HHT Service Terms
and Conditions

Addendum to Order Form

IMPORTANT NOTE TO ORDER FORM SIGNATORY: Thank you for submitting the Order Form on behalf of your company (sometimes referred to below as “Licensee”) to receive the services of your choice from DealerOn, Inc. (“DealerOn”), under the HHT Technologies, Inc. (“HHT”) Digital Marketing Program (the “Program”). The Program consists of customized digital marketing services agreed between HHT and DealerOn and made available by DealerOn exclusively to HHT dealers (the “Services”). The Terms and Conditions of Use and End User License Agreement (collectively, the “Terms”) appearing below and your signed Order Form, upon acceptance by DealerOn, form a binding legal contract between your company and DealerOn.

IN ORDER TO RECEIVE ANY SERVICES AND/OR USE THE SOFTWARE, SERVICES, CONTENT, MAINTENANCE TOOLS AND WEBSITES, YOU MUST FIRST AGREE ON BEHALF OF YOUR COMPANY TO THE TERMS OF THE ORDER FORM AND THOSE APPEARING BELOW BY SELECTING SERVICES, SIGNING and submitting THE ORDER FORM. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, OR ADD EXTRANEOUS TERMS, DEALERON MAY (1) ACCEPT THE ORDER FORM (IN WHICH CASE EXTRANEOUS TERMS SHALL HAVE NO FORCE OR EFFECT WHATEVER) OR (2) REJECT THE ORDER FORM (IN WHICH CASE DEALERON WILL NOT RENDER SERVICE AND YOUR USE OF ANY SERVICES IS STRICTLY PROHIBITED). BY SIGNING THE ORDER FORM, YOU PERSONALLY REPRESENT THAT YOU ARE AUTHORIZED TO BIND YOUR COMPANY; UPON RECEIPT OF THE SIGNED ORDER FORM BY DEALERON, YOUR COMPANY MAY NOT DISCLAIM YOUR AUTHORITY TO SIGN THE ORDER FORM AND BECOMES IMMEDIATELY RESPONSIBLE FOR payING the fees for THE SERVICES SELECTED IN THE ORDER FORM.

Acceptance of the executed Order Form by DealerOn is subject to (a) your company’s status as an authorized HHT dealer and (b) verification by DealerOn of your compliance with all other terms, conditions and Program requirements. Before you continue, you should print or save a local copy of this document for your records.

The Terms consist of the General Terms and Conditions (the “GTC”) appearing immediately below and the Special Terms and Conditions (the “STC”) specific to each Service, appearing after the GTC. Each STC shall be read, to the extent practicable, in concordance with all other terms of the Order Form and the GTC; provided, however, that the STC shall control in the event of a conflict. The entire agreement between DealerOn and your company (the “Agreement”) consists of the Order Form and the Terms, as such Terms may be changed from time to time pursuant to the GTC.

DealerOn Terms and Conditions of Use and End User License Agreement

General Terms and Conditions

The foregoing is hereby incorporated into and forms a part of the Order Form by this reference.

1. Provision of Services by DealerOn

1.1 DealerOn agrees to provide the Services to Licensee in accordance with the Order Form, this GTC and the other Terms of the Agreement. The definition of Services hereunder shall also include any online access to any enrollment portal, informational web pages, and/or online reporting service (collectively, the “Secure Web Services”) provided by DealerOn or its Affiliates. Use of the Services is subject to the applicable policies of DealerOn, its Affiliates or unaffiliated search engines, website or network advertising resources (each of the latter, a “Third-Party Resource”) on which display ads, videos or other advertising media (“Advertisements”) are posted or displayed in connection with the Services, including without limitation any Third-Party Resource’s editorial guidelines, privacy policies, trademark guidelines, and ad specification requirements (“Policies”). Licensee agrees to comply with the Policies while the Agreement is in effect. DealerOn or its Affiliates may modify Advertisements to comply with any Policies in its sole discretion.

1.2 DealerOn has affiliated legal entities, contractors, subcontractors, vendors, suppliers and other third parties (collectively referred to as DealerOn “Affiliates” or when using the term “DealerOn” or “its” in these Terms, DealerOn is including its Affiliates, unless DealerOn specifically excludes them) that will provide Services to Licensee on behalf of DealerOn. Licensee acknowledges and agrees that DealerOn Affiliates will be entitled to provide the Services on DealerOn’s behalf, and that to the extent permitted by applicable law, DealerOn Affiliates shall be third party beneficiaries of this Agreement with respect to the Services provided to Licensee. In the event that the terms of service of a DealerOn Affiliate rendering a Service (or portion thereof) hereunder is in addition to or more stringent than the Terms hereof, it is agreed and understood that such terms of the Affiliate shall apply or take precedence over the Terms hereof.

1.3 DealerOn is constantly innovating to provide the best possible Services to Licensee. Licensee acknowledges and agrees that DealerOn can change the Services in its sole discretion from time to time, without prior notice and as further provided below. Such changes may include, but will not be limited to, modifications necessary for correction of errors or omissions.

1.4 Licensee acknowledges and agrees that DealerOn may stop (permanently or temporarily) providing the Services (or any features within the Services) to Licensee at DealerOn’s sole discretion, without prior notice to Licensee. If Licensee wishes to stop using the Services at any time, Licensee agrees to provide DealerOn with prior written notice of Licensee’s intent to cancel the Agreement in accordance with the provisions of Section 8 below.

1.5 DealerOn may stop (permanently or temporarily) providing Services (or any features within the Services, including access to Licensee’s account) for non—payment of Service fees, as further provided below. Licensee acknowledges and agrees that if DealerOn stops providing Services, Licensee may be prevented from accessing some or all of the Services, Licensee’s account details or any files or other content which is contained in Licensee’s account. Licensee acknowledges and agrees that DealerOn will not be liable in any way for any inconvenience, delay, damages, losses or other claims related to the foregoing.

2. Use of the Services by Licensee

2.1 In order to access certain Services, Licensee may be required to provide information about itself and Licensee’s business (such as identification, billing or contact details). Licensee agrees that any information it gives DealerOn will always be accurate, complete and up to date.

2.2 Licensee agrees to use the Services only for purposes that are permitted by (a) these Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).

2.3 Licensee agrees not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by DealerOn. Licensee specifically agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers). Without limiting the foregoing, Licensee agrees not to reverse-engineer, reverse-assemble, decompile, or otherwise attempt to derive any source code of any Secure Web Service or other program associated with the Services.

2.4 Licensee agrees that it will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).

2.5 Licensee agree that it will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.

2.6 Licensee agrees that it is solely responsible for (and that DealerOn has no responsibility to Licensee or to any third party for) any breach of Licensee’s obligations under the Agreement and for the consequences of any such breach. Accordingly, Licensee agrees that Licensee will be solely responsible to DealerOn for all activities that occur under Licensee’s account and Licensee will notify DealerOn if the Agreement is breached or there are threatened claims against Licensee related to the Services provided under the Agreement.

