Terms Applicable to Trade-in Valet (“TIV”, aka KSL Cars Exchange). If Dealer orders TIV (AKA KSL CARS EXCHANGE or KSL ZONE) in a Service Order, then the sub-provisions of this section shall apply. 1. TIV (AKA KSL CARS EXCHANGE OR KSL ZONE) Term. The TIV (AKA KSL CARS EXCHANGE OR KSL ZONE) Services are provided based on the initial term agreed upon in the Service Order and will automatically renew for successive ninety (90) day terms, unless either party gives the other party ninety (90) days written notice prior to the end of the then-current term. If Dealer terminates the TIV (AKA KSL CARS EXCHANGE OR KSL ZONE) Services early, prior to Term expiration, then Dealer will pay the remainder of contracted Term, without regard to use of the TIV (AKA KSL CARS EXCHANGE OR KSL ZONE) Services or lack thereof. 2. TIV (AKA KSL CARS EXCHANGE OR KSL ZONE) Services. “Licensed Services” are used to generally describe all of Service Provider’s software and non-software applications covered under this Agreement; however, for the sake of clarity, the TIV (AKA KSL CARS EXCHANGE OR KSL ZONE) Services are standalone individualized vehicle appraisal services that collect vehicle information through a website application and Dealer facing communication portal. Notwithstanding use of the phrase “Licensed Services” herein, a license to software is not provided in delivering the TIV (AKA KSL CARS EXCHANGE OR KSL ZONE) appraisal services. 3. Dealer will only use customer and vehicle information obtained through the Licensed Services for the sole purpose of communicating with customers about the purchase of their vehicle, and Dealer’s potential sale of a vehicle to the customer. Dealer will not sell or transfer any customer information derived from the Licensed Services to a third party for marketing or any other purpose. 4. Dealer is solely responsible for accurately disclosing the vehicle condition into the Licensed Services in accordance with the National Auto Auction Association Arbitration Policy, effective April 17, 2017, located at www.NAAA.com, as may be amended from time to time (“NAAA Requirements”), including without limitation, disclosure of any structural damage, structural repairs/replacements, and structural alterations,, to include disclosure of drivability, paintwork, body damage, tire condition, non-working components, missing equipment, and/or aftermarket equipment, also disclosure of issues as may be legally required, and disclosure of conditions which a reasonable person would deem a safety or integrity concern. 5. As part of the Licensed Services, Dealer may elect to have Service Provider purchase a vehicle from Dealer for the appraised amount issued by the Licensed Services (“Buy-Back Option”), if all of the following conditions are satisfied: 5.1. Appraisals issued to a potential consumer by the Licensed Services are valid for the BuyBack Option for ten (10) calendar days, with such 10-day period commencing on the date of appraisal; 5.2. Upon consumer presenting their appraised vehicle to Dealer within the 10-day period, or upon Dealer requesting a Dealer vehicle appraisal (“Dealer Request”), Dealer is solely responsible for ensuring that the vehicle condition provided into the Licensed Services is a true representation of the actual vehicle condition.; 5.3. Dealer may exercise the Buy-Back Option by providing notice to Service Provider, with acknowledgement of receipt, for three (3) calendar days of either (i) the date the consumer presents their vehicle to Dealer for trade-in at the Licensed Services generated appraisal amount, or (ii) the date the Dealer receives a Licensed Services generated re-appraised amount following disclosure of additional vehicle conditions initially undisclosed by the consumer, or (iii) the date the Dealer receives an appraisal from a Dealer Request. Such 3-day period will commence on the date specified above in either (i), (ii), or (iii); 5.4. Following Dealer’s notice to Service Provider to exercise Buy-Back Option within such 3-day notice period, Dealer must deliver the vehicle to a Manheim or ADESA facility for a third-party Condition Report, at Dealer’s cost, within three (3) calendar days, with such 3-day period including the date of notice, and where Dealer will remain responsible for transit and ownership of the vehicle, and; 5.5. If the third-party Condition Report confirms the vehicle condition as provided by Dealer to the Licensed Services to generate the appraisal, then following Service Provider receipt of vehicle title, Service Provider will pay Dealer the final appraised amount generated by the Licensed Services. 6. Service Provider reserves the right to modify or amend the Buy -Back Option as outlined herein at its sole discretion by providing Dealer with notice via email to the point of contact stated in the Service Order, or via monthly invoice in the normal course of business. Dealer’s continued use of TIV (AKA KSL CARS EXCHANGE OR KSL ZONE) for a 10-day period following Service Provider’s notice of Buy-Back Option modifications or amendments will constitute Dealer’s acceptance of such modifications or amendments. 7. Service Provider’s receipt of Dealer’s request to cancel the Trade-in Valet Licensed Services terminates the Buy Back Option for the remainder of the Term. The Buy Back Option only applies to vehicles located within the continental United States and excludes Alaska and Hawaii. 8. Additional Terms Applicable to Voice Valet. If Dealer orders Voice Valet Services in a Service Order, then the sub-provisions of this section shall apply. 