Subject to these terms and conditions, purchasers of eligible, badged vehicles on OVE and UpsideDirect.com may receive a complimentary DealShield 21-Day Return Guarantee (the “Promotion”), sponsored by Manheim Remarketing, Inc. on behalf of itself and its auction affiliates (each a “Sponsor”) redeemable by buyers of those vehicles. Vehicles selected by Manheim for inclusion in the Promotion are subject to the terms and conditions (the “Terms”) below, which shall be supplemental, and additional to (and not in lieu of) DealShield’s full terms and conditions. The DealShield terms and conditions can be found atdealshield.com/terms-conditions.

BASIC PROMOTION TERMS AND CONDITIONS (T&C)

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 The Promotion Works

The Promotion is available to the Participating Dealership, as defined below. The Promotion entitles the Participating Dealership to return a Promotion Vehicle, as defined below, for any reason* and receive reimbursement for 100% of purchase price and the OVE buy fee (the “Benefit”), subject to the restrictions in these T&Cs. Notwithstanding anything to the contrary herein, Manheim, Sponsors, and/or DealShield reserves the right, in their sole and absolute discretion, to remove a vehicle from the Promotion at any time, including, but not limited to, after the sale of the vehicle.

Promotion Terms and Conditions (T&C)

• Selected inventory only. Manheim will select certain vehicles meeting the applicable Vehicle Eligibility Requirements, set forth below, for inclusion in this Promotion. Not all vehicles meeting such Vehicle Eligibility Requirements will be selected to participate in the Promotion. Vehicles selected for participation in the Promotion will receive the DealShield Badge on the OVE or Upside Direct listing indicating their inclusion in the Promotion (each a “Promotion Vehicle”).
• Availability. The Promotion is only available for purchased vehicles facilitated by Manheim.
• Return limits apply. Buyers may return up to three (3) Promotion Vehicles for every ten (10) Promotion Vehicles purchased, and up to a total of (10) Promotion Vehicles may be returned during each Promotion Period.
• Manheim reserves the right to modify or discontinue the Promotion, in its sole discretion, at any time.

Promotion Vehicle Eligibility Requirements specific to Manheim Express:

Vehicles must-

• Be selected by Manheim to participate in the Promotion and have the DealShield badge
• be purchased with an inventory source 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 $100,000 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

Promotion Vehicle Eligibility Requirements specific to Upside Direct:

Vehicles must-

• Be selected by Manheim to participate in the Promotion and have the DealShield Badge
• 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

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

ELIGIBLE DEALERSHIPS

The Promotion is open only to automobile dealerships that (i) have a valid AuctionACCESS membership number (“5 Million Number”) throughout the entire Promotion Period; (ii) are invited by Sponsor to participate in this Promotion; (iii) have not been previously excluded from coverage by DealShield; and (iv) are not otherwise excluded from coverage per DealShield’s Terms & Conditions (each, a “Participating Dealership”).

MISCELLANEOUS

This Promotion is subject to all applicable laws and regulations.

Receiving a Benefit 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 BENEFITS OF THIS PROMOTION 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. Sponsor, Manheim, and its affiliates disclaim any and all liability or responsibility for disputes arising between a Participating Dealership and the Individual Person who made the eligible purchase on behalf of such Participating Dealership.

NO OTHER PROMOTIONS ALLOWED

No other auction or seller promotions are allowed for the Promotion Vehicles in the applicable sales channels (this includes but is not limited to drawings, giveaways and incentives/offers of any kind).

ADDITIONAL REWARD TERMS

Participating Dealerships are not eligible for anything beyond the Benefit offered under this Promotion.

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, MANHEIM REMARKETING, INC., AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, INCLUDING, BUT NOT LIMITED TO COX AUTOMOTIVE, INC., 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 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).

Sponsor, Manheim, DealShield or their affiliates reserve the right, in their sole discretion, to suspend, modify, or terminate the Promotion at any time for any reason or no reason.

PRIVACY AND WEBSITE TERMS

The collection, use, and sharing of your information is subject to Manheim’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.

QUESTIONS

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

*Does not include any act of God, fire, flood or other weather-related event, earthquake, riot, insurrection, sabotage, war, terrorism, or any other cause beyond Manheim’s reasonable control.