2.7 Licensee understands and agrees that it is responsible for maintaining the confidentiality of passwords associated with any account Licensee uses to access the Services.

2.8 Licensee understands and agrees that it is responsible to maintain, as required under applicable law, policy or contract, the confidentiality of information that Licensee uses, is provided to Licensee or that Licensee obtains as a result of Licensee’s use of the Services.

2.9 Licensee shall at all times comply with all applicable laws, legislation, rules, regulations, governmental requirements and industry standards with respect to Licensee’s use of the Services and the performance by Licensee of Licensee’s obligations and the exercise of its rights hereunder, including, but not limited to, any applicable provisions of Title V of the Gramm Leach Bliley Financial Services Modernization Act of 1999 and regulations promulgated under that Act (collectively “GLB”) or other federal, state, and local laws, rules, regulations, and ordinances governing the privacy and security of customer information that apply to Licensee. Licensee agrees to protect and maintain the privacy of such information accordingly.

2.10 Licensee acknowledges that the Services DealerOn will be providing allow Licensee to designate authorized personnel to administer the Services, thereby granting certain rights and authorizations relating to, among other things, selection of, and preferences for, Services, Service levels (such as Adspend) and billing. Licensee agrees that it is solely responsible to DealerOn, or any of DealerOn’s Affiliates, as applicable, for any fees, costs or other expenses that may be charged by DealerOn, or any of DealerOn’s Affiliates, as applicable, related to any selections made by Licensee or Licensee’s designees.

2.11 In order to commence certain Services, Licensee is required to cooperate with DealerOn in an onboarding process. During onboarding, DealerOn will make a reasonable number of outbound telephone attempts and outbound emails to contact Licensee over five (5) business days to coordinate customization of the Services. Licensee understands and agrees that, pursuant to the agreement between DealerOn and HHT, in the event DealerOn is unable to make contact with Licensee or if Licensee does not begin cooperating in the customization process within such time frame, DealerOn is required to notify HHT, and upon approval by HHT, DealerOn will activate the Services for License per Licensee’s Service selections in the Order Form executed by Licensee, including default standards for the contracted Services.

2.12 DealerOn charges a one-time, nonrefundable fee to merely cover the cost of generating and adapting the Services for use by Licensee, installation, set-up and any applicable training (“Set-up Service” and “Set-up Fee”). The Set-up Fee shall cover the cost of Set-up Services from the Effective Date of the Agreement up to the time the Services have been generated by DealerOn and made available for review and input by Licensee at the end of the onboarding process. At such time, Licensee shall have a limited opportunity to review the Services to detect typographical errors, to supply missing Licensee information, and request similar non-material changes; provided, that such nominal Set-up Fee cannot be understood by Licensee as entitling it to request material changes to the Services nor to cause DealerOn to embark on customized website development on its behalf, such being outside the scope of the Agreement. DealerOn will not customize its Services on an individual Licensee basis in the normal course of its business, since the Program Services have already been customized in accordance with the HHT’s requirements.

2.13 Licensee understands that part of the Services may include, among other things, the creation and posting of Advertisements on the World Wide Web and otherwise by DealerOn or DealerOn’s Affiliates on Licensee’s behalf. Licensee is solely responsible for all: (a) campaigns and budget allocation and management (creative or targets), whether generated by or for Licensee; and (b) web site content, services and landing pages that create links, or directs viewers, to any advertised services and products. Licensee understands and agrees that Advertisements may be placed on any website or property provided by a Third-Party Resource which DealerOn or DealerOn’s Affiliates may select, or Licensee may request. Licensee authorizes and consents to all such placements. DealerOn or DealerOn’s Affiliates may reject or remove any Advertisement for any or no reason. Licensee may not use or republish any Advertisements or other marketing materials provided to Licensee by DealerOn and/or any of DealerOn’s Affiliates without DealerOn’s prior written consent.

3. Content in the Services

3.1 Licensee understands that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) which Licensee may have access to as part of, or through Licensee’s use of, the Services are the sole responsibility of the person or entity from which such content originated. All such information is referred to below as the “Content”.
3.2 Licensee acknowledges that Content presented to Licensee as part of the Services, including but not limited to user interface “look and feel” elements, creative assets, Advertisements, and incentives, may be protected by intellectual property rights which are owned or licensed by DealerOn or DealerOn’s Affiliates. Licensee may not modify, rent, lease, loan, sell, distribute, license or create derivative works based on any Content (either in whole or in part) unless Licensee has been specifically notified that it may do so by DealerOn or by the owners of such Content, in a separate written agreement that Licensee will provide to DealerOn.

3.3 DealerOn reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content from any Service in DealerOn’s sole discretion.

3.4 Licensee uses the Services at its own risk.

3.5 Licensee agrees that Licensee is solely responsible for (and that DealerOn has no responsibility to Licensee or to any third party for) any Content that Licensee or a third party create, transmit or display while using the Services and for the consequences of these actions (including any loss, liability, fine or damage which DealerOn may suffer) by doing so.

3.6 Licensee agrees that the Content on Licensee’s website and any Content Licensee provides to DealerOn in connection with the Services shall not contain anything that infringes copyrights, trademarks, publicity or any other rights of others; violates any law or regulation, is defamatory or libelous; is abusive, harassing, or threatening; is obscene, vulgar, or profane; or violates someone’s privacy. Licensee agrees to indemnify, defend and hold harmless the Indemnified Parties, from and against any and all Claims incurred by, borne by or asserted against any of the Indemnified Parties to the extent such Claims relate to, arise out of or result from Licensee’s breach of the provisions hereof.

4. Proprietary rights

4.1 Licensee acknowledges and agrees (a) that DealerOn and DealerOn’s Affiliates or licensors own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist), including all Content (with the sole exception of Content originated by Licensee, HHT or a third party not affiliated with DealerOn or DealerOn’s Affiliates or licensors), and (b) that it will not at any time challenge the ownership rights of DealerOn or DealerOn’s Affiliates or licensors in or to the Services. Licensee further acknowledges that the Services contain information which is confidential, and that Licensee shall not disclose any such information without DealerOn’s prior written consent.

4.2 Nothing in these Terms gives Licensee a right to use any of DealerOn’s or DealerOn’s Affiliates’ trade names, trademarks, service marks, logos, domain names, and other distinctive brand features, except in strict compliance with the license granted below.

4.3 Licensee agrees that it shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services.

5. Grant of Licenses from DealerOn and Use of Services by Licensee

5.1 Subject to Licensee’s compliance with all of the terms and conditions of the Agreement, DealerOn hereby grants Licensee a limited, restricted, revocable, royalty free, non-assignable, non¬transferable, non-sublicensable and non-exclusive license to use the Services provided to Licensee for the Term of the Agreement, including the proprietary software, trademarks, copyrights and other proprietary elements of the Service. This license is for the sole purpose of enabling Licensee to use and enjoy the benefit of the Services as provided for herein, in the manner permitted by the Agreement.

