TERMS OF USE

Acceptance of Contract Terms

The following are terms of a legal agreement between you and eCarSource LLC (“Provider”). By accessing, browsing and/or using the Provider corporate Web site or the eCarSource Digital Dashboard site or the AutoUpLinkTech login site (together, “Sites”), you acknowledge that you have read, understood, and agree to be bound by these terms and to comply with all applicable laws and regulations, including U.S. export and re-export control laws and regulations. The material provided on the Sites is protected by law, including, but not limited to, United States Copyright Law and international treaties. The Sites are owned, controlled and operated by Provider from its offices within the United States. Provider makes no representation that materials in the Sites are available for use in other locations, and access to them from territories where their contents are illegal is prohibited. Those who choose to access the Sites from other locations do so on their own initiative and are responsible for compliance with applicable local laws.

Your access to and use of the Sites are subject to the Terms and Conditions set forth in this Agreement.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING THE SITES. BY USING THE SITES, YOU ACKNOWLEDE THAT YOU HAVE AGREED TO BECOME A PARTY TO, AND TO BE LEGALLY BOUND BY, THIS AGREEMENT. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR USE THE SITES. PROVIDER MAY, FROM TIME TO TIME, MAKE CHANGES OR ADDITIONS TO THIS AGREEMENT, AND YOUR CONTINUED USE OF THE SITES AFTER SUCH CHANGES ARE MADE WILL SIGNIFY THAT YOU AGREE TO SUCH CHANGES OR ADDITIONS. YOU SHOULD THEREFORE PERIODICALLY VISIT THIS PAGE TO REVIEW THE THEN CURRENT TERMS AND CONDITIONS.

Domestic and International copyright and trademark laws protect the entire contents of the Sites. The owners of the intellectual property, copyrights and trademarks are Provider or other third party licensors. YOU MAY NOT MODIFY, COPY, REPRODUCE, REPUBLISH, UPLOAD, POST, TRANSMIT, OR DISTRIBUTE, IN ANY MANNER, THE MATERIAL ON THE SITE, INCLUDING TEXT, GRAPHICS, CODE AND/OR SOFTWARE.

You may print and download portions of material from the different areas of the Sites solely for your own non-commercial use provided that you agree not to change or delete any copyright or proprietary notices from the materials. Except as stated herein, none of the material may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of Provider or the copyright owner. Permission is granted to display, copy, distribute and download the materials on the Sites for personal, non-commercial use only, provided you do not modify the materials and that you retain all copyright and other proprietary notices contained in the materials. This permission terminates automatically if you breach any of these terms or conditions. Upon termination, you must immediately destroy any downloaded and printed materials. You also may not, without Provider’s permission, “mirror” any material contained on the Sites on any other server. Any unauthorized use of any material contained on the Sites may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.

Images of people or places displayed on the Sites are either the property of, or used with permission by Provider. Notwithstanding anything to the contrary contained herein, the use of these images by you, or anyone authorized by you, is prohibited unless specially permitted by these Terms and Conditions or specific permission provided elsewhere in the Site. Any unauthorized use of the images may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.

You agree to grant to Provider a non-exclusive, royalty-free, worldwide, sublicensable, perpetual license, with the right to sub-license, to reproduce, distribute, transmit, create derivative works of, publicly display and publicly perform any materials and other information (including, without limitation, ideas contained therein for new or improved products and services) you submit to any public areas of the Site (such as bulletin boards, forums and newsgroups) or by e-mail to Provider by all means and in any media now known or hereafter developed. You also grant to Provider the right to use your name in connection with the submitted materials and other information as well as in connection with all advertising, marketing and promotional material related thereto. You agree that you shall have no recourse against Provider for any alleged or actual infringement or misappropriation of any proprietary right in your communications to Provider.

If you believe that content appearing on the Sites constitutes copyright infringement of another party’s rights, please contact Provider immediately.

Trademarks

Provider and the Sites, publications, products, content or services referenced herein or on the Sites are the exclusive trademarks or service marks of Provider, including the “look” and “feel” of the Sites, Provider’s color combinations, layout, and all other graphical elements. Any use of Provider’s trademarks is strictly prohibited without the express permission from Provider. Other product and company names mentioned in the Sites may be the trademarks of their respective owners.

