End User Agreement

The customer signing the Savvy Dealer Subscription Agreement (the "Customer") agrees that Customer's use of any products or services (the "Service" or "Services") offered by Savvy Dealer, Inc. ("Savvy Dealer") will be subject to these standard terms and conditions (this "Agreement").

1. Agreement and Services

This Agreement governs Customer's use of all Services ordered from Savvy Dealer by Customer from time to time. These Services will be identified on invoices (each, an "Invoice") issued to Customer from Savvy Dealer. Subject to Customer's payment of any applicable Fees (as defined below), Savvy Dealer will provide to Customer the Services identified in each Invoice. As further specified in the applicable Invoice, the Services may consist of professional services, such as, but not limited to, website development and hosting services and/or access to online products and services (including any hardware or equipment provided by Savvy Dealer) that Savvy Dealer may make available to its customers from time to time via this website or any other digital platform (collectively, the "Savvy Dealer Site").

2. Access to Savvy Dealer Online Services

2.1 Grant of Rights

Subject to Customer's compliance with the terms of this Agreement, including, without limitation, the restrictions set forth in section 2.2 below, Savvy Dealer grants to Customer and its Authorized Users a non-exclusive, non-transferable, limited license, during the Term of this Agreement (as defined below), to access and use the Services on and through the Savvy Dealer Site, solely for the purpose of enhancing, managing, distributing, and displaying data and photos relating to the motor vehicles customer has in inventory or may acquire (collectively, "Inventory Data") via the Internet. Customer shall be responsible for compliance with, and any breach of, this agreement by Customer's authorized users. For purposes of this Agreement, "Authorized Users" means (a) Customer's employees, officers, directors and/or contractors who access any Services on behalf of Customer, and (b) if Customer obtains website development and/or hosting services from Savvy Dealer, the end-users of Customer's website(s).

2.2 Restrictions on Use

Customer acknowledges and agrees that the Services are licensed for use at a single dealer location or rooftop, and Customer shall not use the Services for more than one dealer location or rooftop unless Customer enters into a separate agreement with Savvy Dealer for each additional dealer location or rooftop. Customer may not (i) provide, disclose, make available, allow access to, or permit use of any Service by any third party; (ii) modify, adapt, translate, or create derivative works based upon the underlying software code of any Service; (iii) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of any Service except to the extent Customer may be expressly permitted to do under applicable law; or (iv) use any Service to provide services to a third party.

3. Data Rights

3.1 Inventory Data

Customer acknowledges that certain Services will require Savvy Dealer, its Affiliates (as defined in Section 9.1, below) and/or its service providers to access, store and manage Customer's Inventory Data. If Customer requests any such Service, Customer agrees that Savvy Dealer, its Affiliates and/or such service providers may access Customer's dealer management system for purposes of acquiring Inventory Data for use for their respective business purposes, which may include, without limitation, performing VIN decoding/enhancement, distributing Inventory Data, and preparing and distributing statistical analysis based on the Inventory Data. Customer alone is responsible for ensuring the accuracy and integrity of the Inventory Data. Customer must notify Savvy Dealer immediately of any problems with the Services or any errors in the Inventory Data.

3.2 Performance/Transaction Data

Customer may use the Services to manage leads, transactions, and other customer interactions in connection with the operation of its motor vehicle dealerships and to assess and enhance the performance of its marketing efforts (collectively, this data is referred to as the "Performance/Transaction Data"). Customer hereby grants to Savvy Dealer and its Affiliates a perpetual non-exclusive, royalty-free, irrevocable right and license to (i) use, copy, perform, display, distribute and modify the Performance/Transaction Data in any manner or medium, now known or hereafter developed, for Savvy Dealer's and its Affiliates' business purposes, and (ii) prepare statistical analysis based on such Performance/Transaction Data ("Statistical Data") which Savvy Dealer and its Affiliates may use to improve their Services and may combine with other similar data from other customers and disseminate and otherwise use in aggregate form.

3.3 Proprietary Rights in Customer Data

Subject to the licenses granted pursuant to section 3.1 and 3.2, above, as between the Customer and Savvy Dealer, Customer will own and retain all right, title and interest in and to all Inventory Data and Performance/Transaction Data (collectively, "Customer Data") provided or made available to Savvy Dealer, or otherwise collected or received by Savvy Dealer, in connection with Customer's use of the Services.

4. Term; Termination

4.1 Term

The Term of this Agreement will commence as of the date on which Customer signs the Savvy Dealer Subscription Agreement and will remain in effect unless and until terminated as set forth below ("Term").

4.2 Termination for Cause

Savvy Dealer may terminate this Agreement and/or cancel any Service(s) ordered under an Invoice or Savvy Dealer Subscription Agreement in the event of a breach of the terms of this Agreement by Customer that remains uncured for a period of five (5) days following Customer's receipt of written notice of such breach from Savvy Dealer. Customer may terminate this Agreement in the event of a material breach of the terms of this Agreement by Savvy Dealer that remains uncured for a period of thirty (30) days following Savvy Dealer's receipt of written notice of such material breach from Customer.

4.3 Termination for Convenience

Without limiting section 4.2 above, Customer may terminate this Agreement and/or cancel any Service(s) at any time, with or without cause, upon ninety (90) days' prior written notice to Savvy Dealer. Savvy Dealer may terminate this Agreement and/or cancel any Service(s) at any time, without cause, upon thirty (30) days' prior written notice to Customer. The cancellation of any Service will not terminate this Agreement nor cancel any other Service unless expressly stated in the applicable notice of termination or cancellation.

