Master Dealer Agreement

This Master Dealer Agreement (“Agreement”) is between Cambridge Acceptance Corp, a Florida Corporation, with an address at 1010 10th Ave N., Lake Worth Beach, FL 33460 (“Cambridge Acceptance”), and the undersigned dealer, with the address set forth below (“Dealer”), and is dated the Effective Date. In consideration of the mutual promises and agreements contained herein, Cambridge Acceptance and Dealer agree as follows:

1. Definitions. In addition to terms otherwise defined in this Agreement, when used in this Agreement, the following terms have the following meanings:

“Additional Product(s)” means vehicle service contracts, mechanical breakdown contracts, GAP contracts, credit life, credit accident and health insurance, and any other motor vehicle-related products and services approved in advance by Cambridge Acceptance for inclusion in a Contract, which in each case, comply with Law.

“Assigned Contract” means a Contract assigned to Cambridge Acceptance hereunder.
“Assigned Vehicle” means a Vehicle sold under an Assigned Contract.
“Borrowers” means all persons, including the Buyers, co-buyers, and guarantors, entering into a Contract with Dealer for the purchase and finance of a Vehicle.
“Buyers” means the persons purchasing a Vehicle from Dealer.
“Contract” means chattel paper, including a retail installment sale contract, conditional sale contract, or purchase money securities agreement, providing for the payment by the Borrowers thereunder to Dealer of funds in connection with a retail credit sale of a Vehicle by Dealer to the Buyers thereunder primarily for personal, family, or household use.

“Due Diligence” means Dealer’s procedures, which comply with Law and are prudent and consistent with industry standards, to verify information and are used by all Dealer’s employees and contractors.

“Effective Date” means, after this Agreement is signed by Dealer, the date this Agreement is signed by Cambridge Acceptance.
“Governmental Authority” means the United States of America, any state or political subdivision thereof, any municipality, or any court or other person exercising executive, legislative, judicial, regulatory, or administrative functions of government.

“Incapacitation or Intervening Event” means, with respect to any Contract, the occurrence of either of the following:
(a) any Borrower in that Contract dies or becomes incapacitated (as determined by Cambridge Acceptance in its sole discretion), files for bankruptcy or other insolvency protection, or has a dispute with Dealer; (b) the Vehicle under that Contract is lost, stolen, or damaged; or (c) any change in circumstances, as determined by Cambridge Acceptance in its sole discretion, renders repayment of the Contract at risk.

“Law” means all provisions of constitutions, statutes, treaties, rules, regulations, ordinances, guidelines, directives, and orders of Governmental Authorities, and all cases and all other binding orders and decrees of all courts and arbitrators.

“Required Documents” means, with respect to any Contract, that original fully-signed Contract and original copies of all other documents related to that Contract, including documentation comprising any stipulation(s) required by Cambridge Acceptance in connection with its purchase of that Contract, including the original signed credit application and any other credit information Dealer has regarding the Borrower thereunder, the lienholder’s copy of the application for title properly completed, including noting Cambridge Acceptance’s security interest in the underlying Vehicle, a physical damage insurance form signed by each Buyer, and proof of that insurance and any other insurance on the underlying Vehicle required by Cambridge Acceptance to be carried on that Vehicle, the cosigner notice, if required, copy of manufacturer’s invoice, if applicable, copy of Dealer’s bill of sale for the applicable Vehicle, and other documents required by Cambridge Acceptance in its Approval (defined below) to purchase such Contract.

“Transaction” means each sale by Dealer to the Buyers of a Vehicle and, if applicable, Additional Products, that is being financed by Dealer, in each case as set forth in a Contract that will be signed by the Borrowers.

“Vehicle” means a new or used motor vehicle owned by Dealer, including standard body-type passenger new or used vehicles or light trucks or vans, including all attached equipment, replacements, options, and product additions, identified as an eligible vehicle by Cambridge Acceptance under its guidelines, as revised from time to time.

Retail Installment Sale Contract Transactions. Dealer is a retail seller of Vehicles and Additional Products to individuals or entities that purchase them for cash or credit. Dealer may periodically offer to Cambridge Acceptance Contracts for purchase and, in connection therewith, submit related credit applications and other information. Cambridge Acceptance may agree to purchase, on terms determined by Cambridge Acceptance in its sole discretion, certain Contracts, together with all other related Required Documents, which Dealer entered into as the seller, with the Borrowers under such Required Documents to which they are a party. Dealer is under no obligation to sell, and Cambridge Acceptance is under no obligation to purchase any Contracts.

