TERMS AND CONDITIONS FOR AUTOMOTION MOBILE PLATFORM CREATION The attached Order Form along with these Terms and Conditions for AutoMotion Mobile Platform (collectively, the “Order Form”) are a legal agreement between you and Cinemotion, LLC d/b/a AutoMotion and its affiliates (collectively, “AutoMotion”) governing your use of the AutoMotion Mobile Platform. The Order Form constitutes the entire agreement between the parties and supersedes all prior agreements. The Order Form may be amended only upon the mutual written agreement of the parties. This Order Form may only be accepted by AutoMotion by its execution of the Order Form on the first page followed by delivery of the Service. Please carefully read this Order Form. It is a binding legal agreement. The Service AutoMotion has developed the AutoMotion Mobile Platform, which is an online platform to assist consumers and dealers in the process of shopping for a new or used automotive vehicle (the “Service”). Once you open an account by completing this Order Form, AutoMotion will use reasonable efforts to create your account on the AutoMotion Mobile Platform (the “Application”). AutoMotion reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. From time to time, AutoMotion may issue an update to the Service that may add, modify or remove features from the Application. These updates may be pushed out automatically with little or no notice. AutoMotion exclusively owns all rights, title and interest in and to the Service, the Application and all associated intellectual property rights, and you shall have no rights in the Services or the Application, other than the rights explicitly set forth in this Order Form. AutoMotion’s trademarks and trade dress may not be used in connection with any product or service that is not AutoMotion’s, or in any manner that is likely to cause confusion among customers or in any manner that disparages or discredits AutoMotion. You may not duplicate, copy, or reuse any portion of the Service or the Application without express written permission from AutoMotion. You understand that the technical processing and transmission of the Service, Application and Content, may be transferred unencrypted and may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices. In addition, you understand that we may use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service and the Application. AutoMotion will store all Content related to the Service in its content management system. AutoMotion shall not be liable under any circumstance to you or any other party for any Content that is lost, damaged or destroyed. AutoMotion does not represent or warrant that all Content will be available at all times. Your Account By executing this Order Form, you: • represent and warrant that you are an authorized franchise dealership in good standing of the manufacturers set forth on the first page of the Order Form (the “Manufacturers”). • authorize AutoMotion to use the Service to create your account on the AutoMotion Mobile Platform using images, video, 360 spins, data, text, audio, graphics, trademarks, logos, sounds, music, artwork and other content (collectively, “Content”) that may include the intellectual property of the Manufacturers as well as the intellectual property of AutoMotion. • affirm, represent and warrant that you own or have the necessary licenses, rights, consents and permissions to use the Content and grant AutoMotion the rights granted under this Order Form. • agree that the Content will not contain third party copyrighted material or material that is subject to other third party proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to use the Content. • grant AutoMotion a nonexclusive, transferrable, royalty-free, perpetual, irrevocable and fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute and display the Content throughout the world in any form or media to create, run and manage on your behalf the Service and your Application. You will comply with all applicable laws, rules and regulations pertaining to your performance under this Order Form, your use of the Service and your use of the Application. You further represent and warrant to AutoMotion that you (i) are a duly incorporated, chartered, organized or formed entity, validly existing and in good standing under the laws of the jurisdiction of its organization; (ii) are authorized to enter into this Order Form; and (iii) are not subject to any conflicting obligations that will or might prevent you from performing under this Order Form; and (iv) will not violate any agreements or covenants by entering into this Order Form or performing hereunder. Content and Your Conduct You are solely responsible for the Content that you license to AutoMotion under this Order Form. You agree not to: • provide any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information). • provide any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party. • disable, modify or change in any way any protection features in the Service or the Application. • intentionally or unintentionally violate any applicable local, state, national or international law, and any regulations having the force of law. You acknowledge that AutoMotion has the right (but not the obligation) in its sole discretion to refuse, edit or remove any Content. Collection and Use of Data AutoMotion may collect and compile certain non-personal information about (i) the devices and software a user uses to access the Application, (ii) the time and physical location of the user when using the Application; and (iii) how a user users the application for AutoMotion’s own business purposes (collectively, the “Usage Data”). For purposes of this Agreement, personal information means information that can be used to personally identify the user, such as email addresses, user names, and street addresses (“Personal Information”). You acknowledge and agree that the Usage Data may include the user’s browser, operating system, mobile device, and other information identifying the software or device used by the user. AutoMotion has an unrestricted, worldwide right to use the Usage Data to analyze and evaluate the features and functionality of the Application. AutoMotion also use the Usage Data for product marketing, promotion, and sales purposes in AutoMotion's sole business discretion. AutoMotion may share the Usage Data with any third party for marketing, advertising, or other uses. The Usage Data will not include any Personal Information, or any other information which identifies or can be attributed to an individual user. AutoMotion may contract with unaffiliated third parties to provide services such as data hosting, analytics and other services. When AutoMotion does this, we may provide your Content or Usage Data to third parties only to provide those services, and they are not authorized to use your Content or the Usage Data for any other purpose. Term and Termination The term of this Order Form will commence on the date set forth in the Order Form and continue in full force and effect for an initial period of one year (the “Initial Term”). At the end of the Initial Term, this Order Form shall automatically renew for consecutive one-year renewal terms, unless either party provides written notice to the other party that it elects not to renew this Order Form at least 60 days prior to the end of the Initial Term or any renewal thereof. In addition to the foregoing, this Order Form may be