GRAND TOURING I-ACTIVSENSE PACKAGE -inc: Mazda Radar Cruise Control (MRCC) Smart Brake Support (SBS) Smart City Brake Support (SCBS) Lane Departure Warning System (LDWS) High Beam Control (HBC) Auto On/Off Headlights Rain Sensing Wipers
GRAND TOURING I-ACTIVSENSE PACKAGE -inc: Mazda Radar Cruise Control (MRCC) Smart Brake Support (SBS) Smart City Brake Support (SCBS) Lane Departure Warning System (LDWS) High Beam Control (HBC) Auto On/Off Headlights Rain Sensing Wipers
General: Autotrader.com, Inc. ("ATC") on behalf of itself and its Affiliate (as defined below), and the dealership
identified above ("Advertiser") desire to enter into a relationship under which ATC may create and/or display
Advertiser's listings and other advertisements ("Advertisements") on the website(s) identified on the Sales Order(s)
(defined below) and, if applicable, on other websites, and/or distribute such Advertisements through various media
platforms (e.g., television, radio, print, wireless, etc.) (collectively, "Other Media Platforms") owned or
controlled by ATC and/or third parties from time to time (collectively, the "Sites"). The Sites may include,
without limitation, www.buyherepayhere.autotrader.com. This Advertiser Relationship Agreement ("Agreement") sets
out the terms and conditions of this relationship and applies to all Advertisements created by or on behalf of
Advertiser through the Sites and/or displayed or to be displayed on the Sites and to any other services that ATC
provides to Advertiser or arranges for Advertiser to receive. Other terms that apply to particular Advertisements
are specified in Advertising Sales Orders - Subscription ("Subscription Sales Orders") and Advertising Sales
Orders - Transaction ("Transaction Sales Orders") (each a "Sales Order" and collectively, the "Sales Orders")
signed by ATC and Advertiser, each of which will be governed by this Agreement. For purposes of this Agreement,
"Affiliate" means any entity that directly or indirectly, controls, is controlled by, or is under common control
with, ATC, where "control" means the power to direct or cause the direction of the management and policies of
such other entity, whether through the ownership of voting securities, by contract or otherwise.
Fees/Payment/Default: Advertiser will pay ATC any fees that may be specified on any Sales Order that may be issued
pursuant to this Agreement, as such fees may be modified by ATC from time to time in its sole discretion. If
Advertisements are to be paid for by credit card, ATC may charge the credit card on any date after such Advertisements
are first included on any of the Sites (the "Start Date") and, if recurring Advertisements run for more than one
month, once a month thereafter. If Advertiser is to be invoiced for payment, Advertiser will be invoiced on or
after the Start Date and, if recurring Advertisements run for more than one month, on a monthly basis thereafter.
If Advertiser wishes to obtain trade credit, ATC may require Advertiser to submit a credit application to ATC,
providing such information as ATC requests. Advertiser agrees that ATC may obtain a credit report on Advertiser
at any time in connection with existing or prospective extensions of credit. If ATC extends credit to Advertiser,
Advertiser agrees to adhere to ATC's credit/service policies and procedures, as they may be amended from time to
time, and to provide ATC with updated credit information on request. Payment is due within thirty (30) days from
the date of each invoice. Amounts paid after such date may bear interest at the rate of one and a half percent
(l½%) per month (or the highest rate permitted by law, if lower). If Advertiser fails to make payment when due,
Advertiser will be responsible for all reasonable expenses (including attorneys' fees) incurred by ATC in collecting
such amounts. Advertiser will pay all applicable federal, state and local taxes, excluding only taxes on ATC's income.
Agencies: If Advertiser uses an advertising agency in connection with any Advertisements placed under this Agreement,
Advertiser and such agency are jointly and severally liable hereunder. The entity signing this Agreement and/or
any Sales Order warrants that it has authority to bind Advertiser, and agrees to indemnify, defend and hold ATC
and its Affiliates harmless from any and all claims, losses, damages or costs (including reasonable attorneys'
fees) (collectively, "losses") arising out of any breach of the foregoing warranty. Advertiser will be solely
responsible for payment of any commission due to any agency.
Term and Renewal: This Agreement will commence on execution by ATC and Advertiser and will continue until cancelled.
