Dealer EULA

BLAZE BIDS®, INC.

DEALER MEMBERSHIP AGREEMENT

Version 2.0
Prepared for Blaze Bids, Inc.
Confidential & Proprietary

TABLE OF CONTENTS

Version 2.0
Effective Date: October 8, 2026

This Dealer Membership Agreement (“Agreement”) is entered into by and between Blaze Bids, Inc., a California corporation (“Blaze Bids”), and the licensed automobile dealership identified through its membership application and account records (“Dealer”).

Blaze Bids and Dealer may be referred to individually as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, Blaze Bids owns and operates an online technology marketplace that connects private vehicle sellers with licensed automobile dealerships for the purpose of facilitating vehicle purchase opportunities;

WHEREAS, Blaze Bids is a technology platform only and does not buy, sell, own, broker, finance, inspect, transport, store, or take title to vehicles listed through the Marketplace;

WHEREAS, Dealer desires to obtain access to the Blaze Bids Marketplace in order to identify and purchase vehicles directly from private sellers;

WHEREAS, Blaze Bids agrees to provide Dealer with access to the Marketplace subject to the terms and conditions contained herein;

NOW, THEREFORE, in consideration of the mutual promises contained herein, the Parties agree as follows:

ARTICLE I – DEFINITIONS

1.1 Blaze Bids

‘Blaze Bids’ means Blaze Bids, Inc., its parents, subsidiaries, affiliates, successors, assigns, officers, directors, employees, contractors, representatives, and authorized agents.

1.2 Marketplace

‘Marketplace’ means the Blaze Bids website, software, applications, databases, communication tools, and related technology through which private sellers and licensed automobile dealerships may communicate regarding the purchase and sale of motor vehicles.

1.3 Dealer

‘Dealer’ means the licensed automobile dealership executing this Agreement.

1.4 Seller

‘Seller’ means a private individual or entity listing a vehicle through the Blaze Bids Marketplace.

1.5 Vehicle

‘Vehicle’ means any titled motor vehicle listed through the Marketplace.

1.6 Listing

‘Listing’ means all information submitted by or on behalf of a Seller regarding a Vehicle, including photographs, VIN, mileage, title information, disclosures, vehicle history reports, pricing, videos, and related materials.

1.7 Successful Transaction

A sale accepted by Seller through the Blaze Bids Marketplace approval process after Dealer submits an offer. For Service Fee purposes, the transaction is accepted when Seller approves the sale, whether or not Dealer later acquires ownership or possession of the Vehicle.

1.8 Membership

The subscription granting Dealer access to Marketplace services under one of the Basic, Premium, or Platinum tiers described in this Agreement. Each tier provides the same access to vehicle inventory and auctions and unlimited bidding privileges, subject to this Agreement.

1.9 Membership Fee

The applicable recurring monthly subscription fee for the selected Membership tier: Basic is US $0.00 per month; Premium is US $495.00 per month; and Platinum is US $995.00 per month. Basic has no monthly subscription charge.

1.10 Service Fee

A service fee calculated once per accepted transaction from the Dealer’s gross winning offer according to the locked Membership tier: Basic is 5% capped at US $750.00; Premium is 2.5% capped at US $500.00; and Platinum is 0%. The Service Fee is deducted from the gross offer in determining the Seller’s net offer and is not added to the Dealer’s gross offer.

1.11 Blaze Shield™ Verification Program

Blaze Bids’ verification and transparency program. It is not insurance, a warranty, a guarantee, or an inspection service.

1.12 Verification Services

Identity verification, VIN verification, document collection, seller disclosures, vehicle history information (when available), and similar services provided solely to improve marketplace transparency.

ARTICLE II – MEMBERSHIP ELIGIBILITY

2.1 Eligibility

Membership is available only to licensed automobile dealerships and other entities approved by Blaze Bids in its sole discretion. During registration, Dealer selects Basic, Premium, or Platinum. All three tiers provide the same access to vehicle inventory and auctions and unlimited bidding privileges. Dealer represents and warrants that it:

Holds all licenses required by applicable law.

Is authorized to purchase and sell motor vehicles.

Is in good standing with applicable regulatory authorities.

Has authority to enter into this Agreement.

Will comply with all applicable laws governing motor vehicle transactions.

2.2 Approval

Submission of a membership application does not guarantee acceptance. Blaze Bids reserves the absolute right, in its sole discretion and without obligation to provide a reason, to approve, deny, suspend, or revoke any membership application or account. If Blaze Bids rejects an application for a paid Premium or Platinum tier after an initial subscription payment has been collected, Blaze Bids will refund that initial payment. Notwithstanding the foregoing, Blaze Bids will not approve, deny, suspend, or revoke a membership application or account on any basis prohibited by applicable anti-discrimination or civil rights law.

2.3 Continuing Eligibility

Dealer shall promptly notify Blaze Bids of any suspension, expiration, revocation, or material change affecting its licensing status, ownership, or legal authority to conduct business. Failure to maintain eligibility constitutes a material breach of this Agreement and may result in immediate suspension or termination of Marketplace access.

ARTICLE III

MEMBERSHIP FEES, BILLING & ACH AUTHORIZATION

3.1 Membership

Dealer’s Membership becomes effective upon acceptance by Blaze Bids and execution of this Agreement. During registration, Dealer selects Basic, Premium, or Platinum. Membership grants Dealer a limited, revocable, non-exclusive, non-transferable right to access and use the Blaze Bids Marketplace in accordance with this Agreement. All three tiers provide the same access to vehicle inventory and auctions and unlimited bidding privileges.

Membership is a subscription service and does not guarantee access to any minimum number of vehicle listings, successful purchases, transaction volume, or business opportunities.

