Terms-and-conditions

1. PROGRAM OVERVIEW

The NESNA Incentive Program (“Program”) is designed to reward Finance & Insurance (“F&I”) Managers for
measured growth in the sales of NESNA-branded protection products. Participation is entirely voluntary and subject
to these Terms & Conditions. The Program links achievements to rewards while supporting dealerships in driving
product penetration, revenue growth, and employee retention. The Program runs in Contest Periods, as identified
within the Incentive Portal, a cloud-based interactive platform provided by the Program Manager that reflects the
most up-to-date information about the Program.

2. DEALERSHIP ENROLLMENT & OBLIGATIONS

• Individuals authorized by the dealership are responsible for reviewing and assigning contracts within the
  Incentive Portal.
• If a contract is not assigned to an F&I Manager within ninety (90) days, the contract will not qualify for
  any Incentives under this Program.
• Dealers/F&I Managers cannot change Tiers, as described below, during an active Contest Period.

3. F&I MANAGER ENROLLMENT & OBLIGATIONS

• F&I Managers must be employed at an enrolled dealership and individually register through the Incentive
  Portal.
• F&I Managers may only receive credit for contracts that they have personally sold that were entered into
  the Incentive Portal; self-assignment of contracts not directly sold by the F&I Manager is strictly
  prohibited.
• Each F&I Manager must:

  – Provide complete and accurate personal information.

  – Submit a valid IRS Form W-9.

  – Obtain approval from their dealership for participation in the Program.

• F&I Managers must be active employees as of the 1st day of a given Contest Period and on the scheduled
  payout day to qualify.
  – Example: employment beginning on the 15th does not grant eligibility until the following
  Contest Period.
• If an F&I Manager is not an active employee of the enrolled dealership at the time of payout, no Incentive
  payouts will be made.

4. ELIGIBLE CONTRACTS

• Only contracts sold, remitted, paid, and dated within each Contest Period qualify.
• Contracts must be remitted within a month from the close of the Contest Period to be eligible for Incentive
  payouts.
• Contracts voided during a Contest Period or within 72 hours after the Contest Period is completed are not
  eligible for Incentives and shall not be counted towards a Target.
• Effective date of the contract is used for qualification and calculation of the timeframes described in the
  Program.

5. INCENTIVE STRUCTURE

Dealership Tiers & Targets

The Targets for each dealership are reflected in the Incentive Portal and are based on the dealership’s Tier. The
Tier and the applicable sales growth Targets are determined based on the dealership’s historic performance.

The Portal will identify for each dealership the following:

• “Baseline”, meaning the average number of contracts sold by a specific dealership per Contest
  Period, which is calculated using the average for the previous three Contest Periods and other factors when a
  dealership initially enrolls in the Program.
• “Low Target” and “High Target”, meaning a percentage increase in contract sales compared to
  the Baseline.
• “Special Target”, meaning a dealership-specific, one-time, or another unique objective
  identified for high-volume dealerships.

Incentive payouts begin only after a Target is achieved. For example, with a Baseline of 100 contracts, the
threshold for the Low Target is 105 contracts (5% increase) for Incentive payout eligibility, and incentives begin
with the 106th contract sold.

The Tiers and Targets are subject to change in the Program Manager’s and NESNA’s discretion. Please refer to the
Portal for the most up-to-date information.

The amount of the Incentive available to a dealership for reaching a specific Target within a Contest Period is
communicated through the Incentive Portal.

Product-Level Incentives

In addition to the Target Incentive payouts described above, once a dealership’s Target is achieved, certain
product-level Incentives may be applicable for eligible contracts sold during the Contest Period, if so, indicated
in the Incentive Portal.

The product-level Incentives and Incentive amounts are subject to change within the Program Manager’s discretion.
Please refer to the Incentive Portal for the most up-to-date information.

