TradePending Registered Dealer Agreement

Subject to these terms and conditions (this “Agreement“), we at TradePending, LLC (“Company,” “we,” “us” or “our“) maintain and provide: (a) subscriptions to our TradePending User Application (the “Platform“), which includes the modules specifically selected by you in your Order Forms (the “Modules“); (b) our website located at www.tradepending.com (the “Site“) and (c) certain downloadable mobile applications (the “Apps” and, together with the Site and the Platform (including all of the Modules), the “Software“) that we may choose to make available from time-to-time through which you may access and use the Platform and the Modules.

1. Acceptance

By submitting an Order Form with us and registering as a Registered Dealer, you accept the terms of this Agreement and agree you are legally bound by its terms. The individual registering to use the Platform and the Modules on your behalf represents and warrants to us that such individual is fully and duly authorized to agree to be bound by this Agreement on your behalf. If you do not agree to this Agreement, do not register to use the Platform or otherwise access or use any Software.

2. Software.

a. Right to Use.Subject to the terms of this Agreement, we hereby grant you a non-exclusive, non-transferable license during the Term to: (i) download and install applicable plug-in Modules (e.g., Trade) on your websites operated for Authorized Dealerships (as defined in Section 2.b ) to enable your Users (as defined in Section 13 below) to access and use such Modules via the Authorized Dealership websites; (ii) to allow you and your employees to access and use the Platform and Modules through the Site; and (iii) allow your employees to download, install and use the Apps on one or more mobile devices. You may use the Software and the Company Data (as defined in Section 13 below) only for your internal business purposes, only for lawful purposes, and in accordance with the terms of this Agreement.

b. Limitations and Restrictions.You shall not, and you shall not permit any other person or entity (including any User) to: (i) use any Software or the Company Data for any dealership other than your owned dealerships that were identified in your Order Forms (the “Authorized Dealerships“); (ii) use the Software or the Company Data in any way that violates any applicable local, state, federal, foreign or international laws, treaties, regulations or conventions; (iii) modify, adapt, translate or create derivative works or improvements of the Software or any portion thereof or the Company Data; (iv) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive, gain access to or discover the source code of the Software or the underlying structure, ideas, know-how, algorithms or methodology relevant to the Software; (v) input, upload, transmit or otherwise introduce into the Software any viruses, Trojan horses, worms, logic bombs or other material that is malicious or technologically harmful or attack the Software via a denial-of-service attack or a distributed denial-of-service attack; (vi) remove any proprietary notices from any Software; (vii) attempt to gain unauthorized access to, damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner any Software, the server on which any Software is stored, or any server, computer or database connected to any Software; (viii) use any robot, spider or other automatic device, process or means to access the Site for any purpose, including monitoring or copying any of the material on the Site; and/or (ix) access or use any Software for purposes of benchmarking or competitive analysis, or developing, producing, marketing, distributing, licensing or selling any product or service that may compete with the Software.

c. Changes to the Software.We may make any changes to the Software (including, without limitation, the design, look and feel, functionality, content, material, information and/or services provided via the Software) that we deem necessary or useful to improve the Software or for any other reason, from time to time in our sole discretion, and without notice to you; provided, however, that we will not make any such changes that will materially adversely affect its features or functionality available to you during the Term. Such changes may include upgrades, bug fixes, patches and other error corrections and/or new features (collectively, “Updates“). All Updates shall be deemed a part of the Software governed by all the provisions of this Agreement pertaining thereto.

d. Responsibility for Users.You shall be responsible and liable to us for the acts, omissions and non- compliance with the terms of this Agreement of all Users to the same extent that as if such performance, acts, omissions and/or non-compliance were by you.