3.2 Membership Fee

Dealer’s monthly subscription fee is determined by the selected Membership tier. Basic is US $0.00 per month. Premium is US $495.00 per month. Platinum is US $995.00 per month. Premium and Platinum subscriptions are month-to-month and billed monthly. The initial Premium or Platinum subscription charge is due during registration. The first successful paid charge establishes the monthly renewal and paid-through anniversary for that Membership.

Blaze Bids may modify future Membership Fees, Service Fees, or other pricing upon at least thirty (30) days’ prior written or electronic notice. Any change applies only to future billing periods after the notice period, does not alter a paid-through period, and does not retroactively change an auction’s locked tier or Service Fee. Continued use of the Marketplace after the effective date of a properly noticed change constitutes acceptance of the revised pricing.

3.3 Initial Membership Term

Premium and Platinum Memberships continue month-to-month unless cancelled or changed pursuant to this Agreement. Basic has no monthly subscription charge. A Basic-to-Premium or Basic-to-Platinum upgrade becomes effective immediately after the first successful subscription charge and applies only to future auctions; that successful charge establishes the monthly renewal and paid-through anniversary. A Premium-to-Platinum upgrade takes effect at the next monthly renewal and paid-through date when the Platinum fee is charged. A paid-tier downgrade request keeps the current paid tier active and charged through the current paid-through date, then activates the selected lower paid tier at that next renewal date and charges the lower monthly rate going forward. Cancellation disables automatic renewal immediately; the current paid tier remains active through the paid-through date and the Dealer moves to Basic on that date. No unpaid Premium or Platinum period is created.

3.4 Automatic Renewal

Premium and Platinum Memberships automatically renew monthly unless cancellation or downgrade is initiated. Cancellation disables automatic renewal immediately; the current tier remains active through the paid-through date, and the Dealer moves to Basic on that date with no later subscription charge. A downgrade request schedules the selected lower paid tier for the next monthly renewal and paid-through date; the current tier remains active and is charged through the current paid-through date, and the selected lower tier is charged monthly at its lower rate beginning on that date. Cancellation or downgrade does not relieve Dealer of outstanding Membership Fees, Service Fees, or other obligations.

3.5 ACH Authorization

Dealer authorizes Blaze Bids to debit its designated business ACH account for monthly Membership Fees for Premium and Platinum, Service Fees for all Membership tiers, returned payment fees, authorized adjustments or credits, and other charges authorized under this Agreement. Basic, Premium, and Platinum Dealers must maintain valid ACH information at all times. ACH collection is provider-hosted and tokenized; Blaze Bids does not store raw routing or account numbers in WordPress or application logs. Dealer’s ACH information is processed through Blaze Bids’ authorized payment processor.

3.6 Monthly Billing

Premium and Platinum Membership Fees shall automatically be debited on the first (1st) business day of each monthly billing period. Basic has no monthly Membership Fee. If the scheduled date falls on a weekend or banking holiday, Blaze Bids may process payment on the next banking day.

3.7 Failed Payments

If an ACH debit is rejected, Dealer remains responsible for all unpaid amounts. Blaze Bids may retry the debit, suspend Marketplace access, charge returned payment fees, require another payment method, or terminate Membership for repeated failures.

3.8 Service Fee

Dealer agrees to pay Blaze Bids a Service Fee once per Successful Transaction, calculated from the Dealer’s gross winning offer and capped according to the Membership tier locked when Dealer first bids in that auction: Basic is 5% capped at US $750.00; Premium is 2.5% capped at US $500.00; and Platinum is 0%. Dealer pays Seller the frozen net offer shown for the accepted bid. Blaze Bids separately ACH-debits only the Service Fee. The Dealer’s total payment obligation for the accepted transaction equals the gross offer, consisting of the net payment to Seller plus the Service Fee; the Service Fee is not added to the gross offer. Service Fee percentages and caps apply per accepted transaction and are not cumulative across a month.

3.9 Automatic Service Fee Collection

When Seller approves the sale through the approval button in the Blaze Bids email, Dealer authorizes Blaze Bids to automatically debit one applicable Service Fee from Dealer’s ACH account without further approval. Seller approval is the event that earns the Service Fee. Dealer pays Seller the frozen net offer, and Blaze Bids separately ACH-debits only the Service Fee; the total Dealer obligation equals the gross offer, not the gross offer plus the Service Fee. If Seller rejects the sale, no Service Fee is due. The first recorded Approve or Reject decision atomically invalidates both buttons and links; repeated clicks show an invalid or expired action and cannot create another decision or debit. Blaze Bids will not debit more than one Service Fee for the same accepted transaction.

3.10 Service Fee Disputes

Dealer may dispute a Service Fee within thirty (30) days. Blaze Bids may review DMV records, bills of sale, purchase agreements, proof of payment, Seller confirmation, approval records, ACH records, and other reliable documentation. The Service Fee remains earned when Seller approves the sale and is not automatically reversed merely because Dealer later does not purchase the Vehicle. Blaze Bids may, in its discretion, issue a refund only if it determines that the charge was duplicated, unauthorized, erroneous, or otherwise not properly due.

3.11 Fraudulent Refund Requests

Knowingly submitting false or misleading refund requests may result in denial of the refund, recovery of refunded amounts, suspension or termination of Membership, and any other remedies available under this Agreement or law.

3.12 Taxes

Dealer is solely responsible for all federal, state, and local taxes arising from Vehicle purchases except taxes imposed directly on Blaze Bids’ income.

3.13 No Guarantee of Inventory

Membership provides access to the Marketplace only. Blaze Bids makes no guarantee regarding listing volume, available Sellers, vehicle quality, pricing, profitability, or successful purchases.