Each Transaction Sales Order will become effective as of the date it is accepted by ATC and will remain in effect
for the term specified in such Sales Order, or, if no term is specified, until all Advertisements covered by the
Sales Order have been run and paid for and all services to be provided under the Sales Order have been provided
and paid for. Advertiser may cancel any Transaction Sales Order that has a specified term on 30 days prior written
notice to ATC. Unless a Subscription Sales Order explicitly specifies a particular limited term, each Subscription
Sales Order will commence on the date it is accepted by ATC and will remain in effect for one year from the Start
Date ("Initial Term"), then will automatically renew for successive one-year periods (each a "Renewal Term").
Advertiser may cancel this Agreement (and/or any or all outstanding Sales Orders) at any time by providing 30 days
prior written notice to ATC. ATC may cancel this Agreement (and/ or any or all outstanding Sales Orders) at any
time on notice to Advertiser. Notices under this Section 4 will be effective upon receipt. Upon cancellation,
all unpaid amounts outstanding from the Advertiser, including amounts for Advertisements to be displayed and services
to be rendered through the effective date of cancellation, will become immediately due and payable.
Positioning/Right to Reject: Positioning of Advertisements is at ATC's discretion. Advertiser acknowledges that
ATC has made no guarantees with respect to traffic that will be delivered except as expressly set forth in any
Sales Order. If a Subscription Sales Order contemplates that an Advertisement will be displayed to users of one
or more of the Sites within a particular market (not applicable to co-branded or Other Media Platforms), ATC will
use commercially reasonable efforts to place such Advertisements in one of the standard advertisement locations
that appear on search results pages displayed to users that have searched for a vehicle by manufacturer within
the specified market. ATC reserves the right to reject or cancel any Advertisement, space reservation or position
commitment at any time. Without limiting the generality of the preceding sentence, ATC reserves the right (but
assumes no obligation) to delete any Advertisement that ATC considers unacceptable or inappropriate, whether for
legal or other reasons (including, without limitation, in connection with ATC's efforts to combat Internet fraud).
In addition, ATC, in its discretion, may reject any link, pixels, tags and/or other code embedded in any Advertisement.
Provision of Advertising Materials: Advertiser will, at its expense, provide all materials for Advertisements in
accordance with the policies in effect from time to time for the Site on which the Advertisement is displayed.
ATC may dispose of any advertising materials delivered to it unless acceptable prepaid return arrangements have
previously been made.
Access to Inventory Records/Display and Other Uses of Inventory: ATC, its Affiliates, and their subcontractors may
access Advertiser's new, certified and used car inventory records periodically to extract data (such as but not
necessarily limited to year, make, model, VIN, mileage, stock number and retail price) for each vehicle to be
included in ATC's database. ATC and/or its Affiliates may use such inventory data (and any other inventory data
provided by or on behalf of Advertiser) as ATC and such Affiliates see fit; for example, ATC or an Affiliate may
provide such data to third parties to obtain wider distribution of Advertiser's Advertisements or may use such
data to derive and distribute vehicle valuations and other information.
Call Tracking: ATC may arrange for a third party vendor selected by ATC to provide Advertiser with one or more
toll-free telephone number(s) (the "Number(s)") for use in connection with Advertisements placed on the Sites
(and, at ATC's discretion, on co-branded ATC sites and/or Other Media Platforms). Advertiser may use the Number(s)
solely to answer customer inquiries regarding the vehicle listings included in the Advertisements. Advertiser
will not use the Number(s) for any other purpose, including, but not limited to, the initiation of telemarketing
calls. ATC will use commercially reasonable efforts to provide Advertiser, within thirty (30) days after the end
of each calendar month during the term of the applicable Subscription Sales Order, a report containing the date,
time, duration, and phone number of each caller to the Number(s) during such month. ATC owns all rights, title
and interest in this information.
Transaction Sales Orders: In the event that a Transaction Sales Order includes a listings package, Advertiser may
list up to the specified number of vehicles in the selected listings package during each month of the term of the
Transaction Sales Order for the minimum monthly package fee. If in any month Advertiser lists more than the
specified number of vehicles for that listings package, Advertiser will be billed for each such additional listing
based on the "per listing" price for that package. If Advertiser lists fewer than the specified number of vehicles,
Advertiser will still be required to pay the minimum monthly package fee, and there will be no credits for listings
not used. If Advertiser has registered but not selected any listings package, it will be required to pay for each
listing actually placed at the then-prevailing base rate. A vehicle is deemed to be listed as of the date the
listing first appears on any of the Sites, including any Other Media Platform.
