DealerRater Terms of Use

a.These Terms and Conditions (these "Terms") govern the provision of products and services by DealerRater.com LLC, a Delaware limited liability company ("DealerRater US") or DealerRater Canada, LLC, a Delaware limited liability company ("DealerRater Canada") to the dealership customer ("Customer") stated on the accompanying Order (as defined below) signed or executed by the Customer. DealerRater US and DealerRater Canada, as applicable to a particular Order, are referred to herein as "DealerRater."

b.From time to time, DealerRater and Customer may execute one or more order forms (each, an “Order”) that will be accepted as set forth in Section 1(c). As applicable, each Order will specify: (i) the type(s) and amount(s) of Deliverables (defined below), (ii) the price(s) for such Deliverables, and (iii) the contract terms and agreed upon fees.

c.Acceptance of the Order and these Terms will be deemed the date of written (which, unless otherwise specified, for purposes of these Terms, will include paper, fax, or communication) approval of the Order by DealerRater and the Customer, Notwithstanding the foregoing, modifications to the originally submitted Order will not be binding unless approved in writing by both DealerRater and the Customer.

d.The Order, these Terms and any exhibits, schedules or addenda hereto or thereto that are explicitly incorporated herein or therein (collectively, this "Agreement") comprise the entire agreement between DealerRater and the Customer (each, a "Party" and collectively, the "Parties"), and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. To the extent a term of the Order conflicts with these Terms, the term in the Order shall control.

e.These Terms prevail over any of Customer’s general terms and conditions regardless of whether or when Customer has submitted its request for proposal, order, or such terms. Provision or performance of Deliverables to the Customer does not constitute acceptance of any of Customer's terms and conditions and does not serve to modify or amend these Terms. This Agreement may be amended only by a written document signed by both parties to this Agreement.

f.PLEASE BE ADVISED THAT THESE TERMS REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS.

a.Definitions.

b.Customer Feedback. Customer hereby grants and agrees to grant to DealerRater the perpetual, worldwide, irrevocable, royalty-free, transferable and sublicensable right and license to use any ideas, suggestions, comments, or other feedback about the Deliverables (or any other DealerRater's services or products) provided by Customer for any purpose, without payment or other compensation to Customer or any end user.

c.Suspension. DealerRater may modify, suspend, discontinue or restrict the use of any portion of the Deliverables and Sites without notice or liability to Customer. Any modifications made to third party websites are made without representations or warranties of any kind, and DealerRater disclaims any liability that may arise from such modifications. For more information, please see Section 12(b).

d.Business Accounts. As applicable, Customer may provide DealerRater with login access to Customer’s social media business accounts, including but not limited to, Facebook and Google Profiles (collectively “Business Accounts”) to manage the external connections, reviews, and profiles within the Business Accounts on Customer’s behalf. All actions taken by DealerRater shall be at the written request of the Customer, and Customer may revoke access to the Business Accounts from DealerRater at any time. DealerRater will be responsible for keeping the credentials to the Business Accounts confidential and secure. DealerRater shall have no liability in regards to any reviews, comments and/or connections it uploads or manages through the Business Accounts. Customer warrants and represents that any content submitted by Customer to DealerRater to use in its Business Accounts are deemed Customer Content subject to Section 6(d) below.

e.Updates to Deliverables. DealerRater may launch new services and products, combine services and products, modify services and products or discontinue services and products for its Customers (“Deliverables Update”). In the event of a Deliverables Update, current Customers who are in good standing may continue to receive the Deliverables under an existing Order, but no new Customers will be eligible to sign up for new terms for the previous Deliverable. DealerRater reserves the right to transition all existing Customers to a Deliverables Update upon reasonable notice to the impacted Customers.

a.Beta/Pilot. From time to time, DealerRater may provide a Beta and/or Pilot Programs (the “Beta Program”) to make pre-release software, features, and products (“Beta Products”) available to Customer if Customer opts in to the Beta Program. The Beta Program provisions of this Agreement will only apply to Customer's use and access to the Beta Products. DealerRater may make Beta Products available to Customer from time to time, provided that DealerRater may modify or discontinue Beta Products at any time for any reason without liability or notice to Customer.