3.14 Membership Fees Generally Non-Refundable

Except as expressly provided in this Agreement, Membership Fees are non-refundable. If Blaze Bids rejects a paid Premium or Platinum registration application, the initial subscription payment will be refunded. Approved Service Fee refunds do not constitute a refund of Membership Fees.

ARTICLE IV

MARKETPLACE SERVICES & LIMITED ROLE OF BLAZE BIDS

4.1 Nature of Services

Blaze Bids owns and operates a proprietary online technology marketplace designed to facilitate introductions between private vehicle sellers and licensed automobile dealerships.

The Marketplace is intended solely as a communication and lead-generation platform through which Dealers may identify and negotiate the purchase of vehicles directly from Sellers.

Blaze Bids does not participate in negotiations except as expressly stated in this Agreement.

4.2 Limited Role

Dealer acknowledges and agrees that Blaze Bids’ role is strictly limited to providing technology services and Marketplace access. Blaze Bids is not a party to any purchase agreement, bill of sale, financing agreement, title transfer, payment arrangement, or any other contract entered into between Dealer and Seller. All transactions occur solely between Dealer and Seller.

4.3 No Agency Relationship

Nothing in this Agreement creates an agency, partnership, joint venture, fiduciary relationship, employment relationship, brokerage relationship, franchise relationship, or representative capacity between Blaze Bids and Dealer or Seller. Neither Dealer nor Seller may bind Blaze Bids.

4.4 Blaze Bids Is Not

Blaze Bids is not a licensed motor vehicle dealer, automobile broker, auctioneer, escrow company, financing company, lender, title company, transportation company, vehicle inspection company, appraisal company, insurance company, guarantor, warranty provider, repair facility, storage facility, consignor, or agent of either Dealer or Seller.

4.5 Marketplace Services

Blaze Bids may provide Marketplace access, vehicle listings, seller communication tools, seller identity verification, VIN verification, document collection, vehicle history information (when available), seller disclosure collection, digital bidding functionality, net-offer auction ranking, transaction notifications, membership administration, ACH billing, Blaze Shield™ Verification Program services, and dispute assistance at its sole discretion. Blaze Bids may modify or discontinue Marketplace features at any time, subject to the notice, paid-through-period, and auction-lock protections in this Agreement. Dealers will see their gross bid, applicable Service Fee, and resulting Seller net offer. Sellers will see only net offers; the Marketplace ranks those net offers, and Sellers do not rank bids. Seller retains final discretion whether to approve or reject a sale.

4.6 Verification Services

Verification Services are intended solely to improve Marketplace transparency and may include identity verification, VIN verification, title document collection, seller disclosures, vehicle history reports, odometer photographs, vehicle photographs, and related documentation. Blaze Bids does not independently verify every representation made by Sellers or third parties.

4.7 Third-Party Information

Information may be obtained from third-party providers. Blaze Bids does not warrant the completeness, accuracy, timeliness, or reliability of such information and assumes no liability for errors or omissions.

4.8 Dealer Due Diligence

Dealer is solely responsible for inspecting the Vehicle, verifying title and ownership, reviewing history, confirming odometer accuracy, evaluating mechanical condition, determining market value, and ensuring legal compliance. Dealer shall not rely exclusively on information supplied by Blaze Bids.

4.9 No Guarantee of Vehicle Condition

Blaze Bids makes no representation or warranty regarding vehicle condition, title status, mileage, frame damage, flood damage, salvage history, prior accidents, airbag deployment, value, merchantability, fitness for a particular purpose, emissions compliance, recall status, or any other characteristic of a Vehicle.

4.10 No Control Over Transactions

Blaze Bids does not control negotiated purchase price, payment terms, title transfer, possession, transportation, financing, taxes, registration, insurance, warranties, or contractual terms between Dealer and Seller. Dealer assumes all transaction risks.

4.11 Dispute Assistance

Blaze Bids may, but has no obligation to, assist Dealer and Seller in resolving disputes. Such assistance creates no fiduciary duty, warranty, guarantee, or obligation to investigate, arbitrate, reimburse, repurchase, compensate, or otherwise resolve disputes.

4.12 No Fiduciary Duty

Dealer acknowledges that Blaze Bids owes no fiduciary duty to Dealer or Seller and that Blaze Bids’ obligations are limited to those expressly stated in this Agreement.

4.13 Right to Modify Marketplace

Blaze Bids may modify, suspend, discontinue, redesign, update, or replace Marketplace features, functionality, pricing, or technology at any time without liability, subject to the thirty (30) days’ prior notice requirement for future pricing changes, the protection of paid-through periods, and the immutable Membership tier and Service Fee lock for any auction in which Dealer has already bid.

4.14 Reservation of Rights

Blaze Bids retains all right, title, and interest in the Marketplace, including all software, databases, trademarks, copyrights, trade secrets, business methods, algorithms, user interfaces, and proprietary technology.

ARTICLE V

DEALER RESPONSIBILITIES & DUE DILIGENCE

5.1 Independent Purchasing Decisions

Dealer acknowledges that all purchasing decisions are made independently and solely at Dealer’s own risk. Dealer agrees that Blaze Bids does not recommend, endorse, or advise Dealer to purchase any particular Vehicle or transact with any particular Seller. Dealer assumes full responsibility for every purchase decision made through the Marketplace.

5.2 Independent Inspection

Prior to purchasing any Vehicle, Dealer shall determine, in its sole discretion, whether to perform any inspection, appraisal, diagnostic testing, vehicle history review, title search, mechanical evaluation, or other due diligence. Dealer acknowledges that Blaze Bids does not inspect Vehicles and makes no representation regarding whether any inspection should be performed.

