AUTO ACQUIRE, INC.

CONSUMER-FACING WEBSITE 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.

 

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 Competitor” means any Third Party that provides editorialized vehicle pricing data or vehicle valuation in AA’s reasonable determination.

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

   5. “Licensee Website(s)” means any website and/or application that is specified on the Master Services Agreement or Order Form that Licensee owns, manages, or controls, and is accessed by the general public (i.e., consumers).

   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.

   7. “Visitor” means any visitor to the Licensee Website who obtains a Valuation or Licensed Data.

 

1. AA Platform™ and Licensed Data.

   1. Permitted Use. Unless otherwise provided for in any Master Services Agreement or Order Form, Licensee may use AA Platform™ and the Licensed Data only to display the following on Licensee Websites: (i) AA Data; and/or (ii) Valuations; in each case, in compliance with the Display Requirement. In addition, Licensee may display Valuations solely for use by Visitors to the Licensee Websites, and use and display AA Marks, AA Affiliates Marks or Integration Partners Marks, as provided by AA, in connection with the Licensed Data on the Licensee Websites, subject to AA’s prior approval, which may be withheld or conditioned in AA’s sole discretion.

   2. Restrictions. Licensee shall not: (i) modify, edit, or otherwise change any of the Licensed Data; (ii) publish or otherwise provide the iOffer API™ or the iOffer Data Insights™ on Licensee Website or any other website, application or platform; (iii) display, publish, provide access to, or otherwise provide the Licensed Data to any AA Competitor; (iv) provide direct access to AA Platform™ to any Visitor or AA Competitor, or (v) use the AA Marks in any manner other than as provided for 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); (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 AA Marks, the AA Affiliates Marks and the Integration Partners Marks to Licensee via AA Platform™ excluding articles which shall be delivered via email.

2. Licensee Obligations.

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

   2. Prior to its 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 Partners Licensed Data, theAA Marks, the AA Affiliates Marks, and the Integration Partners Marks in the Licensee Website and/or advertising and marketing materials.

   3. The Licensed Data shall be provided to Visitors free of charge.

   4. Licensee shall place one or more graphic or text links from Licensee Website to autoacquireai.com  that are visible to search engines.

   5. Licensee is responsible for any and all activities that occur in connection with the Licensee Website.

   6. Licensee will be responsible and liable for all actions taken by Visitors in connection with the use of any Licensed Data.

   7. Licensee is responsible for setting up the Licensee Websites to integrate the Licensed Data Content to allow for display on Licensee Websites.

   8. Licensee Websites must integrate the Licensed Data by means of an HTML frame or similar technology that is approved by AA in its sole discretion. Neither the AA Data, the Integration Partners Licensed Data, nor the AA Content shall be presented in a pop-up, overlay, or similar device, or in a non-framed webpage.

   9. Licensee will ensure that the Licensee Websites contain a privacy statement which includes that information about visitors may be collected and/or aggregated through the use of automated means and that all such information may be shared with Third Parties.

   10. Except as provided herein, Licensee shall not post or otherwise make accessible any Licensed Data on any website owned, managed, controlled, or licensed by Licensee.

   11. Licensee shall notify AA immediately of any known or suspected unauthorized use of AA Platform™ or of any Licensed Data, or of Integration  Partner Licensed Data, or any breach of security.

   12. Disclaimer and Copyright Notice. All Licensed Data displayed in the Licensee Website shall be accompanied by appropriate copyright and disclaimer notices and otherwise in accordance with the Display Requirements.

   13. Licensee may display on Licensee Website the AA Content related to a specific vehicle (year, make and model) once on a research page, and once on a vehicle listing page, provided the vehicles on those pages match the specific vehicle (year, make and model) referenced in the AA Content; excluding advice articles which may appear only once on Licensee Website.

   14. Licensee will provide hyperlinks to Licensee Website directly (i.e., without intermediate pages, advertisements or re-routes) to the corresponding reviews and/or ratings content on autoacquireai.com , in accordance with the specifications set forth in the Display Requirements.

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

3. 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 6 below.

4. Suspension or Termination. In addition to Section 4.4 of the Master Data License, AA may suspend or terminate Licensee’s Subscription to AA Platform™ at any time if AA reasonably determines that Licensee or its Personnel is using AAPlatform™, 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.

5. 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: (a) any content or advertising on Licensee Websites, any advertising, and/or any materials to which users can link through any such advertising, or (b) Licensee’s breach of the obligations set forth in Section 3 above