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Inventory (includes Floor Planning, VIN Decoder, Reconditioning)
Marketing (includes Website, Autotrader, Cars.com, Facebook...)
Sales Desk (includes Deals, Forms, Profit and Loss)
Service Desk (includes Parts, Order Management, Invoices)
Accounting and Reporting (always included)

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Service Contract

08/18/2017


Carsinia Software Service Agreement

Carsinia Software Service Agreement ("Agreement") is by and between Carsinia, Inc. ("Carsinia"), a California corporation and you, your heirs, assigns, agents and contractors ("You", "Your"). This Agreement sets forth the terms and conditions of Your use of Carsinia Software Applications ("Services"). By using the Services, You acknowledge You have read, understand and agree to be bound by all the terms and conditions of this Agreement, along with any new, different or additional terms, conditions or policies, which Carsinia may establish from time to time. If You are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions, in which case the terms "You" or "Your" shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this agreement and may not use the services. In addition to data entered by You on Your behalf, You also agree to be bound by the terms of this Agreement for data entered on Your behalf by anyone acting as Your Agent, and transactions entered into by anyone who uses the account You've established with Carsinia, whether or not the entries were on Your behalf. Each party represents and warrants that it has the legal power to enter into this Agreement.

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third-party beneficiaries to this Agreement.

This Agreement, including all exhibits and amendments, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Please review the Agreement periodically on the Carsinia website provided to you for additional terms and changes. Carsinia has the right to change or add to the terms of this Agreement, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Software, including but not limited to, terms, Internet based services, pricing, technical support options, and other product-related policies, at any time upon notice by any means Carsinia determines in its discretion to be reasonable, including posting information concerning such change on Carsinia portal home page. Your continued use of the Software after Carsinia's publication of any such changes shall constitute your acceptance of this Agreement as modified.

This agreement was last updated on October 10, 2010. It is effective between You and Us as of the date You accept this agreement.

Definitions

"Order Form" means the ordering documents for purchases hereunder, including addenda thereto, that are entered into between You and Us from time to time. Order Forms shall be deemed incorporated herein by reference.

"Purchased Services" means Services that You or Your Affiliates purchase under an Order Form.

"Services" means the online, Web-based applications and platform provided by Us via http://www.carsinia.com and/or other designated websites, that are ordered by You under an Order Form, including associated offline components and design and support related calls but excluding Third Party Applications.

"Users" means individuals who are authorized by You to use the Services, for whom subscriptions to a Service have been purchased, and who have been supplied user identifications and passwords by You (or by Us at Your request). Users may include but are not limited to Your employees, consultants, contractors and agents; or third parties with which You transact business.

"Malicious Code" means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

"Carsinia", "We," "Us" or "Our" means Carsinia, Inc., a California corporation.

"You" or "Your" means the company or other legal entity for which you are accepting this Agreement and Affiliates of that company or entity.

"Your Data" means all electronic data or information submitted by You pursuant to the start of the Purchased Services.

Purchased Services

Carsinia currently provides the Services to its customers for a monthly fee. Services include temporary use of Carsinia software applications and basic support, provided, however, You abide by the terms and conditions set forth herein and in each of Carsinia's policies and procedures set forth herein or posted on the Carsinia website from time to time. Carsinia provides basic support for Carsinia related technical issues but does not provide support for any non-Carsinia related technical or non-technical issues. Carsinia reserves the right to determine the definition, means and boundaries of basic support and any other support plans that may be included in Services in the future. Carsinia will make commercially reasonable efforts to keep Your Data intact and perform regular backups.

Unless otherwise specified, any data You enter on the Carsinia website pursuant to Carsinia Services during any subscription period will not be available outside of the context of Carsinia applications. Carsinia Services do not include data exports. If you choose to remove a feature from your subscription the related data entered into the Services will not be available.

Subject to the terms and conditions of this Agreement, Carsinia shall attempt to provide the Services for 24 hours per day, 7 days per week throughout the term of this Agreement. You agree that from time to time the Services may be inaccessible or inoperable for any reason, including, without limitation: (a) equipment malfunctions, (b) maintenance procedures and/or repairs that Carsinia may undertake from time to time, (c) migration of Carsinia servers, (d) outages related to the reliability of certain programming environments, and (e) causes beyond the control of Carsinia or that are not reasonably foreseeable by Carsinia, including, without limitation: interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion, other network failures, Internet service provider failures or delays, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems. Carsinia shall generally attempt to give prior notice of scheduled upgrades, maintenance or repairs by any means Carsinia determines in its discretion to be reasonable.

