END-USER LICENSE AGREEMENT

IMPORTANT - READ CAREFULLY: This End-User License Agreement ("Agreement") is a legal agreement between “You” (either an individual or a single business entity) and VinStickers, LLC d/b/a VinSolutions, ("VinStickers"), for VinStickers’ software application described herein (the "Software"). By clicking on the Accept box below, You represent that you are a duly authorized member or agent of Your entity and hereby agree to accept and be bound by the terms of this Agreement regarding The Software and user documentation, and any updates, enhancements, and/or revised versions of this Software and user documentation and the information, data, and other content gathered through use of the Software (the “Proprietary Material”). If You are not willing to accept and be bound by the terms of this Agreement, click on the Decline box below and the Software will not function. The terms of any invoice or purchase order or similar form that You submit to VinStickers shall be superseded by the terms of our confirming invoices and the terms of this Agreement. This Agreement together with our invoices to You, control and state our agreement regarding the Software and Proprietary Material.

1. License. Subject to the terms and conditions of this Agreement, VinStickers hereby grants You a revocable, non-exclusive, non-transferable, non-sublicensable monthly Single Dealership license to install the Software at a singular dealership/rooftop (the “Licensed Location”), and to use the Software in executable form for internal (i.e. performing Your primary business functions) operations only. VinStickers further grants You a limited, non-transferable, non-exclusive non-sublicensable license to collect and use the Proprietary Material for internal operations only. This License may be updated from time to time upon thirty days prior notice; any payment received after notice has been transmitted to licensee shall be deemed as agreement with the terms of the license as amended.
2. License Fees. You shall pay the fees for the Software and Proprietary Material license as stated in the VinStickers invoices presented to You. All fees and down payments paid pursuant to this agreement are non-refundable and shall be considered immediately earned upon receipt. Your obligation to pay said Fees is unconditional and not subject to abatement, setoff or defense of any kind. Fees exclude all applicable sales, use, and other taxes, fees, duties and similar charges, and You will be responsible for payment of all such taxes, fees, duties and similar charges
3. Restrictions on Use. The Software and Proprietary Material may be used only by Your employees, only in connection with the internal operations of Your business, and only at the Licensed Location. You may not transfer, sell, assign, or sublicense the Software or Proprietary Material to any person. You may not disclose the Software or Proprietary Material or any part of the Software or Proprietary Material to any other person or use it for any other person's benefit. You agree that you shall not outsource our Software nor our Proprietary Material except, with prior written permission, through VinStickers or one of our affiliates. You shall ensure that each of Your employees who has access to the Software and Proprietary Material has entered into a confidentiality agreement with You that protects confidential information including the Software and Proprietary Material. You may not copy the Software or Proprietary Material, except that You may make one (1) copy of the Software for backup or archival purposes. You may not remove any VinStickers or product identification, copyright, trademark, patent or other notices or proprietary restrictions from the Software, the backup copy, or the Proprietary Material. You may not modify, reverse-engineer, create derivative works, decrypt, re-compile, or decompile the Software, or Proprietary Material. You may not rent, lease or lend the Software, use it in a service bureau arrangement or use it in a manner inconsistent with the related documentation. You may disclose specific automobile reports generated from use of the Software and Proprietary Material to the applicable customers.
4. Ownership. VinStickers is and shall remain the sole owner of all right, title, and interest in and to the Software and Proprietary Material, including but not limited to any related patents, copyrights, trademarks, service marks, trade secrets, other proprietary or intellectual property rights in and to the Software and Proprietary Material (including, without limitation, any images, photographs, animations, video, audio, music, text, and "applets" incorporated into the Software), the accompanying media and printed materials, and any copies of the Software and any other rights of any kind. You have no rights of any kind in the Software and/or Proprietary Material other than the license granted under this Agreement. VinStickers may, from time to time, request You to provide VinStickers with data generated from use of the Software and Proprietary Material for use by VinStickers and its licensees to use for any purpose in VinStickers’s sole discretion, and You agree to promptly provide such data, in such form and media as reasonably requested by VinStickers. You may continue to use such data for internal purposes.
   