5.3 Title Verification

Dealer shall independently verify vehicle ownership, certificate of title, existing liens, title brands, salvage history, flood history, odometer disclosures, registration status, DMV records, and any other title-related matters. Dealer acknowledges that Blaze Bids does not guarantee title accuracy.

5.4 Vehicle Condition

Dealer is solely responsible for evaluating mechanical condition, cosmetic condition, structural condition, frame integrity, paint, interior, tires, electronics, emissions compliance, recall status, safety equipment, airbag systems, and vehicle value. Dealer shall not rely solely upon Marketplace information.

5.5 Legal Compliance

Dealer agrees to comply with all applicable federal, state, and local laws, dealer licensing requirements, DMV regulations, consumer protection laws, tax laws, anti-money laundering requirements, and sanctions laws. Dealer is solely responsible for maintaining all required licenses and permits.

5.6 Record Retention

Dealer shall maintain complete records relating to Marketplace transactions for at least four (4) years, including bills of sale, purchase agreements, title documents, odometer disclosures, proof of payment, registration documents, and inspection reports. Dealer shall cooperate with reasonable requests relating to fee disputes or Agreement compliance.

5.7 Accurate Information

Dealer shall provide complete, current, and accurate information regarding business ownership, licensing, contact information, banking information, authorized representatives, and business address, and shall promptly update any changes.

5.8 Authorized Representatives

Dealer represents that all individuals using the Marketplace on Dealer’s behalf have authority to bind Dealer. Dealer is responsible for all actions taken under its account.

5.9 Account Security

Dealer shall maintain the confidentiality of login credentials and promptly notify Blaze Bids of unauthorized access, suspected security breaches, lost credentials, or unauthorized transactions. Dealer remains responsible for account activity until notice is received by Blaze Bids. Where multi-factor authentication is made available, Dealer shall enable and maintain it on its account. Dealer shall not share login credentials among individuals and shall ensure that each authorized representative uses a unique login. Blaze Bids may require a password reset upon reasonably suspected compromise.

5.10 Prohibited Conduct

Dealer shall not provide false information, misrepresent transactions, circumvent Blaze Bids to avoid fees, harass sellers, manipulate bids, submit fraudulent refund requests, interfere with Marketplace operations, introduce malicious software, reverse engineer the Marketplace, scrape Marketplace data, use unauthorized automated bots, copy Listings for competing marketplaces, or violate applicable law.

5.11 Professional Conduct

Dealer agrees to communicate with Sellers professionally, lawfully, and ethically. Blaze Bids may suspend or terminate Membership for abusive, deceptive, fraudulent, or unethical conduct.

5.12 Assumption of Risk

Dealer acknowledges that purchasing pre-owned vehicles involves commercial risk and voluntarily assumes all risks associated with vehicle condition, market value, seller representations, transportation, financing, repairs, registration, taxes, and legal compliance. Blaze Bids shall not be responsible for these risks.

5.13 Reliance

Dealer acknowledges that Blaze Bids has entered into this Agreement in reliance upon Dealer’s representations, warranties, and agreements contained herein, and that compliance with this Article is a material condition of Membership.

5.14 Insurance

Dealer shall maintain, at its own expense, garage liability and commercial general liability insurance in commercially reasonable amounts consistent with its licensed dealership operations, and shall provide proof of coverage to Blaze Bids upon reasonable request.

ARTICLE VI

NON-CIRCUMVENTION & MARKETPLACE INTEGRITY

6.1 Purpose

Dealer acknowledges that Blaze Bids invests substantial time, technology, marketing resources, advertising expenditures, and proprietary business methods to identify private vehicle sellers and facilitate introductions between Sellers and licensed automobile dealerships. Dealer acknowledges that Membership Fees and Service Fees are the primary consideration supporting Blaze Bids’ operation of the Marketplace and agrees not to circumvent Blaze Bids to avoid such fees.

6.2 Non-Circumvention

Dealer shall not directly or indirectly purchase, negotiate for, acquire, solicit, or otherwise complete the purchase of any Vehicle introduced through the Blaze Bids Marketplace without complying with this Agreement or attempt to avoid the applicable Service Fee through any arrangement with a Seller.

6.3 Protected Introduction Period

Any Seller introduced through the Marketplace remains a Protected Introduction for twelve (12) months from the date Dealer first receives access to the Listing or Seller information, consistent with the Protected Introduction period under Blaze Bids’ Private Seller Marketplace Agreement. If Dealer purchases a Vehicle from a Protected Introduction during this period, whether on or off the Marketplace, that conduct may constitute circumvention under this Article and may be investigated and remedied under Sections 6.6 through 6.10. This Section does not create an independent Service Fee formula where no accepted bid, locked Membership tier, or gross offer is recorded.

6.4 Circumvention Activities

Circumvention includes contacting Sellers outside the Marketplace to avoid fees, delaying purchases to avoid fees, using affiliates, employees, family members, brokers, or other related or commonly-controlled third parties to purchase Vehicles, entering side agreements, or assisting others in avoiding Blaze Bids fees.

6.5 Reporting Obligation

Dealer shall promptly notify Blaze Bids upon completing a purchase from any Seller introduced through the Marketplace and accurately report the final agreed purchase price. The Marketplace records the gross bid, Service Fee, and Seller net offer associated with each bid. A Dealer’s Membership tier and applicable Service Fee are locked when Dealer first bids in an auction and remain unchanged for that auction through bid revisions, withdrawals, re-bids, seller approval, and completion. A separately relisted auction creates a new tier lock.