Term of Contract Purchases.
Contract Offer. As to each offered Contract, Dealer shall provide Cambridge Acceptance with (i) the Transaction’s proposed terms, (ii) all credit information Dealer has regarding the proposed Borrowers thereunder, and (iii) such other information as Cambridge Acceptance shall request. Upon receipt of all requested information, Cambridge Acceptance shall determine in its sole discretion whether to purchase the offered Contract. If Cambridge Acceptance agrees to purchase the offered Contract, Cambridge Acceptance shall issue Dealer an approval number and the applicable terms for that purchase (the “Approval”).

Contract Approval and Processing. Upon receipt of an Approval for any offered Contract, Dealer shall (i) procure all Required Documents for that Contract, (ii) execute and deliver to Cambridge Acceptance an original fully-executed copy of the assignment to Cambridge Acceptance of all Required Documents substantially in the form attached as Exhibit A (the “Assignment”), and (iii) deliver with the original fully-executed Assignment the original Required Documents to Cambridge Acceptance. Following execution of the applicable Required Documents and subsequent delivery of the applicable Vehicle, Dealer shall promptly forward the original copies of the Assignment and the Required Documents to Cambridge Acceptance.

Conditions Precedent to Purchase. If Cambridge Acceptance provides an Approval to purchase a Contract, such offer, and Cambridge Acceptance’s obligation to pay Dealer for such Contract, is subject to the satisfaction of the following conditions: (i) the Contract is on a form pre-approved by Cambridge Acceptance in writing, (ii) Cambridge Acceptance’s receipt of the original copy of such Contract, all Required Documents for that Contract and, if applicable, proof of satisfaction of any stipulation(s) specified and/or required by Cambridge Acceptance, (iii) Cambridge Acceptance’s satisfaction, in its reasonable discretion, that such Contract and Required Documents are properly completed and executed, and that the requirements and stipulations for such Contract have been met, (iv) each of Dealer’s Representations (defined below) are true and correct as of the Purchase Date (defined below) for that Contract, (v) Dealer is not then in default of this Agreement, without giving effect to any required notice and/or cure period, (vi) Dealer has complied with Down Payment Requirement (defined below) on that Contract, (vii) the financial institution for the applicable Borrower under that Contract has been finally debited for the Down Payment (defined below) paid by such Borrower, (viii) no Incapacitation or Intervening Event shall have occurred or be continuing, and (ix) Dealer shall have filed and recorded all documents necessary to properly perfect Cambridge Acceptance’s valid and enforceable first-priority security interest in the Vehicle purchased under such Contract (the “Perfection Documents”) and shall have provided Cambridge Acceptance all filing receipts related thereto (collectively, the “Conditions Precedent”).

Purchase Price and Payment. Upon satisfaction of the Conditions Precedent, Cambridge Acceptance shall pay the purchase price Cambridge Acceptance specified in its Approval for that Contract. Cambridge Acceptance shall return to Dealer copies of any Contract and its related Required Documents and Assignment that were delivered to Cambridge Acceptance if the Conditions Precedent for any Contract have not been satisfied within thirty (30) days following Cambridge Acceptance’s receipt of such Contract, Required Documents, and Assignment.

Non-Recourse; Exceptions. Contracts assigned by Dealer to Cambridge Acceptance pursuant to this Agreement are done so without recourse, except for those Assigned Contracts subject to Repurchase (defined below) and as may be set forth in any Approval.

Perfection of Security Interest. For each Assigned Vehicle, Dealer shall (a) complete the Perfection Documents for that Assigned Vehicle, (b) record the Perfection Documents for that Assigned Vehicle by the sooner of (i) thirty (30) calendar days after the applicable Assigned Contract’s date, or (ii) any shorter time period required by Law, but in either case, prior to Cambridge Acceptance paying the purchase price for that Assigned Contract, and, unless otherwise instructed by Cambridge Acceptance in writing, Dealer will cause the lienholder on the Certificate of Title or equivalent document (the “Title Document”), for that Assigned Vehicle to be Cambridge Acceptance Corp, and (iii) deliver to Cambridge Acceptance evidence that Cambridge Acceptance’s security interest is noted on the Title Document for such Assigned Vehicle, or evidence that Cambridge Acceptance otherwise has a properly perfected, valid, and enforceable first-priority security interest in such Assigned Vehicle according to Law (collectively, the “Dealer Perfection Obligations”). Dealer is responsible for the perfection and priority of Cambridge Acceptance’s lien in each Assigned Vehicle without regard to where the Assigned Vehicle will be registered or whether the Buyer of such Assigned Vehicle has the ability to perfect that lien personally. Dealer shall Repurchase (defined below) an Assigned Contract as set forth below if, at any time while any amount remains outstanding thereunder, Cambridge Acceptance discovers that (i) Dealer failed to perform any of the Dealer Perfection Obligations, or (ii) Cambridge Acceptance does not have under Law a properly perfected and valid and enforceable first-priority security interest in the applicable Assigned Vehicle (each, a “Perfection Default”).