b.DUE TO THE NATURE OF BETA PRODUCTS, DEALERRATER PROVIDES ALL BETA PRODUCTS AS-IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, AND MERCHANTABILITY. Customer acknowledges and agrees that any use of Beta Products will be at its own risk and that Customer has no obligation to use the Beta Products.

c.DUE TO THE NATURE OF BETA PRODUCTS AND TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, NEITHER DEALERRATER NOR ITS PARENTS, AFFILIATES OR SUBSIDIARIES, THEIR RESPECTIVE OFFICERS, DIRECTORS, PARTNERS, EMPLOYEES, SHAREHOLDERS, OR OWNERS WILL BE LIABLE TO CUSTOMER FOR ANY DIRECT, INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, AND/OR PUNITIVE DAMAGES, EVEN IF DEALERRATER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES FOR CUSTOMER’S PARTICIPATION IN THE BETA PROGRAM AND USE OF THE BETA PRODUCTS. IN NO EVENT WILL DEALERRATER’S TOTAL LIABILITY TO CUSTOMER FOR CUSTOMER’S USE OF THE BETA PRODUCTS AND PARTICIPATION IN THE BETA PROGRAM EXCEED THE AMOUNT OF FIVE ($5.00) DOLLARS. THE FOREGOING LIMITATIONS WILL APPLY TO ALL DEALERRATER BETA PRODUCTS AND BETA PROGRAMS EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

a.Approval. DealerRater’s performance under the Agreement is explicitly conditioned upon credit approval of Customer. Customer authorizes DealerRater to obtain a credit report to determine, in accordance with the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., the creditworthiness of the Customer. Customer agrees to pay all fees specified in the Order within 30 days of the date of invoice. Any one-time setup fee is due upon Customer’s execution of the Order. All payments will be made in U.S. Dollars. All payments for DealerRater products and services sold under Cars.com Holdings Canada Inc. will be made in Canadian Dollars. If payment is made by credit card or ACH, Customer expressly authorizes DealerRater and/or its designated billing vendor to draw items (checks, electronic fund transfers, charge card) for the purpose of paying the fees set forth on the Order. If any fees are not paid to DealerRater by Customer when due, DealerRater may charge and Customer will pay interest on unpaid amounts at the rate of 1.5% per month, or the highest rate permitted by Applicable Law, whichever is less. Customer agrees to pay all of DealerRater’s costs, including attorneys’ fees, incurred in collecting overdue amounts. Customer will be solely responsible for payment of any taxes applicable to its payment for and/or use of the Deliverables other than taxes on DealerRater’s income. DealerRater reserves the right to increase fees or terminate Deliverable subscriptions with 30 days’ notice to Customer, provided that Customer will have the right to terminate the Agreement in such a case by providing DealerRater with written notice prior to the end of such 30-day period.

b.Co-Op. If Customer requests the assistance of DealerRater in any manufacturer co-op advertising program, Customer remains solely responsible for complying with all terms, conditions, and requirements necessary for reimbursement under such program.

a.Term. The "Initial Term" means the period specified on the Order (or if no such period is specified, 12 months), commencing upon delivery or commencement of performance of a Deliverable.

b.Renewal. Upon the expiration of the Initial Term, this Agreement shall automatically renew on a month-to-month basis (each, a "Renewal Term") until either Party provides at least 30 days’ written notice of termination to the other Party. For purposes of clarity, if either party wishes to terminate the Agreement after 12 months, the earliest the parties may terminate this Agreement is after 13 months (a party may not give 30 days’ notice of termination during the Initial Term). The Initial Term and all Renewal Terms are collectively referred to herein as the "Term".

