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, 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 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 may take place from Monday through Friday in a given week.  In the event that the bidding process for any CarBucket is held on a Monday, Dealership will be notified the Friday before.  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. 

In the first round of the bidding process (“First Bidding Round”), 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 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 First Bidding Round, Dealership may then review each Vehicle and select the “Trim”.  They will only be able to select Trim levels which match with the Users’ transmission preference.  By means of example only, if a User requests an automatic Vehicle, Dealership will not be able to select a manual Trim. 

Once the Dealership selects the Trim, the following information is automatically populated:

  • Available Colors;
  • MSRP;
  • Destination Fee; and 
  • Dealership or Manufacturer Rebates that a User qualifies for [Note: Rebates may be Trim-specific]

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, the User selects two (2) color options from all available trims.  For example, if a User selects two (2) colors that are only available in the most expensive trim, Dealership can then find the color that most closely matches their preference.  Some Vehicles may have multiple sub-colors available (i.e. midnight blue, navy blue, indigo, etc.)  Dealerships should be aware that the most important aspect of the bidding process for our Users is the Final Price. Therefore, if the User selected the red color that is only available in the most-expensive Trim, Dealership may select a different red that is available in a less-expensive Trim. 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 Chrome Data, a third-party service provider.  While Chrome Data is the largest and most reputable data provider in the automotive industry, there is no guarantee of MSRP and Destination Fee accuracy. CarBuckets assumes no responsibility for the MSRP and Destination Fee listed on our Site.  MSRP and Destination Fees listed on our Site are merely for information purpose only and Dealership agrees to check its own inventory when bidding on a CarBucket to ensure that the Final Price of the Vehicle is accurate.  In the event that the MSRP and Destination Fees on the Site vary from the Dealership’s prices, you may input this information during the bidding process, for example, by increasing the Total Bid Amount by increasing the amount of Dealer Installed Accessories or subtracting from the Total Bid Amount by increasing the amount of the Dealership Discount. 

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 we receive from our service providers, including Chrome Data, as further set forth herein. In the case that the same rebate applies to multiple Trims, CarBuckets will only show that specific 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 rebate(s) (i.e., Military Rebate, Student Rebate, etc.) and the amount of each rebate.  Regardless of whether or not a User desires to lease or purchase a Vehicle, CarBuckets only shows Cash Rebates. Any applicable Cash Rebates are determined by the Dealership at the time of lease or purchase. CarBuckets does 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 of a Vehicle 

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

DEALER INSTALLED ACCESSORIES; BUMPING

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 dealerships undisclosed installation of accessories on a Vehicle after that Vehicle has been placed in its inventory.  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 violation of our Code of Conduct. Dealerships are required to add up any and all accessories that Dealership 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 Dealership has not installed any accessories on the Vehicle, the Accessories Field may be left empty. 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.  However, if any Dealer Cash will be used by Dealership, it must be disclosed to CarBuckets in the bidding process. 

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 (“Dealership Fees”) and all other miscellaneous fees related to the Transaction when they provide a Final Price to a User. 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:

    MSRP 

(add) DESTINATION FEE 

(add) DEALER INSTALLED ACCESSORIES

(minus) REBATES

(minus) DEALER CASH

(minus) DEALER DISCOUNT  

(add) DEALERSHIP FEES AND MISCELLANEOUS FEES

= FINAL 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. 

Dealership may only submit one bid in the First Bidding Round.  Once Dealership submits its bid in the First Bidding Round, Dealership will no longer be able to edit its bid amount for any Vehicle.  

Once the First Round 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 two (2) dealerships with the lowest Total Bids in the First Bidding Round will be able to submit a final bid in the Second Bidding Round, as defined below.  CarBuckets then notifies each dealership with their results from the First Bidding Round and whether or not their bid was low enough to qualify for Second Bidding Round.  

SECOND BIDDING ROUND

The two (2) dealerships with the lowest bids from the First Bidding Round will qualify to participate in the Second Bidding Round and will be notified of the date/time of Second Bidding Round via email and text. Second Bidding Round will always be conducted on the first business day following the close of the First Bidding Round.  Bidding will only take place on business days. Dealerships can access the Second Bidding Round by logging into their Dealership Account on the Site.  

The elements of the Second Bidding Round will be the same as First Bidding Round. CarBuckets will automatically populate the information that Dealership submitted in the First Bidding Round. Dealership must maintain the price the same or lower the price for any Vehicles in their CarBucket at this point, but they are not allowed to raise prices.  

If they keep the price the same for a Vehicle, then they do not change any of the fields.

If a Dealership wants to lower the price of any Vehicle in the bucket they can change any field in the CarBucket in order to achieve that goal, including the Trim of the Vehicle. Changing different fields will change the total price for that Vehicle. Note that changing the Trim will mean different Cash Rebates may apply. There is an additional column in the Second Bidding Round bidding table which shows the final price the Dealership gave each User in First Bidding Round.  Dealers will not be able to edit this field, which will solely serve as reference for the Dealership so they know what the maximum price they can put for each User, if they select different fields.

Final Prices for each Vehicle are calculated using the same equation as in the First Bidding Round.  The sum of the all final prices in the bucket equals the Total Bid Amount.  Once the Dealership submits their Total Bid Amount for Second Bidding Round it cannot be changed and constitutes a binding offer.  

If a Dealership fails to bid in the Second Bidding Round, CarBuckets will automatically apply the Dealership’s Total Bid Amount from the First Bidding Round as their final bid in the Second Bidding Round.

The Dealership with the lowest Total Bid Amount in Second Bidding Round will become the Winning Dealership for that CarBucket.  All Users in the CarBucket will be notified 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 in either the First Bidding Round or Second Bidding Round, Dealership hereby authorizes Company to compute its tie-breaker price by reducing its final bid by the percentage or dollar amount discount given by Dealership to CarBuckets representative upon being contacted and notified of the tie-breaker situation. Should any bids in the second tie-breaker round be both lowest and identical, Company shall promptly contact winning Dealerships via telephone.  

In the event that both dealerships submit identical bids, the winning Dealership will be determined by CarBuckets, based on its rating system on the Site and its past performance with CarBuckets Users. 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. 

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 “Winning Notice”). Within twenty-four (24) hours of Company sending the Winning Notice, Company shall provide Dealership with the CarBuckets Test Drive Dates, which may vary each month, and which are always estimated to occur within the five (5) days following the second round of bidding.  Dealership agrees to accommodate CarBuckets Users requested Test Drives within allotted CarBuckets Test Drive Dates, and the winning Dealership assures that there are a sufficient number of time slots to accommodate the number of Users that are part of the applicable CarBucket. 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. 

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 and to facilitate scheduling the CarBuckets Test Drive Dates at the winning Dealership.  

Immediately upon completion of a Test Drive, Dealership shall provide User with either a printed or emailed Test Drive confirmation receipt from Company’s Dealership portal (located in a Dealership Account on the Site).  If Dealership fails to promptly provide User with a Test Drive confirmation receipt, the same shall be considered a material breach of this Agreement.