Down Payment Requirements. With respect to each Assigned Contract, Dealer shall (a) collect all amounts due as a down payment under such Assigned Contract (each a “Down Payment”) in full via check (irrevocably paid funds in Dealer’s financial institution account), cash, or receipt of certified cleared funds in Dealer’s financial institution account through wire or ACH transfer (a “Non-Credit Payment”) prior to Cambridge Acceptance’s payment for that Assigned Contract, and (b) not use any third-party check-guarantee service or similar service with respect to the Non-Credit Payment (collectively, the “Down Payment Requirements”). If any Down Payment is paid by credit card or check drawn on a credit card account, or from funds obtained through any other loan or credit transaction with Dealer or any other person (“Invalid Down Payment”), the Contract under which such Down Payment was made is ineligible for purchase hereunder. If at any time Cambridge Acceptance discovers that any Down Payment under any Assigned Contract (a) did not meet Down Payment Requirements, (b) was an Invalid Down Payment, (c) was returned, reversed, or not paid for any reason (a “Non-Payment”), or (d) was fully or partially provided through Dealer’s assistance or was fully or partially refunded or rebated to any Borrower under such Assigned Contract (collectively, the “Down Payment Repurchase Condition”), that Contract is subject to immediate Repurchase as set forth below. Dealer shall immediately notify Cambridge Acceptance of any Non-Payment.

Payments from Buyer. If Dealer receives any payment under an Assigned Contract, Dealer shall receive such payment in trust and shall remit it to Cambridge Acceptance immediately in the form received for credit to such Assigned Contract. Cambridge Acceptance shall have the sole right to make collections on all Assigned Contracts, and Dealer shall not solicit or make any collections or repossessions with respect to any Assigned Contract, nor accept the return of, nor make any substitution of, any of the Assigned Vehicles purchased pursuant to an Assigned Contract. Additionally, Dealer shall hold in trust and promptly forward to Cambridge Acceptance all communications received in reference to any Assigned Contracts.

Power of Attorney. Dealer authorizes Cambridge Acceptance to sign and endorse Dealer’s name upon (a) any checks, drafts, money orders, or other forms of payment that may come into Cambridge Acceptance’s possession as payment of or on account of any Assigned Contract, (b) any assignment of any Assigned Contract to Cambridge Acceptance, (c) any Assigned Contract if such Contract would otherwise fail for the lack of Dealer’s signature, and (d) any other instrument necessary to carry out the intent of this Agreement. The power of attorney and grant of specific agency authority above shall be irrevocable and shall remain in effect for so long as there are Assigned Contracts outstanding.

Representations and Warranties. Dealer represents and warrants that the Effective Date Representations and Warranties (“Effective Date Representations”) set forth in the attached Schedule 1 & 2 are true and correct on the Effective Date. With respect to each Assigned Contract, the Down Payment made thereunder, the Vehicle and Additional Products purchased thereunder, the Required Documents related thereto, the Transaction under which such Assigned Contract and related Required Documents were created, and the Buyers and Borrowers thereunder, the Assigned Contract Representations and Warranties (the “Assigned Contract Representations”; and collectively with the Effective Date Statement, the “Representations”) set forth in the attached Schedule 1 & 2, and, with respect to Dealer, the Effective Date Representations, shall be true and correct on the date Cambridge Acceptance purchases such Assigned Contract (each, a “Purchase Date”). Dealer acknowledges that Cambridge Acceptance is relying upon the truth and accuracy of the Representations in entering into this Agreement and purchasing any Contract, even if Cambridge Acceptance was aware that any Representation was inaccurate at that time made.

Dealer Affirmative Covenants. Until all Assigned Contracts have been paid in full, Dealer shall do the following unless Cambridge Acceptance consents to the same in writing:

1. Remain in Business. Maintain its good standing or active status in each state where it operates and conduct its business in substantially the same manner and locations as it is now and has previously been conducted.

