Dealer Agreement

2.1 Account Registration

To access the Platform the Dealer must complete the registration process, including providing accurate dealership information, a valid Tax ID (EIN), a valid dealer license number, and completing Stripe Connect onboarding to establish a bank account for receiving Dealer Transfers. People Fleet reserves the right to verify this information and to deny or revoke access if information is found to be inaccurate or unverifiable.

2.2 Verification

All Dealer accounts are subject to a People Fleet verification review before blocks can be created or published. People Fleet will review the account within 1 business day of sign-up under normal circumstances. People Fleet may request additional information before approving an account. People Fleet’s verification decision is final.

2.3 Subscription Plans

Access to the Platform requires an active subscription. Subscription plans are as follows:

• Founding Member: $49/month for life. Available to the first 20 dealerships only. Rate is locked permanently for the life of the account. Non-transferable.
• Monthly Plan: $149/month, billed monthly, cancel anytime.
• 6-Month Plan: $129/month, billed as a single upfront payment of $774. No refunds for early cancellation. Full access through end of term.
• 1-Year Plan: $99/month, billed as a single upfront payment of $1,188. No refunds for early cancellation. Full access through end of term.

All plans include 2 blocks per rolling 30-day period. Additional blocks may be purchased for $149 each at any time from the Dealer dashboard.

2.4 Account Security

The Dealer is responsible for maintaining the security of their account credentials and for all activity conducted under their account. The Dealer must notify People Fleet immediately at support@peoplefleet.co if they suspect unauthorized access.

3.1 The $500 Lock Fee Structure

When a Buyer locks a vehicle in a Dealer’s block, the Buyer pays a $500 Lock Fee held in escrow by People Fleet via Stripe. The Dealer acknowledges and agrees to the following fee structure:

• Upon completion of a sale: People Fleet retains $100 as the People Fleet Fee. The Dealer receives a Dealer Transfer of $400. The Buyer receives a $500 down payment credit at the Dealer’s location.
• Upon a deal falling through: The full $500 is returned to the Buyer. People Fleet retains $0. No payment is made to the Dealer for that transaction.
• Upon a dispute upheld in the Buyer’s favor: The full $500 is returned to the Buyer. People Fleet retains $0. No payment is made to the Dealer.
• Upon a dispute denied in the Dealer’s favor: People Fleet retains $100. The Dealer receives $400 via Dealer Transfer.

3.2 Dealer Transfer Timing

The Dealer Transfer of $400 is initiated automatically by People Fleet after the 5-day buyer dispute window closes without a dispute being raised. Transfers typically arrive in the Dealer’s bank account within 1 to 3 business days after initiation, subject to Stripe processing times and the Dealer’s bank.

3.2A Chargeback Recovery

A chargeback filed by a Buyer directly with their card issuer is separate from the People Fleet dispute process described in this Agreement. If a Buyer files a chargeback on a transaction for which the Dealer Transfer has already been made, and the chargeback is resolved in the Buyer’s favor, People Fleet incurs a clawback of funds from its Stripe platform account that it can no longer recover from the original transaction.

People Fleet may recover the amount of the Dealer Transfer already paid on that transaction from the Dealer only if the underlying transaction falls into one of the following categories:

• The Dealer failed to apply the full $500 Lock Fee as a down payment credit as required under Section 3.3.
• The Dealer’s vehicle listing was inaccurate, incomplete, or non-compliant with the requirements of Section 4, including but not limited to inaccurate vehicle details, pricing fields, photos, Monroney sticker, Used Car Buyer’s Guide, or other required disclosures.
• The Dealer failed to make the verbal price disclosure required under Section 5.4, as evidenced by the Buyer’s recorded response to the price disclosure confirmation sent at time of sale.
• The Dealer falsely marked the transaction as “Sale Complete” under Section 5.2 when the sale did not in fact occur.
• The Dealer sold, transferred, or otherwise made unavailable the Buyer’s locked vehicle to a third party before the Buyer completed the purchase.

If the chargeback does not fall into one of these categories, for example a Buyer dispute unrelated to Dealer conduct, People Fleet does not recover the amount from the Dealer.