6.6 Verification Rights

Where Blaze Bids has a reasonable good-faith basis to believe a Service Fee was avoided, Blaze Bids may request documentation reasonably related to the transaction, including bills of sale, purchase agreements, DMV title transfer records, proof of payment, seller confirmation, or other commercially reasonable documentation. Dealer agrees to cooperate.

6.7 Failure to Cooperate

Refusal to provide reasonably requested documentation may be considered when determining whether this Agreement has been violated. Blaze Bids shall not inspect Dealer’s general business records beyond information reasonably related to the transaction.

6.8 Remedies

Blaze Bids may collect unpaid Service Fees, suspend Marketplace access, terminate Membership, recover reasonable collection costs and attorneys’ fees where permitted by law, and pursue any available legal or equitable remedies.

6.9 Good Faith

Blaze Bids agrees that investigations shall be conducted in good faith and limited to determining whether a Service Fee is owed, without unreasonably interfering with Dealer’s business.

6.10 Marketplace Integrity

Dealer acknowledges that violations of this Article materially harm the Marketplace and constitute a material breach of this Agreement, potentially resulting in immediate suspension or termination.

6.11 Transaction Status Reporting

For every Vehicle Listing in which Dealer communicates with a Seller or submits an offer, Dealer agrees to update the Marketplace by selecting one of the following transaction statuses within a commercially reasonable period after negotiations conclude: (a) Purchased; (b) Did Not Purchase; or (c) Negotiations Ongoing. Dealer certifies that each status update will be truthful and accurate. Auction rankings are based on the highest net offer to the Seller, calculated after the Service Fee associated with the Membership tier locked at the Dealer’s first bid in that auction. Seller retains final discretion and is not required to approve the highest-ranked net offer.

6.12 Marketplace Records

Dealer acknowledges that transaction status updates become part of the official Marketplace record. Blaze Bids may compare Dealer-reported status with DMV title transfer records, Seller confirmations, bills of sale, or other commercially reasonable evidence solely for purposes of verifying Service Fees and enforcing this Agreement. Membership changes never retroactively modify an auction’s locked tier, an accepted sale, or a completed transaction.

ARTICLE VII

BLAZE SHIELD™ VERIFICATION PROGRAM

7.1 Purpose

Blaze Shield™ Verification Program (‘Blaze Shield™’) is a proprietary Marketplace transparency program developed by Blaze Bids to assist Dealers in evaluating Listings submitted by private Sellers.

Dealer acknowledges that Blaze Shield™ is intended solely to improve marketplace transparency and communication between Dealers and Sellers.

Participation in Blaze Shield™ does not create any warranty, guarantee, insurance policy, certification, inspection, or promise of reimbursement.

7.2 Verification Services

Blaze Bids may perform one or more of the following verification services at its sole discretion:

• Seller identity verification
• VIN verification
• Title document collection
• Odometer photograph collection
• Seller disclosure collection
• Vehicle photograph review
• Vehicle history report integration when available
• Ownership document review
• Lien documentation when available
• Other verification services determined appropriate by Blaze Bids

Not every Listing will receive every Verification Service.

7.3 Seller Disclosures

Blaze Bids may request Sellers disclose information including, but not limited to:

• Known accidents
• Flood damage
• Salvage history
• Frame damage
• Airbag deployment
• Odometer discrepancies
• Existing liens
• Mechanical issues
• Warning lights
• Title branding
• Other material information

Blaze Bids does not independently verify every Seller disclosure.

7.4 Verification Badges

Listings may display badges including Identity Verified, VIN Verified, Seller Certified, Vehicle History Available, Title Documentation Received, and Blaze Shield™ Verified.

Dealer understands these badges indicate only that certain information has been collected or reviewed and are not warranties or guarantees regarding any Vehicle.

7.5 Third-Party Information

Vehicle history reports and other third-party information may originate from independent providers. Blaze Bids does not control these providers and makes no representation regarding the completeness, accuracy, or timeliness of third-party information.

7.6 Dealer Responsibilities

Dealer remains solely responsible for inspecting every Vehicle, verifying title, confirming ownership, reviewing all available history reports, determining fair market value, evaluating mechanical condition, and deciding whether to purchase any Vehicle. Dealer shall not rely solely upon Blaze Shield™ when making purchasing decisions.

7.7 No Warranty

Blaze Shield™ is not an inspection, certification, guarantee, insurance product, appraisal, warranty, representation of Vehicle condition, or representation of title quality. Blaze Bids expressly disclaims all warranties relating to Blaze Shield™.

7.8 Dispute Assistance

At its sole discretion, Blaze Bids may assist Dealers and Sellers in resolving disputes by collecting documents, communicating with the parties, reviewing Marketplace records, reviewing Seller disclosures, and requesting additional information. Blaze Bids has no obligation to investigate, arbitrate, reimburse, compensate, repurchase, or otherwise resolve any dispute.

7.9 Marketplace Integrity

Blaze Bids reserves the right to remove Listings, remove Verification Badges, suspend Sellers, suspend Dealers, request additional documentation, or refuse Marketplace participation whenever Blaze Bids reasonably believes doing so is necessary to protect Marketplace integrity.

7.10 Program Changes

Blaze Bids may modify, suspend, expand, reduce, rename, or discontinue Blaze Shield™ or any Verification Service at any time without prior notice.

7.11 No Liability

Dealer agrees that Blaze Bids shall not be liable for inaccurate Seller disclosures, forged documents, fraudulent titles, undisclosed defects, hidden mechanical failures, title washing, flood damage, odometer fraud, frame damage, inaccurate vehicle history reports, errors or omissions in Verification Services, or reliance upon Verification Badges. Dealer expressly assumes all risks associated with purchasing Vehicles through the Marketplace.

