Dealer Master Terms and Conditions

Introduction and Certain Definitions. WeBoCars Inc. ("WeBoCars", "we", "us," or "our") provides the dealer identified in the WeBoCars Dealer Registration Form ("Dealer"), and if applicable, any of its Participating Dealers (Dealer and Participating Dealer collectively, "Dealer," "you," or "your"), access to our WeBo pricing products and services (collectively, "Service"), subject to your acceptance of and compliance with these WeBoCars Dealer Master Terms and Conditions ("Master Terms and Conditions"), the terms and conditions, if any, of the Services in which you participate, including any documents referenced therein (each, "Service Terms"), and the terms and conditions of any WeBoCars Dealer Registration Form you enter into that specifically references these Master Terms and Conditions and/or applicable Service Terms (each, a "Registration Form") (collectively, "Agreement").

In the Agreement, (i) "Affiliate" means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by or is under common control with that entity, (ii) "Customer" means a user of a WeBoCars-process information services website/app, including a member of Customer's household or immediate family, (iii) "Participating Dealer" means any dealership that is owned or controlled by Dealer that participates in a Service hereunder referenced in a WDN trusted dealer network, and (iv) "WeBoCars Entities" means WeBoCars, its Affiliates, and its and their officers, directors, consultants, contractors, agents, attorneys, employees, partners, and third party service providers.

a. Service Requirements. Dealer agrees to follow the requirements of each Service that Dealer participates in, which are set forth in the applicable Service Terms, below. By entering into the Agreement, Dealer is binding its Participating Dealers to the terms hereof and is responsible for their acts and omissions in connection with the Agreement, including paying all fees they may accrue pursuant to Section 2(b), below. Not all Services are available for participation by Dealer (please confer with your WeBoCars representative if applicable). Be it clear any participating Dealer or Dealers are obliged NOT to sell or lease any provided Webocars process client for Ninety (90) Business days after initial Dealer Webocars process quote is provided to the client should no initial Transaction be completed and delivered, and not to offer any other brand then the initial inquiry in said (90) Business day time frame.

b. Service Fee.You (Dealer) will pay us WeBoCars Inc the fees set forth in these Service Terms plus any applicable taxes for each Service that you participate in ("Service Fee") for each New/Used Vehicle sold or leased using the Webocars process indicated herein (Service Terms A2 or B2) as chosen by Dealer or required by law. The dealer agrees that any deposits taken plus any applicable taxes on a per vehicle basis will be invoiced and debited against the dealer deposit taken by Webocars on the Dealer behalf to hold and secure the vehicle of choice. Webocars will apply the net paid dealer invoice upon Dealer identifying Vehicle held as delivered. The Dealer agrees that the deposit and any applicable taxes taken from the client by the Webocars Process will serve as its payment for Webocars Inc. service to the dealers and will be applied to purchasing/leasing client buyers' order to apply in conjunction with monies down to be preidentified and taken by the dealer at delivery. During this process upon taking receipt on the dealer's behalf, Webocars will provide the dealer with a paid receipt for the chosen vehicle and/or a paid invoice for Webocars service fee rendered. In the event a refund is due for any non-vehicle delivery for cause, Webocars will promptly refund the client's deposit. This process will be implemented in the event a subscription and/or pay per vehicle system is implemented for Webocars transactions only. These Transactions will be provided directly to any Approved Webocars Dealer Network (WDN) Participant. In the event any dispute related to an invoice/payment process must be submitted in writing via email to [email protected] within Five (5) business days of the date of such dispute, otherwise such dispute is waived and the invoice will be final and not subject to challenge.