   The VinStickers name and logo, and all related products and service names, design marks, and slogans, including, without limitation, VinPower, VinManager, VinLink, FindAutos, VinBuddy, VinCamera, VinBrochures, and PoliceBook are the trademarks, service marks or registered trademarks of VinStickers, LLC or its affiliates or partners. All other product and service marks contained herein are the trademarks of their respective owners.
5. Term of Agreement. The initial term of this Agreement shall be thirty (30) days and this Agreement shall automatically renew to a month-to-month billing cycle unless (a) You provide VinStickers with at least ninety (90) days advance written notice of Your intent to terminate this Agreement upon the expiration of the initial term, or any such monthly period after renewal and such termination will be deemed effective on the last day of the third month following the month in which the written notice of termination was issued (e.g. notice given April 14, the license would continue to be valid until July 31); (b) at any time, VinStickers provides you with ninety (90) days advance written notice of termination for convenience, and such termination will be deemed effective on the last day of the third month following the month in which the written notice of termination was issued; (c) You fail to comply with the terms and conditions of this Agreement or breach this Agreement in any material manner (“Termination for Cause”) and VinStickers provides you with two (2) business days written notice of Termination for Cause; or (d) VinStickers commits a material breach or material default of this Agreement and VinStickers fails to cure said material breach or default within thirty (30) business days of receiving written notice from You of a material breach or default. Any termination notice from You must be in written form on the entity’s letterhead and signed by the dealer principal or General Manager in order to be effective.
   
   In the event of a Termination for Cause, VinStickers will immediately disable Your Internet access to the Software and disable Your login. Immediately upon receipt of a notice of Termination for Cause, You must cease using the Software and Proprietary Material and You must destroy all copies of the Software and all of its component parts, related data and Proprietary Material and provide written notice to VinStickers of Your compliance with this provision within two (2) business days. Termination of this Agreement shall not affect Your obligation to pay any fees due to VinStickers.
   
   For the purposes of this Agreement “Term” shall refer to the initial one (1) month period of this Agreement and all renewals hereof, if any.
6. Billing. You will be billed for all fees on the first day of each month ( the “Billing Cycle”). VinStickers will prefer to receive any amounts billed under this agreement to be paid by ACH transfer or Credit Card payment to Vinstickers, LLC. You agree to pay all amounts due under this agreement on or about the first day of each month. Please use the ACH Form, attached as Exhibit A, to schedule the referenced payment by ACH transfer. If you chose to make your payment by credit card please use the Credit Card Form, attached as “Exhibit B”, to schedule the referenced payment by credit card. Any amounts that are not paid within 15 days of the Billing Cycle and become due and owing shall accrue interest at eighteen (18) percent annum or the maximum rate allowed by law. Regardless of whether You continue to use the Software, VinStickers has the right to continue to collect all fees pursuant to this Agreement until VinStickers receives Your notice of termination pursuant to this Agreement and such termination becomes effective. If You fail to pay amounts due hereunder within fifteen (15) days of such amounts becoming due and owing VinStickers has the right to disable Your Internet access to the Software and disable Your login, without notice, until such amounts are paid to VinStickers.
7. Infringement Claims. VinStickers will, at its own expense, defend and hold You harmless from and against any action brought against You by a third party to the extent that such action is based on a claim that the Software, used as authorized under this Agreement, infringes a United States patent, copyright, or other intellectual property right of a third party, provided that You promptly notify us in writing (by certified mail) of such claim and provide all necessary and required information and reasonable assistance regarding such claim. We will have sole authority to defend, negotiate, or settle the claim. With regard to Software and/or Proprietary Material found to be infringing, we may at our option obtain for You the right to continue using the Software, and/or Proprietary Material, replace or modify the Software and/or Proprietary Material so that it is no longer infringing, or grant You a reasonably pro-rated refund of the license fee You paid for the Software and/or Proprietary Material. We will have no obligation under this Section 7 to the extent the alleged infringement arises from (i) the use or combination of the Software and/or Proprietary Material with other products, devices, or software not supplied by VinStickers; or (ii) the use of other than a current unaltered release of the Software, or version of the Proprietary Material. THE FOREGOING STATES OUR SOLE OBLIGATION FOR ANY THIRD PARTY INFRINGEMENT, OR ANY OTHER, CLAIM OF ANY KIND UNDER THIS AGREEMENT.
8. Disclaimers of Warranty, Liability and Damages. THIS SOFTWARE, PROPRIETARY MATERIAL AND THE ACCOMPANYING FILES AND DATA AND ANY RELATED SERVICES, ARE PROVIDED "AS IS." YOU ASSUME ALL RESPONSIBILITY AND RISK FOR THE USE OF THE SOFTWARE, PROPRIETARY MATERIAL, RELATED DATA AND SUCH SERVICES AND YOUR USE OF THE INTERNET GENERALLY. VinStickers AND ITS PARENTS, SUBSIDIARIES, SUPPLIERS AND THEIR RESPECTIVE EMPLOYEES DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE, PROPRIETARY MATERIAL, DATA OR SUCH SERVICES. VinStickers AND ITS PARENTS, SUBSIDIARIES, SUPPLIERS OR THEIR RESPECTIVE EMPLOYEES MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES AS TO TITLE OR INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, ACCURACY OF DATA, OR THAT THE SOFTWARE, PROPRIETARY MATERIAL, AND RELATED DATA AND SERVICES ARE VIRUS OR ERROR FREE.
   