c.Termination for Breach. Either Party may terminate this Agreement in the event the other Party is in material breach of this Agreement. DealerRater reserves the right to modify or discontinue any Deliverable at any time and may suspend performance for Customer’s failure to pay any invoice when due or when Customer fails to comply with any of the Policies (defined below) and such breach is not cured by the Customer within 30 days of Customer’s receipt of written notice of such breach from DealerRater. Furthermore, DealerRater reserves the right to modify or discontinue any Deliverable at any time and may suspend performance for Customer’s failure to pay any invoice when due or when Customer fails to comply with any of the Policies. This Agreement shall automatically terminate without any action or notice by either Party, and all amounts due to DealerRater under this Agreement shall accelerate and become immediately due and payable, if: (i) Customer commences a voluntary case under Title 11 of the United States Code or the corresponding provisions of any successor laws; (ii) anyone commences an involuntary case against Customer under Title 11 of the United States Code or the corresponding provisions of any successor laws and either (A) the case is not dismissed by midnight at the end of the 60th day after commencement or (B) the court before which the case is pending issues an order for relief or similar order approving the case; (iii) a court of competent jurisdiction appoints, or Customer makes an assignment of all or substantially all of its assets to, a custodian (as that term is defined in Title 11 of the United States Code or the corresponding provisions of any successor laws) for Customer or all or substantially all of its assets; and Customer fails generally to pay its debts as they become due (unless those debts are subject to a good faith dispute as to liability or amount) or acknowledges in writing that it is unable to do so. To be effective, notice of termination by Customer must be emailed to pendingservice@cars.com and include the Customer name and product(s) being terminated.

d.Termination for Convenience. If Customer terminates the Agreement without cause prior to the end of Initial Term, then Customer will pay DealerRater a termination fee equal to the remaining outstanding fee for any relevant Deliverable(s) through the end of the Initial Term. To be effective, notice of termination by the Customer must be emailed to pendingservice@cars.com and include the Customer name and product(s) being terminated. DealerRater and Customer may revoke any termination and in this event the Agreement will remain in full force and effect. Customer agrees to reimburse DealerRater for all costs expended or incurred by DealerRater and all charges paid by DealerRater to or irrevocably due from Cars.com to vendors and suppliers. Customer will remain liable to DealerRater for amounts due for any custom content or development (“Custom Material”) provided to Customer or completed by DealerRater or its third-party vendor prior to the effective date of termination. For Orders that contemplate the provision or creation of Custom Material, DealerRater will specify the amounts due for such Custom Material as a separate line item. Customer will pay for such Custom Material within 30 days from receiving an invoice therefore.

a.DealerRater Warranties and Covenants. DealerRater represents and warrants to Customer that: (i) DealerRater has the requisite power and authority to enter into and perform its obligations under this Agreement; and (ii) to the knowledge of DealerRater, nothing in the Deliverables developed by DealerRater infringes or violates any right of any third party.

b.DISCLAIMER OF WARRANTIES REGARDING DELIVERABLES. FOR ALL U.S CUSTOMERS, NEITHER DEALERRATER NOR ANY OF ITS SERVICE PROVIDERS, EMPLOYERS, OR AGENTS OFFER OR PROVIDE ANY EXPRESS OR IMPLIED WARRANTY THAT THE DELIVERABLES WILL BE UNINTERRUPTED, ERROR FREE OR WILL PERFORM IN ANY PARTICULAR FASHION, NOR THAT THE DATA PROVIDED WILL BE ACCURATE OR COMPLETE OR THE USE OR PERFORMANCE OF THE PRODUCTS WILL GENERATE ANY PARTICULAR RESULTS, FINANCING OR SALES. NEITHER DEALERRATER NOR ANY OF ITS SERVICE PROVIDERS, EMPLOYEES, OR AGENTS OFFER OR PROVIDE ANY EXPRESS OR IMPLIED WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM THE USE OF THE DELIVERABLES. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE DELIVERABLES SHALL BE PERFORMED AND DELIVERED ON AN "AS-IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

c.DISCLAIMER OF WARRANTIES REGARDING THIRD PARTY PRODUCTS. FOR ALL U.S CUSTOMERS, DEALERRATER HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THIRD-PARTY VENDOR PRODUCTS, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF TITLE, ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE DISCLAIMER CONTAINED IN THIS PARAGRAPH DOES NOT AFFECT THE TERMS OF ANY MANUFACTURER’S WARRANTY. DEALERRATER HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE ACCURACY OF ANY WRITTEN MATERIAL, ACCOUNTS, DESCRIPTIONS OR DISCLOSURE BY THIRD PARTIES ON THE SITES.

