personal, non-transferable, non-exclusive, and revocable right to access and participate in approved auction platforms through Dealer’s account or dealer privileges. This authorization is granted solely for the Representative’s own vehicle purchasing activities and for no other purpose.

3. Nature of Relationship
Representative is not an employee, partner, joint venturer, or legal agent of Dealer. Representative has no authority to bind Dealer to any contract, debt, representation, warranty, or obligation except as expressly permitted under this Agreement.

4. Ownership of Account and Access
All dealer licenses, auction accounts, credentials, memberships, platform relationships, and access rights remain the sole and exclusive property of Dealer. Representative acquires no ownership or vested right in any such account or access.

5. Membership
The annual membership fee for the selected platform must be paid in advance as a condition of activation. Once an account is opened or platform access is activated: (1) the membership fee is non-refundable under any circumstances; (2) the selected platform may not be changed, substituted, or transferred; and (3) Representative may only add additional platforms by paying the applicable additional membership fee and obtaining Dealer approval.

6. Payment Obligation
Representative agrees that any vehicle purchased, awarded, or otherwise obtained through any auction access provided by Dealer shall be 100% the financial responsibility of Representative. Representative must complete full payment to the auction within three (3) calendar days after winning the bid, or within the auction’s required deadline, whichever is sooner.

7. Representative Responsible
Representative shall be solely responsible for all auction-related charges, including but not limited to purchase price, buyer fees, gate fees, storage fees, relisting fees, late fees, transportation charges, title charges, arbitration charges, and any penalties or charges imposed by the auction.

8. Default and Failure to Pay
If Representative fails to pay the auction on time or otherwise defaults, Representative shall be fully responsible for all resulting losses, charges, penalties, suspensions, and damages. Dealer may immediately suspend or terminate Representative’s access without notice.

9. Indemnification
Representative shall indemnify, defend, and hold harmless Dealer, its owners, members, managers, employees, and affiliates from and against any and all claims, losses, damages, liabilities, penalties, fines, costs, and expenses arising out of or relating to Representative’s use of Dealer’s access, including nonpayment, misuse, late payment, DMV issues, tax issues, accidents, or legal disputes.

10. No Liability for Vehicle Condition or Auction Issues
Dealer does not inspect, verify, guarantee, or warrant any vehicle, title status, odometer, condition report, auction listing, seller representation, or transport status. All purchases are made at Representative’s sole risk.

11. Compliance with Auction Rules
Representative must comply with all auction rules, policies, deadlines, procedures, and requirements applicable to the selected platform(s). Any violation of auction rules shall constitute a material breach of this Agreement.

12. No Third-Party Use
Representative shall not share Dealer’s login credentials, permit any third party to use Dealer’s account, or allow any third party to bid or purchase through Dealer’s access. Any such act shall constitute immediate default and grounds for termination.

13. Records and Proof of Transactions
Representative shall maintain complete and accurate records for all transactions conducted through Dealer’s access. Upon request, Representative shall provide copies of invoices, payment confirmations, title documents, tax documents, registration paperwork, transport records, and any other related records within twenty-four (24) hours.

14. Sales Tax Responsibility
For every vehicle purchased and later sold by Representative, Representative shall be solely responsible for properly collecting all applicable sales tax from the customer or end buyer. Representative shall also be solely responsible for timely paying or remitting such sales tax to the proper authority, or to Dealer if Dealer specifically requires Representative to submit such amount to Dealer for processing.

15. Title, Registration, and DMV Fees
Representative shall be solely responsible for all title transfer processing, vehicle registration, tag issuance, title fees, registration fees, service fees, documentation charges, and any DMV-related costs or charges. Dealer bears no responsibility whatsoever for such fees or processes.

16. Designated Dealer Title Agency
Representative agrees that all title transfer, registration, and related DMV processing for vehicles purchased under Dealer’s account must be handled exclusively through a title agency designated by Dealer. Representative may not use any other title agency, tag agency, or third-party processor without Dealer’s prior written approval.