7.12 Reliance

Dealer acknowledges that Blaze Shield™ is intended solely as a convenience to assist in evaluating Listings. Dealer agrees that all purchasing decisions remain solely the responsibility of Dealer.

ARTICLE VIII

DISCLAIMERS, LIMITATION OF LIABILITY & ASSUMPTION OF RISK

8.1 Disclaimer of Warranties

THE MARKETPLACE, WEBSITE, SOFTWARE, MOBILE APPLICATIONS, BLAZE SHIELD™ VERIFICATION PROGRAM, VERIFICATION SERVICES, LISTINGS, DOCUMENTS, VEHICLE INFORMATION, VEHICLE HISTORY REPORTS, COMMUNICATIONS, AND ALL RELATED SERVICES ARE PROVIDED ON AN ‘AS IS,’ ‘AS AVAILABLE,’ AND ‘WITH ALL FAULTS’ BASIS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BLAZE BIDS DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY, AVAILABILITY, NON-INFRINGEMENT, TITLE, QUIET ENJOYMENT, COURSE OF DEALING, COURSE OF PERFORMANCE, AND TRADE USAGE. Dealer assumes all risks associated with use of the Marketplace.

8.2 No Warranty Regarding Vehicles

Blaze Bids makes no warranty or representation regarding ownership, title, liens, mileage, VIN accuracy, prior accidents, flood history, frame damage, structural integrity, mechanical condition, emissions compliance, safety systems, recall status, service history, cosmetic condition, market value, authenticity of documentation, seller identity, or seller authority. Dealer agrees to independently verify all information.

8.3 No Warranty Regarding Sellers

Blaze Bids does not guarantee that any Seller owns a Vehicle, has authority to sell it, has accurately disclosed material information, is financially capable of completing a transaction, will honor negotiated terms, or will transfer title. Dealer assumes all risks associated with transacting with Sellers.

8.4 No Warranty Regarding Third-Party Information

Vehicle history reports, title information, government records, and other third-party information are supplied by independent sources. Blaze Bids makes no representation regarding their completeness, accuracy, timeliness, or availability.

8.5 Marketplace Availability

Blaze Bids does not guarantee uninterrupted Marketplace access. Services may be interrupted due to maintenance, software updates, internet failures, cyberattacks, third-party outages, force majeure events, governmental actions, or equipment failures. Temporary interruptions do not constitute a breach of this Agreement.

8.6 Assumption of Risk

Dealer knowingly and voluntarily assumes all commercial risks associated with purchasing pre-owned vehicles through the Marketplace, including undisclosed defects, fraud, title issues, odometer fraud, mechanical failures, transportation damage, financing issues, market fluctuations, registration delays, tax obligations, and litigation.

8.7 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BLAZE BIDS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL, OR SIMILAR DAMAGES, INCLUDING LOST PROFITS, LOST BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, BUSINESS INTERRUPTION, DATA LOSS, OR LOST REVENUE. Any liability that cannot legally be excluded shall be limited as set forth in this Agreement.

8.8 Maximum Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, BLAZE BIDS’ TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL MEMBERSHIP FEES AND SERVICE FEES PAID BY DEALER TO BLAZE BIDS DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE THOUSAND DOLLARS (US $1,000.00).

8.9 Exclusive Remedies

Dealer agrees that the remedies expressly provided under this Agreement constitute Dealer’s exclusive remedies against Blaze Bids and waives all other claims to the fullest extent permitted by law.

8.10 No Fiduciary Duty

Dealer acknowledges that Blaze Bids owes no fiduciary, advisory, brokerage, escrow, inspection, appraisal, agency, or similar duty.

8.11 Release

To the fullest extent permitted by law, Dealer releases Blaze Bids and its officers, directors, employees, contractors, affiliates, successors, assigns, and agents from claims arising out of disputes between Dealer and Seller.

8.12 Survival

The provisions of this Article shall survive termination or expiration of this Agreement to the fullest extent permitted by applicable law.

ARTICLE IX

INDEMNIFICATION

9.1 Dealer Indemnification

Dealer shall indemnify, defend, and hold harmless Blaze Bids, Inc., together with its parent companies, subsidiaries, affiliates, officers, directors, shareholders, employees, contractors, representatives, successors, and assigns (collectively, the ‘Blaze Bids Indemnified Parties’), from and against any and all claims, demands, lawsuits, causes of action, liabilities, damages, judgments, settlements, fines, penalties, losses, costs, and expenses, including reasonable attorneys’ fees and litigation costs, arising out of or relating to Dealer’s use of the Marketplace or breach of this Agreement.

9.2 Covered Claims

This indemnification includes claims arising from: (a) vehicle purchases; (b) communications with Sellers; (c) Dealer misrepresentations; (d) violations of law; (e) licensing issues; (f) payment disputes; (g) tax obligations; (h) intellectual property infringement caused by Dealer; (i) uploaded documents or data; (j) cybersecurity incidents caused by Dealer; (k) injuries or property damage related to transactions; and (l) any dispute between Dealer and Seller.

9.3 Duty to Defend

Dealer shall promptly defend any covered claim upon written notice from Blaze Bids using counsel reasonably acceptable to Blaze Bids or reimburse Blaze Bids for reasonable defense costs where permitted by law.

9.4 Cooperation

Blaze Bids shall reasonably cooperate in the defense of any indemnified claim at Dealer’s expense. Blaze Bids may participate in the defense with counsel of its choosing at its own expense unless a conflict of interest exists.