d.Customer Warranties. Customer represents and warrants to DealerRater that (i) neither the use of any reviews, responses, notice, photographs, images, video, animation, film, illustrations, drawings, charts, maps, indexes, other graphical and visual materials, music, sound, narration and other audio materials or other works owned or controlled by Customer but excluding any text or other content created in whole or in part by DealerRater ("Customer Content") or any trademarks, service marks, trade names, logos, or symbols owned, licensed or used by Customer ("Customer Marks") nor Dealer Rater’s exercise of any licenses granted herein shall not (A) infringe upon any copyright, patent, trademark, or other proprietary rights of any third party; (B) violate any Applicable Law or non-proprietary third-party rights; (C) constitute false advertising or any other unfair business practice; or (D) defame, disparage, or violate the rights of publicity or privacy of any person; (ii) all information Customer provides to DealerRater in connection with Customer’s access to and use of the Site is true, accurate, and complete, and that Customer will maintain and routinely update such information to keep it true, accurate, and complete at all times, (iii) the Customer Content is and shall at all times during the Term be suitable for reproduction and timely delivered to DealerRater in the form specified by DealerRater; (iv) the Customer Content does not contain and shall at no time during the Term contain any material that is unlawful, harmful, fraudulent, threatening, abusive, harassing, defamatory, vulgar, obscene, profane, hateful, racially, ethnically, or otherwise objectionable, including, without limitation, any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any Applicable Law; (v) the materials provided to DealerRater including, without limitation, Customer Content, descriptive claims, warranties, guarantees, nature of business, are true, complete and accurate in all respects; and (vi) all Customer Content has been legally obtained and that Customer has proper authorization and permission to share the Customer Content with DealerRater in compliance with Applicable Law.

a.Compliance with Applicable Law. Customer covenants to DealerRater that at all times during the Term that (i) Customer has the requisite power and authority to enter into and perform its obligations under this Agreement, (ii) Customer will comply with Applicable Laws and Policies, and (iii) any Customer Content provided to DealerRater does not infringe or violate any right of any third party. DealerRater may suspend or terminate its performance under this Agreement without notice or penalty in the event of Customer’s failure to comply with this Section.

b.Compliance with Policies. DealerRater may provide policies, notices, and/or other documentation on its Sites (“Policies”). Such Policies must be reviewed by the Customer. The Parties understand and acknowledge that the Policies reflect the standard website services package offered by DealerRater. Customer covenants to DealerRater that at all times during the Term, Customer will comply with the Policies. DealerRater may suspend or terminate its performance under this Agreement without notice or penalty in the event of Customer’s failure to comply with all Policies.

c.No Unauthorized Access. Subject to the limited license granted herein with respect to the Deliverables, DealerRater grants the Customer a limited license to access and make use of the Sites and the content thereof for legitimate purposes. By accessing the Sites, the Customer agrees that it will not use any automated mechanism, which may include but is not limited to web robots, crawlers or spiders to access, query or otherwise collect information or scrape data from the Sites, and will not use any device or routine that would interfere with the proper working of the Sites. Unless otherwise permitted by DealerRater, any alteration, modification, reproduction, redistribution, retransmission, redisplay or other use of any content in any other manner or for any other purpose constitutes an infringement of DealerRater's intellectual property and other proprietary rights. Customer may not reproduce, copy, perform, create derivative works from, republish, upload, post, retransmit, or redistribute in any way whatsoever any content from the Sites or Deliverables, or any other website owned or operated by DealerRater, without the prior written permission of DealerRater. Use of the content or any portion thereof on any other website is expressly prohibited without prior written permission from DealerRater. The Customer shall not remove or modify any copyright notice or trademark legend, author attribution or other notice placed on or contained within the content on the Sites or Deliverables.