Carsinia shall make the Purchased Services available to You pursuant to this Agreement and the relevant Order Forms. You agree that Your purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Carsinia regarding future functionality or features.

Terms of Use

Each party shall provide or use the Purchased Services only in accordance with applicable laws and government regulations. You shall not permit Users to access or use Services in any unlawful manner. Each party warrants that it shall not transmit any Malicious Code (except for Malicious Code previously transmitted to the warranting party by the other party).

You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

You shall (i) be responsible for Users' compliance with this Agreement, (ii) be solely responsible for the accuracy, quality, integrity and legality of Your Data and of the means by which You acquired Your Data and any/all data displayed through Your website sales frame, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Us promptly of any such unauthorized access or use.

You shall not (a) make the Services available to anyone other than Your Users, (b) sell, resell, rent or lease the Services, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, (f) attempt to gain unauthorized access to the Services, features, their related systems or networks, or use our Services as an "open relay" or similar purposes.

Unless otherwise specified in the applicable Order Form, (i) Services are purchased as User subscriptions and may be accessed by no more than the specified number of Users, and (ii) additional User subscriptions may be added during the subscription term according to the pricing policy used by Carsinia at that time. User subscriptions are for designated Users and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Services.

You warrant that Your Data does not and shall not contain any content, materials, data, work, trade or service mark, trade name, link, advertising or services that actually or potentially violate any applicable law or regulation or infringe or misappropriate any proprietary, intellectual property, contract or tort right of any person.

Warranties and Liabilities

Except as explicitly provided herein, neither party makes any warranties of any kind, whether implied, statutory or otherwise. The Services are provided on an "AS IS" basis.

TO THE EXTENT PERMITTED BY LAW, CARSINIA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL CARSINIA BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CARSINIA IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

CARSINIA'S LIABILITY SHALL IN NO EVENT EXCEED THE ACTUAL PRICE PAID FOR THE SERVICES DURING THE SERVICE PERIOD IN WHICH SUCH LIABILITY ARISES.

Indemnity

Subject to limitations set forth herein, the parties will defend, indemnify and hold each other harmless from any and all losses, damages, claims, liabilities and expenses (including attorneys fees and costs), whether based in contract or tort, to the extent arising out of or resulting from (a) the other party's negligent acts, omissions, or those of persons furnished by it, or (b) the failure by the other party to fully comply with the Agreement.

Fees and Payment for Purchased Services

We will make the Services available to You after Your acceptance of this Agreement. Additional terms and conditions may appear on the signup web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.

Any customizations made or data entered into the Services by or for You will be not be available if it requires a removal of a feature from the Services (e.g., choosing not to go ahead with a website).

Usage Fees: You shall pay all fees specified in all Order Forms or email or phone communication hereunder. Except as otherwise specified herein or in an Order Form,(i) fees are quoted and payable in United States dollars, (ii) fees are based on services purchased and not actual usage, (iii) payment obligations are non-cancelable and fees paid are non-refundable, and (iv) the number of User subscriptions purchased cannot be decreased during the relevant subscription term stated on the Order Form. Subscription fees are based on monthly periods that begin on the subscription start date and, unless terminated as provided herein, automatically renew each month thereafter on the same day each month, such that subscriptions commencing on the Xth day of the month will renew on the Xth day of the subsequent month, except when X exceeds the number of days in the month, in which case the subscription will renew on the last day of that month. Fees for User subscriptions added in the middle of a monthly period will be charged according to the pricing policy set forth in the Order Form prorated for that monthly period.

Invoicing and Payment: You shall provide Carsinia with valid and updated credit card information or alternative documents reasonably acceptable to Carsinia. If You provide credit card information to Carsinia, You authorize Carsinia to charge such credit cards for all Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in Term and Termination section of this Agreement. Such charges shall be made in advance, in accordance with billing frequency stated in the applicable Order Form. You are responsible for maintaining complete, current and accurate billing and contact information on the Carsinia website.