5.2 Licensee may not (and Licensee may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the software provided with the Services (the “Software”) or any part thereof, or any of the other proprietary elements of the Service, or allow any third parties to use the Services, or any portion thereof, in any way. By way of example, rather than limitation, Licensee shall not, nor shall Licensee permit others to: (a) modify, translate, transfer, reverse engineer, de-compile or disassemble the software, computer code, development methodologies or design features comprising the Services, (b) sublicense, circumvent, resell or re-brand all or any part of the Services, nor charge a fee or royalty for distribution, transmission or use of the Services (c) export or use Service data compilations, structures, or algorithms with another product; (d) remove or obscure any proprietary rights notices or labels on the Services (e) use any automated means (except those expressly made available or authorized by DealerOn, if any) including agents, robots, scripts, or spiders, to access or manage the Services, monitor or copy any websites or any content contained therein, or bypass or transfer to a third party provider DealerOn’s website, tools or Services in interference with or attempted interference with DealerOn’s rendering of the Services, (f) without the written consent and participation of DealerOn, modify, enhance, or improve the Services, (g) use the Services in an unethical or unlawful manner, violative of industry ethical practices, law, regulation or third-party property rights, (h) take any action that imposes an unreasonable or disproportionately large burden on DealerOn’s infrastructure, as determined by DealerOn in its discretion, and (i) reveal, transfer, disclose, or allow third parties to view, access or possess, DealerOn’s source code for the Services, or any portion thereof, intellectual property or trade secrets, all of which shall constitute a default and/or material breach of the Agreement.

5.3 The products and services rendered by DealerOn’s Affiliates or licensors, incorporated into or entirely comprising a Service hereunder, may contain license terms specific to such products or services, and Licensee agrees to comply with all such license terms, including those appearing in any click through or shrink wrap license or of which Licensee should be aware by virtue of its selection and use of such products or services. It is Licensee’s obligation to review and accept or decline the terms of service required by such Affiliates or licensors. Such Affiliate or licensor products and services are hereby included in the definition of “Services” and shall be treated as Services hereunder to the maximum extent practicable; provided that, notwithstanding anything to the contrary contained herein: (a) Licensee acknowledges and agrees that the applicable Affiliate or licensor is the owner of such product or service, (ii) the terms and conditions applicable to such product or service will govern in the event of a conflict with this Agreement and shall apply only with respect to the particular product or service, (iii) compliance with the terms of service of such Affiliate or licensor is solely Licensee’s responsibility, (iv) an Affiliate or licensor may enforce or exercise its rights directly hereunder with regard to its products and services to the same extent as DealerOn, (v) DealerOn makes no representation or warranty with respect to any such products and services, and (vi) Licensee hereby releases DealerOn from any and all obligations, claims, demands, liability and damages of every kind and nature arising out of or in any way connected with its use of such products and services.

5.4 Licensee may not assign (or grant a sub—license of) Licensee’s rights to use the Software, or any of the other proprietary elements of the Service, grant a security interest in or over Licensee’s rights to use the Software or any other proprietary elements of the Service, or otherwise transfer any part of Licensee’s rights to use the Software or any other proprietary elements of the Service.

5.5 All rights not expressly granted herein to Licensee are reserved to DealerOn. The Agreement provides Licensee with only a limited right to use the Services and in no event shall be deemed to convey ownership of any intellectual property, proprietary programming, computer code, development methodologies, graphics, content, advertisements, website pages, features or otherwise, owned or licensed by DealerOn or its Affiliates.

5.6 Licensee is responsible for all activity relating to Licensee’s use of the Services and Licensee shall, and cause its employees, officers, and/or agents to (a) safeguard DealerOn’s source code for the Services, intellectual property and trade secrets using the same measures it uses to protect its own confidential information, but in no event less than reasonable care, (b) maintain the confidentiality of passwords associated with any account it uses to access the Services and notify DealerOn immediately of any unauthorized use of any password or account or any other known or suspected breach of security related to Licensee’s use of the Services, (c) comply with all applicable ethical standards, laws, rules, regulations, third-party contractual obligations and the Agreement in its ongoing use of Services, and (d) regularly review the Services to ensure they meet all legal, regulatory and third-party contractual compliance standards applicable to Licensee and otherwise comply with the Agreement. Licensee acknowledges and agrees that (e) any third party hardware, software or licensing costs required to implement and use the Services are Licensee’s sole responsibility and that it shall reimburse such if paid for by DealerOn, and (f) DealerOn is not responsible for maintaining Licensee’s compliance with any law, rule, regulation, order or third-party contractual compliance standard applicable to Licensee or imposed by Licensee’s contracts with third parties (including HHT).

5.7 In connection with the foregoing, it is understood and agreed that any Content carried on the website or the Services, other than DealerOn’s website base platform Content and/or Service Content of DealerOn, is the sole responsibility of Licensee. Provided, however, that the Parties acknowledge and agree that adherence to fair information collection practices is of utmost importance. Further, the terms of use of certain Third-Party Resources, which Licensee may wish to use require publication of a privacy policy or notice. The Parties therefore agree that DealerOn in its discretion may place, on the website(s) on which Services are provided, a privacy notice (“Privacy Notice”) with a link conspicuously placed on the website’s home page, which may address, among other things, disclosures required by the terms of use of Third-Party Resources relating to the use of cookies, other tracking devices, outside links, the ability to “opt out,” etc., and any other disclaimers, terms and conditions or other items that generally relate to the Services, the Agreement and responsibility for Content. Notwithstanding, DealerOn makes no representation or warranty as to the adequacy or completeness of the Privacy Notice, in general, and the suitability of such Privacy Notice, in particular, to address or comply with any privacy policy or notice requirement arising under state or federal law, rule, regulation or order applicable to Licensee. Said Privacy Policy shall not be deemed to be legal advice to or on behalf of Licensee, and Licensee agrees to: (a) consult legal counsel as to the adequacy or completeness of the Privacy Notice posted by DealerOn in connection with Licensee’s use of a Third-Party Resource and (b) the advisability or necessity of Licensee posting its own privacy policy or notice to satisfy or comply with any privacy policy or notice requirement arising under state or federal law, rule, regulation or order applicable to Licensee by virtue of Licensee’s business activities, the jurisdiction(s) in which Licensee conducts business, or otherwise. DealerOn will reasonably cooperate with Licensee and its counsel in (c) considering reasonable changes to the DealerOn Privacy Notice and posting mutually agreed changes and (d) by posting any separate, stand-alone privacy policy or notice of Licensee designed to address or comply with any privacy policy or notice requirement arising under state or federal law, rule, regulation or order applicable to Licensee. The latter privacy policy or notice will be posted by DealerOn on the website “Privacy Policy” and considered Licensee Content for all purposes.

6. Content License from Licensee

6.1 Licensee retains copyright and any other rights Licensee already holds in Content that Licensee submits, posts or displays on or through, the Services. By submitting, posting or displaying the Content, however, Licensee grants to DealerOn and DealerOn’s Affiliates a perpetual, irrevocable, worldwide, royalty free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute any Content that Licensee submits, posts or displays on or through, the Services. This license shall be for the sole purpose of enabling DealerOn to display, distribute and promote the Services.

