1. Program Overview
   The Cosmo Kat Kash Program (the “Program”) is a retail sell-through incentive program operated exclusively by Tire Group International, LLC (“TGI”), a Delaware limited liability company headquartered in Miami, Florida. The Program is structured as a purchase-price rebate and volume discount program intended to provide dealers with reductions to the net price of qualifying Cosmo Tires products, and any credits or payments issued under the Program represent adjustments to the prices paid for those purchases. The Program is designed to reward authorized Cosmo Tires dealers for genuine retail sales to end consumers. By enrolling in the Program, the participating dealer (“Dealer”) agrees to be bound by these Terms and Conditions directly with TGI, regardless of whether the Dealer was introduced to the Program through a TGI wholesale partner or any other third party. No wholesale partner, distributor, or other intermediary has authority to modify, waive, or supplement these Terms and Conditions on TGI’s behalf.
2. Eligibility and Authorization
   Participation in the Program is limited to dealers expressly authorized by TGI. Authorization is determined solely by TGI in its discretion and may be granted, denied, conditioned, suspended, or revoked at any time. A Dealer’s relationship with any TGI wholesale partner does not confer authorization under this Program, and wholesale partners have no authority to authorize participation on TGI’s behalf. TGI reserves the right to establish separate participant tiers or categories, including installer networks or other program structures, at its sole discretion in the future. Enrollment in the current Program does not confer eligibility for any future program tier. As a condition of enrollment, Dealer must identify its entity type and classification and certify that it is enrolling as a business entity. TGI reserves the right to require additional documentation confirming entity status prior to issuing any rebate payment.
3. Qualifying Sales
   Only bona fide retail sales of Cosmo Tires products to end-user consumers qualify for Program rebates. The following activities do not qualify and constitute a violation of these Terms, regardless of how they are characterized or documented:
   • Wholesale or sub-distribution of Program-eligible product to other resellers
   • Transfers of product between related or affiliated entities for purposes of generating rebate credit>
   • Internal transfers or self-dealing transactions
   • Artificial inflation of sell-through by any means
   • Any other activity inconsistent with genuine retail sell-through to an end consumer
   TGI reserves the sole right to determine whether any activity is consistent with the intent of the Program.
4. Sell-Through Verification and Documentation
   Rebate eligibility is conditioned on Dealer’s submission of sell-through documentation in a format and through a channel designated by TGI. TGI may require, at its discretion, proof of retail sale including but not limited to point-of-sale records, installation documentation, job tickets, or photographic evidence. Failure to submit required documentation within the time period specified by TGI will result in forfeiture of rebate credit for the applicable sales period. TGI’s internal sales records and purchase history data may be used by TGI as an independent baseline for verification but do not create any obligation to approve rebate payments where supporting documentation is insufficient.
5. Audit Rights
   TGI maintains the right, at any time and in its sole discretion, to review Dealer activity including purchasing patterns, inventory flow, sell-through records, and any other data necessary to validate Program compliance. Upon written request by TGI, Dealer shall provide supporting business records within fifteen (15) business days, in a format reasonably specified by TGI. Failure to respond within this period, or inability to substantiate legitimate retail activity, constitutes a material breach of these Terms and shall result in immediate suspension of Program participation and forfeiture of any pending rebate amounts. Dealer’s Program participation and any related business records may be subject to audit by TGI or a third party designated by TGI for a period of three (3) years following the last transaction under the Program.
6. Rebate Payments and Approval
   Rebate payments are subject to TGI’s review and final approval and are not earned until approved. Kat Kash rebates are earned solely by purchasing qualifying Cosmo Tires products during the applicable program period. No services, promotional activities, marketing obligations, exclusivity commitments, or other acts are required to earn a rebate under this Program, and no such requirements will be implied. Rebates are calculated pursuant to an objective, volume-based formula established by TGI and communicated to Dealers at enrollment or through the Program portal. A Dealer may elect to receive earned rebates as (a) a credit memo applied against current or future Cosmo Tires purchases, or (b) a prepaid card, as elected at the time of redemption. In either case, both payment forms represent settlement of the same purchase-price rebate earned under the Program, and the form of payment does not alter the nature of the rebate as a reduction of the price paid for qualifying Cosmo Tires products.