a.Customer Indemnification. Customer shall indemnify, defend and hold harmless DealerRater and its directors, officers, and employees (collectively, "DealerRater Indemnitees") against any and all claims, actions, damages, judgments, losses, settlements, penalties, fines, costs and expenses (including reasonable attorneys’ fees and court costs) (collectively, "Damages") incurred by DealerRater Indemnitees relating to or arising out of (i) any third-party claim that the Customer Content or Customer Mark, or any use of the Customer Content or Customer Mark in accordance with this Agreement, infringes or misappropriates any third party’s intellectual property rights, (ii) Customer’s breach of Confidentiality, (iii) any third-party claim based on Customer’s (a) negligence or willful misconduct; (b) use of the Deliverables in a manner not authorized by this Agreement; (c) use of the Deliverables in combination with data, software, hardware, equipment, or technology not provided by DealerRater or authorized by DealerRater in writing; (d) actions taken by DealerRater for Business Accounts at the request of the Customer; (e) violation of this Agreement; (f) modifications to the Deliverables not made by DealerRater; or (h) violation of Applicable Laws or Policies; provided, that Customer may not settle any third-party claim against DealerRater unless DealerRater (in its sole discretion) consents to such settlement, and further provided that DealerRater will have the right, at its option, to defend itself against any such third-party claim or to participate in the defense thereof by counsel of its own choice.

b.DealerRater Indemnification. Subject to the limitations set forth in herein, DealerRater shall indemnify, defend and hold harmless Customer and its directors, officers, and employees ("Customer Indemnitees") against any Damages incurred by Customer Indemnitees, solely to the extent and proportion such Damages arise from any third party claim based on (a) DealerRater's gross negligence or willful misconduct; (b) DealerRater’s breach of Confidentiality, or (c) DealerRater’s willful violation of any applicable law, regulation, judicial or administrative action, or the right of a third party (except as directed or approved by Customer).

a.Ownership. As between the Parties, DealerRater or, as applicable, its licensors or successors, shall own the entire, right, title and interest in the Deliverables including the Platform, and any technology developed by DealerRater, whether under this Agreement or otherwise, or that it uses to provide the Deliverables, including any software (including all routines and algorithms therein and documentation therefor), code, formulas, website platforms, website pages, page design and layout and associated techniques, CGI or PERL scripting, other works of expression (including literary works, audio works and visual works), inventions, discoveries, processes, methods, compositions, and techniques, and any and all intellectual property rights therein or thereto (the "DealerRater Intellectual Property"). For the avoidance of doubt, the foregoing shall not be deemed to apply to any Customer Marks or Customer Content.

b.Licenses. Upon DealerRater’s timely receipt of any and all fees due and payable by Customer, DealerRater shall grant to Customer, for the Term, a limited, non-exclusive, non-sublicensable, non-transferrable, worldwide, license to use the DealerRater Intellectual Property included in, embodied by or otherwise used to provide the Deliverables (the "Licensed Intellectual Property") solely for Customer’s own business use in operating the Deliverables in a manner that complies with this Agreement (the "Licensed Purposes"). As to any software included in the Licensed Intellectual Property, Customer’s license thereto shall be limited to the executable form of such software; as to any tangible work of expression included in the DealerRater Intellectual Property, Customer, in its exercise of its license thereto, may not reproduce, transmit, and distribute such Licensed Intellectual Property except as strictly necessary for the Licensed Purposes. This license shall continue for the Term and shall automatically and immediately terminate upon the expiration or termination thereof. This license shall be irrevocable during the Term except as otherwise provided in this Agreement.

c.Prohibited Activities. DealerRater does not provide any implied rights of use or access to the Deliverables or any DealerRater Intellectual Property. Without limiting the foregoing, except to the extent expressly permitted in this Agreement, Customer shall not (i) create derivative works based on the Licensed Intellectual Property; (ii) modify the Licensed Intellectual Property except to update certain modules identified by DealerRater; (iii) operate or attempt to operate any of the Deliverables on a "service bureau" or "timeshare" or "software as a service" basis, provide services on behalf of or as a service to third parties or otherwise provide copies of any of the Deliverables or make any of the Deliverables available to any third parties; (iv) rent, lease, market, or sublicense the Licensed Intellectual Property to third parties, except pursuant to a separate, written distribution agreement with DealerRater; (v) disassemble, decompile or otherwise reverse engineer any of the Deliverables for any purpose, including to gain access to the source code of any such software or accessing any component of software included in the DealerRater Intellectual Property that is not licensed to Customer under this Agreement; or (iv) otherwise use, access, manipulate or modify any of the Deliverables for any purpose not expressly permitted under this Agreement. Customer consents to the use of technological security devices to regulate use of any of the Deliverables and agrees not to attempt to circumvent, reverse engineer, or duplicate such devices.

