Off Road Market Dealer Agreement

1. Parties and Acceptance

This Dealer Agreement ("Agreement") is entered into between Off Road Market ("ORM", "we", "our") and the business or individual registering as a dealer ("Dealer", "you"). By checking "I agree" on the dealer registration form, you represent that you are authorized to bind the business identified on that form and that you accept this Agreement and the Off Road Market Terms of Service. Where the two conflict, this Dealer Agreement controls for dealer activity.

2. Dealer Licensing & Compliance

You represent and warrant that:

• You hold all dealer, sales tax, and business licenses required by the state(s) and municipality(ies) in which you operate, and will maintain them in good standing throughout your use of ORM.
• You will provide ORM with a copy of your current dealer license within five (5) business days of a written request.
• You will comply with all applicable federal, state, and local laws governing the sale of motor vehicles, including (where applicable) the FTC Used Motor Vehicle Trade Regulation Rule, the FTC Combating Auto Retail Scams (CARS) Rule, state lemon laws, state dealer advertising rules, and the Truth in Lending Act.
• Any suspension, revocation, or surrender of a dealer license will be reported to ORM within seventy-two (72) hours.

3. Listing Accuracy

For every listing you post on ORM, you represent and warrant that:

• You hold clear title or are a consignee authorized to sell the vehicle.
• The VIN, year, make, model, mileage/hours, and odometer disclosure are accurate to the best of your knowledge.
• Known material defects (frame damage, salvage/flood/rebuilt title, open recalls, major mechanical issues) are disclosed in the listing description.
• Photographs depict the actual vehicle being offered for sale; stock or manufacturer-provided photography is clearly labeled as such.
• Advertised price is the out-the-door price exclusive only of taxes, title, and registration, unless additional fees are disclosed in the listing.

Willful misrepresentation is a material breach of this Agreement and grounds for immediate suspension.

4. Fees and Payouts

ORM currently offers free vehicle listings and optional paid upgrades ("Featured" placement at a flat fee per listing per period). Accessory sales processed through ORM's checkout are subject to a platform commission disclosed at checkout. Fee schedules are published in your dealer dashboard and may change with thirty (30) days' notice.

Featured upgrade fees are non-refundable once the upgrade is live. Platform commissions on accessory sales are netted from dealer payouts. Payouts for accessory orders are issued on a rolling basis to the bank account on file, subject to fraud review and standard payment-processor holds.

5. Buyer Communications & Data

When a prospective buyer submits an inquiry, ORM shares their contact information with you solely for the purpose of responding to that inquiry. You agree that:

• You will not sell, rent, or share buyer contact data with any third party.
• You will not send marketing texts or calls to buyer phone numbers without obtaining express written consent consistent with the TCPA.
• Email marketing to ORM-sourced leads must comply with CAN-SPAM, including honoring unsubscribe requests within ten (10) business days.
• You will delete ORM-sourced buyer data upon buyer request or upon termination of this Agreement.

6. Advertising Standards

• No bait-and-switch. Listings must represent vehicles actually available for sale at the advertised price.
• Where applicable (used vehicles at retail, FTC CARS Rule), the FTC Buyer's Guide must be made available to buyers at the point of sale.
• "Certified", "warranty included", "like new", and similar claims must be substantiated and documented.
• Financing advertising must comply with Regulation Z — APRs, terms, and qualifying conditions must be disclosed clearly.

7. Platform Conduct

• No circumventing ORM's fee structure. Listings may not direct buyers to contact the dealer outside ORM to avoid commissions on accessory sales or to evade featured-listing fees.
• No automated scraping, crawling, or reverse-engineering of the platform.
• No creating duplicate accounts, impersonating other dealers, or posting false reviews.
• No abusive, threatening, or harassing behavior toward ORM staff or buyers.

8. Intellectual Property

ORM grants you a limited, non-exclusive, revocable license to use the Off Road Market name and logo solely to indicate your presence on the marketplace (e.g., on your own website or email signature). You may not modify the marks, imply endorsement or affiliation beyond marketplace participation, or use the marks after termination.

You grant ORM a non-exclusive, royalty-free license to display your listing content (descriptions, photos, business information) on the ORM platform and in ORM marketing materials for the duration of your listings.

9. Indemnification

You agree to defend, indemnify, and hold harmless ORM, its officers, employees, and agents from and against any claims, damages, liabilities, and costs (including reasonable attorneys' fees) arising from (a) your breach of this Agreement, (b) a transaction you conducted with a buyer (including title defects, misrepresentation, warranty claims, and fitness disputes), (c) your violation of applicable law, or (d) your misuse of buyer data.

10. Limitation of Liability

ORM is a marketplace platform. ORM does not inspect vehicles, does not guarantee any transaction, and is not a party to the sale between Dealer and Buyer. To the maximum extent permitted by law, ORM's aggregate liability to Dealer for any claim arising from or relating to this Agreement will not exceed the greater of (i) fees Dealer paid to ORM in the six (6) months preceding the claim, or (ii) one hundred dollars ($100). ORM disclaims consequential, incidental, special, and punitive damages.

11. Suspension and Termination

ORM may suspend or terminate your dealer account at any time for (a) material breach of this Agreement, (b) loss of required dealer licensing, (c) credible consumer complaints indicating a pattern of misconduct, or (d) any action that in ORM's reasonable judgment harms buyers, other dealers, or the platform. Where feasible, ORM will provide notice and a reasonable opportunity to cure, except in cases of fraud, safety, or legal risk.

You may terminate at any time by closing your dealer account from your dashboard. Termination does not refund pre-paid featured-listing fees and does not relieve either party of obligations that by their nature survive termination (indemnification, limitation of liability, dispute resolution).

12. Dispute Resolution

Any dispute arising from or relating to this Agreement will first be submitted to good-faith negotiation between the parties for at least thirty (30) days. If unresolved, the dispute will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in [State to be determined by counsel], with judgment on the award entered in any court of competent jurisdiction. You and ORM each waive the right to a jury trial and the right to participate in class or collective actions. This Agreement is governed by the laws of [State to be determined by counsel] without regard to its conflict-of-laws principles.

[Attorney note: governing law, venue, and arbitration carve-outs (e.g. for injunctive relief on IP misuse) are placeholder and must be set by counsel.]

13. Changes to This Agreement

ORM may update this Agreement from time to time. Material changes will be communicated by email to the address on your dealer account at least thirty (30) days before they take effect. Your continued use of the platform after the effective date constitutes acceptance of the revised Agreement. Each registered dealer's acceptance is recorded against the version number shown at the top of this page; prior versions are available on request to legal@offroadmarket.com.

14. Contact

Questions about this Agreement? Contact legal@offroadmarket.com.