c. Webocars Inc. Deposit Terms. In the event the Dealer provides the client who chooses a Webocars Inc vehicle from any Webocars.com Inc. lease/buy process option, a $450 for OTD vehicle price less than or equal to $75,000 or $550 if the OTD vehicle price is 75,001 or greater plus any applicable taxes will be taken to continue the lease/buy process as indicated in Dealer Service Terms. This deposit will be held and deemed as payment from Dealer to Webocars Inc for its Process services. This Deposit will be refundable by Webocars Inc if and only if the referenced/client does not execute the deal directly with the chosen dealer by taking vehicle delivery or not violating any Client agreed terms or conditions with Webocars Inc. This Deposit does not serve as any part of the monies down due directly to the chosen dealer offered as money down to obtain Clients buy/lease options. However, Client deposit will be applied to reduce the purchase/lease price from dealers invoice pricing of the delivered chosen vehicle of the Client taking Delivery. Therefore for clarity, the deposit taken plus any applicable taxes will be added and totaled with the agreed monies down or payments and will reduce the dealers buy/lease price directly on the dealer to clients buyers order, resulting in a final lease/purchase price providing for the agreed cash or term monthly lease or purchase payments.

d. DMS Sales Access.Subject to the confidentiality and use restrictions below, Dealer will provide access to Dealer's Dealership Management System ("DMS") sales data either through direct or indirect access as mutually agreed.

e. Dealership agrees to provide a first and last name and address list, monthly, of all dealer sold/leased vehicles upon written request.

f.Any (i) direct extraction by WeBoCars or its third-party DMS vendor(s), if applicable, or manual transmission of data by Dealer to a WeBoCars third-party DMS vendor, or (iii) other method mutually agreed upon by WeBoCars and Dealer. Upon WeBoCars's request, Dealer will connect or reconnect WeBoCars's access to Dealer's DMS sales data within two (2) business days of such request. Dealer represents, warrants, and covenants that it has all the necessary rights to provide the DMS sales data for use as mutually agreed.

Each party represents, warrants, and covenants that it has implemented adequate administrative, procedural, technical, and physical safeguards designed to (i) provide for the security and confidentiality of non-public personal information provided, collected, and/or received in connection with the Agreement ("Nonpublic Personal Information"), (ii) protect against any anticipated threats or hazards to the security or integrity of Non-Public Personal Information, and (iii) protect against unauthorized access to or use of Non-Public Personal Information which could result in substantial harm to a Customer. In addition, each party will notify Customers of security breaches as required by applicable law. As your service provider, we will only use Non Public Personal Information received from your DMS sales data to match your sales to Customers who contacted you by using our Service and then made a purchase or lease. We will not use your DMS sales data to (a) populate the WeBoCars price reports, or (b) send marketing related communications to any of your customers. Notwithstanding anything to the contrary in the Agreement, (x) we analyze DMS sales data that has been anonymized and does not include Non-Public Personal Information for purposes of improving the quality of Service to your dealership, (y) we may share vehicle inventory and price information with the WeBoCars Entities who may use such information to, among other things, provide broader exposure to, and marketing of, Dealer's inventory, and (z) you will only use the Non-Public Personal Information provided to you through the Service solely to carry out your obligations under the Agreement.

Dealer grants the WeBoCars Entities a limited, non-exclusive, non-sub licensable, non transferable, royalty-free, worldwide license to use its logos, trademarks and service marks (collectively, "Marks") solely in connection with the Agreement, provided that we will not modify the Marks (resizing acceptable) without Dealer's prior written consent. WeBoCars grants Dealer a limited, non-exclusive, non-sub licensable, non-transferable, royalty-free, worldwide right to access and use our proprietary, dynamic web-based portal ("Dealer Portal") solely for fulfilling Dealer's obligations pursuant to the Agreement, provided that Dealer will not (i) modify or manipulate the Dealer Portal, (ii) publicly display, copy, decompile or disassemble the Dealer Portal, or (iii) grant or permit any third party to use or access the Dealer Site/Portal.

"Confidential Information" means information disclosed by you to us or us to you, either directly or indirectly, in writing, orally, or by inspection of tangible objects that is designated as "Confidential," "Proprietary," or some similar designation. Information communicated orally and/or other intangible information will be considered confidential Information if such information is confirmed in writing as being confidential Information within a reasonable time after the initial disclosure. Notwithstanding the foregoing, the Dealer Portal is deemed WeBoCars Confidential. Confidential Information may also include information disclosed to a disclosing party by third parties.

