FlipLane Co-op Membership Agreement — Version 1.0

This Membership Agreement ("Agreement") is entered into between FlipLane Co-op ("FlipLane", "we", "us", "our") and the individual applying for membership ("Member", "you"). By accepting this Agreement, you agree to the following terms and conditions governing your membership in the FlipLane dealer co-op.

1. Membership & Access

Upon payment of the $250 one-time membership fee and successful completion of the onboarding process (including ID verification, agreement acceptance, and certification), you will receive access to the FlipLane platform, dealer auction credentials, AI-powered tools, proprietary training materials, and the ByrddawgsOS system. Membership grants you the right to source, purchase, and flip vehicles through FlipLane's dealer network. Membership is non-transferable and tied to the individual who completed the application.

2. Confidentiality

You agree to keep all FlipLane operational processes, pricing strategies, dealer relationships, auction credentials, software tools, and proprietary systems strictly confidential. You may not share, disclose, reproduce, or otherwise distribute any FlipLane proprietary information with third parties. This obligation survives the termination of your membership indefinitely. Breach of this clause may result in immediate termination of membership without refund and may subject you to legal action.

3. Representations & Warranties

You represent and warrant that: (a) you are at least 18 years of age; (b) you have the legal right to enter into this Agreement; (c) all information provided in your application is accurate and truthful; (d) you will comply with all applicable laws and regulations relating to vehicle sales and commerce; (e) you are not currently under any legal prohibition that would prevent you from engaging in vehicle transactions; and (f) the identification document you submit accurately represents your identity.

4. Limitations of Liability

FlipLane provides tools, access, and infrastructure to facilitate vehicle transactions. We do not guarantee profits, specific deal outcomes, or vehicle availability. You acknowledge that vehicle flipping involves inherent market risk. FlipLane's total liability to you for any claim arising under this Agreement shall not exceed the amount of your membership fee ($250). FlipLane is not responsible for any indirect, consequential, special, or incidental damages arising from your use of the platform or participation in vehicle transactions.

5. Dispute Resolution

Any dispute arising under this Agreement shall be resolved through binding arbitration administered under the American Arbitration Association rules. You waive any right to bring claims as a class action or class arbitration. Arbitration shall take place in the jurisdiction where FlipLane operates. Judgment on the arbitration award may be entered in any court with jurisdiction.

6. Termination

FlipLane reserves the right to terminate your membership at any time for cause, including but not limited to: violation of confidentiality obligations, fraudulent activity, misrepresentation in your application, or illegal conduct. Termination for cause does not entitle you to a refund of your membership fee. You may voluntarily cancel your membership at any time, though no refunds will be issued after access has been granted.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction where FlipLane Co-op is incorporated, without regard to its conflict of law provisions. By accepting this agreement electronically, you acknowledge you have read and understood all terms above.