Suspension of Services: Failure to pay the amount owed on or before the payment due date may result in the suspension of Services in Carsinia's sole discretion. Carsinia may, without limiting its other rights and remedies, suspend Services to You until such amounts are paid in full. In such cases, You shall pay on demand all of Our reasonable attorney fees and other costs incurred by Carsinia to collect any fees or charges due to Carsinia under this Agreement. Re-activation of Services shall require full payment of the amount owed in addition to advance payment for Services to be provided during the month commencing on the date of re-activation. Your new billing cycle may change upon re-activation of Services. Carsinia may elect not to exercise its rights of suspension of Services if it determines in its sole discretion that the applicable charges are under reasonable and good-faith dispute and You are cooperating diligently to resolve the dispute.

Taxes: Unless otherwise stated, Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). You are responsible for paying all Taxes associated with Your purchases hereunder. If Carsinia has the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Carsinia is solely responsible for taxes assessable based on its income, property and employees.

Term and Termination

Term of Agreement: This Agreement commences on the date You accept it and start using the Services, and continues until the subscription granted in accordance with this Agreement has expired or been terminated. You can indicate your acceptance by clicking "I Accept" on Order Form on Carsinia website or send a signed copy of this Agreement to Carsinia, in which case the Agreement would be effective as of Carsinia's receipt of the signed copy of this Agreement. Upon Your purchase of a subscription, Your billing cycle shall commence on the start date specified in the applicable Order Form and continue for the subscription term specified therein. Except as otherwise specified in the applicable Order Form, Your subscription shall automatically renew for additional periods equal to the expiring subscription term (one month), unless You request deactivation through the Carsinia billing screens or Carsinia gives You notice of non-renewal. Deactivation requests in Carsinia billing screens should be done at least 15 days before the end of the relevant subscription term. Immediate cancellation can happen at Carsinia's discretion, in the event of Your failure to pay any amount owed when due.

Pricing Changes: The pricing during any renewal term shall be the same as that during the prior term unless Carsinia has given You written notice of a pricing increase at least 30 days before the end of such prior term (by any means We see fit, typically via email and/or Carsinia portal home page) in which case the pricing increase shall be effective upon renewal and thereafter. Any such pricing increase shall not exceed 7% over the pricing for the relevant Services in the immediately prior subscription term, unless the pricing in such prior term was designated in the relevant Order Form as promotional or one-time offer.

Termination for Cause: A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Carsinia reserves the right to terminate Your account and refuse any and all current or future access to and use of the Services in its sole discretion, due to reasons that are not reasonably foreseeable by Carsinia, including, without limitation: using the Services with the intent of draining Carsinia resources (e.g. support resources, phone lines, network bandwidth, disk space), unlawful use of the Services, or storing and retrieving data on Carsinia servers outside of the normal use of Carsinia Services.

Refund or Payment upon Termination: Upon any termination for cause by You or for cause by Carsinia, You shall pay any unpaid fees covering the remainder of the term of all Order Forms after the effective date of termination. In no event shall any termination relieve You of the obligation to pay any fees payable to Us for the period prior to the effective date of termination.

Return of Your Data: Any data You enter on Carsinia websites pursuant to the Services during any subscription period thereafter will not be available outside of the context of Carsinia applications. Carsinia services do not include data exports.

Proprietary Rights

Subject to the limited rights expressly granted hereunder, Carsinia reserves all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.

You shall not (i) permit any third party to access the Services except as permitted herein, (ii) create derivate works based on the Services, (iii) copy, frame or mirror any part or content of the Services, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes, (iv) reverse engineer the Services, or (v) access the Services in order to build a competitive product or service, or copy any features, functions or graphics of the Services.

As between Us and You, You exclusively own all rights, title and interest in and to all of Your Data.

We provide the Services, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Services include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data - Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not conveyed under these terms, it must negotiate with Carsinia to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement.

Confidentiality

Definition of Confidential Information: As used herein, "Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include Your Data; Carsinia Confidential Information shall include the Services; and Confidential Information of each party shall include the terms and conditions of this Agreement and all Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Your Data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

Protection of Confidential Information: Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

Protection of Your Data: Without limiting the above, Carsinia shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. Carsinia shall not (a) modify Your Data, (b) disclose Your Data except as compelled by law in accordance with Compelled Disclosure section below or as expressly permitted in writing by You, or (c) access Your Data except to provide the Services or prevent or address service or technical problems, or at Your request in connection with customer support matters.

Compelled Disclosure: The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.