Subject to these terms and conditions, purchasers of eligible vehicles on Manheim Express and UpsideDirect.com will receive a complimentary DealShield 21-Day Return Guarantee, redeemable by buyers of those vehicles.

BASIC TERMS AND CONDITIONS (T&C)

Shared Terms and Conditions (T&C):

• Selected/eligible inventory only.
• Protection applies only to purchased vehicles facilitated by Manheim.
• All eligible vehicles and vehicle buyers of DealShield guaranteed vehicles are subject to the DealShield terms and conditions.
  dealshield.com/terms-conditions/
• Vehicle buyer may return the vehicle for any reason^* and will be reimbursed 100% of purchase price and the OVE buy fee.
• Return limits apply. Buyers are allowed three (3) returns for every ten (10) vehicles purchased during the promotion and may return up to and including 10 of these vehicles per Promotion Period (as defined below).
• DealShield reserves the right to modify or discontinue the promotion at any time.

Manheim Express specific Terms and Conditions (T&C):

Vehicles must-

• be purchased with an inventory sources of Manheim Express
• be purchased and picked up from an offsite location (dealer’s lot)
• be listed by a Manheim Express Concierge with a Manheim Express® Condition Report of 2.0 or higher
• have a sold price up to $35,000 and between 80-110% of National Manheim Market Report price guide (MMR)
• not be listed as an as-is unit
• not be listed by Carvana

Upside Direct specific Terms and Conditions (T&C):

Vehicles must-

• be purchased with an inventory source of Upside Direct
• have a Manheim Express® Condition Report of 1.0 or higher
• have a sold price up to $100,000 and lower than 110% of National Market Report price guide (MMR)
• not be listed as an as-is unit

FULL TERMS AND CONDITIONS (T&C)

ELIGIBLE DEALERSHIPS.

The DealShield 21-Day Return Guarantee Promotion (the “Promotion”) is sponsored by Manheim Remarketing, Inc. on behalf of itself and its auction affiliates (“Sponsor”), and is open only to automobile dealerships that have a valid AuctionACCESS membership number as throughout the entire Promotion Period (“5 Million Number”), that are invited by Sponsor to participate in this Promotion, that have not been previously excluded from coverage by DealShield, and that are not otherwise excluded from coverage per DealShield’s Terms & Conditions (each, a “Participating Dealership”).

The determination of whether a particular Participating Dealership is eligible to participate in the Promotion will be determined in Sponsor’s and DealShield’s sole discretion. This Promotion is subject to all applicable laws and regulations. Receiving a Reward (as defined below) in connection with this Promotion is contingent upon the Participating Dealership complying with all of the requirements in these terms and conditions for the Promotion (the “Terms”). ALL REWARDS WILL BE PROVIDED DIRECTLY TO THE PARTICIPATING DEALERSHIPS AND NOT TO THE INDIVIDUAL PERSON WHO MADE THE ELIGIBLE PURCHASES ON BEHALF OF THE PARTICIPATING DEALERSHIP. It is the individual purchaser’s sole responsibility to review, understand and comply with any employer gift and/or ethics policies regarding eligibility to participate in promotions. Sponsor and DealShield disclaims any and all liability or responsibility for disputes arising between an employee and their employer related to this promotion.

Promotion Period

This promotion runs on a quarterly calendar basis (each a “Promotion Period”): January through March, April through June, July through September, October through December.

How It Works

The Promotion offers a 21-Day complimentary Purchase Advantage Guarantee (the “Reward”) to the Participating Dealership. The Reward entitles the Participating Dealership to return a vehicle for any reason* and receive reimbursement for 100% of purchase price and the OVE buy fee, subject to the restrictions in these T&Cs. The value of the Reward will depend on the value of the unit for sale.

See terms and conditions for the DealShield product here:
dealshield.com/terms-conditions/

Eligibility Requirements

To be eligible for the Reward, the purchase must meet the following requirements:

Manheim Express: (i) Offsite inventory listed by Manheim Express Concierges (ii) With a Condition Report of 2.0 or greater; (iii) Priced up to $35,000 and between 80-110% of the National Manheim Market Report price guide (“MMR”) (iv) Vehicle must not be listed “as-is”

Upside Direct: (i) Upside Direct Inventory (ii) With a Manheim Express Condition Report of 1.0 or greater; (iii) Priced up to $100,000 and under 110% of the National Manheim Market Report price guide (“MMR”) (iv) Vehicle must not be listed as an “as-is” unit

Any vehicles that do not meet all criteria listed herein will not be counted as eligible for the Reward.