Confidential Information will not, however, include any information which: (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party through no action or inaction of the receiving party; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party's files, records, and/or other competent evidence immediately prior to the time of disclosure; (iv) is obtained by the receiving party from a third party without a breach of such third party's obligations of confidentiality; or (v) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

The receiving party will not at any time (a) disclose, sell, license, transfer, or otherwise make available to any person or entity any Confidential Information of the disclosing party, except to employees, contractors, agents, or Affiliates who have a legitimate need to know such Confidential Information and are bound to confidentiality and non use obligations no less restrictive than those contained in the Agreement, or (b) use, reproduce, or copy any Confidential Information of the disclosing party, except as necessary in connection with the purpose for which such Confidential Information is disclosed to the receiving party by the disclosing party, or in connection with or as set forth in the Agreement. The receiving party may disclose Confidential Information of the disclosing party in connection with subpoenas, court orders, other legal processes, or as otherwise required by law, provided that the receiving party gives the disclosing party prompt written notice of such requirement and takes reasonable steps to protect the information from public disclosure.

You represent, warrant, and covenant that you (i) have the corporate or other applicable right, power and authority to enter into the Agreement, (ii) are a licensed manufacturer automobile dealership pursuant to applicable laws, and (iii) with respect to new vehicle sales, possess the required franchises with the applicable manufacturer to represent each brand you sell.

A. All dealerships who have acknowledged, signed and/or agreed to Webocars Terms and Conditions of Service, Privacy Policies and Master Terms of Service, and/or their affiliates, agree they Self Indemnify regarding any cases relating to this agreement.

B. Webocars Inc, the provider of the patented process service herein, and its affiliates agree they Self Indemnify regarding any cases relating to this agreement.

The Agreement constitutes the entire agreement and understanding between you and us regarding the subject matter contained herein and supersedes all other agreements, understandings, negotiations, representations, claims, and communications in all forms of media, written and oral, regarding the subject matter contained herein. If there is a conflict between the Master Terms and Conditions, any Service Terms, and any Registration Form, the conflict will be resolved according to the following order of precedence: (1) Webocars Autogroups/Independent Terms and Condition of Service and Privacy Policy (2) Autogroups Dealerships/Independent Dealerships Fees/Terms for Service (3) Autogroups/Independent Dealership online Registration Forms. Only a written instrument specifically waiving compliance that is executed by whichever of you or us is entitled to waive such compliance may waive any term(s) and/or condition(s) of this Agreement. No waiver by either you or us of any provision hereof will be deemed a waiver of any other breach of such provision or a waiver of the provision. If any provision of the Agreement is held or made invalid or unenforceable for any reason, such invalidity will not affect the remainder of the Agreement, and the invalid or unenforceable provision will be replaced by a valid provision that has a similar effect.

Neither you nor we will have any liability under the Agreement by reason of any failure or delay in the performance of your or our obligations on account of strikes, shortages, riots, acts of terrorism, insurrection, fires, flood, storm, explosions, earthquakes, Internet and/or electrical outages, computer viruses, acts of God, war, governmental action, or any cause that is beyond as applicable, your or our reasonable control. You and we are independent contractors and nothing in the Agreement will be construed to create, evidence, or imply any agency, employment, partnership, or joint venture between you and us. Except as otherwise set forth in the Agreement, the Agreement is not intended to benefit, nor will it be deemed to give rise to any rights in, any third party. Neither you nor we may assign, sublicense or transfer the Agreement or any right or duty under the Agreement to another party, in whole or in part, without, as applicable, your or our prior written consent; provided however, either you or we may assign the Agreement without permission in connection with the reorganization, reincorporation, merger or sale of all or substantially all of the assets or stock of you or us.

By signing or entering your name into our electronic signature service and clicking on the "Click to Sign" or similar button, you create an electronic signature to the Agreement, establishing a valid, legal contract. In doing so, you agree to accept these terms and conditions and any other agreement contained or referenced herein; you also agree that we may supply you a copy of the Agreement in electronic form.

You may choose to withdraw your consent to receive the Agreement in electronic form at any time by submitting a written request to the address set forth in Section 11, above. Withdrawing your consent does not change your existing obligations to us under the Agreement; it means only that our relationship with you will thereafter be governed by a non-electronic form of the Agreement.