Where recovery applies, People Fleet will recover the amount using the following method in order of preference:

• First: offsetting the amount against any future Dealer Transfer owed to the Dealer.
• Second: if no future Dealer Transfer is available, debiting the amount directly from the Dealer’s Stripe Connected Account balance.

This recovery right applies only to chargebacks resolved within 120 days of the original transaction date. People Fleet bears the loss on any qualifying chargeback resolved after that window, and on any chargeback that does not fall into the categories above, regardless of cause.

This recovery right survives termination of this Agreement with respect to any transaction completed before termination, subject to the 120-day limit above.

3.3 Down Payment Credit Obligation

The Dealer is required to apply the full $500 Lock Fee as a down payment credit toward the Buyer’s vehicle purchase at the time of sale. This obligation applies regardless of whether the Buyer finances through the Dealer’s network, an external lender, or People Fleet’s financing partner. Failure to honor this obligation is grounds for dispute and may result in account suspension.

3.4 Subscription Billing & Non-Payment

Subscription fees are charged on the billing schedule applicable to the Dealer’s plan. If a payment fails, the Dealer’s account enters a Past Due state. During the grace period (default 7 days) active blocks continue running normally but new block creation is suspended. If payment is not resolved within the grace period, the account is suspended: all active blocks are removed from the Platform, in-progress Buyer deposits are refunded in full, and the Dealer loses access to block creation. People Fleet retains $0 from refunded Buyer deposits resulting from a suspension. The Dealer’s subscription fee for the period in which the suspension occurred remains due.

3.5 Tax Reporting

Stripe automatically generates 1099-K tax forms for Dealers who receive $600 or more in Dealer Transfers per calendar year, using the EIN provided during Stripe Connect onboarding. The Dealer is responsible for accurate tax reporting of all income received through the Platform. People Fleet does not provide tax advice.

4.1 Accuracy of Listings

The Dealer represents and warrants that all information provided in a block listing is accurate, complete, and current at the time the block goes live, including:

• Vehicle year, make, model, trim, VIN, mileage, and condition.
• All pricing fields: MSRP, market adjustment, destination fee, documentation fee, estimated tax, and title and license fees.
• Vehicle photos that accurately represent the listed vehicle.
• Monroney sticker, required for New and Demo vehicles, current and unaltered for the specific listed vehicle.
• Used Car Buyer’s Guide, required for Used and Demo vehicles, compliant with FTC Used Car Rule requirements.

4.2 Vehicle Availability

The Dealer may only list vehicles that are genuinely available for sale at the time the block goes live. The Dealer must not list vehicles that:

• Have already been sold or are under a pending sale agreement.
• Have undisclosed liens, title issues, or encumbrances that would prevent a clean transfer.
• Are not legally eligible for retail sale in the state where the Dealer operates.
• Are not physically on the Dealer’s lot or in the Dealer’s control.

4.3 Discount Obligations

The Dealer must honor the block discount and locked block bonus advertised on the block for all Buyers who lock vehicles in that block. Discounts may not be reduced, removed, or offset by other fees after a block goes live. Attempting to circumvent advertised discounts through additional charges not disclosed in the block listing is a material breach of this Agreement.

4.4 Regulatory Compliance

The Dealer is solely responsible for ensuring that all vehicle listings comply with applicable federal, state, and local laws and regulations, including but not limited to:

• FTC Used Car Rule, including Used Car Buyer’s Guide display and disclosure requirements.
• State dealer licensing requirements.
• Truth in Lending Act (TILA) disclosures where applicable.
• Any Arizona-specific automotive dealer regulations.

People Fleet provides the platform for listing vehicles but is not responsible for the Dealer’s compliance with automotive regulations. The Dealer indemnifies People Fleet against any claims arising from the Dealer’s failure to comply with applicable law.

4.5 Inventory Quality Standards

The Dealer is responsible for curating blocks that represent genuine purchase opportunities for Buyers. People Fleet’s platform is positioned as a demand-generation tool for quality inventory, not a clearance channel for aged or undesirable stock.

