Dealer Participation Agreement

This Dealer Participation Agreement (“Agreement”) is between Keyzi, LLC (“Keyzi”) and the franchised dealership (“Dealer”) applying for or operating an account on the Keyzi platform. This Agreement is in addition to and incorporated into Keyzi’s Terms of Service.

Participation on Keyzi is a privilege, not a right. Keyzi reserves the right to approve, reject, suspend, or remove any dealer at its sole discretion to maintain the integrity and trustworthiness of the marketplace.

To participate on Keyzi, you must:

• Be a franchised new vehicle dealership authorized to sell the brands listed in your account
• Have a valid dealer license in the state(s) in which you operate
• Have an authorized representative complete and submit the dealer application
• Maintain an active Keyzi subscription during participation (see Section 9)
• Not be currently suspended or permanently removed from the Keyzi platform

Keyzi does not currently accept independent used car dealers, broker dealers, or businesses that are not franchised new vehicle dealerships.

Keyzi’s core value proposition to buyers is honest, invoice-aligned pricing. As a condition of participation, you agree to the following pricing requirements:

All dealer inventory listings must meet the following standards before submission for review:

• Accurate vehicle information: year, make, model, trim, VIN, color, drivetrain
• A valid, genuine invoice proof document uploaded to the listing
• At least one high-quality photo of the actual vehicle
• MSRP and all fee components accurately entered
• Listings must be for vehicles you currently own or have on allocation

Listings for vehicles not yet in your physical inventory must be clearly identifiable as allocation units. Keyzi reserves the right to require additional documentation for any listing at any time.

Keyzi reviews invoice documentation as part of the listing approval process. As a participating dealer, you agree to:

• Upload genuine, unaltered factory invoices or dealer invoice documentation
• Cooperate with Keyzi's review process and respond to requests for additional documentation
• Notify Keyzi promptly if pricing information in an approved listing becomes inaccurate
• Submit revised listings when inventory pricing changes materially

Submission of falsified, altered, or fabricated invoice documentation constitutes fraud and will result in immediate permanent removal and referral to appropriate authorities.

In addition to the prohibited conduct outlined in the Terms of Service, dealers specifically may not:

• Submit offers for vehicles you do not carry or intend to sell
• Upload invoices for a different vehicle than the one listed
• Refuse to honor a submitted OTD price without legitimate cause
• Add mandatory fees at point of sale not disclosed in the submitted offer
• Attempt to pressure, deceive, or mislead buyers regarding Keyzi verification status
• Submit offers under multiple accounts for the same buyer request
• Share or transfer your dealer account credentials to unauthorized personnel
• Initiate false or unwarranted chargebacks against Keyzi

Keyzi maintains an integrity score for each dealer account (starting at 100). Violations reduce the integrity score based on severity:

• Minor violations: failure to respond to revision requests, administrative issues
• Major violations: pricing discrepancies at point of sale, undisclosed add-ons
• Critical violations: bait-and-switch, fraudulent documentation, persistent non-compliance

Violations are reviewed and assigned by Keyzi’s moderation team. Dealers are generally notified of violations and given an opportunity to respond, except in cases of clear fraud or immediate safety concerns where summary action is warranted.

Three or more major violations within a 12-month period may result in suspension or permanent removal from the platform. Keyzi reserves the right to take immediate action regardless of violation count in cases of serious misconduct.

Keyzi has the right, at its sole discretion, to:

• Reject any listing, offer, or submitted documentation
• Request revisions to listings before or after approval
• Remove approved listings at any time if concerns are identified
• Suspend a dealer account pending investigation
• Permanently remove a dealer from the platform for any material violation
• Adjust the integrity score and violation count at any time based on new information

Moderation decisions are not subject to reversal or appeal unless Keyzi determines that a clear administrative error was made. We will make reasonable efforts to resolve disputes in good faith.

Participation on Keyzi requires an active monthly subscription. Access to listing creation, listing submission, offer submission, and all deal-generating features requires a paid subscription in good standing.

Subscription billing is governed by the Subscription Terms, which are incorporated into this Agreement by reference. Lapse of subscription for non-payment will result in suspension of platform access until billing is resolved.

Keyzi reserves the right to grant or revoke subscription requirements at its discretion for specific accounts (e.g., promotional accounts, enterprise arrangements).

Either party may terminate this Agreement with or without cause. Dealer-initiated termination is accomplished by canceling your subscription through the Stripe Customer Portal and ceasing use of the dealer platform.

Keyzi-initiated termination for cause (fraud, major violations, non-payment) may be immediate with or without notice. Termination for convenience will generally be accompanied by reasonable advance notice where practical.

Upon termination, your listings will be removed from the marketplace. Any obligation to honor pricing for deals already unlocked by buyers at the time of termination remains in effect for the applicable 7-day window.

Initiating unauthorized or false chargebacks against Keyzi for subscription fees or services that were legitimately provided constitutes a material violation of this Agreement and may result in immediate account removal and collection action.

For legitimate billing disputes, contact us at billing@keyzi.co before initiating a dispute with your card issuer. We will investigate and resolve legitimate disputes in good faith.

Keyzi is not liable for dealer actions, representations made to buyers, the accuracy of dealer-submitted pricing, or the outcome of vehicle transactions. Each dealer is solely responsible for their own conduct, representations, and compliance with applicable law.

Keyzi’s total liability to a dealer for any claim under this Agreement shall not exceed the amount paid by that dealer to Keyzi in the 3 months preceding the claim.

For questions about this Agreement, dealer compliance, or account status:

Keyzi, LLC
dealers@keyzi.co