   TGI reserves the right to adjust, delay, deny, or withhold rebate payments where activity appears inconsistent with Program intent, where documentation is insufficient, or where fraudulent or manipulative conduct is suspected. TGI may pause payments during any review or investigation without obligation to release funds until the review is completed. In the event TGI determines that previously issued rebate payments were made based on ineligible activity, TGI reserves the right to recover those amounts. Dealer consents to TGI offsetting any amounts owed to TGI under this provision against future rebate payments or other amounts owed to Dealer, without further notice. Participation in the Program does not create any vested right to rebate payments or continued participation.
7. Tax Compliance
   TGI intends to treat Kat Kash rebates as purchase-price adjustments rather than compensation or payments for services, consistent with applicable IRS guidance on trade discounts and volume rebates. Dealer is solely responsible for its own tax reporting obligations and should consult its tax advisor regarding the treatment of rebate amounts received under the Program. TGI reserves the right to request entity classification or tax documentation from any Dealer prior to issuing a rebate payment.
8. Program Confidentiality
   The terms, structure, rebate rates, verification procedures, audit results, and any findings related to Dealer’s participation in the Program are confidential. Dealer agrees not to disclose any such information to third parties without TGI’s prior written consent. This obligation survives termination of Dealer’s Program participation.
9. Violations and Remedies
   If TGI determines, in its sole judgment, that a Dealer has violated the terms or intent of the Program, TGI may take any action it deems appropriate, including without limitation: disqualification from the Program; forfeiture of all unpaid rebates; recovery and offset of previously issued rebate payments; removal from eligibility for future TGI incentive programs; and referral of the matter to appropriate authorities if fraud or criminal conduct is implicated. These remedies are cumulative and not exclusive.
10. Limitation of Liability
    TGI’s total liability to Dealer under or in connection with the Program, regardless of the form of action, shall not exceed the total rebate amounts actually earned and approved but unpaid to Dealer at the time the claim arises. In no event shall TGI be liable for any indirect, consequential, incidental, special, or punitive damages arising from or related to the Program, even if advised of the possibility of such damages.
11. Program Modification and Termination
    TGI reserves the right to modify, suspend, or terminate the Program, in whole or in part, at any time, including changes to eligibility criteria, rebate structure, payout methodology, or documentation requirements. Changes will be communicated through the Program portal or by direct notice to enrolled Dealers. Continued participation following notice of changes constitutes acceptance of the modified terms. Termination of the Program does not entitle Dealer to any compensation for anticipated future rebates.
12. Dispute Resolution
    Prior to initiating any legal proceeding, Dealer must provide TGI with written notice of the dispute and allow thirty (30) days for TGI to respond. Any dispute arising from or relating to the Program that cannot be resolved informally shall be submitted to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, with proceedings conducted in Miami-Dade County, Florida. DEALER EXPRESSLY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE PROCEEDING OF ANY KIND. The arbitrator’s decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
13. Governing Law and Venue
    These Terms and Conditions are governed by the laws of the State of Florida, without regard to its conflict of law provisions. To the extent any proceeding is brought in court, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in Miami-Dade County, Florida.
14. General Provisions
    These Terms and Conditions, together with any enrollment confirmation issued by TGI, constitute the entire agreement between TGI and Dealer with respect to the Program and supersede all prior representations, discussions, and agreements relating to the subject matter hereof. No TGI sales representative, wholesale partner, or other third party has authority to modify these Terms. Electronic acceptance of these Terms through TGI’s online enrollment process constitutes a legally binding agreement to the same extent as a written signature. TGI maintains records of electronic acceptance and the date of enrollment. If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.

ACCEPTANCE