Consent to Receive Future Offers: Advertiser expressly consents to receive advertising offers and other information
via direct mail, telephone, email, SMS, and/or facsimile from ATC and/or its Affiliates. Advertiser agrees that
such offers and information may be directed to the postal and email addresses, telephone number(s) and facsimile
number(s) listed on any applicable Sales Order or to any other contact addresses and numbers used by the Advertiser.
Advertiser represents that Advertiser owns or leases the facsimile equipment that will be used to receive fax
messages at the facsimile number(s) listed on this form.
Ownership: As between the parties, ATC owns all rights (including, without limitation, copyright rights) in the
Sites and in all advertising material and other content furnished by ATC Advertiser will not authorize reproduction
or use of any such material in any medium without ATC's prior written consent. As between the parties, ATC owns
all rights in any information collected by ATC, its Affiliates, and/or their respective vendors relating to users
of the Sites (including, without limitation, any personally identifiable transaction data and "clickstream" data).
Assignment: Advertiser may not resell, assign or transfer any of its rights hereunder, and any attempt to resell,
assign or transfer such rights is void. ATC may subcontract to any third party all or any part of the services
being provided by ATC to Advertiser under this Agreement.
Advertiser Representations/Indemnification: Advertiser represents and warrants that it has read and agrees to the
visitor agreement (sometimes referred to as "terms of use," terms and conditions," or "terms of service") posted
on each applicable Site (collectively, the "Visitor Agreements"). Advertiser understands that any of the Sites
may change its Visitor Agreement from time to time and agrees that, by continuing to place Advertisements on a
Site following the posting of any changes to the applicable Visitor Agreement, Advertiser agrees to be bound by
the Visitor Agreement, as modified. Advertiser further represents and warrants that the Advertisements and all
other materials provided by Advertiser for publication, Advertiser's provision of its products and services to
customers, and Advertiser's use of personal information of customers and persons responding to Advertisements
(a) will comply with all applicable laws, rules and regulations (including, but not limited to, all laws relating
to false or deceptive advertising, the disclosure of down payment and other sales information, motor vehicle
advertising and automotive finance, and the conduct of sweepstakes or other promotions), (b) will not be libelous,
and (c) will not infringe any rights of any third party, including, but not limited to, any contractual rights,
copyright, trademark or trade secret rights, or any right of privacy or publicity. Advertiser will indemnify and
hold ATC, its licensees and their Affiliates and the employees of any of these harmless against any and all losses
incurred by them in connection with (x) any breach or alleged breach of the foregoing representations and warranties,
(y) any Advertisements and/or (z) any materials to which users can link through any Advertisement.
Disclaimer/Limitation of liability: NEITHER ATC NOR ANY AFFILIATE MAKES ANY WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FORA PARTICULAR PURPOSE OR ANY
WARRANTY THAT ANY ADVERTISEMENT WILL BE DISPLAYED ON THE SITES, INCLUDING OTHER MEDIA PLATFORMS, WITHOUT INTERRUPTION
OR ERROR. THE SITES AND ANY TOOLS PROVIDED BY ATCTHROUGH THE SITES ARE PROVIDED "AS IS" AND WITH All FAULTS.
