EXHIBIT A

DEALERSHIP BIDDING GUIDELINES

BIDDING ON A CARBUCKET

Once a CarBucket is “closed”, as further defined below, if Dealership is eligible to bid in a certain CarBucket (the “Bid”), as determined by CarBuckets, in its sole discretion, Dealership will be notified that the CarBucket is ready for bidding (“Bidding Notification”).  Dealership will be notified via email(s) and text(s) to the contact(s) provided by the Dealership at time of sign-up.  (This information can be changed at any time by contacting CarBuckets). The Bidding Notification will be sent out the day before Dealerships are allowed to bid on a CarBucket.  Bidding will take place every Tuesday and Wednesday.   Dealerships can access any CarBucket that they are eligible to bid for by logging into their Dealership Account, as further set forth in the Dealership Terms of Use. 

During the bidding process, all eligible Dealerships are allowed to place a bid for the CarBucket. Dealership will be able to see the following information for each Vehicle inside that CarBucket based on each User’s preferences, limited to the year, make, model, Trim and transmission as well as two (2) color options for each Vehicle.

SELECTING THE TRIM

Once Dealership has been selected as eligible to participate in the Bid, Dealership may then review each Vehicle and select the “Trim”.  They will only be able to select Trim levels which match the Users’ desired Trim and transmission preference.  By means of example only, if a User requests an automatic Vehicle, Dealership will not be able to select a manual Trim. 

If a Dealership does not have the desired Trim available in their inventory or if they cannot obtain that Vehicle through a dealer trade, then Dealership must select a higher Trim level.  If the Dealership does not have higher Trims in stock and cannot obtain them through a dealer trade, then the Dealership cannot bid on this User.  Failure to bid for one User means you cannot participate in the Bid for the CarBucket.  If this becomes an ongoing issue, please contact CarBuckets.

Once the Dealership selects the Trim, the available colors for that Trim will automatically populate along with the Cash Rebates each User qualifies for [Note: Cash Rebates may be Trim-specific].  The Dealership will then select the Cash Rebates they are able to offer the User, subject to the fact that many Cash Rebates cannot be combined with one another. The Cash Rebates will be finalized upon final sale of the Vehicle based on the manufacturer’s qualification criteria. 

The Dealership must input the following information for each Vehicle in the CarBuckets:

  • MSRP;
  • Destination Fee; 
  • Optional Equipment;
  • Factory and/or Dealer installed accessories;
  • Dealer Discount;
  • Dealer Fees;
  • Misc. Fees;
  • Taxes; 
  • Tag (new or transfer); 
  • Title Fee; and
  • Shipping Fee (if applicable).

SELECTING A COLOR 

Dealerships are required to select a color which most closely matches one of the two color preferences selected by the User.  Because some colors are Trim specific, Dealership must first select the Trim prior to selecting the color.  When a User signs up for a CarBucket, and selects “any Trim” in Step 1 of the sign-up process, the User selects two (2) color options from all available Trims.  If a User selects their Trim, they will only be able to select two (2) color options for that specific Trim.  Dealerships must find the color that most closely matches each User’s preferences.  Some Vehicles may have multiple sub-colors available (i.e. midnight blue, navy blue, indigo, etc.). By means of example, if a User selects red as its primary color choice and blue as its secondary color choice, Dealership may not offer User a white Vehicle. If a Dealership does not have a red or blue Vehicle, Dealership may undertake a Dealer trade. If a Dealership does not have the requested colors or cannot obtain that color choice through Dealer trade within the time frame required by this Agreement, Dealerships should not bid on that CarBucket. 

MSRP AND DESTINATION FEES

Manufacturer Suggested Retail Prices (MSRP) and Destination Fees on our Site are provided by the Dealership. The Dealership is obliged to honor their MSRP and Destination Fees inputted into our Site and CarBuckets assumes no responsibility for the MSRP and Destination Fee listed on our Site.   

REBATES

When a User signs up for a CarBucket, CarBuckets shows our Users all available cash rebates (“Cash Rebates”) for all Trim levels for that model, based on the information CarBuckets receives from the Dealerships. In the case that the same Cash Rebate applies to multiple Trims, CarBuckets will only show that specific Cash Rebate once.  Once the Dealership selects the Trim, Cash Rebates will show as “available” for that Trim. We provide the Dealership with the name of the applicable Cash Rebate(s) (i.e., Military Rebate, Student Rebate, etc.) and the amount of each rebate. CarBuckets pre-selects all the Cash Rebates in its sole and absolute discretion; provided, however, that it is the Dealerships sole responsibility to remove any Cash Rebates that do not apply or cannot be combined with one another. CarBuckets assumes no responsibility for a Dealerships errors in connection with Cash Rebates and the Dealership must honor all Cash Rebates selected. Different Cash Rebates may be available depending on whether a User desires to purchase or lease a Vehicle. Any applicable Cash Rebates are determined by the Dealership at the time of lease or purchase. CarBuckets does NOT gather any financial information from Users and accordingly, we cannot provide any information regarding a User’s applicable financial incentives (i.e. 0% APR) that it may qualify for.  Dealership agrees to offer the same or similar financial incentives to Users as it would any other purchaser or lessee of a Vehicle. 