d.Revocation for Unlicensed Use. Customer’s use of the Deliverables shall be limited to the usage rights granted herein and subject to the limitations set forth herein. In the event that Customer uses any of the Deliverables or any derivative works thereof at any other time or location, for another person, or otherwise uses any of the Deliverables, or any DealerRater Intellectual Property, for any reasons other than the Licensed Uses, or in the event that Customer owes DealerRater outstanding fees, DealerRater may revoke any and all licenses granted herein and shall be entitled to pursue all remedies under law and equity. Any such revocation shall be effective immediately upon DealerRater’s notice to Customer.

a.Confidentiality. Each Party receiving (the “Receiving Party”) business, technical or financial information hereunder relating to the other Party's business (including but not limited to non-public information regarding features, functionality and performance of the Deliverables) ("Confidential Information") from the other Party (the “Disclosing Party”) agrees: (i) to take reasonable precautions (but in any event, no precautions no less stringent than those used to protect its own Confidential Information) to protect such Confidential Information, and (ii) not to use (except in performance of the Deliverables or as otherwise permitted herein) or divulge to any third person any such Confidential Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that (a) is or becomes generally available to the public, (b) was in its possession or known prior to receipt from the Disclosing Party, (c) was rightfully disclosed to it without restriction by a third party, (d) was independently developed without use of any Confidential Information of the Disclosing Party or (e) is required to be disclosed by Applicable Law; provided that if a disclosure is required by Applicable Law, the Receiving Party first shall give written notice to the Disclosing Party and made a reasonable effort and allow the Disclosing Party to obtain a protective order. At the end of the Term, the Receiving Party shall promptly return to the Disclosing Party all copies, whether in written, electronic, or other form or media, of the Disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the Disclosing Party that such Confidential Information has been destroyed.

b.Rights and Ownerships. DealerRater or its service provider owns and shall own and retain all right, title and interest in and to (a) the Deliverables, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Deliverables or support, (c) any documents, work product, and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of DealerRater in the course of performing the Deliverables, and (d) all intellectual property rights related to any of the foregoing.

a.Limitation of Liability. NEITHER DEALERRATER NOR ITS PARENTS, AFFILIATES OR SUBSIDIARIES, NOR THEIR RESPECTIVE OFFICERS, DIRECTORS, PARTNERS, EMPLOYEES, SHAREHOLDERS, OR OWNERS SHALL BE LIABLE TO THE CUSTOMER IN CONNECTION WITH THIS AGREEMENT REGARDLESS OF THE FORM OF ACTION OR THEORY OF RECOVERY, FOR ANY:

b. DEALERRATER SHALL NOT BE LIABLE FOR ANY CLAIMS OR DEMAND AGAINST CUSTOMER BY ANY THIRD PARTY EXCEPT IF OTHERWISE PROVIDED HEREIN. DEALERRATER SHALL NOT BE LIABLE FOR THE ACTIONS OF ANY SUB-CONTRACTOR OR AGENT OF DEALERRATER.

c. CUSTOMER AGREES THAT NO ACTION AGAINST DEALERRATER MAY BE BROUGHT UNLESS THE ACTION IS BROUGHT WITHIN THE LESSER OF: (I) ONE (1) YEAR OF THE DATE OF THE EVENT THAT RESULTED IN THE DAMAGES AND (II) THE SHORTEST LIMIT OF TIME PERMITTED UNDER APPLICABLE LAW.

d.Customer Waiver. FOR ALL U.S CUSTOMERS, CUSTOMER EXPRESSLY WAIVES ANY CLAIM THAT IT MAY HAVE AGAINST DEALERRATER BASED ON ANY THIRD-PARTY VENDOR PRODUCT LIABILITY OR INFRINGEMENT OR ALLEGED INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHTS WITH RESPECT TO ANY THIRD-PARTY VENDOR PRODUCT AND ALSO WAIVES ANY RIGHT TO INDEMNIFICATION FROM DEALERRATER AGAINST ANY SUCH CLAIM MADE AGAINST CUSTOMER BY ANOTHER PARTY. CUSTOMER FURTHER EXPRESSLY WAIVES ANY CLAIM THAT IT MAY HAVE AGAINST DEALERRATER BASED ON (x) ANY CLAIM THAT THE USE OR PERFORMANCE OF THE PRODUCTS FAILED TO GENERATE ANY PARTICULAR RESULTS OR SALES OR THAT THE PRODUCTS DID NOT PERFORM IN ANY PARTICULAR FASHION WHATSOEVER; or (y) ANY CLAIM RELATING TO OR ARISING OUT OF REVIEWS OR ANY OTHER WRITTEN INFORMATION, STATEMENTS, COMMENTS OR OPINIONS, MATERIAL, ACCOUNTS, DESCRIPTIONS OR DISCLOSURE BY THIRD PARTIES ON THE SITES.

