Obligations of the Parties

Services, Set-up, and Maintenance of Links

In consideration of the fees described herein, CARx shall set up and maintain the appropriate links to the Dealer to track the campaigns. CARx utilizes technology that will track the Leads delivered through these links and shall allow the Dealer to utilize CARx technology as well.

A "Lead" will be defined as a unique request that a user has made for auto financing that contains the user’s full name, street address, city, state, zip, email address, social security number, authorization to pull credit and has specified being in the market for auto financing. The daily cap can never be reduced to less than one (1) lead per day at any time.

Payments and Fees

Dealer shall pay CARx fees in accordance with the terms and conditions set forth in Exhibit "A". All payments and fees paid to either party hereunder shall be made by check, credit card or wire transfer in US dollars to the other party's bank account.

Confidentiality

Each party to this Agreement acknowledges that certain information that it receives from the other party (the "Disclosing Party") shall constitute the confidential and proprietary information of the Disclosing Party ("Confidential Information"), and agrees that it shall take all reasonable steps to preserve the strict confidentiality of any such information; provided that such information in tangible form is clearly marked as confidential and oral disclosures are promptly confirmed as confidential in writing. The receiving party shall safeguard the Confidential Information with the same degree of care that it uses to protect its own confidential information. Each party agrees to restrict its internal distribution of the other party's Confidential Information to its employees and agents who have a need to know, and to take such steps to ensure that its dissemination is so limited.

For purposes of this Agreement, Confidential Information shall not include any information to the extent that such information: (a) is presently, or subsequently becomes, generally available to the public without a wrongful act of the receiving party; (b) is information which the Disclosing Party agrees in writing may be disclosed without restriction; (c) is already known to the receiving party; (d) is developed independently by the receiving party without reference to any Confidential Information of the Disclosing Party; (e) is furnished by the Disclosing Party to a third party without restriction on disclosure; or (f) is disclosed pursuant to a court order.

It is agreed that money damages shall not be a sufficient remedy for a breach of this provision by the receiving party or its representatives and the Disclosing Party shall be entitled to seek injunctive relief, specific performance and any other appropriate equitable remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedy for such breach of this Agreement but shall be in addition to all other remedies available at law or in equity.

In the event of litigation relating to this provision, or any other provision, if a court of competent jurisdiction determines that the receiving party or its representatives have breached this Agreement, then the receiving party shall be liable and pay to the Disclosing Party the reasonable legal fees incurred by the Disclosing Party in connection with such litigation, including any appeal therefrom.

Agreement Terms & Conditions

4. Restrictions on Marketing Practices

CARx may not engage in any inappropriate, misleading, deceptive, or unlawful conduct ("Prohibited Conduct") in connection with this Agreement including, without limitation, the following:

(a) No Incentive Promotion. CARx may not market to Dealer through the offer of incentives. By way of example, CARx may not market to Dealer any service through offers to win prizes.

(b) Misleading Consumers. CARx may not market any Lead generated by use of fraudulent, deceptive, or misleading means to: (i) generate visitors to any website, including any promotion of, or link to, and transmit that data as a Lead to Dealer; or (ii) enlist or encourage any third party to do so on Dealer's behalf, including the promotion of an instant quote. CARx and Dealer shall handle consumer information consistent with all posted privacy policies as well as with any State or Federal regulations.

5. Indemnification

Except in the event (and to the extent) of CARx negligence or willful misconduct, Dealer shall indemnify and hold harmless CARx, and its directors, officers, employees, agents, shareholders and partners, members and other owners, from and against, and with respect to, Dealer's breach of this Agreement or any violation of any applicable state or federal law, code, or regulation, or unauthorized use of a third party's intellectual property, including, but not limited to trademarks, service marks, trade names, or copyright protected materials, that results in CARx being named as a party to litigation or other proceedings, and any demands, claims, actions, suits, proceedings, assessments, judgments, attorney’s fees and court costs.

Except in the event (and to the extent) of Dealer's negligence or willful misconduct, CARx shall indemnify and hold harmless Dealer, its subsidiaries and affiliate dealers, and their respective directors, officers, employees, agents, shareholders and partners, members and other owners, from and against, and with respect to, CARx breach of this Agreement or any violation of any applicable state or federal law, code, or regulation or unauthorized use of a third party’s intellectual property, including but not limited to trademarks, service marks, trade names, or copyright protected materials, that results in Dealer being named as a party to litigation or other proceedings, and any demands, claims, actions, suits, proceedings, assessments, judgments, attorney’s fees and court costs, incident to the foregoing.

