Car Hangout Vendor Agreement

Effective Date: September 4, 2025

This Vendor Agreement ("Agreement") is entered into between Car Hangout, LLC ("Car Hangout," "we," "our," or "us") and the vendor ("Vendor," "you," or "your") who registers to participate in the Car Hangout Vendor Lane ("Vendor Lane") program on the Car Hangout mobile application and related services ("App").

By registering as a Vendor on Car Hangout, you agree to the following terms:

1. Vendor Participation

• Vendor Lane is a feature of the Car Hangout App that allows businesses to connect with Car Hangout users ("Members") by offering automotive-related products and services.
• Participation is a privilege, not a right. Car Hangout reserves the discretion to approve or deny vendor applications.

2. Vendor Conduct & Professionalism

• Vendors must treat all Car Hangout Members with respect, fairness, and professionalism.
• Vendors agree to respond to Member inquiries and service requests in a timely and courteous manner.
• Harassment, abusive behavior, or discriminatory practices toward Members will result in suspension or removal from Vendor Lane.

3. Member Discounts

• As a condition of participation, Vendors agree to provide active Car Hangout Members with a discount on their goods or services.
• The discount percentage is based on the value selected by the Vendor during Vendor Lane signup and will be displayed to Members within the App.
• Vendors must honor the discount for all active Car Hangout Members who present proof of membership.
• Vendors may not reduce or revoke the discount during the active term of their Vendor Lane participation without Car Hangout's written approval.
• Vendors may, at their discretion, offer additional discounts or promotions within the Vendor Lane to boost sales and support the community.
• No Price Manipulation: Vendors may not artificially increase prices and then apply discounts in a way that misleads Members.

4. Vendor Lane Fees & Membership

• Vendor Lane is launched as a free feature to support early adoption.
• Car Hangout reserves the right to implement or adjust Vendor Lane membership fees based on market trends.
• Vendor Lane membership fees will range from $5.99 to $9.99 per month.
• Vendors will be notified of pricing changes and given the option to remain active or discontinue their Vendor Lane participation without penalty.
• All membership fees, once paid, are non-refundable except where required by law.

5. Advertising & Promotion

• Vendor Lane participation does not permit Vendors to advertise or promote directly through the DriveBy feed.
• Any advertising outside of Vendor Lane must be coordinated through Car Hangout's advertising and marketing team under separate agreements.
• Vendors who wish to reach more Members may purchase boosted placement options within Vendor Lane or offer additional community discounts.
• Vendors may not use Car Hangout's trademarks, logos, or branding in marketing materials without prior written consent.

6. Vendor Placement

• Vendor placement within the Vendor Lane is determined by community reviews and geographic location to ensure fair visibility for Members.
• Car Hangout does not engage in throttling, artificial ranking adjustments, or manipulation of Vendor placement.
• Car Hangout reserves the right to moderate or remove fraudulent, abusive, or spam reviews to protect the integrity of Vendor rankings.

7. Vendor Responsibility

• Vendors are solely responsible for the accuracy of their listings, including pricing, descriptions, terms of service, warranties, returns, and availability.
• Vendors must comply with all applicable consumer protection, advertising, and business laws.
• Vendors are responsible for resolving disputes, refunds, or service issues directly with Members. Car Hangout is not a party to such transactions.
• Vendors may not use the Car Hangout platform to circumvent Vendor Lane (e.g., diverting Members off-platform to avoid fees, discounts, or rules).

8. Data Protection & Privacy

• Vendors may not misuse, sell, or share Member data obtained through Car Hangout.
• Any data shared by Members with Vendors may only be used to complete transactions or provide services.
• Unauthorized data use will result in termination from Vendor Lane and possible legal action.

9. Fraudulent or Unlawful Activity

• Vendors must not engage in scams, fraudulent listings, or illegal activities.
• Car Hangout may suspend or terminate Vendors under investigation for fraud, unlawful conduct, or activity that harms Members or the community.

10. Licenses, Permits & Insurance

• Vendors are solely responsible for maintaining all necessary business licenses, permits, certifications, and insurance coverage required to operate legally.
• Car Hangout does not verify or guarantee Vendor compliance with such requirements.

11. Taxes & Reporting

• Vendors are responsible for collecting, reporting, and remitting any applicable taxes, duties, or fees related to their transactions with Members.
• Car Hangout is not responsible for tax reporting or compliance on behalf of Vendors.

12. Independent Contractor Status

• Vendors are independent businesses and are not employees, partners, agents, or representatives of Car Hangout.
• Nothing in this Agreement creates a joint venture, partnership, or employment relationship between Vendors and Car Hangout.

13. Car Hangout's Role

• Car Hangout provides the Vendor Lane as a platform to connect Vendors with Members.
• Car Hangout does not endorse, guarantee, or assume liability for any Vendor's products, services, promotions, or conduct.
• Car Hangout reserves the right to remove Vendor listings, suspend accounts, or terminate participation if Vendors violate this Agreement, our Community Guidelines, or applicable laws.

14. Force Majeure

Car Hangout will not be held liable for any delay, suspension, or interruption of Vendor Lane services due to circumstances beyond its reasonable control, including but not limited to natural disasters, power outages, cyberattacks, strikes, or government actions.

15. Indemnification

Vendors agree to indemnify, defend, and hold harmless Car Hangout, its officers, employees, and affiliates from any claims, damages, or liabilities arising out of their products, services, conduct, or breach of this Agreement.

16. Termination

• Car Hangout may suspend or terminate a Vendor's participation in Vendor Lane at any time for violations of this Agreement or actions harmful to the community.
• Termination may include removal of Vendor listings and revocation of Vendor privileges.

17. Governing Law & Dispute Resolution

• This Agreement is governed by the laws of the State of Florida, United States.
• Any disputes will be resolved through binding arbitration in Miami-Dade County, Florida, under the rules of the American Arbitration Association.
• Vendors waive any right to a jury trial or class action.

18. Entire Agreement, Severability & Survival

• If any provision of this Agreement is found invalid or unenforceable, the remaining provisions will remain in effect.
• This Agreement, together with Car Hangout's Terms & Conditions, Privacy Policy, EULA, and Community Guidelines, constitutes the entire agreement between the parties regarding Vendor Lane participation.
• Provisions relating to indemnification, liability, taxes, data protection, and independent status shall survive termination of this Agreement.

19. Acknowledgment

By registering as a Vendor, you acknowledge and agree that:

• Vendor Lane participation is a privilege, not a right.
• You will treat all Members with professionalism and respect.
• You will honor the discount percentage selected at signup for all active Car Hangout Members.
• Membership pricing may change between $5.99–$9.99/month, and you may discontinue participation if you do not accept updated pricing.
• Vendor Lane participation does not permit advertising through DriveBy feed; advertising outside of Vendor Lane must be arranged separately with Car Hangout.
• Placement is based on reviews and location, not throttling or manipulation.
• Reviews belong to Members, and Car Hangout may moderate fraudulent reviews.
• You will not misuse Car Hangout's trademarks, logos, or branding without consent.
• You will not attempt to circumvent Vendor Lane rules or fees.
• You will maintain necessary business licenses, permits, and insurance.
• You are responsible for collecting and remitting taxes on your transactions.
• You operate as an independent business, not as a Car Hangout employee or partner.
• You indemnify Car Hangout against claims relating to your products, services, or conduct.
• You remain bound by Car Hangout's other agreements and policies.