Dealer Agreement

Effective date: October 16, 2026 · Version 2026-10-16

This Dealer Agreement ("Agreement") is between Online Trade-Ins ("we," "us") and the dealership identified in the application ("Dealer," "you"). By submitting a dealership application and bidding on the Platform you agree to this Agreement, the Terms of Service, and the Auction Rules. Where this Agreement conflicts with the Terms of Service, this Agreement controls for Dealers.

1. Eligibility and licensing

1.1 You represent that you hold a valid, current motor vehicle dealer license issued by the state in which your lot is located, that the license number you provided is accurate, and that you are authorized to bind the dealership.

1.2 You will notify us within five business days if your license is suspended, revoked, expired, or transferred. We may verify your license with the issuing authority at any time and may suspend your account pending verification.

1.3 One dealership account per license. Buyers employed by the dealership may be added as team members; every bid placed by a team member binds the dealership.

2. Bidding

2.1 Bids are binding. Each bid, including each automatic bid placed on your behalf by a maximum bid, is an irrevocable offer to purchase the vehicle at that amount, conditioned only on an in-person inspection confirming that the vehicle materially matches the listing (VIN, mileage within normal variance since listing, disclosed condition).

2.2 Inspection standard. If the vehicle materially matches the listing you must purchase it at the winning bid. If it materially differs you may pass, stating the reason on the Platform, or agree a different price with the Seller under Section 3.4. Undisclosed damage, title brands, mechanical faults, or mileage discrepancies are material differences; ordinary wear consistent with the listed mileage and photos is not.

2.3 No retraction. Bids cannot be withdrawn. Contact us immediately if a bid was entered in error; we may void it at our discretion.

2.4 Prohibited conduct. No bidding on vehicles owned by or connected to your dealership, its owners, employees, or their families. No collusion with other dealers. No multiple accounts. No contacting Sellers outside the Platform before their contact details are shared with you. No scraping. Violations result in immediate suspension and forfeiture of any disputed fee credits.

3. After winning

3.1 When you win, we place a temporary hold on the Seller's card. Once that hold is in place we share the Seller's name, phone, and email with you and reveal your dealership's name, legal name, phone, email, and lot address to them. The Seller books a drop-off from your published availability before the drop-off deadline shown on the Platform. If the hold cannot be secured, the deal is cancelled and you are notified.

3.2 You must honor booked appointments. If you cannot, reschedule on the Platform at least 24 hours in advance. If you miss a drop-off or back out, the Seller is charged nothing, and it counts as a strike. Three strikes in any 12-month period result in suspension.

3.3 Recording the outcome. At drop-off you must record the outcome on the Platform honestly and promptly: that you purchased the vehicle (and at what price) or that you passed (and why). The Seller's fees depend on what you record. When you record a purchase, the seller success fee is charged from the Seller's hold and your success fee is added to your monthly invoice.

3.4 Price changes. You may record a purchase at a price up to 10% below the winning bid with a stated reason. A price more than 10% below the winning bid requires a reason and takes effect only if the Seller accepts it on the Platform within 24 hours. If the Seller declines or does not answer, there is no sale and no success fee.

3.5 Passing. You may pass for a condition mismatch, a title issue, or another stated reason. A pass for a condition mismatch requires photo evidence uploaded on the Platform. Sellers may report a pass they believe is wrong, and we may review it.

3.6 Seller no-show. You may report a Seller no-show only after the booked drop-off time has passed, and a Seller refusal to sell only when the Seller refused to sell at the agreed price. Either report charges the Seller a no-show fee.

3.7 Accountability. False no-show reports, passes without cause, and inaccurate outcomes are breaches of this Agreement and result in loss of bidding access, suspension, or termination.

3.8 You are solely responsible for all aspects of the purchase: payment to the Seller, lien payoff, title transfer, odometer disclosure, temporary tags, and compliance with all applicable dealer regulations. Payment for the vehicle is made directly to the Seller and never passes through the Platform. We are not a party to the sale.

4. Fees and invoicing

4.1 No fee to join, apply, view, or bid.

4.2 Success fee. For each vehicle you record as purchased (or that is determined to be purchased on our review of a dispute), you owe a flat success fee at the rate displayed in your dealer portal at the time of the auction. The current rate is shown at /dealer/invoices.

4.3 Invoicing. Success fees are invoiced monthly on the first of the month through Stripe, payable within 15 days. Invoices unpaid 30 days past due result in suspension of bidding until paid. We may charge interest at 1% per month or the maximum lawful rate, whichever is lower, on overdue amounts.

4.4 Non-circumvention. If you purchase a vehicle from a Seller you were introduced to through the Platform within 90 days of the auction, whether or not you were the winning bidder and whether or not the purchase occurs on the Platform, the success fee is owed.

4.5 Fee changes. We may change the success fee with 30 days' notice by email. The fee in effect when an auction starts applies to that auction.

5. Data and confidentiality

5.1 Listing data, photos, and Seller contact details are provided solely to evaluate and complete purchases through the Platform. You may not resell, publish, or share them, use them to market to Sellers for other purposes, or retain them after a purchase is complete except as required by law.

5.2 You will not attempt to identify other bidders.

6. Suspension and termination

6.1 Either party may terminate this Agreement at any time by notice; fees accrued before termination remain due.

6.2 We may suspend or terminate your account immediately for breach of this Agreement, the Auction Rules, or the Terms; for license issues; for unpaid invoices; for strikes under Section 3.2 or conduct under Section 3.7; or where we reasonably believe your conduct harms Sellers or the Platform.

7. Disclaimers, liability, indemnity

7.1 Listings are Seller-provided and unverified. We make no representation about any vehicle's condition, history, title, mileage, or the Seller's ownership or authority to sell.

7.2 Sections 7 (Disclaimers), 8 (Limitation of Liability), 9 (Indemnification), 11 (Arbitration), and 12 (Governing Law) of the Terms of Service apply to this Agreement.

8. Taxes

Fees are exclusive of any applicable taxes. You are responsible for sales, use, and other taxes arising from your vehicle purchases.

9. Entire agreement

This Agreement, the Terms of Service, the Auction Rules, and the Privacy Policy constitute the entire agreement between you and us regarding the Platform. The version you accepted, the time, and the IP address are recorded on your dealership account.

Online Trade-Ins · hello@onlinetradeins.com