The Dealer agrees that:

• Blocks should consist of vehicles the Dealer intends to sell at competitive market terms, not exclusively aged, damaged, or otherwise difficult-to-move inventory.
• People Fleet reserves the right to flag blocks that generate a pattern of low fill rates, Buyer abandonment, or Buyer complaints related to inventory quality.
• If a Dealer receives two or more People Fleet inventory quality notifications within a 90-day period, People Fleet may require the Dealer to consult with a People Fleet representative before publishing further blocks.
• People Fleet will provide fill rate data and inventory performance insights through the Dealer dashboard to assist the Dealer in optimizing block composition. The Dealer is encouraged to use this data when selecting vehicles for each block.
• Repeated patterns of low-quality inventory that result in Buyer complaints or platform trust issues are grounds for account review and may result in suspension under Section 10.2.

Nothing in this section limits the Dealer’s ability to list aged inventory in a block. The requirement is that the block as a whole represents a genuine offer at a discount competitive enough to drive Buyer commitment.

5.1 Buyer Contact Obligation

When a block closes and a Buyer is assigned to the Dealer, the Dealer must contact the assigned Buyer within 24 hours using the contact details provided by People Fleet. The Dealer must make a genuine good faith effort to complete the sale within the 72-hour sale window.

5.2 Accurate Sale Reporting

The Dealer must accurately mark each transaction in the People Fleet dashboard as either “Sale Complete” or “Fallen Through”. Falsely marking a sale as complete when it did not occur is a material breach of this Agreement and may result in immediate account suspension and pursuit of any amounts improperly transferred.

5.3 Pre-Approval Document Handling

Buyer pre-approval documents are released to the Dealer only when the block closes and the Buyer locked a vehicle at that specific Dealer’s dealership. The Dealer may use this document solely for the purpose of facilitating the vehicle purchase. The Dealer must not share, copy, store beyond the transaction period, or use Buyer financial documents for any purpose other than completing the sale. Buyer account credit balance information is never provided to Dealers and the Dealer must not attempt to access, infer, or request this information.

5.4 Verbal Price Disclosure Obligation

Before a locked Buyer visits the Dealer’s location to complete a purchase, the Dealer’s assigned salesperson must verbally confirm the following with the Buyer during their initial contact call or message:

• The block price displayed on People Fleet represents the vehicle purchase price before financing terms, trade-in negotiation, dealer-installed add-ons, and applicable taxes and fees.
• The Buyer’s final out-the-door amount will differ from the block price and will depend on the Buyer’s individual financing terms, any trade-in value, elected add-ons, and state and local tax obligations.
• The $500 Lock Fee will be applied as a down payment credit at the time of sale and is not in addition to any separately negotiated down payment.

This verbal disclosure must occur during the first contact between the Dealer’s salesperson and the locked Buyer, prior to the Buyer visiting the lot. The Dealer is responsible for ensuring all salespersons assigned to People Fleet transactions are aware of and comply with this obligation.

Failure to make this disclosure, resulting in a Buyer dispute based on pricing misrepresentation, will be treated as a Dealer-responsible dispute outcome under Section 3.1, and may support chargeback recovery under Section 3.2A. Repeated failures may result in account suspension under Section 10.2.

10.1 Termination by Dealer

The Dealer may cancel their subscription at any time from their account settings. For Monthly and Founding Member plans, cancellation takes effect at the end of the current billing period. For 6-Month and 1-Year plans, no early refunds are provided. The Dealer retains full platform access through the end of the paid term. Active blocks remain live until their natural expiry following cancellation.

10.2 Termination by People Fleet

People Fleet may suspend or terminate a Dealer account immediately and without prior notice for: material breach of this Agreement; providing false or fraudulent registration information; failure to honor advertised discounts or Buyer down payment credits; regulatory violations in vehicle listings; repeated inventory quality violations under Section 4.5; failure to comply with verbal price disclosure obligations under Section 5.4; or any conduct that People Fleet reasonably determines poses a risk to Buyers or the Platform. In the event of termination by People Fleet, all active blocks are immediately removed, in-progress Buyer deposits are refunded in full, and People Fleet retains $0 from those refunds.

10.3 Effect of Termination

Upon termination of this Agreement, the Dealer’s access to the Platform is revoked. The Dealer’s obligations regarding Buyer data handling, indemnification, and payment of any amounts owed survive termination.