After the Dealer has selected the Trim, and has selected the Cash Rebates, the Dealership can then start “playing” with the final price of the Vehicle through inputting (i) Dealership-Installed Accessories; (ii) “Dealer Cash” (i.e., incentives and Cash Rebates); and (iii) Dealership Discounts. 

DEALER INSTALLED ACCESSORIES; NO BUMPING ALLOWED

Dealerships must disclose any additional accessories installed on a Vehicle which were not installed by the manufacturer. Bumping is expressly prohibited on the CarBuckets Site or Service. “Bumping” is defined as a Dealership or factory’s undisclosed installation of accessories that increases the price of that vehicle from the “Base MSRP”.  This is usually presented as an add on to the MSRP and are rarely quoted in internet prices.  If a Dealership engages in any Bumping, it will be considered a breach of this Agreement and our Code of Conduct. Dealerships are required to add up any and all accessories that the Dealership or applicable factory installed on that Vehicle prior to selling or leasing it.  If a Dealership offers to sell or lease a Vehicle on the Site which contains additional accessories, such accessories must be disclosed and reflected in the Final Price. Dealerships are allowed to sell additional accessories or upgrades on the Vehicle at the time of the Car Buckets Test Drive.  However, Dealership must inform the User that these additional accessories are in addition to the Final Price they received on the Site.  If neither the Dealership nor applicable factory have installed any accessories on the Vehicle, the Accessories Field may be left empty or Dealership may enter $0.00. Otherwise, the dollar amount of any additional accessories must be disclosed. 

DEALER CASH 

Once the Dealership has selected the Trim, it can input the Dealer Cash amount, if any is available. “Dealer Cash” is defined as rebates available to the Dealership from the manufacturer of an applicable Vehicle.  CarBuckets will never share any Dealer Cash information with the User.  Instead, Users will see this as bundled with the Dealer Discount.  If no Dealer Cash is available for that Vehicle, or if Dealership does not intend to use any Dealer Cash, the Dealer Cash Field may be left empty.

DEALERSHIP DISCOUNT

Dealers are required to input a total discount amount for the Vehicle, expressed as a dollar amount (“Dealership Discount”). Dealership Discounts are the price which Dealership is willing to discount the Vehicle for a User, notwithstanding any applicable Dealer Cash or Cash Rebates.

DEALERSHIP AND MISCELLANEOUS FEES

Dealership must input their Dealership’s fees and costs (“Dealership Fees”) and any other miscellaneous fees related to the Transaction when they provide a Final Price to a User, including the shipping fees associated with the vehicle, if applicable. Dealership Fees must apply to each Vehicle in the applicable CarBucket. Dealership agrees that all Dealership Fees and miscellaneous fees will be identical for every User in the CarBucket. Due to state regulations, the same Dealership Fees must apply to all customers to whom the Dealership sells or leases an automobile.  Dealerships may not offer certain Dealership Fees for Users, and then another set of Dealership Fees at the physical dealership. As further set forth in the Dealership Agreement, Dealership expressly agrees that it shall abide by all federal, state and local laws regarding the sale or lease of a Vehicle and all applicable laws relating to the operation of Dealership’s business. 

DETERMINING THE FINAL PRICE

Once a Dealership has inputted all fields in the Bidding Process, the final price for each Vehicle is calculated as follows:

    BASE MSRP 

(add) DESTINATION FEE 

(add) OPTIONAL EQUIPMENT

(add) DEALER INSTALLED ACCESSORIES

(minus) DEALER DISCOUNT

= VEHICLE PRICE BEFORE TAXES

(add) DEALERSHIP FEES AND MISCELLANEOUS FEES

(add) TAXES

(add) TAGE FEE

(add) TITLE FEE

(minus) REBATES

(plus) SHIPPING (applicable only for National Buckets)

 = FINAL OUT THE DOOR CAR BUCKETS PRICE (“Final Price”) 


TOTAL BID AMOUNTS

Once a Dealership calculated the Final Price for every Vehicle inside a CarBucket, Dealerships are able to view their “Total Bid Amount”. The Total Bid Amount is the sum of all the Final Prices for each Vehicle in the CarBucket.  The Total Bid Amount is the dollar amount that the Dealership will use to compete against other Dealerships for the CarBucket. Dealerships agree that they will honor the Total Bid Amount (and/or the Final Price for each Vehicle) for each CarBucket. The failure to honor a Total Bid Amount will be deemed a violation of the CarBuckets Code of Conduct

Once the Bid closes, CarBuckets takes the Total Bid Amount for each Dealership bidding on an applicable CarBucket and ranks Dealerships in order of lowest Total Bid Amount to highest Total Bid Amount.  