Important to Note:

• Buyers are allowed three (3) returns for every ten (10) vehicles purchased during the promotion and may return up to and including 10 of these vehicles per Promotion Period.
• No other auction or seller promotions are allowed for the program-eligible vehicles in the applicable sales channels (this includes but is not limited to drawings, giveaways and incentives/offers of any kind).
• Reward and individual components of Reward packages are subject to availability. Sponsor reserves the right to substitute Reward or components of Reward package with a Reward or component of equal or greater value. A Reward earned in this Promotion will be awarded directly to the relevant Participating Dealership via a method to be determined in Sponsor’s and DealShield’s sole discretion.

ADDITIONAL REWARD TERMS

Participating Dealerships may waive the right to receive a Reward. No substitutions for the Reward are allowed. Participating Dealerships that receive a Reward are solely responsible for reporting and paying any taxes on the award. The Participating Dealership receiving a Reward may be required to provide valid tax information to Sponsor or complete any tax forms required by the applicable government authority. Rewards will be made directly to the Participating Dealership and will be fulfilled upon completion of all required steps and verification of eligibility. Participating Dealerships and, when applicable, the individual participating in the Reward, may be required to complete a liability and publicity release (except where prohibited by law), which must be notarized and returned within ten (10) days of notification that the Participating Dealership has qualified to receive a particular Reward or of the Participating Dealership providing to Sponsor the names of those who will participate in a Reward, as applicable.

RELEASE AND LIMITATION ON LIABILITY

BY PARTICIPATING IN THIS PROMOTION, EACH PARTICIPATING DEALERSHIP AND ITS AGENTS AGREE TO FULLY RELEASE, FOREVER DISCHARGE, AND HOLD HARMLESS SPONSOR, COX ENTERPRISES, INC., AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, SUPPLIERS, DISTRIBUTORS, ADVERTISING AND PROMOTION AGENCIES, AND AWARD SUPPLIERS AND EACH SUCH COMPANY’S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE “RELEASED PARTIES”) FROM AND AGAINST ANY CLAIMS, COSTS, LIABILITIES, LOSSES, INJURIES, AND DAMAGES ARISING OUT OF OR RELATED TO THE PROMOTION OR THE RECEIPT AND/OR USE OF ANY REWARD TO THE FULLEST EXTENT PERMITTED BY LAW. EACH PARTICIPATING DEALERSHIP AND ITS AGENTS FURTHER AGREE THAT THE RELEASED PARTIES’ TOTAL LIABILITY TO ANY PARTICIPATING DEALERSHIP FOR CLAIMS ARISING FROM OR RELATED TO THIS PROMOTION IS LIMITED TO $500 (USD).

In the event the Promotion is compromised by a virus, non-authorized human intervention, tampering, or other causes beyond the reasonable control of Sponsor, which corrupt or impair the administration, security, fairness, or proper operation of this Promotion, Sponsor and DealShield reserve the right, in their sole discretion, to suspend, modify, or terminate the Promotion. Should the Promotion be terminated prior to the stated end of the Promotion Period, Sponsor reserves the right to award any Rewards based on the Eligible Purchases made before the termination date.

PRIVACY AND WEBSITE TERMS

The collection, use, and sharing of your information is subject to the Sponsor’s privacy policy, a link to which is located at manheim.com. By visiting manheim.com, you also agree to be bound by the visitor agreement, a link to which is located at manheim.com. This Promotion is governed by and will be construed in accordance with the laws of the state of Georgia. By participating in this Promotion, you consent to the exclusive jurisdiction and venue of the state and federal courts in Fulton County, Georgia in all disputes arising out of or related to this Promotion.

These rules are applied in conjunction with http://www.dealshield.com/terms-conditions/.

QUESTIONS

If you have any questions about the Promotion, please contact Sponsor customer care at 1-866-MANHEIM (626-4346) or info@manheim.com.

*Does not include acts of God.