6.2 Licensee agrees that this license includes a right for DealerOn and DealerOn’s Affiliates to make such Content available to other companies, organizations or individuals with whom DealerOn has relationships for the provision of these Services.

6.3 Licensee understands that DealerOn, in performing the required technical steps to provide the Services to DealerOn’s users, may (a) transmit or distribute Licensee’s Content over various public networks and in various media; and (b) make such changes to Licensee’s Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media. Licensee agrees that this license shall permit DealerOn to take these actions.

6.4 Licensee confirms and warrants to DealerOn that Licensee has all the rights, power and authority necessary to grant the above license(s).

6.5 Licensee further hereby authorizes DealerOn and any Third-Party Resource, and any such other third-party service provider that produces, collects or receives data pertaining to Licensee’s website, Licensee’s advertising activity, or any of Licensee’s other business activities, to transfer, provide or otherwise make available such data to DealerOn in connection with DealerOn’s providing the Services to Licensee hereunder.

6.6 In the event the performance of the Services requires DealerOn or DealerOn’s Affiliates to access Licensee’s computer systems to collect data or perform the Services, Licensee specifically requests and authorizes such access and will provide, and have all rights and authorizations required to provide, such access. Licensee understands and agrees that DealerOn and/or DealerOn’s Affiliates may engage a data polling service to poll and transmit data from Licensee’s DMS or other computer systems. Licensee hereby grants to DealerOn and DealerOn’s Affiliates a royalty-free, non-exclusive, non-transferable, non¬cancelable license to use sales and inventory data (to the extent available) obtained from Licensee’s computer systems solely for the purposes of (i) performing the Services for Licensee, (ii) consumer, vehicle, and industry research and reference, (iii) evaluation of sales lead performance, (iv) combining with other data to create proprietary market price and incentive guides, and (v) the generation of market analysis data and related products; provided, the sales and inventory data shall not be used to disclose to any third party Licensee’s name or the name of any consumer, and shall not be sold to any third party.

6.7 Licensee expressly authorizes DealerOn and its Affiliates to access Licensee’s information/data maintained by Third-Party Resources (such as Google in such services as Google AdWords and Google Analytics) on Licensee’s behalf as Licensee’s authorized user. DealerOn or its Affiliates may access Licensee’s information/data in accounts DealerOn creates and manages on the Third-Party Resource sites; Alternatively, DealerOn may access Licensee’s accounts directly on the Third-Party Resource sites, in order to provide a Service, by requiring Licensee to provide its account information to DealerOn. Licensee hereby authorizes and permits DealerOn and its Affiliates to access Licensee’s accounts and use Licensee’s information/data (i) to provide the Services, (ii) in DealerOn promotional materials, but only when Licensee’s information/data is combined with that of other companies and presented in an aggregated and de-identifiable manner, and/or (iii) to develop reports for HHT, which may include directly sharing Licensee’s information/data with HHT. LICENSEE ACKNOWLEDGES AND AGREES THAT (A) LICENSEE IS RESPONSIBLE FOR COMPLIANCE WITH THE POLCIES AND TERMS OF USE OF THIRD-PARTY RESOURCE SITES (INCLUDING THOSE OF GOOGLE ADWORDS AND GOOGLE ANALYTICS), AND APPLICABLE LAWS AND REGULATIONS, AND (B) WHEN DEALERON OR ITS AFFILIATES IS ACCESSING AND RETRIEVING ACCOUNT INFORMATION FROM THE SITES OF THIRD-PARTY RESOURCES, DEALERON OR ITS AFFILIATES IS ACTING AS LICENSEE’S AUTHORIZED SERVICE PROVIDER PURSUANT TO THE AGREEMENT, AND NOT AS THE AGENT OF THE THIRD-PARTY RESOURC OR ANY OTHER THIRD PARTY. NEITHER DEALERON, ITS AFFILIATES, ANY THIRD-PARTY RESOURCE NOR ANY OTHER THIRD PARTY PROVIDES ANY WARRANTY OR GUARANTY (EXPRESS OR IMPLIED) OF ANY RESULTS OR OTHERWISE WITH RESPECT TO ACCESS OR USE OF LICENSEE’S INFORMATION/DATA.

7. Payment for Services.

7.1. (a) Licensee agrees to pay all fees set forth on the Order Form in advance for use of the Services specified therein (“Fees”), including advance payment of the first month’s Service Fees and the Set-up Fee, in accordance with the terms of such Order Form and these Terms. Fees are subject to change upon expiration of the Order Form’s initial term or any renewal term (as such terms are defined herein), by DealerOn upon providing 45 days prior notice thereof; provided, that Licensee may elect to terminate the Order Form by providing notice thereof 30 days prior to the expiration of such initial term or renewal term. In the event that an Order Form provides for the set-up of a new website, a material re-design of an existing website and/or a platform upgrade for an existing website, DealerOn will proceed to set-up any such Service with the cooperation of Licensee and make reasonable efforts to meet any Set-Up Date set forth in such Order Form. Licensee understands and agrees that a period of up to thirty (60) calendar days may elapse before set-up is complete (the “Work Window”), which is subject to the timeliness of Licensee’s responses and cooperation with DealerOn in setting up the Service. DealerOn will communicate to Licensee when such Service has been generated, activated and made available for Licensee review. Licensee will have a reasonable period of time thereafter (in keeping with the Work Window) to: (i) review the web site and elect web site launch or (ii) delay launch for a period of time not to exceed the Work Window in order to correct typographical errors, supply missing Licensee commercial Content or Privacy Policy Content and request similar non-structural changes, by communicating such to DealerOn. (b) In the event that Licensee elects web site launch, all Services, and billing therefor, will commence on the date of launch; should Licensee elect to forego launch so as to continue making non-structural changes to the web site or for any other reason, or in the event that Licensee does not respond to DealerOn’s communication, all Services, and billing therefor, shall be deemed to commence sixty (60) calendar days following the Effective Date of the on the Order Form (in each case, the “Commencement Date”). The Commencement Date for Services, other than new website, redesign and platform upgrade Services, will occur immediately upon launch of such Services by DealerOn on Licensee’s website, without need of any further communication. In the event that a single on the Order Form provides for the implementation of multiple discrete groups of Services, the on the Order Form’s Commencement Date for all groups of Services shall be deemed to be the earliest Commencement Date for a single group of Services under such on the Order Form. (c) Recurring monthly billing commences on the Commencement Date. Fees are exclusive of and Licensee shall be responsible for all applicable taxes and fees related to the Services. Invoices shall include all Fees and any and all costs or expenses for which Licensee is responsible under the Agreement, including disbursement of costs or Fees and any applicable tax paid by DealerOn to third parties on behalf of Licensee for a Service, or otherwise in furtherance of the purposes of the Agreement. All payments are net 30 days from the invoice date.