The Dealership with the lowest Total Bid Amount, also referred to as the “Lowest Volume Price”, will become the Winning Dealership for that CarBucket.  It is the Winning Dealership’s responsibility to notify each User in the CarBucket that they must make an appointment to take their CarBuckets Test Drive within the CarBuckets Test Drive Dates.  

TIE-BREAKERS

In the event of a tie-breaker, Company shall promptly contact Winning Dealerships via telephone and each Dealership may offer a further reduction to the Total Bid Amount. CarBuckets will then reduce the final bid by the dollar amount provided by the Winning Dealership.  The total discount will be divided equally between all Users in that Bucket.

In the event that both dealerships submit identical bids in the tie-breaker round, the Winning Dealership will be determined by CarBuckets, based on its rating system on the Site and its past performance with CarBuckets Users or otherwise, in its sole and absolute discretion.  In the event that the rating for each Dealership is also identical, the final determination of the Winning Dealership will be made in the Company’s sole and absolute discretion.

NO ALTERATIONS OF FINAL PRICES 

If Dealership is the Winning Dealership, (i) Dealership shall be bound by the price quotes provided by Dealership in connection with the Vehicles that are part of the applicable CarBucket, and (ii) Company shall have the right to notify Users that Dealership is offering the applicable Vehicle(s) to the Company’s Users, at such prices. Following such notification to Users by CarBuckets, Dealership shall be deemed to have made an offer to each such User, which shall be subject to acceptance by each applicable User in accordance with the terms of the offer.  Unless otherwise agreed to in writing by Dealership and a User, Dealership shall not alter or modify the terms of the offer in any way. The foregoing notwithstanding, if, at the time of the CarBuckets Test Drive, a User wants additional accessories, upgrades, or a different, make, model or Trim (which differ from the User’s selections in a CarBucket), the terms of the Offer may be modified by the Dealership to reflect such changes, insofar as the Dealership obtains the User’s written consent. 

COMPLIANCE WITH APPLICABLE LAWS

Dealership is solely responsible for ensuring that Dealership does not offer any Vehicle that requires a disclosure or notice that is not standard on the CarBuckets User interface and that all Vehicle prices offered are properly calculated and disclosed under all laws and regulations applicable to Dealership (including import and export regulations). CarBuckets makes no representations or warranties regarding any legal or regulatory compliance applicable to Dealership and Dealership is solely responsible for determining and ensuring whether its participation in CarBuckets and its performance in connection with and related to this Agreement complies with all legal and regulatory requirements applicable to Dealership, whether state, local, federal or otherwise, as well as the terms and conditions of any and all applicable agreements between Dealership and its manufacturers. 

WINNING BIDS

If Dealership is the Winning Dealership for a CarBucket, Company will promptly notify Dealership via email that Dealership has won the bidding process for that CarBucket. The final prices in the winning bid are valid offers which are open for five (5) days from each User being provided notice of the Final Price. After five (5) days, the offer shall expire.  For each User who schedules an appointment to visit the Dealership on a CarBuckets Test Drive Date, Dealership shall ensure that on the applicable CarBuckets Test Drive Date, the Vehicle offered to the applicable User is located at the Dealership and that there is sufficient staff at the Dealership to complete the User’s Test Drive within the allotted sixty (60) minute Test Drive Appointment Window. In the event Dealership fails to make the Vehicle available as described herein, then Dealership shall immediately offer User an equally or better equipped Vehicle at the same or lower price.  If Dealership does not have an equal or better-equipped Vehicle in its inventory, and Dealership fails to acquire such a Vehicle through dealer-trade or otherwise by the CarBuckets Test Drive Date, Dealership shall be considered in breach of this Agreement.  

FINAL RESPONSIBILITY FOR TRANSACTION WITH USER

Dealership is and shall be solely responsible for all aspects of the sale and delivery of the Vehicles and any related materials or documentation, including, without limitation, any warranty or other claims that may be made by Users with respect to any Vehicle. Dealership acknowledges and agrees that Dealership, and not Company, is the seller of the Vehicles and Dealership shall be responsible for handling all aspects of the sale of Vehicles to Users in connection with Offers, including the shipping thereof, if applicable. 

Company’s sole obligation to Dealership under this Agreement with respect to the promotion and distribution of Offers shall be to notify Users of the Offers that are available to them from the winning Dealership. 

Last updated: July 10, 2019