2. Licensing. Dealer shall maintain all licenses and authorizations required to sell Vehicles, enter into and enforce the Contracts, and engage in any other activities related to this Agreement. Upon Cambridge Acceptance’s request, Dealer shall deliver to Cambridge Acceptance within ten (10) days following that request all of Dealer’s current licenses and authorizations.

3. Fees and Taxes. Promptly forward to the proper authorities all fees and taxes due to any Governmental Authority in connection with its sale, financing, and/or registration of each Vehicle using funds drawn on the Dealer’s own account.

4. Notices to Buyers and/or Borrowers. Notify each Borrower in any proposed transaction:

   • (i) That Dealer is submitting their credit application for credit review by Cambridge Acceptance at 1010 10th Ave N., Lake Worth Beach, FL 33460, or to such other address and/or reviewer as Cambridge Acceptance shall designate in writing.
   • (ii) Of Cambridge Acceptance’s final credit decision on that application.

5. Dealership Changes. Notify Cambridge Acceptance in writing of:

   • (i) Any change in Dealership’s ownership, structure, or business, including the death of a principal, whether such principal is a shareholder, member, general partner, or owner.
   • (ii) A dissolution, insolvency, bankruptcy, reorganization, merger, or consolidation of or involving Dealer.
   • (iii) A sale of any of Dealer’s assets other than in the ordinary course of Dealer’s business or any portion of Dealer’s stock or ownership interests.
   • (iv) Dealer’s conversion to another legal structure or type of business.
   • (v) The cessation of Dealer’s business.

   Notice shall be provided thirty (30) days prior to such event occurring or, if Dealer was unaware of such event before it occurred, within three (3) business days after such event occurs.

6. Service Obligations.

   • (i) Service all Vehicles it sells in accordance with its representations and warranties provided to Buyers and the guidelines, practices, and policies established by the manufacturers of such Vehicles, and otherwise in accordance with generally accepted industry standards.
   • (ii) Perform all other obligations required as the seller of each Assigned Vehicle and Additional Products under each Assigned Contract.

Dealer Negative Covenants. Until all Assigned Contracts have been paid in full, Dealer shall not do any of the following unless Cambridge Acceptance consents in writing:

1. Advertising. Except as otherwise set forth herein, identify Cambridge Acceptance or any of its affiliates or any of their products or services in any advertising placed in any medium (including signs on Dealer’s premises).

2. Power Booking. Overstate, misrepresent, and/or inflate the description or value of any Vehicle accessories or attributes in any Contract (referred to as “Power Booking”). If Dealer includes any Power Booking on any Vehicle or Additional Products sold in any Assigned Contract (a “Power Booking Default”), Dealer shall be in default of this Agreement, and without limiting any remedies available to Cambridge Acceptance, that Assigned Contract shall be subject to Repurchase as set forth below.

3. Confidential Information. Dealer shall treat all information Cambridge Acceptance provides confidentially and shall not disclose it to any third party (other than its own employees, attorneys, or accountants who have a need to know) or use it for any purpose other than financing the purchase of goods from Dealer or carrying out the purposes of this Agreement.

Compliance with Law.

1. General Obligation. Dealer shall provide each Borrower with completed copies of its Contract and any other documents required by Law, with all blanks filled in with accurate and complete information. All aspects of the Assigned Contracts, Required Documents, and Dealer’s business practices shall comply with all applicable laws, including but not limited to:

   • The Fair Credit Reporting Act (FCRA).
   • Equal Credit Opportunity Act (ECOA).
   • Federal Truth in Lending Act.
   • Gramm-Leach-Bliley Act.
   • USA PATRIOT Act.
   • Federal Trade Commission Rules.

2. Privacy and Data Security. Dealer shall maintain safeguards to protect personal information in compliance with applicable laws. Dealer must promptly notify Cambridge Acceptance of any suspected unauthorized access, use, or disclosure of such information.

Anti-Money Laundering and Suspicious Activity.

1. Compliance with the USA PATRIOT Act. Dealer shall comply with the provisions of the USA PATRIOT Act of 2001, which includes but is not limited to:

   • Filing Suspicious Activity Reports (SARs).
   • Establishing a Customer Identification Program (CIP).
   • Providing appropriate notices to applicants as required under the Act.