ATC AND ITS AFFILIATES, AND ITS AND THEIR LICENSEES, AND ANY THIRD PARTY PROVIDING SERVICES OR PRODUCTS TO OR
THROUGH ATC (COLLECTIVELY, "VENDORS") Will NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL,
PUNITIVE OR EXEMPLARY DAMAGES, EVEN IF SUCH DAMAGES ARE FORESEEABLE, AND REGARDLESS OF WHETHER ATC OR SUCH
AFFILIATE, LICENSEE OR VENDOR HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. THE AGGREGATE LIABILITY OF ATC AND
ITS AFFILIATES AND ANY OF ITS OR THEIR LICENSEES OR VENDORS TO ADVERTISER OR ANY OTHER PERSON FOR ANY LOSS, COST,
DAMAGE OR EXPENSE (INCLUDING ATIORNEYS' FEES), CAUSED BY OR ARISING OUT OF, EITHER DIRECTLY OR INDIRECTLY, ANY
BREACH OF THE TERMS OF THIS AGREEMENT OR ANY ADVERTISEMENT OR OTHER MATERIAL DISPLAYED ON OR CREATED OR DISTRIBUTED
THROUGH, OR TO BE CREATED OR DISPLAYED ON OR DISTRIBUTED THROUGH, ANY OF THE SITES, INCLUDING OTHER MEDIA PLATFORMS,
WILL BE, AT ATC'S DISCRETION, LIMITED TO (I) THE AMOUNT PAID TO ATC BY ADVERTISER UNDER THE SALES ORDER IN
CONNECTION WITH THE ADVERTISEMENT(S) OR OTHER MATERIAL OUT OF WHICH THE DISPUTE ARISES, OR (II) PLACEMENT OF THE
ADVERTISEMENT(S) OR OTHER MATERIAL AT A LATER TIME IN A COMPARABLE POSITION. THE FOREGOING LIMITATION ON LIABILITY
OF ATC AND ITS AFFILIATES, AND ITS AND THEIR LICENSEES AND VENDORS WILL COVER, WITHOUT LIMITATION, THE MANNER IN
WHICH ANY MATERIAL IS DISPLAYED ON THE SITES, INCLUDING OTHER MEDIA PLATFORM(S), OR ANY TECHNICAL MALFUNCTION,
COMPUTER ERROR OR LOSS OF DATA, AND ANY OTHER INJURY, ARISING, DIRECTLY OR INDIRECTLY, FROM ADVERTISER'S USE OF
ATC'S SERVICES OR THE SERVICES OF ITS AFFILIATES, LICENSEES OR VENDORS. ADVERTISER ACKNOWLEDGES THAT ANY SAMPLE
DISCLOSURE STATEMENTS OR DISCLAIMERS THAT MAY BE MADE AVAILABLE TO ADVERTISER BY ATC, ITS AFFILIATES OR VENDORS
ARE FOR ADVERTISER'S CONVENIENCE ONLY AND THAT ADVERTISER ALONE IS RESPONSIBLE FOR ENSURING THAT ALL ADVERTISEMENTS
COMPLY WITH ALL APPLICABLE LAWS; UNDER NO CIRCUMSTANCES WILL ADVERTISER ASSERT ANY CLAIM AGAINST ATC, ITS
AFFILIATES OR VENDORS ARISING OUT OF THE FAILURE OF ANY ADVERTISEMENT TO COMPLY WITH APPLICABLE LAW.
Miscellaneous: Neither party will be responsible for delays or failures of performance resulting from acts beyond
the reasonable control of such party. The warranties, indemnification obligations, limitations of liability and
ownership rights set forth above will survive the expiration or termination of this Agreement. Should any provision
of this Agreement be deemed unenforceable, such provision will be restated, in accordance with applicable law, to
match most closely the intentions of the parties, and the remainder of this Agreement will remain in full force
and effect. This Agreement (including the ATC Visitor Agreement) and any outstanding Sales Orders constitute the
entire agreement between the parties pertaining to the subject matter hereof and supersede all prior agreements.
In the event of any otherwise irreconcilable inconsistency between the terms of this Agreement and the terms of
any Sales Orders, the terms of this Agreement will control. This Agreement will be construed under the laws of
the State of Georgia, without reference to its conflicts of law principles. The parties hereby consent to the
exclusive jurisdiction and venue of the state and federal courts in Fulton County, Georgia in all disputes arising
out of or relating to this Agreement. No modification to the terms of this Agreement will be binding on ATC unless
accepted in writing by an officer of ATC. Nothing in this Agreement shall be construed to constitute or appoint
either party as the agent or representative of the other party for any purpose whatsoever, or to grant to either
party any right or authority to assume or create any obligation or responsibility, express or implied, for or on
behalf of or in the name of the other, or to bind the other in anyway or manner whatsoever.
By clicking "Sign Up", Advertiser agrees that this Agreement will govern Its advertising relationship with
ATC and will apply to all advertising Sales orders entered into between Advertiser and ATC.