   Good data processing procedure dictates that any program be thoroughly tested with non-critical data before relying on it. You agree to assume the entire risk of using the Software. Any material contained within this service may include inaccuracies or errors. VinStickers has the right to make changes and updates to any information contained within this service and any specifications, equipment data, VIN decode specifications, and prices without prior notice.
   
   IN NO EVENT WILL VinStickers OR ITS PARENTS, SUBSIDIARIES, SUPPLIERS, SERVICE PROVIDERS OR THEIR RESPECTIVE EMPLOYEES BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS, LOST DATA OR LOST SAVINGS, EVEN IF A VinStickers REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. THE MAXIMUM LIABILITY OF VinStickers OR ITS PARENTS, SUBSIDIARIES, SUPPLIERS, SERVICE PROVIDERS OR THEIR RESPECTIVE EMPLOYEES HEREUNDER AND OTHERWISE WITH RESPECT TO THE SOFTWARE, OR RELATED SERVICES SHALL BE THE AMOUNTS PAID BY YOU HEREUNDER.
   
   Some states or jurisdictions do not allow the exclusion or limitation of incidental, consequential or special damages, or the exclusion of implied warranties or limitations on how long a given warranty may last, so the above limitations may not apply to You.
   
   IF ANY OF THE FOREGOING LIMITATIONS ARE HELD INVALID, AND/OR IN ANY EVENT, VINSTICKERS SHALL NOT BE LIABLE FOR DAMAGES IN EXCESS OF THE LICENSE FEE PAID FOR THIS LICENSE. THE FOREGOING RESTRICTIONS, DISCLAIMERS AND LIMITATIONS SHALL SURVIVE TERMINATION OF THIS AGREEMENT FOR ANY REASON.
9. Consent to Monitoring and Disclosure. VinStickers is under no obligation and does not assume any obligation to monitor the information residing on or transmitted to this service. However, anyone using this service agrees that VinStickers may monitor the contents periodically to (1) comply with any necessary laws, regulations, or other governmental requests; (2) to operate the service properly; or (3) to in any way protect itself and its users. VinStickers reserves the right to modify, reject or delete any information residing on or transmitted to its service that it, in its sole discretion, believes is unacceptable or in violation of these terms and conditions. Should any user of information on this service provide VinStickers information, including without limitation feedback, data, answers, questions, comments, suggestions, plans, ideas or the like to VinStickers, such information shall be deemed to be non-confidential and VinStickers assumes no obligation to protect such information from disclosure. The submission of such information to VinStickers shall in no way prevent the purchase, manufacture or use of similar products, services, plans and ideas by VinStickers for any purpose whatsoever and VinStickers shall be free to reproduce, use, disclose and distribute the information to others without restriction.
10. Ownership of and license in the Client Data. Client shall retain ownership in all data submitted by Client via the Software (the “Client Data”). Client hereby grants VinStickers a limited non-exclusive license in the Client Data for the Term of the Agreement, solely for the purposes of performing the services described herein.
11. Use of Output of Application Services. Client may use, copy, display any reports, window stickers, buyers guides, and other such materials generated by the application services using Client Data, and may distribute such copies to its customers. Client agrees not to reproduce the look and feel of such generated materials in any materials produced by Client using other software or produced after the Term of this Agreement.