7.2 In addition to the other rights reserved to DealerOn hereunder, DealerOn expressly reserves the right to terminate or suspend Licensee’s Services in whole or in part and disable Licensee’s access to the Services for non-payment of any invoice. Balances due on an outstanding invoice shall bear interest at 1.5% interest per month or the maximum rate permitted by law until paid in full. For past due invoices, Licensee agrees to pay all costs of collection, including collection agency fees, reasonable attorney fees, and arbitration or court costs. Licensee agrees to submit any dispute regarding Fees in writing to DealerOn within 30 days of the invoice date; otherwise, such dispute will be considered waived and the invoiced Fees will be deemed final and not subject to challenge.

7.3 All fees are subject to applicable sales, use, excise or similar taxes, whether or not included at the time the fees are billed. Licensee assumes exclusive responsibility for, and shall pay before delinquency, all sales, use, excise and other taxes, charges or contributions of any kind now or hereafter imposed on, with respect to, or measured by the Services except for taxes based on the net income of DealerOn or its Affiliates.

8. Cancelling the Services

8.1 The Terms will continue to apply until the Agreement is terminated by either party as set out below.

8.2 Licensee may terminate the Agreement in its entirety if : (a) DealerOn has breached any material provision of the Agreement or is unable to comply with the provisions of the Agreement (provided however, that in such cases Licensee may terminate the Agreement, only if the breach or inability to comply continue more than sixty (60) days from the date of written notice of termination to DealerOn); or (b) Licensee is required to do so by law (for example, where a court order or decree causes the continued receipt of advertising Services and advertising activities by Licensee to become unlawful); or (c) subject to HHT’s directions to the contrary, DealerOn’s agreement with HHT expires or is terminated by HHT and Licensee wishes to terminate the Agreement in its entirety (provided however, that within 30 days after such occurrence Licensee provides DealerOn written notice of termination, such termination to be effective immediately on the date of receipt of notice by DealerOn sufficiently early on a business day to suspend all Services to Licensee on such day, or such later date on which DealerOn is able to suspend all Services to Licensee acting with all reasonable dispatch).

8.3 DealerOn may, at any time, suspend or terminate the Services or the Agreement, in whole or in part, if : (a) Licensee has breached any material provision of the Agreement or has acted in a manner which clearly shows that Licensee does not intend to, or is unable to comply with the provisions of the Agreement (provided however, that in the case of delinquent payment of fees, DealerOn may terminate the Agreement, and/or wholly suspend the Services only if any amounts under any invoice remain unpaid more than sixty (60) days from the date of invoice; for clarity, the term “fees” relates only to fees for the Services rendered by DealerOn and in no event shall such term be understood to comprise sums to be paid to DealerOn under certain Services for purchase, at the direction of Licensee, of advertising from Third-Party Resources or other third party advertisers not affiliated with DealerOn); or (b) DealerOn is required to do so by law (for example, where the provision of the Services to Licensee is, or becomes, unlawful) or (c) the DealerOn Affiliate with whom DealerOn offered the Services to Licensee has terminated its relationship with DealerOn or ceases to offer the Services, or any part thereof, to Licensee; or (d) the provision of the Services to Licensee by DealerOn is, in DealerOn’s sole opinion, no longer commercially viable, or (e) HHT terminates the Program, its agreement with DealerOn and/or seeks to exercise any right in such agreement which is inconsistent with DealerOn’s continued provision of the Services, or (f) DealerOn provides Licensee with thirty (30) days prior written notice of an intent to terminate Licensee’s Services or the Agreement, with or without cause.

8.4 The provisions of the Order Form, this GTC and any other Terms of the Agreement, which by their nature are intended to survive its termination, shall survive the termination of the Agreement.

9. EXCLUSION OF WARRANTIES

9.1 NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT THE WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN LICENSEE’S JURISDICTION WILL APPLY TO LICENSEE AND DEALERON’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

9.2 LICENSEE EXPRESSLY UNDERSTANDS AND AGREES THAT LICENSEE’S USE OF THE SERVICES IS AT LICENSEE’S SOLE RISK AND THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” IN PARTICULAR, DEALERON AND DEALERON’S AFFILIATES, AND DEALERON’S LICENSORS DO NOT REPRESENT OR WARRANT TO LICENSEE THAT: (A) LICENSEE’S USE OF THE SERVICES WILL MEET LICENSEE’S REQUIREMENTS, (B) LICENSEE’S USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (C) ANY INFORMATION OBTAINED BY LICENSEE AS A RESULT OF LICENSEE’S USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND (D) DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO LICENSEE AS PART OF THE SERVICES WILL BE CORRECTED.

9.3 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT LICENSEE’S OWN DISCRETION AND RISK AND LICENSEE AGREES THAT LICENSEE WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO LICENSEE’S COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
9.4 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY LICENSEE FROM DEALERON, ANY OF DEALERON’S AFFILIATES, HHT, OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. BY WAY OF EXAMPLE RATHER THAN LIMITATION, DEALERON EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES IN CONNECTION WITH ANY EFFORT MADE BY DEALERON TO ASSIST LICENSEE IN COMPLYING WITH THE CO-OP REIMBURSEMENT GUIDELINES THAT HHT REQUIRES THAT LICENSEE FOLLOW, IN ORDER TO BE ELIGIBLE TO RECEIVE CO-OP MARKETING FUNDING FROM HHT IN SUPPORT OF THE MONTHLY FEE FOR THE SERVICES.

9.5 DEALERON FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEM ENT.

10. LIMITATION OF LIABILITY AND COVENANT NOT TO SUE

10.1 SUBJECT TO OVERALL PROVISIONS ABOVE, LICENSEE EXPRESSLY UNDERSTANDS AND AGREES THAT NEITHER DEALERON, NOR DEALERON’S AFFILIATES OR DEALERON’S LICENSORS SHALL BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR: (A) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY LICENSEE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS; (B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY LICENSEE, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF: (I) ANY RELIANCE PLACED BY LICENSEE ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN LICENSEE AND ANY THIRD PARTY DURING LICENSEE’S USE OF THE SERVICES; (II) ANY CHANGES WHICH DEALERON MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES); (Ill) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH LICENSEE’S USE OF THE SERVICES; (Ill) LICENSEE’S FAILURE TO PROVIDE DEALERON WITH ACCURATE ACCOUNT INFORMATION; OR (IV) LICENSEE’S FAILURE TO KEEP LICENSEE’S PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL. DEALERON’S LIABILITY HEREUNDER, IF ANY, SHALL NOT EXCEED, IN THE AGGREGATE, AN AMOUNT EQUAL TO THE MONTHLY SERVICE FEE PAID BY LICENSEE FOR THE MONTH IN WHICH THE DEFECT OR BREACH OCCURRE D. THE PARTIES AGREE THAT THAT THE AGGREGATE MAXIMUM LIABILITY OF DEALERON AND ITS AFFILIATES AND EACH OF THEIR EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, REPRESENTATIVES, AND LICENSORS UNDER THESE TERMS FOR DAMAGES, REGARDLESS OF THE FORM OF ACTION, SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE FEES PAID BY LICENSEE DURING THE SIX (6) MONTH PERIOD PRECEDING THE DATE OF THE LAST EVENT GIVING RISING TO LIABLITY.