terminated in any manner provided below: • Either party may terminate this Order Form by written notice to the other party if such other party is in material breach of this Order Form and fails to cure the breach within 15 days of receipt of written notice of such breach. • AutoMotion may terminate this Order Form immediately in the event of your breach of any provision relating to the Content. • Either party may terminate this Order Form in the event an order is made or a resolution is passed for the winding up or for the reorganization in bankruptcy of the other party or if an order is made for the appointment of an administrator, trustee, manager or receiver to manage the affairs, business or property of the other party. Upon any termination of this Order Form before the end of a paid-up month, you will not receive a refund for any partial month. Upon termination of this Order Form, each party will promptly return to the other party all materials and documents containing any confidential information of the other party. Any party who terminates this Order Form in accordance with its terms shall also have all other rights and remedies available under law or equity. Each party’s rights and obligations under the provisions of this Order Form that, by their nature, should survive the termination of this Order Form shall survive any termination of this Order Form and continue in full force and effect. Payment Terms Free Service: Use of the service is free under a limited plan. Upgraded Service: You may upgrade your account to a paid plan to take advantage of additional features and benefits at any time. Pricing for the Service is set forth on the first page of the Order Form. AutoMotion reserves the right to change Service pricing upon 30 days prior notice. The Service is billed in advance on a monthly basis and is non-refundable. There will be no refunds or credits for setup fees, partial months of service, upgrade/downgrade refunds or refunds for months unused with an open account. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties. Disclaimer of Warranties and Limitation of Liability THE SERVICE, APPLICATION AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) AND SERVICES INCLUDED IN OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICE ARE PROVIDED BY AUTOMOTION ON AN “AS IS” AND “AS AVAILABLE” BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. AUTOMOTION MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SERVICE, APPLICATION OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES INCLUDED IN OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICE, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE AND THE APPLICATION IS AT YOUR SOLE RISK. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, AUTOMOTION DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. AUTOMOTION DOES NOT WARRANT THAT THE SERVICE; APPLICATION; INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES INCLUDED IN OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICE; ITS SERVERS; OR E-MAIL SENT FROM AUTOMOTION ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. AUTOMOTION WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE SERVICE OR THE APPLICATION OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES INCLUDED IN OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AUTOMOTION DOES NOT WARRANT THAT (i) THE SERVICE OR THE APPLICATION WILL MEET YOUR SPECIFIC REQUIREMENTS, (ii) THE SERVICE OR THE APPLICATION WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR THE APPLICATION WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, APPLICATIONS, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SERVICE OR THE APPLICATION WILL BE CORRECTED. YOU SPECIFICALLY ACKNOWLEDGE THAT AUTOMOTION SHALL NOT BE LIABLE FOR CONTENT OR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. YOU AND AUTOMOTION AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE ORDER FORM, SERVICE OR APPLICATION MUST COMMENCE WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. AUTOMOTION’S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING UNDER THIS ORDER FORM OR RELATING TO THE SERVICE OR THE APPLICATION SHALL NOT IN ANY EVENT EXCEED THE AMOUNTS PAID OR TO BE PAID BY YOU FOR THE SERVICE OR THE APPLICATION IN THE YEAR IN WHICH THE EVENT GIVING RISE TO SUCH LIABILITY OCCURRED. Indemnification To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless AutoMotion, its owners, subsidiaries, direct and indirect affiliates, officers, directors, attorneys, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (a) your use of and access to the Service or the Application; (b) your violation of any term of this Order Form; (c) your violation of any third party right, including without limitation any copyright, property or privacy right; or (d) any claim that Content caused damage to a third party; (e) any product, service or promotion made available on the Application; (f) any dispute between you and your customers and/ or users of the Application; and (g) your failure to comply with all local, state and federal rules, regulations and law . This defense and indemnification obligation will survive this Order Form and your use of the Service or the Application. Applicable Law You agree that the laws of the State of Minnesota, without regard to principles of conflict of laws, will govern this Order Form and any dispute of any sort that might arise between you and AutoMotion. You agree to the personal jurisdiction and venue in the state and federal courts located in Hennepin County, Minnesota, and waive any objection to such jurisdiction or venue. Miscellaneous Neither party shall be held liable to the other party for any failure to fulfill any term or condition hereunder if fulfillment has been delayed, hindered or interfered with by any circumstances which are beyond the control or without the fault of such party, including any industrial dispute, strike, act of God, fire, accident, war, terrorism, insurrection, delay of suppliers or inability to obtain materials or supplies. Any delay, indulgence or failure by either party to enforce any provision of this Order Form shall in no way affect the rights of either party thereafter to require complete performance or strict compliance by the other party and the same shall not be held to be a waiver of any breach or of the provision itself. If any term or condition of this Order Form is held to be invalid, void or unenforceable in any jurisdiction, the remaining provisions shall remain in full force and effect and shall in no way be effected, impaired, or invalidated, and the validity of the relevant term or condition in any other jurisdiction shall not be affected. This Order Form, together with any schedules and exhibits, constitutes the entire agreement between the parties pertaining to the subject matter of this Order Form. This Order Form supersedes and cancels all prior oral and written agreements or understandings between the parties with respect to the subject matter of this Order Form. No representations or statements of any kind made by any representative of either party, which are not stated herein, shall be binding. No course of dealing or usage of trade or course of performance shall be relevant to explain or supplement any term expressed in this Order Form. This Order Form may not be modified or amended, except by a writing signed by the both parties. AutoMotion expressly rejects any terms in any forms you provide.