9.5 No Admission

Dealer shall not settle any claim that admits liability on behalf of Blaze Bids or imposes any obligation upon Blaze Bids without Blaze Bids’ prior written consent, which shall not be unreasonably withheld.

9.6 Continuing Obligation

The obligations contained in this Article survive termination or expiration of this Agreement and apply regardless of whether the underlying claim arises before or after termination, to the extent permitted by applicable law.

9.7 Exclusive Responsibility

Dealer acknowledges that Blaze Bids is a technology marketplace only and that Dealer bears sole responsibility for its purchasing decisions, negotiations, contractual obligations, regulatory compliance, taxes, inspections, and relationships with Sellers.

9.8 Limitation

Nothing in this Article requires Dealer to indemnify Blaze Bids for claims finally determined by a court of competent jurisdiction to have resulted solely from Blaze Bids’ gross negligence, willful misconduct, or conduct that cannot legally be disclaimed under applicable law.

ARTICLE X

DISPUTE RESOLUTION, ARBITRATION & GOVERNING LAW

10.1 Good Faith Resolution

Before commencing arbitration or litigation, the Parties agree to attempt in good faith to resolve disputes through informal discussions. Either Party may provide written notice describing the dispute. The Parties shall have thirty (30) days from receipt of such notice to attempt resolution.

10.2 Marketplace Disputes

Dealer acknowledges that disputes between Dealer and Seller are separate from disputes between Dealer and Blaze Bids. Blaze Bids may, but has no obligation to, facilitate communication, investigate disputes, determine fault, compel settlement, repurchase vehicles, reimburse either party, or provide legal advice.

10.3 Binding Arbitration

Except where prohibited by applicable law, disputes arising out of or relating to this Agreement or Dealer’s use of the Marketplace shall be resolved by final and binding arbitration administered by a mutually agreed arbitration provider under its commercial rules. Judgment on the award may be entered in any court with jurisdiction.

10.4 Arbitration Location

Unless otherwise agreed, arbitration shall take place in Los Angeles County, California and may be conducted in person, by video conference, or by another mutually agreed method.

10.5 Governing Law

This Agreement shall be governed by the laws of the State of California, without regard to conflict-of-law principles.

10.6 Attorneys’ Fees

The prevailing Party in any arbitration or legal proceeding arising from this Agreement shall be entitled to recover reasonable attorneys’ fees, costs, and expenses to the extent permitted by law or awarded by the arbitrator.

10.7 Injunctive Relief

Blaze Bids may seek temporary, preliminary, or permanent injunctive relief to protect confidential information, intellectual property, proprietary technology, Marketplace security, non-circumvention rights, and payment obligations. Seeking such relief does not waive arbitration for remaining claims.

10.8 Class Action Waiver

To the fullest extent permitted by applicable law, Dealer agrees that disputes shall be brought only on an individual basis and waives participation in class, collective, representative, or private attorney general actions except where prohibited by law.

10.9 Jury Trial Waiver

To the fullest extent permitted by applicable law, and for claims not subject to arbitration, each Party knowingly and voluntarily waives any right to a jury trial.

10.10 Limitation Period

Any claim arising from this Agreement must be commenced within one (1) year after the claim accrues unless a longer period is required by applicable law.

10.11 Continued Performance

During any dispute, Dealer shall continue performing all obligations under this Agreement, including payment of undisputed Membership Fees and Service Fees, unless otherwise required by law.

10.12 Survival

The provisions of this Article survive termination or expiration of this Agreement.

ARTICLE XI

INTELLECTUAL PROPERTY, MARKETPLACE DATA & CONFIDENTIALITY

11.1 Ownership

Dealer acknowledges that Blaze Bids is and shall remain the sole and exclusive owner of all right, title, and interest in and to the Marketplace and all related intellectual property. Dealer receives only a limited right to access and use the Marketplace in accordance with this Agreement.

11.2 Intellectual Property

Blaze Bids® names, Blaze Shield™, Premier Access™, logos, trademarks, service marks, trade dress, software, source code, object code, website design, mobile applications, databases, algorithms, AI models, machine learning systems, pricing models, bid ranking systems, business methods, marketing materials, reports, documentation, workflows, operating procedures, and all related intellectual property are the exclusive property of Blaze Bids. Dealer acquires no ownership rights.

11.3 Marketplace Data

Marketplace Data includes Seller information, Listings, dealer activity, bid history, pricing trends, market analytics, photographs, documents, verification records, and Marketplace statistics. Except where ownership is required by law, Marketplace Data remains the exclusive property of Blaze Bids.

11.4 Confidential Information

Dealer shall protect all non-public information obtained through the Marketplace, including Seller contact information, pricing information, analytics, verification procedures, software functionality, business methods, financial information, operational procedures, technology architecture, and future product plans, and shall use such information only as authorized by this Agreement. These confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of Dealer; (b) was rightfully known to Dealer before disclosure; (c) is rightfully received from a third party without a duty of confidentiality; or (d) is required to be disclosed by law or valid legal process, provided Dealer gives Blaze Bids reasonable advance notice where legally permitted.

11.5 Restrictions

Dealer shall not copy, reproduce, scrape, harvest, bulk download, mirror, reverse engineer, decompile, create derivative works, use automated bots, build competing databases, license or sell Marketplace information, disclose Confidential Information, or otherwise misuse Marketplace content.

11.6 Artificial Intelligence

Dealer shall not use Marketplace Data, Listings, photographs, documents, communications, pricing information, or other Marketplace content to train, test, improve, or develop any artificial intelligence, machine learning model, large language model, or automated decision-making system without Blaze Bids’ prior written consent.