10.2 THE LIMITATIONS ON DEALERON’S LIABILITY TO LICENSEE, ABOVE, SHALL APPLY WHETHER OR NOT DEALERON HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

10.3 LICENSEE HEREBY COVENANTS NOT TO CLAIM AGAINST OR SUE HHT, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR CONTRACTORS FOR NONCOMPLIANCE WITH THE OBLIGATIONS CONTAINED IN THE AGREEMENT BETWEEN LICENSE AND DEALERON. UNDER NO CIRCUMSTANCES WILL HHT BE HELD RESPONSIBLE FOR ANY AGREEMENTS BETWEEN DEALERON AND SUBSCRIBING DEALERS OR PAYMENTS OWED TO DEALERON BY SUBSCRIBING DEALERS.

11. INDEMNIFICATION.

11.1 LICENSEE AGREES TO DEFEND, INDEMNIFY AND HOLD HHT, DEALERON, THEIR RESPECTIVE AFFILIATES, AND EACH OF THEIR EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, REPRESENTATIVES, AND LICENSORS HARMLESS FROM AND AGAINST ALL LOSS, CLAIMS, DEMANDS, CAUSES OF ACTIONS, AND ADMINISTRATIVE OR REGULATORY ACTIONS OF WHATEVER KIND OR CHARACTER, BROUGHT BY ANY THIRD PARTY, AND INCLUDING COSTS, ATTORNEYS’ FEES AND EXPENSES, RELATING TO THE SERVICES PROVIDED UNDER THIS AGREEMENTAND/OR LICENSEE’S PRODUCTS AND SERVICES, AND/OR ARISING FROM OR RELATED TO A BREACH THESE TERMS OR ANY REPRESENTATION OR WARRANTY MADE BY LICENSEE UNDER THESE TERMS, BUT EXCLUDING CLAIMS, DEMANDS AND CAUSES OF ACTIONS ARISING OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF DEALERON OR OTHER PERSON OR ENTITY SEEKING INDEMNIFICATION.

12. Changes to the Terms

12.1 DealerOn may make changes to the Terms or put into place additional Terms from time to time at DealerOn’s discretion. When these changes are made, DealerOn will make a new copy of the Terms available on its website and update the version or revision date thereof.

12.2 Licensee understands and agrees that if it uses the Services after the date on which the Terms have changed or any additional Terms have been added, DealerOn will treat Licensee’s use as acceptance of the updated Terms or additional Terms.

13. Miscellaneous legal terms

13.1 The Order Form and the Terms, including these General Terms and Conditions and the Special Terms and Conditions of each Service, in each case as they may be amended and updated from time to time, constitute the entire agreement between DealerOn and Licensee with respect to the subject matter hereof and thereof, govern Licensee’s use of the Services, and completely replace any prior agreements between Licensee and any other party in relation to the Services.

13.2 Licensee agrees that DealerOn may provide Licensee with written notice by Email, certified mail -return receipt requested or overnight mail (the latter two collectively referred to herein as “Mail”), delivered to any Licensee address appearing on its Order Form; provided however, that in the case of a change in DealerOn’s Service Terms, notice to Licensee may be effected by changing the Service Terms on DealerOn’s website and updating the version or revision date thereof, which shall be deemed written notice delivered to Licensee for all purposes. To be valid, any notice to DealerOn must be in writing and delivered only by Mail or Email to the applicable address appearing below:

If by Email: exec@dealeron.com
If by Mail: DealerOn, Inc.
Att.: Chief Operating Officer
7361 Calhoun Place, Suite 420
Derwood, Maryland 20855

13.3 Licensee agrees that DealerOn’s failure or delay in exercising or enforcing any rights or remedies that are available to DealerOn under the Agreement (or that DealerOn has the benefit of under any applicable law or otherwise) shall not be deemed to be a waiver of any of DealerOn’s rights or remedies and that all of such rights and remedies will remain available to DealerOn.

13.4 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of the Agreement is invalid, then that provision will be removed from the Agreement without affecting the rest of the Terms. The remaining provisions of the Agreement will continue to be valid and enforceable.

13.5 The Agreement, and Licensee’s relationship with DealerOn under the Agreement, shall be governed by the laws of the State of Maryland without regard to its conflict of laws provisions. Licensee agrees to submit to the exclusive jurisdiction of the courts located within the State of Maryland to resolve any legal matter arising from the Agreement Notwithstanding this, Licensee agrees that DealerOn
will be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

13.6 HHT, HHT’s affiliates, and their respective officers, directors employees and agents shall be deemed third party beneficiaries of the indemnification and limitation of liability provisions of the Agreement. Except as expressly set forth herein otherwise, there are no, and shall not be any, third party beneficiaries of these Terms.

13.7 Force Majeure. Each party hereto shall be excused from performance hereunder, except for payment obligations, and to the extent that it is prevented from performing any obligation hereunder, in whole or in part, as a result of delays caused by the other party or an act of God, war, civil disturbance, court order, labor dispute, third party nonperformance or other cause beyond its reasonable control, including failures, fluctuations or unavailability of electrical power, heat, light, air conditioning, computing or information systems or telecommunications equipment or the inability of hardware or software leased or acquired by sale or license from third parties to process without error or malfunction any date data. Such nonperformance shall not be a default or ground for termination as long as reasonable means are taken to remedy expeditiously the problem causing such nonperformance.

13.8 Licensee may not assign the Agreement without the prior written approval of DealerOn, except that no approval shall be required to assign the Agreement to any person or entity which is, directly or indirectly, controlling, controlled by, or under common control with, Licensee. The Agreement may be assigned by DealerOn. The Agreement shall be binding on and inure to the benefit of the parties and their respective successors and approved assigns.

Special Terms and Conditions of DealerOn Dealer Advertising Service

1. Concordance; Precedence: These Special Terms and Conditions of Service (“STC”) apply specifically to the Dealer Advertising Service rendered pursuant to the Agreement. This STC shall be read, to the extent practicable, in concordance with all other terms of the Order Form and the GTC; provided, however, that this STC shall control in the event of a conflict. Defined terms used but not defined herein shall have the meaning ascribed to them in the GTC and/or the Order Form.

2. Commencement Date: The “Commencement Date” for purposes hereof shall be the first day of the calendar month in which the first Campaign launches.

