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USE WITHIN INDUSTRY SOFTWARE APPLICATION ADDITIONAL TERMS

 

The terms and conditions set forth in these Additional Terms are in addition to the terms and conditions set forth in the Master Data License and apply with respect to the Licensed Data and Integration Partners Licensed Data covered by these Additional Terms. Capitalized terms used, but not otherwise defined, herein shall have the meanings given to them in the Master Data License. For the purposes of these Additional Terms, any reference to “AA” shall be deemed a reference to “Auto Acquire, Inc., a Delaware corporation” for the purposes of the Master Data License.

Product Descriptions: The AA iOffer Platform (“AAiOffer™ Platform”) is the a AA system in which the Licensed Data is displayed and the place where Licensee can use to call and access certain vehicle valuation (“iOffer API™”) and specifications information (“iOffer Data Insights™”), as well as all the Products offered by AA

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Additional Terms and Conditions:

  1. Definitions.

    1. “Display Requirements” means the Licensed Data, the Integration Partners Licensed Data, the AA Products, the AA Marks, the AA Affiliates Marks and the Integration Partners Marks display requirements for the Licensee Website(s), which can be found at the AA™ Branding Compliance Guidelines as may be amended by AA from time to time upon written notice to Licensee.

    2. “AA Marks” means any name, logo, trademark or service mark of AA, including any variations or misspellings thereof, and the Auto Acquire Ai  logo.

    3. “Licensed Data” means vehicle data, including specifications, naming conventions, option packages, history, Valuation, market analysis, and owner behavior data, lienholder, other predictive analysis; and any other information delivered from time to time by Auto Acquire or, its Affiliates via AA Platform™, which may include the Integration Partners Licensed Data, as set forth in the applicable Master Services Agreement and Order Form.

    4. “Licensee Platform(s)” means any website or platform based service and/or application that is specified on the Master Services Agreement or on the Order Form that Licensee owns, manages, or controls, and is accessed exclusively by customers who are also members of the automotive industry and not the general public.

    5. “Rooftop” means any unique physical street address or unique building, rooftop of an Authorized User that is a subscriber.

    6. “Valuation” means a single price or value, or a range of prices or values provided from  the  AA Platform for a specific vehicle identified by a VIN or configuration (i.e., year, make, model, trim, optional equipment, and mileage) for a specific geographic zone (i.e., zip code) for a specific date.

  2. AA Platform™, Licensed Data and AA Marks.

    1. Permitted Use. Unless otherwise provided for in any Master Services Agreement or any  Order Form, Licensee may use AA Platform™ and the Licensed Data only to: (i) display Valuations on Licensee Platforms in compliance with the Display Requirements; (ii) display Licensed Data solely for use by Authorized Users of the Licensee Platform; and (iii) use and display AA Marks, AA Affiliates Marks or Integration Partners Marks, as provided by AA, in connection with the Licensed Data in the Licensee Platform, including advertising and promotion thereof, subject to AA’s prior approval, which may be withheld or conditioned in AA’s sole discretion.

    2. Restrictions. Neither Licensee nor its Personnel shall: (i) provide any Authorized Users with direct access to AAPlatform™; (ii) display, publish, provide access to, or otherwise provide the Licensed Data to consumers; (iii) display, publish, provide access to, or otherwise provide the Licensed Data to any AA Competitor; (iv) post or otherwise make accessible any Licensed Data on any website, other than Intranet websites or other secure websites not accessible to the general public that are owned, managed, controlled or licensed by Licensee, (iv) modify, edit, or otherwise change any of the Licensed Data, (v) use the AA Marks in any manner other than as provided for in Section 2(a)(iii) herein; or (vi) use the AA Marks except as specifically set forth in Section 2(a) herein. Restricted uses of the AA Marks include, but are not limited to, use in any advertising creative, any search engine marketing campaign (e.g., Google AdWords) or site optimization activities (e.g., within page meta data, meta tags, webpage titles, URLs, or sub-domain URLs). Licensee will be responsible and liable for all actions taken by its Personnel and Authorized Users in connection with the use of Licensee Platform, any Licensed Data, and the AA Marks, (vi) use the AA Affiliates Marks or Integration Partners Marks in any manner other than as provided for in Section 2(a) herein. Restricted uses of the AA Affiliates Marks or Integration Partners Marks include, but are not limited to, use in any advertising creative, any search engine marketing campaign (e.g., Google AdWords) or site optimization activities (e.g., within page meta data, meta tags, webpage titles, URLs, or sub-domain URLs).

    3. Delivery. AA will provide the Licensed Data, the and AA Marks, the AA Affiliates Marks and the Integration Partners Marks to Licensee via AA Platform™ excluding articles which shall be delivered via email.

 

  1. Licensee Obligations.

    1. Licensee acknowledges that AA may make changes to the Licensed Data or AA Platform™ from time to time, which may require Licensee to modify the Licensee Platform. Any modifications required to the Licensee Platform shall be the sole responsibility of Licensee.