4.4 Effects of Termination

Upon expiration or termination of this Agreement or any Service: (i) Customer's right to use the Services will immediately terminate; and (ii) all unpaid Fees outstanding from Customer will become immediately due and payable. Sections 2.2, 3, 4.4, 6, 7, 8, 9, 10, 11, 12 and 14 will survive any termination of this Agreement.

5. Fees; Payment

5.1 Fees

Customer will pay Savvy Dealer the fee specified in each invoice ("Fees"). Payments of Fees are due monthly in advance. If Fees are to be paid by credit card, Savvy Dealer may charge the credit card as of the first business day of the first month after Customer requests the corresponding Services, and on the first business day of each subsequent month thereafter, until termination of the applicable Service in accordance with Section 4.3, above. If Customer is to be invoiced for payment, Customer will be invoiced for all Services monthly, in advance. All amounts paid by Customer pursuant to this Agreement are non-refundable. Late payments may bear interest at the rate of one and one-half percent (1.5%) per month or the highest rate permitted by law, if lower. If Customer fails to make payments when due, Customer will be responsible for all reasonable expenses (including attorneys' fees) incurred by Savvy Dealer in collecting such amounts. Customer will be responsible for and will pay all federal, state and local taxes that are imposed on the Fees paid or Services provided hereunder. If Customer cancels any Service that was priced by Savvy Dealer as part of a bundle of Services, but does not cancel all of such Services, Savvy Dealer may adjust the Fees for such service.

5.2 Overage Charges

In addition to regular monthly Service Fees, Customer may be subject to overage charges in connection with usage of Customer's call tracking account, MMS text messaging, or cellular data plans in connection with Customer's use of the Services under this Agreement. If Customer purchases one of these Services, the monthly usage limits will be set by the product package in effect at the time of purchase. If Customer exceeds the set limit of the product package, Customer will automatically be enrolled in the next highest product package for the month in which the overage occurs. All fees associated with the next highest product package will be applied as overage fees for that particular month and Customer will be obligated to pay such amount. Overage charges will be applied on a month-to-month basis and will not automatically enroll Customer in any level of product package beyond the month in which the overage charges were incurred. By purchasing any product package with a set limit of monthly usage, Customer consents to being temporarily enrolled in the next highest product package in order to pay for any overage charges that occur for any given month.

6. Representations and Warranties

6.1 Customer Warranties

Customer represents and warrants that (i) it is a legal entity duly organized, validly existing and in good standing; (ii) it has all requisite corporate powers and authority to execute, deliver and perform its obligations hereunder; (iii) it has all rights necessary to provide the Customer Data and any other materials (including any trademarks, service marks, logos, photographs, images, graphics, audio, video, or other creative materials (collectively, "Customer Materials")) provided or made available by Customer, and that such Customer Data and Customer Materials do not and will not infringe any rights of any third party, including, but not limited to, any contractual rights, trademark or trade secret rights or any right of privacy or publicity; (iv) Customer's use of the Services will comply with all applicable laws, rules and regulations, including without limitation, any privacy laws; and (v) to the extent Customer purchases website hosting services from Savvy Dealer, Customer will provide Savvy Dealer with a written privacy statement to post on such websites that complies with applicable law and that contains any terms that Savvy Dealer may from time to time, provide to Customer for inclusion in such privacy statement.

6.2 Disclaimer

Savvy Dealer makes no warranties, express or implied, regarding the services provided under this agreement, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose or non-infringement. The services are provided "as is" and "with all faults" and Savvy Dealer makes no warranty that the services (i) will be uninterrupted or error-free or will operate in connection with any particular software, or that any errors will be corrected; (ii) will meet Customer's requirements or expectations; (iii) will produce accurate or reliable results; or (iv) will be free of viruses or other harmful or malicious code.

7. Indemnification

Customer will indemnify, defend and hold Savvy Dealer, its Affiliates, successors and assigns, and all of their respective officers, directors, employees and agents harmless from and against any and all claims, demands, causes of action, debts or liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of a third-party claim resulting from (i) any breach or alleged breach of Customer's obligations, representations or warranties under this Agreement; (ii) Customer's use of the Services; or (iii) any claim that any Customer trademarks, service marks, trade names, logos or other content or materials furnished by Customer for use in connection with the Services, including, without limitation any Customer Data and any Customer Materials (including, if Customer obtains any website development and hosting services from Savvy Dealer, any content or advertising posted on such website by Customer's end users), but excluding any content provided by Savvy Dealer, (a) misappropriates any third party's confidential information; (b) violates any applicable law, rule or regulation; (c) libels any person or entity; or (d) otherwise violates or infringes the rights of any third party, including, without limitation, any patent, copyright, trademark, trade secret, or other intellectual property or proprietary right, or any right of privacy or publicity.

8. Limitation of Liability

In no event will Savvy Dealer, its affiliates, subsidiaries, or licensors be liable to Customer or any third party for any special, indirect, punitive, consequential, or incidental damages, including, without limitation, lost profits, loss of use, or loss of data, arising out of or related to this agreement, under any cause of action, whether based on breach of contract, tort (including negligence), or any other legal theory, even if advised of the possibility of such damages. Savvy Dealer, its affiliates and its and their licensors total liability to Customer or any third party claiming through Customer for any claim arising out of Savvy Dealer performance under this agreement or its provision of the services hereunder will not exceed, in the aggregate, the total fees actually paid by Customer to Savvy Dealer during the twelve (12) month period immediately preceding the event giving rise to such claim.