3. Dealer Advertising Service Summary: Dealer Advertising Service broadly encompasses search engine marketing, display, retargeting, reporting and other digital marketing functions and various components relating to each. Licensee contracts the Dealer Advertising Service by selecting EITHER the Platinum or Premier Service Package AND the Dealer Advertising Service on the Order Form; the specific components and features contracted herein (“DAS” or the “Service”) are as follows:

• Optimize paid search, social advertising and display advertising services to deliver low funnel activities to each Subscribing Dealer
• Adherence to HHT advertising guidelines
• Provide creative services to create digital advertisements in multiple sizes, formats, and for various browsers and mobile devices
• Provide paid search and display customization at the dealer level and in support of HHT sponsored sales campaigns. The minimum elements will be configurable:
• Dealer information including logo
• Creative based on HHT-provided advertising assets and content
• Retail pricing and disclaimer
• Text ad copy
• Advertising Assets and Auditing
• DealerOn will keep records of all ads served on behalf of the Subscribing Dealer by month for auditing purposes
• A copy of each advertisement will be stored on an FTP site. Credentials will be made available to HHT on request. DealerOn makes reasonable efforts to adhere to the HHT advertising guidelines.
• Inclusion of a Google keyword template and/or specific keyword parameters
• Integration with HHT assets and imagery
• Provide HHT administrative access to the dealer backend system or reporting system as requested by HHT. In addition, at HHT’s request, DealerOn will provide access rights to HHT and Licensee media accounts, including DealerOn’s Google AdWords Manager Account, associated with the Service (which shall be read-only access).
• Google AdWords Certified Account Manager
• 24/7 Online Reporting
• Dynamic New & Used Car Advertising
• Keyword Level Call Tracking
• Campaigns for OEM Parts and Services
• Retargeted Display Ads
• Remarketing and Display
• Custom Banner Ad Creation ($300 per banner)
• Market & Sales Data Suite

DealerOn will employ its extensive digital marketing expertise on an on-going basis to monitor sales markets and the requirements of third party-owned publishers, advertising networks, directories or other web site advertising services and search engines, such as that of Google, Inc. (“Third-Party Resources”), and create, develop, install, manage, maintain and optimize a customized digital advertising campaign utilizing the Service (“Campaign”) and deliver the Campaign utilizing Third-Party Resources as the delivery vehicle. As more particularly described below, DealerOn manages the Campaign on an on-going basis, focusing efforts and resources among the components of the Service most likely to maximize results in the reasonable exercise of its expert judgment; as a consequence, it is understood that DealerOn may not utilize all aspects or components of the Service at any given time.

4. Display and Retargeting: In the event the contracted Service includes DealerOn’s display and retargeting components (“Display” and “Retargeting,” as applicable), DealerOn will launch (a) the Display Campaign, after creative deliverables are generated for Licensee and (b) the Retargeting Campaign, after Licensee’s retargeting audience reaches the minimum size.

5. Campaign Management Overview: DealerOn’s Campaign management program consists of a significant level of pre-launch activities, allowing DealerOn to stand ready to launch a Campaign(s) during the Term hereof at the option of Licensee subject to the terms hereof, and a heightened level of activity after launch. Program activities include ongoing market research, search term and competitive analysis, resource targeting, spend management, negative keyword discovery, and revised text ad copy as part of overall account reorganization. Optimization of ads, ad groups and keywords based on performance are ongoing elements of the program. By way of example, this includes pausing ad groups/keywords that are not performing in order to re-allocate appropriate Adspend to higher performing areas, evaluating and recommending landing page improvements and providing impression share reporting and making recommendations to Licensee.

6. Onboarding: Prior to the Commencement Date, DealerOn will conduct an onboarding Q/A with Licensee and analyze Licensee input, such as Licensee needs, target cities, top performing zip codes, advertising radius, phone number forwarding, marketing phrases, competitors, and the like. Licensee shall timely and reasonably cooperate with DealerOn in providing the required onboarding information in a reasonably timely manner, so as to allow DealerOn sufficient time to undertake the activities necessary to meet the proposed Commencement Date. In the event the Third-Party Resource on which the Service is to be rendered has been previously contracted by Licensee, Licensee shall obtain the necessary access to such Third-Party Resource for DealerOn; DealerOn’s obligation to provide Service is subject to receipt of such access. After commencement, the Parties will continue to cooperate in like manner during the Term. For this purpose, Licensee’s primary contact appears on the Order Form. Subject to receipt of this information from Licensee, DealerOn will make reasonable efforts to meet the proposed Commencement Date (and subsequent monthly launches during the Campaign), build Campaigns customized to Licensee needs and continuously optimize such Campaigns in response to market forces, so as to maintain near-launch-ready Campaigns for Licensee throughout the Term hereof. All of these pre-launch activities will allow DealerOn to stand ready to launch a Campaign in the short time frame required by the markets, at Licensee’s request in accordance with the terms hereof. After initial launch, DealerOn will continue these activities and implement additional aspects of the Service, including gathering metrics, performance analysis and increased levels of management activity- strategy development, Campaign optimization, platform maintenance and client communication.

7. Use of Material for Promotional Purposes: During the Term hereof, Licensee grants DealerOn the right to use Licensee’s work in producing the Campaign for promotional purposes and/or to cross-link it with other advertising developed by DealerOn. Licensee shall retain all of its intellectual property rights in any text, images or other components it owns and delivers to DealerOn for use in the Campaign. In like manner, DealerOn shall retain all of its intellectual property rights in any text, images or other components it owns and utilizes in the Campaign and delivers to Licensee, subject to any applicable law or policy to the contrary. Each Party shall be responsible to the other for ensuring that it owns or possess the rights to intellectual property shared in accordance herewith.

8. Campaign Adspend: Initial Adspend; Commencement Date; Adspend Changes; Adspend Change Process; Authorized User; Package Feature Set:

a. The initial amount specified by Licensee to be spent by DealerOn in advertising on Third-Party Resources, for each calendar month of Service comprising the Campaign (“Adspend”), is set forth in the Order Form. The initial Adspend amount shall remain in effect for the remainder of the Term, unless changed in accordance with the immediately following section b. Similarly, any change in the Adspend shall remain in effect for the remainder of the Term, unless subsequently changed in accordance with said section b. Licensee may elect to reduce Adspend in accordance with said section b; provided, however, that it is agreed and understood that Adspend may not be eliminated or reduced to a level lower than that amount of Adspend which has already been spent or committed to Third-Party Resources. Subject to the other terms and conditions hereof, Adspend shall be entirely spent on Third-Party Resources in delivering the Campaign and amounts not spent in a given month shall be applied in succeeding months during the Term. As a result, it is agreed and understood that Adspend is not refundable to Licensee.

b. Licensee may request a change to the amount of the Adspend by communicating such at least five (5) business days in advance. DealerOn’s approval of the change shall be subject to (i) such requested Adspend amount being greater than or equal to the amount of Adspend which has already been spent or committed to Third-Party Resources and (ii) the availability, or in lieu thereof, the receipt of the requested Adspend amount (and applicable fees) at least five (5) business days prior to the day in which the change in Adspend is to take effect, all in accordance with the process set forth in the immediately following section c. Subject to the foregoing, it is agreed and understood that DealerOn shall not unreasonably withhold approval of Adspend amounts requested by Licensee, including requests for an Adspend amount of a minimum of five hundred dollars ($500.00) for a Platinum Package and one thousand dollars ($1,000.00) for a Premier Package.