3. Data.

a. Dealer Data. In connection with access and use of the Software, your Users will be uploading, inputting and storing information, data, records and/or other materials within the Software (collectively, the “Dealer Data“), which may include personal data and/or information with respect to Users (“Personal Information“). You represent and warrant (i) all Dealer Data is complete and accurate; (ii) your and your Users’ collection and use of all of the Dealer Data (including your choice to upload and process Dealer Data to and through the Software as contemplated in this Agreement) is consistent with your own privacy policy and with all applicable local, state, federal, foreign or international laws, treaties, regulations or conventions; (iii) you either own, or have all rights, permissions and consents that are necessary to process, and to permit us, our subcontractors and the Software to view, copy, access, store, process, disclose and otherwise use the Dealer Data (including the Personal Information) to fulfill our obligations under this Agreement and as described in our privacy policy located at: https://tradepending.com/privacy-policy/.

b. Trade Data. During the Term, if you purchase the Company’s Trade plug-in Module (“Trade“): (i) we will provide and update the Trade Data (as defined in Section 13 below) in order to calculate and provide an estimate of the trade-in market value of vehicles; and (ii) we hereby grant to you a non-exclusive, nontransferable license during the Term to permit your Users to use the Trade Data in connection with Trade, solely for their own purposes in connection with the obtaining the trade-in value of the specific vehicle. Neither you nor your Users are granted any other right of any nature in the Trade Data.

c. Usage Data. You acknowledge and agree that we may collect metadata, telemetry and other statistical information regarding your Users’ use of and the performance of the Software (“Usage Data“), such as data on what features and functions in the Software are being used by Users and to what extent. Usage Data does not contain and is not derived from Dealer Data. You agree that we may use Usage Data for our business purposes (such as monitoring, enhancing and improving the Software) and that we may publish and share with third parties aggregated Usage Data that cannot, by itself or with other data, directly or indirectly, identify you, your Users, your customers or any other individual or entity.

d. Aggregated Data. You hereby consent to Company using de-identified and/or aggregated data generated by Company (or on behalf of Company), which results in-part from Dealer Data (“Aggregated Data“), for our business purposes, including in connection with: (i) improving the Software; (ii) analyzing and incorporating the Aggregated Data into databases, reports, comparative data sets, scores, or scoring systems generated therefrom; and (iii) creating and distributing works and derivative works based on the Aggregated Data; provided in each case that all such uses will be in compliance with applicable laws.

4. Support.

During the Term, we will maintain a help desk staffed with personnel to receive inquiries from your employees! regarding errors in the Software by telephone (804-374-9797) and via e-mail (support@tradepending.com) between the hours of 8:00 a.m. – 6:00 p.m. Eastern Standard Time, Monday through Friday, excluding holidays. Notwithstanding, Company support excludes: (a) support for software or hardware that is not part of the Software (including support for any part of your technology infrastructure or any third-party software or materials), (b) support of any of your customers (i.e., support shall be limited to support of your employees), (c) training of Users on use of the Software, (d) on-site dispatch of our personnel, (e) on-site or remote support to configure or customize the Software for you, (f) procurement or installation of any hardware components, or (g) performance of any other professional, implementation, configuration, consulting or advisory services. You must provide all information and assistance that we reasonably request in connection with providing our support.

5. Confidentiality.

a. General. During the Term and thereafter, each receiving party (each, a “Recipient“) will hold in strict confidence any proprietary or confidential information (collectively, “Confidential Information“) of the other party (the “Discloser“) and will not disclose Discloser’s Confidential Information to any third party (other than our subcontractors, if any, engaged to assist in performance of our obligations) nor use the Discloser’s Confidential Information for any purpose except for carrying out its obligations or exercising its rights under this Agreement. All Company Data and other non-public information related to the Software and the features, functionality and performance thereof are our Confidential Information, Dealer Data is your Confidential Information, and the terms of this Agreement and any Order Form are the Confidential Information of both of us.

b. Exceptions. These restrictions will not restrict the use or disclosure of information disclosed by one party to the other that: (i) is or becomes publicly known other than as a result of any act or omission by the Recipient or its employees or agents; (ii) is lawfully received by the Recipient from a third party not in a confidential relationship with the Discloser; or (iii) was already rightfully known by the Recipient prior to receipt thereof from the Discloser. Recipient may disclose Discloser’s Confidential Information to the extent it is legally compelled to do so pursuant to applicable law or the valid order of a court or governmental agency, provided that Recipient must first give the Discloser reasonable prior written notice to permit the Discloser to challenge or limit such required disclosure, and cooperate with the Discloser in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. In the event that such protection against disclosure is not obtained, the Recipient shall be entitled to disclose the Confidential Information, but only as and to the extent necessary to legally comply with such compelled disclosure and provided information is clearly identified as Confidential Information belonging to the Discloser.