11.7 Trade Secrets

Dealer acknowledges that Blaze Bids’ algorithms, dealer rankings, bidding logic, seller scoring methodologies, verification methods, pricing analytics, workflows, software architecture, operating procedures, and other proprietary business methods constitute valuable confidential trade secrets. Dealer shall not disclose, copy, or use such trade secrets except as expressly authorized under this Agreement.

11.8 Limited License

Subject to compliance with this Agreement, Blaze Bids grants Dealer a limited, revocable, non-exclusive, non-transferable license to access the Marketplace solely for purchasing Vehicles. The license automatically terminates upon suspension or termination of Membership.

11.9 Feedback

Dealer grants Blaze Bids the unrestricted right to use suggestions, ideas, comments, or feature requests without compensation.

11.10 Injunctive Relief

Dealer acknowledges unauthorized use or disclosure of Blaze Bids’ intellectual property, trade secrets, or Confidential Information may cause irreparable harm. Blaze Bids may seek temporary, preliminary, and permanent injunctive relief in addition to any other available remedies.

11.11 Return or Destruction

Upon termination, Dealer shall cease using Marketplace materials and, upon reasonable request, return or destroy Confidential Information except where retention is required by law.

11.12 Survival

The obligations contained in this Article survive termination or expiration of this Agreement to the fullest extent permitted by law.

ARTICLE XII

SUSPENSION, DEFAULT & TERMINATION

12.1 Suspension

Blaze Bids may immediately suspend or restrict Marketplace access for suspected fraud, non-payment, security concerns, legal compliance issues, misuse of the Marketplace, or any material breach of this Agreement.

12.2 Events of Default

Events of default include failure to pay fees, circumvention, fraudulent activity, license revocation, material misrepresentation, repeated policy violations, unauthorized use of Marketplace data, or breach of any material provision of this Agreement.

12.3 Termination by Blaze Bids

Blaze Bids may terminate Membership for any uncured material breach or immediately where permitted by law for fraud, illegal conduct, or conduct threatening Marketplace integrity.

12.4 Termination by Dealer

Dealer may cancel a paid Membership or request a downgrade at any time through the methods designated by Blaze Bids. Cancellation disables automatic renewal immediately; the current paid tier remains active through the current paid-through date and the Dealer moves to Basic on that date. A downgrade request schedules the selected lower paid tier for the next monthly renewal and paid-through date; the current paid tier remains active and is charged through the current paid-through date, and the selected lower tier is charged monthly at its lower rate beginning on that date. Outstanding obligations survive cancellation or downgrade.

12.5 Effect of Termination

Upon termination, Marketplace access immediately ends. All unpaid Membership Fees, Service Fees, and surviving obligations remain enforceable.

12.6 Survival

Payment obligations, confidentiality, intellectual property, indemnification, limitation of liability, dispute resolution, and other provisions intended to survive shall remain in effect.

ARTICLE XIII

GENERAL PROVISIONS

13.1 Force Majeure

Neither Party shall be liable for delays caused by events beyond its reasonable control, including natural disasters, governmental actions, cyberattacks, internet outages, labor disruptions, or similar events.

13.2 Assignment

Dealer may not assign this Agreement without Blaze Bids’ prior written consent. Blaze Bids may assign this Agreement, including in connection with a merger, acquisition, financing, or sale of assets.

13.3 Severability

If any provision is held unenforceable, the remaining provisions shall remain in full force and effect.

13.4 Waiver

Failure to enforce any provision shall not constitute a waiver of future enforcement.

13.5 Electronic Signatures

Electronic signatures, click-through acceptance, and electronic records shall have the same force and effect as handwritten signatures to the fullest extent permitted by law.

13.6 Notices

Formal notices shall be delivered by the methods designated by Blaze Bids, including electronic mail where permitted.

13.7 Amendments

Blaze Bids may amend this Agreement upon reasonable notice. Continued use of the Marketplace after the effective date constitutes acceptance, except where applicable law requires additional consent.

13.8 Entire Agreement

This Agreement, together with incorporated policies and exhibits, constitutes the entire agreement between the Parties regarding Dealer Membership.

13.9 Counterparts

This Agreement may be executed in counterparts, each of which is deemed an original.

13.10 Headings

Section headings are for convenience only and do not affect interpretation.

EXHIBIT A – ACH AUTHORIZATION

Dealer authorizes Blaze Bids to debit the designated business bank account for Premium and Platinum Membership Fees, Service Fees for all Membership tiers, approved adjustments, and authorized refunds in accordance with the Agreement. A valid ACH account is required for Basic, Premium, and Platinum Memberships. ACH collection is provider-hosted and tokenized; Blaze Bids does not store raw routing or account numbers in WordPress or application logs.

EXHIBIT B – MEMBERSHIP AND SERVICE FEE SCHEDULE

Basic Membership: US $0.00 per month; Service Fee 5% of gross winning offer, capped at US $750.00 per accepted transaction.

Premium Membership: US $495.00 per month; Service Fee 2.5% of gross winning offer, capped at US $500.00 per accepted transaction.
Platinum Membership: US $995.00 per month; Service Fee 0% per accepted transaction.
All tiers provide full auction access and unlimited bidding privileges. The Service Fee is calculated per accepted transaction, deducted from the Dealer’s gross offer in determining the Seller’s net offer, and collected by ACH after Seller approval.

EXHIBIT C – PRIVACY NOTICE ACKNOWLEDGMENT

Dealer acknowledges receipt of and agreement to Blaze Bids’ Privacy Policy and data handling practices.

EXHIBIT D – ELECTRONIC RECORDS & SIGNATURE CONSENT

Dealer consents to receive records electronically and to execute this Agreement and related documents using electronic signatures.