12. Confidential Information. Each party agrees that during the Term of this Agreement, and for a period of five (5) years thereafter: (i) it shall not commercialize or disclose the other party’s Confidential Information to any person or entity, except to its own employees, contractors, or agents, (collectively “Representatives”) having a need to know; (ii) it will not use, nor will it permit its Representatives to use, the Confidential Information of the other for any purpose other than the performance of this Agreement; (iii) it will disclose the Confidential Information of the other only to those Representatives who are contractually bound to maintain the confidentiality thereof; (iv) it shall be responsible for any disclosure or misuse of such Confidential Information by such Representatives; and (v) it shall use at least the same degree of care in safeguarding the other party's Confidential Information as it uses in safeguarding its own Confidential Information, but in no event shall it use less than reasonable diligence and care. “Confidential Information” shall mean, with respect to a party hereto, any information or material that (A) is marked “Confidential,” “Restricted,” or “Proprietary Information” or other similar marking, (B) is known by the parties to be considered confidential and proprietary, or (C) should be known or understood to be confidential or proprietary by an individual exercising reasonable commercial judgment. Confidential Information does not include information which: (i) is or becomes generally known to the public by means other than a breach of the obligations of a receiving party; (ii) was previously known to the receiving party; (iii) is rightly received by the receiving party from a third party who is not under an obligation of confidentiality; (iv) is independently developed by the receiving party without reference to the other party’s Confidential Information; or (v) is subject to disclosure under court order or other lawful process, but only to the extent required to be disclosed by such order or process.
13. Protection of Certain Client Data: VinStickers represents and warrants to Client that VinStickers presently maintains, and will continue to maintain and periodically test the efficacy of, appropriate information security programs and measures designed to ensure the security and confidentiality of “Customer Information” (as defined in 16 CFR, § 314.2(b)). Such information security programs and measures shall include appropriate procedures designed to:
    
    • Protect the security and confidentiality of such information;
    • Protect against anticipated threats or hazards to the security or integrity of such information, and
    • Protect against unauthorized access to or use of such information that could result in substantial harm or inconvenience to any customer of the Client.
    
    Applicable governmental regulators may, from time to time, also audit the security programs and measures implemented by the service provider pursuant to this Section and the service provider shall not impose any fees or charges on the Dealer, its representatives or applicable governmental regulators in connection with such audit.
14. Governing Law. This License shall be governed by the laws of the State of Nebraska. You agree that any dispute arising under this Agreement shall be subject to the sole personal jurisdiction of the state and federal courts of the State of Nebraska and suit shall only be filed in the state and federal courts of the State of Nebraska. Moreover, You waive any objections to improper venue. If VinStickers brings suit for Your breach of this Agreement, VinStickers shall be entitled to recover its attorneys fees, expenses, and costs that in any way relate to your breach of this Agreement or VinStickers efforts to recover against You for a breach of this Agreement.
    
    In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, the remaining provisions or portions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law.
    
    Please indicate Your acceptance of this Agreement by clicking as indicated below. If You choose not to accept this Agreement, please return the Software and Proprietary Material to VinStickers immediately. (Please note that if You choose "DECLINE," You will not be able to complete installation of the Software.)