6. PAYMENT TERMS AND PROCESSING

• Incentive payouts will be issued via a program payment facilitator (“PPF”) designated by the Dealer Owned
  Warranty Company, LLC (“Program Manager”), which is subject to change at Program Manager’s exclusive discretion
  at any time.
• All Incentive payout processing activities are subject to the PPF’s terms and conditions.
• Payouts are made directly to the F&I Managers or other personnel designated by a dealership (“Incentive
  Payee”).
• Payouts are calculated monthly and issued when calculable, which typically occurs during the calendar month
  following the Contest Period when eligible contracts were remitted.
• Payouts are not subject to chargeback after ninety (90) days from the contract’s effective date.
• Paid Incentives for any contracts that are cancelled within ninety (90) days from the contract’s effective
  date shall be netted off from the Incentives payable for the subsequent Contest Period.
• Incentive Payees will receive Incentive payouts via reloadable debit cards with the option of transferring
  said Incentive payouts to other accounts or payment methods as permitted by the PPF. Such transfers may be
  subject to fees as determined by the PPF’s terms and conditions. NESNA and the Program Manager are not
  responsible for any transfer or other fees payable by Incentive Payees.
• The PPF may assess a monthly service fee after ninety (90) days of inactivity of the reloadable debit card
  and/or Incentive Payee’s account, which will be deducted from the Incentive Payee’s account balance. Incentive
  Payee is solely responsible for such fees.
• Incentive Payee must satisfy the terms and conditions of the Program and may be responsible for any fees
  incurred due to non-compliance. NESNA is not responsible for such fees.
• Program Manager reserves the right to adjust payouts for errors, cancellations, or unqualified contracts.

7. TAXES & REPORTING

• Incentives are considered taxable income.
• Program Manager or PFF will issue IRS Form 1099 for participants when required under applicable rules and
  regulations.
• Participants are solely responsible for tax reporting and compliance.
• NESNA and/or Program Manager shall bear no responsibility for any resulting tax liability or non-compliance by
  Incentive Payees.

8. COMPLIANCE & TERMINATION

• All sales must comply with NESNA product guidelines, dealership policies, and applicable federal and state
  laws.
• Incentive payouts cannot be sold, transferred or assigned by the Incentive Payee.
• Fraud, misrepresentation, or non-compliance may result in forfeiture of Incentives, termination of
  participation, and/or legal action.
• NESNA and/or Program Manager may amend, suspend, or terminate the Program at any time without prior notice.

9. GOVERNING LAW AND DISPUTES

These Terms are governed by the laws of the State of New Jersey, without regard to conflict-of-law principles.
Any disputes arising from or related to the F&I Managers’ or dealerships’ participation in the Program or use
of the Incentive Portal, including interpretation and enforcement of the terms of the Program shall be mediated
before a mediator who is a retired judge of the Superior Court of New Jersey or U.S. District Court for the
District of New Jersey. Mediation shall be binding and take place in Morris County, New Jersey, or remotely when
agreed to by all Parties. The Parties hereto agree that the mediation process described herein is not arbitration
and may result in a mediator’s binding opinion. If the parties do not successfully negotiate a resolution, the
parties hereto grant the mediator the authority to resolve any disputes not settled by the mediation, and the
resulting decision or award may be regarded as a settlement agreement and enforced accordingly.

10. DISCLAIMER

Dealerships, F&I Managers, and other Incentive Payees acknowledge and agree that participation in the Program
is voluntary and at their own risk. Program Manager and PPF make no representations or warranties, express or
implied, regarding the operation of the Program or the accuracy of information provided through the Incentive
Portal. Program Manager and NESNA may change the terms of the Program at any time, with or without notice, or
suspend the Program at their discretion.

11. ACKNOWLEDGEMENT

By enrolling in the NESNA Incentive Program, dealerships and F&I Managers and any other Incentive Payees
acknowledge that they have read, understood, and agree to NESNA Incentive Program Terms and Conditions.