2. Fraud Prevention. Dealer shall use its best efforts to detect and prevent money laundering and financing of terrorism schemes. Dealer shall report suspicious activities to Cambridge Acceptance and appropriate Governmental Authorities, including instances of detected or attempted fraud or identity theft.

Books and Records.

1. Recordkeeping and Inspections. Dealer shall maintain complete and accurate records regarding:

   • (i) Credit applications submitted to Cambridge Acceptance for evaluation.
   • (ii) The sale of Contracts to Cambridge Acceptance.
   • (iii) The underlying Vehicles in the Assigned Contracts.
   • (iv) All other matters related to the Assigned Contracts, including the sale of Additional Products.

   Cambridge Acceptance may, upon reasonable notice, inspect and copy Dealer’s records or require Dealer to deliver such information to Cambridge Acceptance. Dealer shall cooperate with all requests made by Cambridge Acceptance to facilitate investigations or legal proceedings related to the Assigned Contracts.

2. Marking Records. Dealer will:

   • (i) Clearly record in its records that all interest in each Assigned Contract has been assigned to Cambridge Acceptance.
   • (ii) Treat each Assigned Contract as a sale to Cambridge Acceptance for all tax and accounting purposes.

Insurance.

1. At Time of Purchase. Each Vehicle sold under an Assigned Contract must be covered by fire, theft, and comprehensive and collision insurance with Cambridge Acceptance named as loss payee and an additional insured. Evidence of such insurance must be provided to Cambridge Acceptance at the time of purchase.

2. Reimbursement for Refunds. Dealer shall refund any unearned premium or charges for insurance or Additional Products financed under an Assigned Contract when required by Law. If Cambridge Acceptance is required to refund such amounts, Dealer shall reimburse Cambridge Acceptance immediately upon request.

Term and Termination.

This Agreement commences on the Effective Date and continues until either party terminates it by providing written notice to the other. Termination does not affect the duties and obligations of either party with respect to any outstanding Assigned Contracts.

Remedies.

1. Security. Dealer grants Cambridge Acceptance a security interest in Dealer’s money and other property now or in the future in Cambridge Acceptance’s possession to secure Dealer’s obligations under this Agreement.

2. Mitigation. If Dealer fails to fulfill its obligations, Cambridge Acceptance may repossess the Vehicle securing the Assigned Contract and recover associated costs, including court costs, attorneys’ fees, and repossession expenses.

3. Offset. Cambridge Acceptance may deduct any amounts owed by Dealer from payments due to Dealer.

Indemnification.

1. By Dealer. Dealer shall indemnify and hold Cambridge Acceptance harmless from all claims, losses, and expenses resulting from Dealer’s breach of this Agreement or its conduct related to Assigned Contracts.

2. By Cambridge Acceptance. Cambridge Acceptance shall indemnify and hold Dealer harmless from claims or damages arising out of acts or omissions by Cambridge Acceptance or its representatives.

Miscellaneous Provisions.

1. Entire Agreement. This Agreement, together with its schedules and exhibits, represents the entire understanding between the parties.

2. Governing Law and Jurisdiction. This Agreement shall be governed by the laws of the State of Florida, and venue and jurisdiction shall lie exclusively in Palm Beach County, Florida.

3. Independent Contractor. Nothing in this Agreement shall create a partnership, agency, or employment relationship between the parties.

4. Waiver of Jury Trial. Each party knowingly waives its right to a jury trial in connection with any litigation related to this Agreement.

5. Notices. All notices or communications under this Agreement must be delivered in writing to the address specified in the Agreement or such other address as a party may designate in writing.

IN WITNESS WHEREOF, this Agreement is executed by Dealer on the date shown by Dealer’s signature below, delivered to Cambridge Acceptance, and then accepted by Cambridge Acceptance on the Effective Date shown below.

Schedule 1
Representations and Warranties

Effective Date Representations

1. Dealer is duly organized, validly existing, and in good standing under the laws of the state where it was organized or created and, if necessary, qualified as a foreign entity in the state where its motor vehicle business is located.
2. Dealer has the power and authority to execute and deliver this Agreement, each Assigned Contract, the related Required Documents, and each Assignment and to perform its obligations hereunder.
3. Neither Dealer’s execution, delivery, or performance of this Agreement, nor the consummation of the transactions contemplated, will:
   • (a) Violate Dealer’s formation or governing documents, any contract or agreement, or any Law.
   • (b) Result in any lien or encumbrance on Dealer’s assets.
   • (c) Result in loss or adverse modification of any license or authorization held by Dealer.
4. All information provided by Dealer to Cambridge Acceptance is true, correct, and complete.
5. Dealer holds all licenses and authorizations required to perform under this Agreement and to enter into and enforce the Contracts.