e.Customer's Acts or Omissions. If DealerRater's performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer or its agents, subcontractors, consultants, or employees, DealerRater shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.

a.Independent Contractors. The Parties are independent contractors. Neither Party is an agent, representative, or partner of the other Party, and these Terms shall not be construed as creating a partnership, joint venture or agency relationship or granting a franchise between the Parties. Neither Party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party.

b.Linked Sites. For the Customer's convenience, certain hyperlinks may be provided on the Sites which link to other websites that are not under the control of DealerRater. DealerRater does not sponsor or endorse such websites and is not responsible for the accuracy, content or any aspect thereof. DealerRater disclaims all liability for such websites, and for any use of the links to such websites or use of such websites themselves. DealerRater also disclaims all liability and makes no representations or warranties for any products or services made available, sold or provided to the Customer by any third party. The Customer's use of other websites, and the offer or purchase of products or services on or through such other websites, is subject to the terms and conditions thereof. The Customer agrees that it will bring no suit or claim against DealerRater arising from or based on their use of, or the offer or purchase of products or services on or through, such other websites. Links do not imply that DealerRater is affiliated or associated with, or is legally authorized to use any trademark, trade name, logo or copyright symbol displayed in connection with or accessible through such links, or that any linked site is authorized to use any trademark, trade name, logo or copyright symbol of DealerRater or any of its affiliates.

c.Assignment. DealerRater may assign its rights and duties under these Terms at any time to any party without notice. Customer may not assign this Agreement or any right, interest, or benefit under this Agreement without the prior written consent of DealerRater, which consent will not be unreasonably withheld. Notwithstanding the foregoing, Customer may assign its rights and responsibilities under this agreement to its parent or an affiliate under common control upon delivery of written notice to DealerRater. This Agreement shall be binding on any and all successors and permitted assigns.

d.Expenses. Except as otherwise specifically provided herein, each Party shall be responsible for its own expenses incurred in performing its obligations hereunder.

e.Force Majeure. DealerRater shall not be liable for any delays in delivery or performance of the Deliverables hereunder due to an act of God, action by any governmental or quasi-governmental agency, fire, flood, earthquake, strike, communicable disease outbreak, outside network difficulties (including, but not limited to, communication line failure) or other acts beyond the reasonable control of such Party (a "Force Majeure Event"), and in such an event, the Customer shall be released of its obligation to pay for any Deliverables not delivered or performed as a result of such event. Either Party may terminate this Agreement upon written notice to the other Party in the event that a material failure to deliver or perform Deliverables as a result of a Force Majeure Event continues unremedied for a period of thirty (30) days.

f.Survival. The obligations of the Parties under this Agreement that by their nature would continue beyond the expiration or termination of the Term (including, without limitation, the warranties, indemnification obligations, confidentiality requirements and ownership and property rights) shall survive any such expiration or termination of the Term.

g.Notices. Any and all notices required to be given hereunder shall be made in writing and delivered by overnight courier, facsimile, or e-mail to the following:

h.Dispute Resolution. For all U.S Customers, DealerRater and the Customer agree that this Section shall be construed and interpreted under the Federal Arbitration Act, 9 U.S.C. Section 1, et. seq. DealerRater and the Customer agree that any and all losses, actions, claims, proceedings, suits, judgments, settlements or liabilities (“Claims”) shall be submitted to final and binding Arbitration, to take place within and subject to the laws of Cook County in the the State of Illinois before the American Arbitration Association (“AAA”) in accordance with the AAA Commercial Arbitration Rules (www.adr.org/commercial) (“AAA Rules”). Customer agrees that Claims submitted to arbitration shall be decided in a single arbitration before a single arbitrator who must be on the AAA National Roster of Commercial Arbitrators and selected in accordance with the AAA Rules. The arbitrator shall have the authority to award the same damages, including reasonable attorney’s fees, and all other relief that a court can award. Customer acknowledges and agrees that Customer voluntarily and knowingly entered into these Terms and chose to use the Site or accept the Deliverables offered by it rather than companies that offer similar services and who may not have an arbitration agreement.