6. Fees and Payment.

a. Fees. You will pay to us the fees and charges described in each Order Form entered into by you and us (the “Fees“) in accordance with such Order Form and this Section 8 . All purchases are final, all payment obligations are non- cancelable and all Fees once paid are non-refundable.

b. Taxes. Our Fees do not include taxes and similar assessments. We will pass along to you the cost of any sales and excise (and other similar) taxes, duties and charges of any kind imposed by a governmental authority on amounts payable under this Agreement, other than taxes imposed on our income. If any such amounts are owed to a governmental authority, we or our subcontractors will calculate the amount of the obligation and include this on your bill or invoice, and we or our subcontractors will remit those amounts to the applicable authority. If you are exempt from such taxes, you must provide us with a true, up-to-date and complete copy of your direct pay permit or exemption certificate.

c. Payment. Payment of Fees for each applicable Order Initial Term and for each applicable Order Renewal Term thereafter (in each case, as defined in Section 8.a below) shall be due and payable in advance of commencement of such Order Initial Term and Order Renewal Term, as applicable. You will make all payments in US dollars. You will, upon our request, establish and maintain valid and updated credit card information or a valid ACH auto debit account (in each case, the “Automatic Payment Method“). Upon establishment of an Automatic Payment Method, you agree that we may charge the Fees using that Automatic Payment Method in accordance with the applicable payment schedule. If instead we elect to invoice you for the applicable Fees, invoiced amounts are due ten (10) days from the date of the applicable invoice. You are responsible for providing complete and accurate billing and contact information and notifying us of any changes to that information.

d. Late Payment. If you fail to make any payment when due then, in addition to all other remedies that may be available to us, we may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law.

7. Ownership and Intellectual Property Rights.

a. Software and Company Data. You acknowledge and agree that we own all right, title and interest in and to the Software, including all new versions, updates, revisions, derivative works, improvements and modifications thereof, the look and feel, ideas, algorithms, methods and concepts underlying or embedded therein, and all related intellectual property rights (collectively, the “Software IP“). We are not granting you any right, license or authorization with respect to any of the Software IP except as specifically provided in Section 2 above (and subject to the limitations and restrictions in Section 2.b above). We reserve all other rights in and to the Software IP.

b. Company Data. You acknowledge and agree that we own all right, title and interest in and to the Company Data, including all new updates, revisions, derivative works, improvements and modifications thereof and all related intellectual property rights relating thereto (collectively, the “Company Data IP“). We are not granting you any right, license or authorization with respect to any of the Company Data IP except as specifically provided in Section 3.b above. We reserve all other rights in and to the Company Data IP.

c. Company Marks. The Company name and its logos, product and service names, designs and slogans are trademarks of the Company (collectively, the “Company Marks“). You must not use any Company Marks without our prior written permission. If we provide written authorization to use a Company Mark, you further agree that you shall: (i) use the same style and appearance of any such Company Marks as we use; (ii) strictly comply with the usage standards in any trademark style guide (or similar document) that we provide; (iii) not alter any Company Marks in any way without the Company’s prior written consent; (iv) not use any Company Mark as part of a composite mark; and (v) use the Company Marks solely in a manner that would reflect positively on the goodwill associated therewith and that would not dilute the value of the Company Marks. We expressly reserve all right, title and interest in and to all Company Marks, and you agree that nothing in this Agreement shall be construed as granting you any right, title, or interest in any Company Marks, other than the right to use the licensed trademarks in accordance with this Agreement. We may require you to immediately discontinue use of its Company Marks if you fail to comply in full with your obligations under this Agreement. Additionally, we may elect to require that a Module (e.g., Trade) be identified on your Authorized Dealership Websites and/or any of the Apps as being “powered by TradePending”, or to require that a similar phrase be used to indicate that the Company has provided the technology used in such Module.