6. Relationship of the Parties

“Dealer” and CARx are independent contractors and nothing in this Agreement shall create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. Dealer shall have no authority to make or accept any offers or representations on behalf of CARx. Dealer shall not make any statement, whether on its site or otherwise, that might reasonably contradict anything in this section.

7. Exclusivity

This Agreement does not prevent Dealer from selling or fulfilling its own proprietary merchandise on its site or from accepting paid advertising from other companies in the same industry as CARx. However, Dealer shall not provide any Lead to a third party that was, or will be, provided by CARx, for the purposes of selling that lead in the Automotive Finance business.

8. Return / Replacement Policy

Leads may be returned for replacement for the following reasons:

• Disconnected or incorrect home phone number.
• Prefinanced or private purchase only.
• Already purchased a vehicle.
• The applicant is a minor.
• Invalid information including (without limitation): SSN, invalid income, etc.
• Duplicate lead (any lead that is a duplicate can be returned with the original lead, time-stamped, within 30 days from original receipt and sent to us via fax or email for review).
• Multiple repossessions or recent bankruptcy.

Leads for replacement consideration must be returned through CARx CRM tool within 10 days of receipt by Dealer. The Dealership name, lead number, applicant’s name, and date of receipt along with the reason replacement is requested must be included and visible on all leads returned for replacement consideration.

Please note that maximum leads returned may be no more than 20% of total leads received unless otherwise authorized by CARx.

9. Term and Termination

CARx may terminate this Agreement at any time, with or without cause. Upon completion of any applicable term commitment, dealerships in good standing shall automatically transition to a month-to-month agreement.

Either party may terminate the month-to-month agreement, with or without cause, by providing thirty (30) days’ written notice to the other party. Such thirty (30) day notice shall apply to the next scheduled lead quantity set forth in the signed Agreement. During the thirty (30) day notice period, the dealership agrees to accept and pay for leads up to the full lead quantity specified in the Agreement for that period, and service shall continue until the earlier of (i) expiration of the thirty (30) day notice period and/or (ii) delivery of the full additional lead quantity specified in the Agreement, whichever occurs last.

Notice of termination may be provided via email or certified mail. The email address for notice is info@AutoLeadPro.com.

.CARx : Sales

10. Applicable Law and Venue. This Agreement shall be governed by, and construed in accordance with,
the laws of the State of New York. Any dispute, claim or controversy arising out of, or relating to, this
Agreement or the breach, termination, enforcement, interpretation, or validity thereof, shall be
resolved in the state or federal courts located in Nassau County. The prevailing party in any lawsuit
brought under the terms of this Agreement shall be awarded its reasonable attorneys’ fees and costs.

Transaction Fees:
Dealer shall pay a fee ("Fee") to CARx using the agreed tier price (stated below):

1. Fees/Payouts – Dealer will receive an invoice based on agreed price, in the first week of each month for
   the prior month’s activity.
2. Online Tracking – CARx will provide Dealer with online tracking of all Leads purchased by
   Dealer including Lead disposition. CARx can deliver leads into most 3rd party CRM programs.
   However, CARx is not responsible for any issues that occur within the dealer’s program that
   may cause our leads to a) not be delivered or b) not be correctly parsed into these programs. Please
   use the web-based program provided by your Sales Representative.
3. Payment Terms – Provided Dealer is not in breach of the Agreement, Dealer will pay all outstanding
   balances due (whether less than $50) within thirty (30) days of the end of each calendar month or thirty
   (30) days after receipt of invoice, whichever is later. Balance due will be calculated as total leads minus
   any returned leads to equal net number of leads sold to Dealer.
4. Late Fees – Failure to remit payment will result in a $3 late fee per day. This late fee of $3 per day is for
   any & all past due invoices. (If you have multiple invoices, you will be charged $3 per invoice. Two past
   due invoices equal to $6 a day.)
5. Legal Fees – In the event that CARx does not receive payment in full, we will send your account
   to our collections team. This additional cost will be added to any amounts owed on your account.

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