i.WAIVER OF CLASS ACTION. FOR ALL U.S CUSTOMERS, DEALERRATER AND THE CUSTOMER AGREE THAT ANY DISPUTES, CLAIMS AND/OR CAUSES OF ACTION ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS AND CONDITIONS OR THEIR ACCESS TO AND USE OF THE SITE AND/OR ITS PRODUCTS OR SERVICES MAY ONLY BE BROUGHT IN AN INDIVIDUAL CAPACITY AND IN THE NAME OF AN INDIVIDUAL PERSON OR ENTITY AND THAT SUCH CLAIMS MUST PROCEED ON AN INDIVIDUAL AND NON-CLASS AND NON-REPRESENTATIVE BASIS. DEALERRATER AND THE CUSTOMER AGREE THAT ANY SUCH CLAIMS OF TWO OR MORE PERSONS MAY NOT BE JOINED OR CONSOLIDATED IN THE SAME CLAIM UNLESS ARISING FROM THE SAME TRANSACTION.

j.International Access. The Sites and Deliverables are provided from the United States of America and Canada. The laws of other countries may differ regarding the access and use of the Sites or the Deliverables. DealerRater makes no representations regarding whether the Sites, the Deliverables, or your access or use of the Sites or Deliverables complies with Applicable Laws of any country other than the United States of America or Canada. The export and re-export of software products are controlled by the United States Export Administration Regulations, and such software may not be exported or re-exported to certain designated countries, or any country to which the United States embargoes goods. In addition, DealerRater software may not be distributed to certain designated persons on the Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals. If the Customer uses or accesses the Sites or the Deliverables outside of the United States of America or Canada, it is the Customer's responsibility to ensure that its use complies with all Applicable Law and, without limiting the generality of its obligations under the indemnity provisions in these Terms, Customer shall indemnify, defend and hold the DealerRater Indemnitees harmless from any Damages arising out of Customer's use or access of any of the Sites or Deliverables outside of the United States of America and Canada.

k.Waiver. No waiver of any breach of any provision of this Agreement will constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver will be effective unless made in writing and signed by an authorized representative of the waiving party.

l.Severability; Blue Pencil. No provision of this Agreement shall be deemed unenforceable if it is subject to an interpretation that would render it enforceable. If a court of competent jurisdiction finds that any provision of this Agreement is unenforceable, in whole or in part, (a) such a finding will not disturb the validity and enforceability of the remaining provisions of this Agreement, and (b) the court shall have the authority to modify and/or "blue pencil" this Agreement in order to render it enforceable and to effect the original intent of the Parties to the fullest extent permitted by Applicable Law.

a.Applicability and Scope. To the extent Customer is an entity organized in Canada, the following provisions of this Section apply and supersede the Terms herein to the extent that they are in conflict.

b.Modifications to Terms. For Québec Customers, modifications to these Terms will enter into force thirty (30) days after the publication of a revised version of these Terms or other notice on this Site, or the receipt of an email notification regarding such modifications if you are an existing Customer.

c.Copyright Agent. If you believe any materials accessible on or from the Site infringe your copyright, you may request the removal of those materials (or access to them) from the Site by submitting written notification to DealerRater in accordance with the Notice and Notice Regime provided by the Copyright Act, RSC 1985, c C-42. The written notice must:

d.Governing Law. The laws of the Province of Ontario and federal laws of Canada applicable therein will govern the interpretation of this Agreement and the relationship between you and DealerRater, without regard to Ontario’s conflicts of laws rules. Notwithstanding the foregoing, if you reside in Quebec, the laws of the Province of Quebec and federal laws of Canada applicable therein will govern the interpretation of this Agreement and the relationship between you and DealerRater, without regard to Quebec’s conflicts of laws rules.