Assigned Contract Representations

1. Dealer is not in default of its obligations under this Agreement and has complied with all conditions specified in Cambridge Acceptance’s Approval to purchase the Assigned Contract.
2. The Assigned Contract is valid, enforceable, and arises from a bona fide sale of goods or services.
3. The Vehicle and Additional Products described in the Assigned Contract are free and clear of all liens and encumbrances at the time of sale.
4. Dealer has verified the identity of each Borrower and confirmed the authenticity of their signatures.
5. Dealer has disclosed all material facts and provided all required disclosures to Borrowers.
6. The Vehicle is insured against fire, theft, and collision with Cambridge Acceptance named as loss payee.

Schedule 2
Product Line Addendum

Product Type:

Vehicle Financing and Additional Products.

Administrator:

Cambridge Acceptance Corp.

Terms:

This Addendum is part of the Dealer Agreement between Cambridge Acceptance and Dealer. It authorizes Dealer to market Cambridge Acceptance’s programs to prospective Customers, following the terms and conditions of the Dealer Agreement and this Addendum.

Exhibit A
Form of Assignment

This assignment form is used to transfer all rights, title, and interest in an Assigned Contract from Dealer to Cambridge Acceptance. Dealer agrees that this Assignment includes all Required Documents and acknowledges Cambridge Acceptance as the lawful owner of the Assigned Contract.

Survival of Obligations
The termination of this Agreement does not affect either party’s duties and obligations concerning any outstanding Assigned Contract. Sections 1, 4–21, and all representations, warranties, indemnities, and other provisions that are, by their nature, intended to survive termination will remain in full force until all Assigned Contracts are irrevocably paid in full.

Further Assurances
Dealer agrees to promptly correct, sign, or deliver any documents or Required Documents as requested by Cambridge Acceptance to confirm or perfect its interests in any Assigned Contract or to carry out the purposes of this Agreement.

Waivers and Remedies

1. No Waiver by Delay. No delay or omission by Cambridge Acceptance in exercising any rights under this Agreement shall operate as a waiver of those rights, except when expressly waived in writing.

2. Cumulative Remedies. No remedy in this Agreement is intended to be exclusive. Every right or remedy is cumulative and in addition to all other rights and remedies provided by law or equity.

3. Specific Default Remedies. If Dealer fails to fulfill any obligations under this Agreement, Cambridge Acceptance may:

   • (a) Terminate the Agreement.
   • (b) Void any Approvals for which payments have not yet been made.
   • (c) Recover costs associated with repossession, reconditioning, or sale of Assigned Vehicles.

Notices
All notices, demands, and communications required under this Agreement must be in writing and delivered personally, via certified mail, or overnight courier to:
Cambridge Acceptance Corp
1010 10th Ave N.,
Lake Worth Beach, FL 33460
Email: [email protected]
Phone: +1 (561) 895-0000

Dealer must notify Cambridge Acceptance of any changes to its contact details or business operations as described in the Agreement.

Acknowledgments and Independent Contractor Relationship
Dealer acknowledges:

1. It has read, understands, and agrees to the terms of this Agreement.
2. It has had the opportunity to consult its own legal counsel.
3. This Agreement does not create any employment, partnership, or joint venture relationship. Dealer remains an independent contractor.

Governing Law and Jurisdiction
This Agreement shall be governed by the laws of the State of Florida. Any disputes shall be exclusively resolved in the courts of Palm Beach County, Florida. Both parties consent to this jurisdiction and waive any objections related to venue or inconvenient forum.

Limitation of Liability
In no event shall Cambridge Acceptance be liable for special, indirect, incidental, or consequential damages arising out of this Agreement. This limitation applies to all claims, whether based on contract, warranty, negligence, or any other legal theory.

Execution and Counterparts
This Agreement may be executed in counterparts, and electronic signatures are valid and binding as though they were originals.

Entire Agreement
This Agreement, including all schedules, exhibits, and addenda, constitutes the entire understanding between the parties. It supersedes all prior discussions, agreements, or understandings related to its subject matter.

IN WITNESS WHEREOF, this Agreement is executed by the Dealer and Cambridge Acceptance Corp as of the Effective Date.