8.1. Dealer represents and warrants to Service Provider that for the customer lists Dealer elects to receive Voice Valet Services, that Dealer has received each customer’s “prior express consent,” or “prior express written consent” to receive automated voicemail drops, as applicable. The terms “prior express consent,” and “prior express written consent” shall have the meaning prescribed by the TCPA, the FCC’s TCPA rules, 47 C.F.R. § 64.1200 et seq., and the FCC’s TCPA decisions. 9. Prior Agreements Superseded. If Dealer is subscribing to Licensed Services hereunder for which Dealer has an existing service agreement for an individual or combination of Licensed Services, then the terms applicable to such Licensed Services contained in this Agreement will supersede the terms applicable to such Licensed Services contained in any prior agreement between Dealer and Service Provider, as of the Effective Date. 10. Order of Precedence. In the event of any inconsistency or conflict between the provisions in the general terms and conditions of this Agreement and the provisions of any Service Order form or Sales Order form (other than an exception expressly set forth as such in a Service Order or Sales Order), the provisions in these general terms and conditions will prevail. In the event of any inconsistency or conflict between the statements in the body of this Agreement and the statements in Service Provider’s EULA, the statements in Service Provider’s EULA shall control the business relationship between Service Provider and Dealer. 11. Direct Integration with DMS. Dealer acknowledges that use of the Licensed Services depends on Dealer’s provision of certain DMS access information required by Dealer’s DMS company, Service Provider, its licensors, affiliates or suppliers from time to time as deemed necessary for continued delivery of the Licensed Services. Dealer’s DMS data is proprietary to Dealer and Service Provider will not view and/or alter Dealer’s DMS data without Dealer’s consent as supplied hereunder. 12. Additional Terms Applicable For DMS Integration via Third Party Integration Provider. By signing below, you state that you have the authority to make this request, and you authorize Service Provider or its third party DMS data provider, Superior Integrated Solutions Inc. (“SIS”) to access your system for the above areas via modem and/or network to our computer system for the purpose of doing work on your behalf. You agree that SIS will not be held liable for any system related issues not directly related to the programming request. Information on your system is proprietary to you and will not be viewed and/or altered without your consent. SIS will have access to your system within the specified parameters of this agreement and all work requested will be your sole property and will not be removed and/or altered without your consent. SIS will be using the software licensed by you for the sole purpose of this agreement. The undersigned acknowledges and agrees that by executing this Third Party Work Agreement it has read and agrees to the terms and conditions contained in the End User License Agreement, which is located at http://www.superiorintegratedsolutions.com/eula_licensingagreementnew.pdf The undersigned further acknowledges and agrees that the terms of said End User License Agreement are fully incorporated and included in this Third Party Work Agreement and are binding on the parties hereto. 13. Pre-Authorization to Use DMS Access Information. Dealer will facilitate Service Provider’s access to data files as deemed necessary by Service Provider for the migration of Dealer’s data to the Licensed Services, and Dealer authorizes its designated information technology personnel to provide all required DMS access information, specifically DMS Vendor, DMS Username, DMS Password, DMS IP Address, DMS Service Account, and DMS F&I Account, and hereby acknowledges and agrees that Service Provider, and SIS where applicable, will use the supplied information to access Dealer’s DMS. Dealer’s supplied DMS access information will be given the same legal authority as if stated in its entirety within this Section. Further, Dealer will execute any additional documents and supply additional information as deemed necessary by Service Provider for the provision of the Licensed Services. 14. Notice of DMS Change. Dealer must provide Service Provider with at least thirty (30) day notice prior to changing DMS types. Failure to provide such notice may result in additional processing fees. 15. Dealer Ownership of DMS Data. Dealer owns all individual customer data and dealership data it inputs into its DMS via the Licensed Services (“Data”). Notwithstanding any other agreement between Dealer and Service Provider to the contrary, Dealer hereby grants to Service Provider a non-exclusive, worldwide, royalty-free, non-transferable, perpetual license to use the Data, on the condition that the Data is used only for the following purposes (i) aggregating the Data for reasonable business use and derivative works related to Service Provider’s services, by de-identifying the Data and maintaining the privacy of personally identifying information, (ii) periodically testing up to 10% of Dealer customers with alternative versions of creative designs, where such assigned control group may be excluded from certain communications, and (iii) periodically surveying Dealer customers with research studies and offering the opportunity to participate in Service Provider’s online research panels. Service Provider may provide the Data to third-party service providers who provide services to Service Provider, or who assist Service Provider in improving its services to dealers, on the condition that each such third-party service provider executes an agreement to maintain the confidentiality of the Data.