    2. Prior to any distribution, Licensee must obtain AA’s approval, which may be withheld or conditioned in AA’s sole discretion, for the use and display of the Licensed Data, the Integration Partner Licensed Data, the  AA Marks, the AA Affiliates Marks, and the Integration Partners Marks in the Licensee Platform and/or advertising and marketing materials.

    3. Licensee is responsible for any and all activities that occur in connection with the Licensee Platform.

    4. Except as provided herein, Licensee, its Personnel or Authorized Users shall not post or otherwise make accessible any Licensed Data, Integration Partner Licensed Data, AA Marks, AA Affiliates Marks, and Integration Partners Markson any other platform or website, other than Licensee Platform which shall not be accessible to the general public.

    5. Licensee will be responsible for updating the Licensed Data on Licensee Platform at least once per week.

    6. Licensee is responsible for keeping an accurate and up-to-date list of Rooftops and providing such list to AA by no later than five (5) days after the end of each month, or upon request by AA at any time during the Term.

    7. Licensee shall notify AA immediately of any known or suspected unauthorized use of  AAPlatform™, the AA Marks, the AA Affiliates Marks,  the Integration Partners Marks any Licensed Data, any Integration Partners Licensed Data and/or any breach of security.

    8. Licensee shall: (i) notify each Rooftop about the restricted uses of the AA Marks, the AA Affiliates Marks, the Integration Partners Marks, which include, but are not limited to, use in any advertising creative, any search engine marketing campaign (e.g., Google AdWords) or site optimization activities (e.g., within page meta data, meta tags, webpage titles, URLs, or sub-domain URLs; (ii) notify each Rooftop that the Licensed Data and the Integration Partner Licensed Data shall not be published, otherwise provided, or allowed to be published or provided, on any website, application or platform; (iii) notify each Rooftop that it shall not provide any Licensed Data or any Integration Partner Licensed Data to a Third Party; and (iv) be responsible for any and all activities that occur in connection with the Licensed Data, the Integration Partner Licensed Data, and the AA Marks, AA Affiliates Marks or Integration Partner Marks, in Licensee’s Platform and by Licensee, its Personnel and Authorized Users.

    9. In the event that a Rooftop and/or Authorized User does not comply with these Additional Terms, Licensee shall: (i) require compliance by such Rooftop and/or Authorized User; or (ii) cancel or suspend access to the Licensed Data, the Integration Partner Licensed Data, and the AA Marks, AA Affiliates Marks or Integration Partner Marks,  to such Rooftop and/or Authorized User until such correction is made and approved by AA in its sole discretion.

    10. All Licensed Data displayed in the Licensee Platform shall be accompanied by the following reasonably displayed disclaimer and copyright notice:

©20XX Auto Acquire., Inc. All rights reserved. As of <MM/DD/YYYY> Edition for <ZIP CODE>. Values and pricing are the opinions of Auto Acquire, Inc. and the actual price of a vehicle may vary. The value and pricing information displayed for a particular vehicle is based upon the specification, mileage and/or condition information provided by the person generating this report.  Auto Acquire, Inc., assumes no responsibility for errors or omissions.

  1. Audit. In addition to Section 8.2 of the Master Data License, at any time during the Subscription Term, AA may review Licensee’s use of the Licensed Data, Integration Partners Licensed Data,  and/or the AA Marks, AA Affiliates Marks, Integration Partners Marks, including but not limited to, in the Licensee Website and/or in advertising and marketing materials, to determine compliance with these Additional Terms. Without limiting any of its other rights or remedies, if AA, in its sole discretion, determines that the AA Marks, AA Affiliates Marks, Integration Partners Marks, Valuations or other elements of the Licensed Data, or the Integration Partners Licensed Data, are not properly displayed in the Licensee Website and/or advertising and marketing materials, AA may in its sole discretion, provide Licensee with an opportunity to cure the breach or exercise its suspension or termination rights set forth in Section 5 below.

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  1. Suspension or Termination. In addition to Section 4.4 of the Master Data License, AA may suspend or terminate Licensee’s Subscription to AAiOffer Platform™ at any time if AA reasonably determines that Licensee or its Personnel is using AAiOffer Platform™, the AA Marks, the AA Affiliates Marks, the Integration Partners Marks and/or the AA Licensed Data and/or the Integration Partners Licensed Data in breach of these Additional Terms (including any Attachments) or otherwise in an unsuitable manner.

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  1. Indemnification. In addition to Licensee’s indemnifications set forth in Section 9.1 of the Master Data License, Licensee will indemnify and defend AA its Affiliates, and Integration Partners against any damages, losses, costs and expenses (including reasonable attorneys’ fees, court costs, settlement costs and awarded amounts) incurred in connection with any Third Party claim to the extent that such claim arises from Licensee’s breach of the obligations set forth in Section 3 above.

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