d. Dealer Data. As between you and us, you are and will remain the sole and exclusive owner of all right, title and interest in and to all of Dealer Data, including all intellectual property rights relating thereto, subject to the rights you grant to us in this Agreement. You hereby grant to us and our subcontractors all such rights and permissions in or relating to Dealer Data as are necessary to provide the Software to you and your Users, to exercise our rights and perform our other obligations hereunder, and to enforce the terms of this Agreement.

e. Display Rights. During the Term, if you purchase a Module, you may display a link to such Module on Authorized Dealership Websites and you may print and retain a copy of any outputs generated by such Module (e.g., estimates of vehicle market value provided to your Users by Trade) on your Authorized Dealership Websites. You must not otherwise reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any Module, Trade Data or any other Company Data or materials.

8. Term and Termination.

a. Term. The term of this Agreement (the “Term“) commences on the first date you accept this Agreement in accordance with Section 1 above and continues unless and until (i) the term of all of your Order Forms expire or are terminated, or (ii) terminated in accordance with this Agreement. Each Order Form shall set forth the initial term for such Order Form (the “Order Initial Term“) and shall and continue in effect thereafter for successive renewal terms (each an “Order Renewal Term” and, together with the applicable Order Initial Term, the “Order Term“) equal in length to the Order Initial Term unless and until terminated in accordance with the terms of this Agreement.

b. Termination. In addition to any other termination rights described in this Agreement: (i) this Agreement may be terminated at any time by either party, effective when that party provides written notice to the other party at any time that there are no Order Forms outstanding; and (ii) an Order Form may be terminated at any time by either party upon written notice to the other party, provided that any such termination notice from you shall be effective thirty (30) days from the date of the first invoice we send to you following our receipt of such notice.

c. Effect of Termination. The exercise of any right of termination under this Agreement will not affect any rights of either party (including rights to payment) that have accrued prior to the effective date of termination and will be without prejudice to any other legal or equitable remedies to which a party may be entitled. If this Agreement is terminated or expires, then: (i) all rights, licenses and authorizations granted by one party to the other will immediately terminate, (ii) we may disable your and your Users’ access to the Software, and (iii) you will cease all use of our Confidential Information and promptly destroy or (at our request) return all of our Confidential Information.

d. Surviving Terms. Sections 5 (Confidentiality), 7 (Intellectual Property Rights), 8.c (Effect of Termination), 10 (Indemnification), 11 (Limitations of Liability), 12 (Miscellaneous), 13 (Definitions) and this Section 8.d will survive any expiration or termination of this Agreement.

9. Disclaimer of Warranties.

a. YOUR USE OF THE SOFTWARE AND THE COMPANY DATA IS AT YOUR OWN RISK. THE SOFTWARE AND THE COMPANY DATA ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SOFTWARE OR THE COMPANY DATA. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SOFTWARE OR THE COMPANY DATA WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE MODULE OR THE COMPANY DATA WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

b. We cannot and do not guarantee or warrant that the Software or the Company Data will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Software for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SOFTWARE OR THE COMPANY DATA.

10. Indemnification.

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of this Agreement.

11. Limitation of Liability.

IN NO EVENT WILL WE BE LIABLE TO YOU AND/OR YOUR USERS, TO YOUR SUBSIDIARIES OR AFFILIATES, OR TO YOUR OR ANY OF THEIR RESPECTIVE OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, MEMBERS, MANAGERS, AGENTS OR ASSIGNS FOR DIRECT DAMAGES IN EXCESS OF THE AMOUNT OF FEES ACTUALLY PAID BY YOU TO US UNDER THE APPLICABLE ORDER FORM GIVING RISE TO THE APPLICABLE CLAIM DURING THE ONE MONTH PERIOD IMMEDIATELY PRECEDING YOUR FIRST CLAIM AGAINST US HEREUNDER. UNDER NO CIRCUMSTANCES SHALL WE HAVE ANY LIABILITY WITH RESPECT TO OUR OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR LOSS OF PROFITS OR FOR CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING, AND WHETHER SUCH LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHERWISE. THE FOREGOING LIMITATIONS OF LIABILITY APPLY NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