c. Subject to the immediately preceding section b., Licensee may seek to change its Adspend by informally communicating a request that DealerOn initiate a two-step change process: (i) DealerOn will formulate a change proposal document in response to Licensee’s request (“Change Proposal”) and make such Change Proposal to the Authorized E-mail of Licensee; (ii) Licensee may accept such Change Proposal by promptly evidencing unequivocal acceptance (i.e., without varying the terms of the Change Proposal and otherwise following the instructions therein) in a reply to the Authorized E-mail of DealerOn (Change Confirmation), the effective time of such change to be in accordance with the Billing & Payment section, appearing below. In the authorized Email section of the Order Form, Licensee designates the company e-mail address(es) of an authorized user duly empowered by Licensee to receive Change Proposals to the amount of the Adspend and to accept such proposals by e-mailing Confirmation of Adspend changes. Licensee shall fully cooperate with DealerOn in its efforts to record and administer all such authorizations in a manner that is compliant with HHT audit and third-party information security requirements. For its part, DealerOn hereby designates as its “Authorized E-mail” the company e-mail of the DealerOn representative actually e-mailing the Change Proposal; such DealerOn representative is authorized to formulate and make Change Proposals to the amount of the Adspend and to receive e-mail Confirmation of Adspend changes. Each Party hereby adopts its respective Authorized E-mail address as the “signature” of its duly authorized representative for purposes hereof. Either Party may change its Authorized E-mail address from time to time by providing the other Party written notice thereof in accordance with notice provisions of this Order Form or by following the change process set forth herein. Except for a possible change to an Authorized E-mail address, it is agreed and understood that only the Adspend amount may be changed pursuant to the change process set forth herein; in no event shall a Change Proposal and/or Confirmation be deemed to bind the Parties in any other regard or to amend this Agreement.

d. With regard to the change process set forth in the immediately preceding section c., the Parties agree that e-mails bearing an Authorized E-mail address of the sending Party may be deemed by the receiving Party to be a writing originated, signed and delivered by the duly authorized representative of the sending Party. Pursuant to the foregoing, Licensee understands and agrees that Confirmations received by DealerOn, from an Authorized E-mail address designated by Licensee, may be deemed by DealerOn to be a writing originated, signed and delivered on behalf of Licensee; in like manner, DealerOn understands and agrees that Change Proposals received by Licensee, from an Authorized E-mail address designated by DealerOn, may be deemed by Licensee to be a writing originated, signed and delivered on behalf of DealerOn. DealerOn and Licensee hereby agree that each Party will protect its own and Third-Party Resource account access credentials and designated Authorized E-mail address password(s) from unauthorized access. As regards the Authorized E-mail accounts, each Party will be solely responsible for any password dissemination, e-mail sharing permissions, account access delegations and similar access to Party-designated Authorized E-mails within such Party’s business organization. Neither Party will contest or assert a defense to the validity or enforceability of an agreed Adspend change by raising issues of fact or law relating to 1) the authority of the employee, agent, attorney-in-fact or any other person utilizing the Authorized E-mail address(es) designated by such Party and/or 2) the execution or delivery of Change Proposals or Confirmations signed and delivered by electronic means in the manner provided for herein.

9. Eligibility: DAS is made available exclusively to Licensees opting for either Platinum or Premier Service packages in the Order Form.

10. Reporting: After the initial month of the Campaign, DealerOn will make updated monthly reports available to Licensee through DealerOn’s online reporting platform during the Term. DealerOn will stand ready to conduct, and encourages Licensee to schedule, a monthly performance review call with DealerOn’s Dealer Advertising Manager.

11. Nondisclosure and Confidentiality: It is understood and agreed by the Parties that the commercial terms contained in the Order Form and any modification thereto, as well as DealerOn-generated DAS reports, keyword lists, recommendations and other DAS-related confidential, commercially sensitive, proprietary and/or consumer information exchanged by the Parties, shall be deemed to be confidential information as contemplated in the GTC and shall receive the confidential treatment accorded to such information therein.

12. Service Disclaimers: Licensee acknowledges the following with respect to the Service:

a) Third-Party Resources that may be utilized by DealerOn in rendering the Service are not owned or controlled by DealerOn; as a result, DealerOn cannot accept responsibility for any negative impact due to the policies maintained or instituted by such Third-Party Resources.

b) Many of the Third-Party Resources DealerOn may utilize are competitive in nature and DealerOn is therefore unable to guarantee position, consistent positioning, or specific placement of any particular pay-per-click keyword, phrase or search term.

c) Pay-per-click advertising may be subject to the individual policies and procedures of Third-Party Resources; each edit or change made to any resources employed by DealerOn may repeat these inclusion times.

d) Third-Party Resources utilized by DealerOn may block, prevent or otherwise stop accepting submissions for an indefinite period of time.

e) Any Third-Party Resources utilized by DealerOn may drop listings from its database for no apparent or predictable reason; DealerOn will re-submit resources to the Third-Party Resource based on the current policies of the Third-Party Resource in question.

f) DealerOn will make reasonable efforts to discover and keep Licensee informed of any changes that impact the Campaign and the execution thereof; provided, that despite the exercise of reasonable care, DealerOn may not become aware of changes to Third-Party Resources, industry dynamics, market factors or any other change that may affect the Campaign.

g) The Parties agree that the excuse for failure or delay in performance by a Party, appearing in the Force Majeure paragraph of the GTC, resulting from any cause beyond the reasonable control of a Party, such as “third party nonperformance,” shall be specifically understood to encompass any cause due to the action or inaction of Third-Party Resources, over which a Party has no control.

13. Billing & Payment: Adspend invoices may be submitted by email or other electronic means and amounts invoiced by DealerOn to Licensee are due and payable immediately. During the onboarding process and prior to the Commencement Date, Licensee shall make arrangements for immediate payment of Adspend reasonably acceptable to DealerOn, which may include credit card payment or electronic transfer of funds to DealerOn’s bank account. Licensee requests to increase Adspend within the calendar month, and the incremental Adspend amount, shall be invoiced by DealerOn and received from Licensee before such Adspend increase will take effect; Licensee requests to decrease Adspend will be accounted for and effected promptly within the normal course of providing the Service. In the normal course of rendering the Service, decreases in Adspend are not refunded to Licensee but held to fund future Adspend. The rendering of the Service is subject to receipt by DealerOn of all fees and timely DealerOn access to Adspend funds each month, as well as compliance with all other Terms of the Agreement. Failure of Licensee to timely pay Adspend as contemplated herein shall not excuse Licensee’s obligation to pay fees hereunder. Nothing herein shall be interpreted as requiring DealerOn to “front” Adspend for a Campaign or render Service, should Licensee fail to timely pay Adspend within the delays contemplated herein. In the event of non-payment, DealerOn may set-off its fees from any other Licensee funds and avail itself of the other remedies available under the Agreement.