17. Proof of Tax and DMV Compliance
Upon Dealer’s request, Representative must provide within twenty-four (24) hours proof of sales tax collection, tax payment, title processing, registration filing, temp tag issuance, and any DMV receipt or filing confirmation. Failure to do so shall constitute a material breach of this Agreement.

18. Dealer Service Fee
Representative shall pay Dealer a Dealer Service Fee of $250 for each vehicle successfully purchased using Dealer’s account or auction access. This fee is separate from all auction charges, taxes, DMV fees, title fees, and any other costs.

19. Timing of Dealer Service Fee Payment
The $250 Dealer Service Fee for each vehicle shall be due upon the earliest occurrence of any of the following: (1) within thirty (30) days from the date the vehicle is won or purchased; (2) when Representative requests release of the title; or (3) when Representative requests a temporary tag, temporary plate, or related registration document.

20. Enforcement of Dealer Service Fee
Dealer may withhold title, temporary tag, registration documents, or any vehicle-related paperwork until the Dealer Service Fee is paid in full. Failure to timely pay the Dealer Service Fee shall constitute a material breach of this Agreement.

21. Temporary Tag Policy
For each vehicle: (1) the first temporary tag shall be free of charge; (2) the second temporary tag shall cost $100; and (3) each temporary tag shall be valid for thirty (30) days. Florida dealer-issued temporary tags are commonly issued for 30 days, and FLHSMV materials say no more than two may be issued to the same person for the same vehicle.

22. Temp Tag Limitation and Representative Responsibility
Representative acknowledges that no more than two (2) temporary tags may be requested or issued for the same vehicle for the same customer or user, subject to applicable law and system limitations. Representative is solely responsible for ensuring lawful use of all temporary tags and for any fines, penalties, misuse, expired use, or unlawful operation related to a temporary tag.

23. Insurance Responsibility
Representative agrees that Representative must obtain and maintain valid automobile insurance coverage for any vehicle prior to operating the vehicle or using any temporary tag. Dealer does not require Representative to provide proof of insurance to Dealer, and Dealer has no obligation to verify, monitor, or confirm the existence, validity, sufficiency, or continuation of any insurance coverage.

24. Sole Risk for Insurance, Accidents, and Claims
Representative assumes full and exclusive responsibility for any uninsured vehicle, lapse of insurance, insufficient insurance, accident, bodily injury, property damage, claim, loss, lawsuit, or liability arising out of operation, possession, transport, storage, sale, or use of any vehicle purchased under Dealer’s account. Dealer shall bear no responsibility whatsoever for any such matter.

25. Attorney’s Fees and Collection Costs
If Dealer takes any action to enforce this Agreement or collect any amount owed by Representative, Representative shall be responsible for all reasonable attorney’s fees, court costs, collection fees, investigative expenses, and other enforcement-related costs incurred by Dealer.

26. Right to Suspend, Deny, or Terminate Access
Dealer may, at any time and in its sole discretion, suspend, restrict, deny, or terminate Representative’s access to any auction account, title processing service, temporary tag issuance, or related privilege, with or without notice, if Dealer believes Representative has violated this Agreement, failed to pay any amount when due, exposed Dealer to risk, or otherwise acted improperly.

27. Survival of Obligations
Termination, suspension, downgrade, expiration, or revocation of access shall not release Representative from any obligation incurred before such event. Payment obligations, indemnification obligations, attorney’s fees, tax responsibilities, DMV responsibilities, and liability allocations shall survive termination of this Agreement.

28. Governing Law and Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Any dispute arising out of or relating to this Agreement shall be brought in the appropriate court located in Florida, unless Dealer elects another lawful forum.

29. Account Status and Activity Rules
Representative acknowledges that continued access is conditioned on active use of the account. (1) If no vehicle is purchased through Dealer’s account for sixty (60) consecutive days, Representative’s account status shall automatically be downgraded from Representative status to Driver status, meaning the account may only view vehicles and may not bid or purchase. (2) Representative may contact Dealer to request reactivation, and Dealer may approve or deny such request in its sole discretion. (3) If no vehicle is purchased through Dealer’s account for ninety (90) consecutive days, the account shall be automatically terminated or canceled. (4) Dealer has no obligation to reactivate or restore any downgraded or terminated account.