12. Miscellaneous.

(a) Entire Agreement. This Agreement constitutes the entire agreement, and supersede all prior negotiations, understandings or agreements (oral or written), between the parties regarding the subject matter of this Agreement (and all past dealing or industry custom). (b) Amendment, Severability and Waiver. No change, consent or waiver under this Agreement will be effective unless in writing and signed by both parties. Any delay or failure of either party to enforce its rights, powers or privileges under this Agreement, at any time or for any period, will not be construed as a waiver of such rights, powers and privileges, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. (c) Governing Law and Venue. This Agreement will be deemed to have been made in, and will be governed by and construed in accordance with the laws of, the State of North Carolina, without regard to its conflicts of law provisions. The sole jurisdiction and venue for actions related to this Agreement will be the state or federal courts located in Charlotte, North Carolina, and both parties consent to the exclusive jurisdiction of such courts with respect to any such action. (d) Geographic Restrictions. The Company is located in North Carolina, USA. We provide the Software for use only by Registered Dealers and consumers located in the United States and Canada. We make no claim that the Software, nor any of the Customer Data is accurate, legal or appropriate outside of the United States and Canada. (e) Notices. All notices and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered by hand or by a reputable national overnight courier service or three (3) business days after mailing when mailed by registered or certified mail (return receipt requested), postage prepaid, to the parties in the manner provided below. You may give notices to us at 125 S Estes Dr. #2881 Chapel Hill, NC 27515. We may give notices to you at the address you provided upon registration. Either party may change the address to which notice is to be given by notice given in the manner set forth above. (f) Assignment. You may not assign or otherwise transfer your rights or obligations under this Agreement without the prior written consent of the Company. (g) No Third Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or will confer on any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. (h) Force Majeure. Neither party will be liable for any delays or non-performance of its obligations arising out of actions or decrees of governmental authorities, criminal acts of third parties, earthquakes, flood, and other natural disasters, war, terrorism, acts of God, epidemic, pandemic, or fire, or other similar causes not within such party’s reasonable control (each, a “Force Majeure Event“). In the event of any failure or delay caused by a Force Majeure Event, the affected party shall give prompt written notice to the other party stating the period of time the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event. Either party may terminate this Agreement if a Force Majeure Event affecting the other arty continues substantially uninterrupted for a period of thirty (30) days or more. (i) Equitable Remedies. Each party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under Section 2.b (Limitations and Restrictions), Section 5 (Confidentiality) or Section 7 (Intellectual Property Rights) of this Agreement would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and that, in the event of such breach or threatened breach, the other party will be entitled to equitable relief, including in a restraining order, an injunction, specific performance and any other relief that may be available from any court of competent jurisdiction, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise. (j) Conflict in Terms. If there is a conflict between this Agreement and any Order Form, the terms of such Order Form shall govern the provision of the Software involved; provided, however, that nothing in an Order Form may modify or supersede anything in Sections 2.b (Limitations and Restrictions), 7 (Ownership and Intellectual Property Rights), 9 (Disclaimer of Warranties), 10 (Indemnification), 11 (Limitation of Liability), or 12 (Miscellaneous) of this Agreement unless an express cross-reference is made to the relevant provision of this Agreement in the applicable Order Form and the parties have expressly agreed in such Order Form to modify or alter the relevant provision of this Agreement.

13. Other Definitions.

Capitalized and other terms that are used in this Agreement have the meanings described below:

“Company Data” means, collectively, the Trade Data, Usage Data and Aggregated Data.

“Order Form” means each online order form that you complete and submit to us during registration (and thereafter) to acquire the right to use on or more modules available through the Platform, each of which is incorporated into this Agreement by reference.

“Trade Data” means the Company’s proprietary collection of vehicle trade-in market data that is used in connection with the Trade plug-in Module to calculate and provide an estimate of trade-in market value of vehicles.

“Users” means, collectively, your employees and each of your customers that access and use your websites operated for Authorized Dealerships.

“You” and “your” as used throughout this Agreement refers to the Registered Dealer legal entity entering into this Agreement.