The trademarks, logos, and service marks (collectively the “Trademarks”) displayed on the Sites, are registered and unregistered Trademarks of Provider and others. Nothing contained on the Sites should be construed as granting, by implication, estoppels, or otherwise, any license or right to use any Trademark displayed on the Sites without the written permission of Provider or such third party that may own the Trademarks displayed on the Site. Your misuse of the Trademarks displayed on the Sites, or any other content on the Sites, except as provided in these Terms and Conditions, is strictly prohibited. You are also advised that Provider will aggressively enforce its intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution.

Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to Service Provider’s Designated Agent. See Notice and Procedure for Making Claims of Copyright Infringement. Notification must be submitted to the following Designated Agent:

(i) Service Provider(s): eCarSource LLC

(ii) Name of Agent Designated to Receive Notification of Claimed Infringement: Travis Robinson

(iii) Full Address of Designated Agent to Which Notification Should be Sent: 3340 Wiley Post Road, Carrollton, Texas, 75006

(iv) Telephone Number of Designated Agent: (214) 952-6855

(vi) Email Address of Designated Agent: travis@ecarsource.com

To be effective, the notification must be a written communication that includes the following: (i) A physical or electronic signature of the person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) Identification of the copyrighted work claimed to have been infringed, or multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material; (iv) Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted; (v) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; (vi) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Restriction of Use

While Provider uses reasonable efforts to include accurate and up to date information in the Sites, Provider makes no warranties or representations as to the Site’s accuracy. Provider disclaims any and all liability for the content of this information, including, but not limited to, the accuracy, completeness, correctness, or currentness of this information. We are not responsible for and do not honor pricing errors.

In connection with your use of the Sites, you agree you will not:

Transmit any message, information, data, text, software or images, or other content (“Material”) that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable that may invade another’s right of privacy or publicity;

Impersonate any person or entity, including but not limited to, an Provider official, forum leader, guide or host or falsely state or otherwise misrepresent your affiliation with a person or entity;

Post or transmit any Material that you do not have a right to reproduce, display or transmit under any law or under contractual or fiduciary relationships (such as nondisclosure agreements);

Post or transmit any Material that contains a virus or corrupted data;

Delete any author attributions, legal notices or proprietary designations or labels that you upload to any communication feature;

Use the Sites communication features in a manner that adversely affects the availability of its resources to other users (e.g., excessive shouting, use of all caps, or flooding continuous posting of repetitive text);

Post or transmit any unsolicited advertising, promotional materials, “junk mail”, “spam,” “chain letters,” “pyramid schemes” or any other form of solicitation or any non-resume information such as opinions or notices, commercial or otherwise;

Violate any applicable local, state, national or international law;

Upload or transmit any Material that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;

Delete or revise any Material posted by any other person or entity; or

Manipulate or otherwise display the Sites by using framing or similar navigational technology.

YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITEs AND THE INTERNET. Provider PROVIDES THE SITES AND RELATED INFORMATION “AS IS” AND DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER (INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE OR NONINFRINGEMENT, OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH REGARD TO THE SERVICE, ANY MERCHANDISE INFORMATION OR SERVICE PROVIDED THROUGH THE SITES OR ON THE INTERNET GENERALLY, AND Provider SHALL NOT BE LIABLE FOR ANY COST OR DAMAGE ARISING EITHER DIRECTLY OR INDIRECTLY FROM ANY SUCH TRANSACTION. IT IS SOLELY YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ALL OPINIONS, ADVICE, SERVICES, MERCHANDISE AND OTHER INFORMATION PROVIDED THROUGH THE SERVICE OR ON THE INTERNET GENERALLY. YOU UNDERSTAND FURTHER THAT THE INTERNET CONTAINS UNEDITED MATERIALS SOME OF WHICH ARE SEXUALLY EXPLICIT OR MAY BE OFFENSIVE TO YOU. YOU ACCESS SUCH MATERIALS AT YOUR RISK. Provider HAS NO CONTROL OVER AND ACCEPTS NO RESPONSIBILITY WHATSOEVER FOR SUCH MATERIALS.

Provider has not reviewed any sites that may be linked to the Sites and is not responsible for the content of any off-site pages or any other sites linked to the Sites. Your linking to any other off-site pages or other sites is at your own risk.

Although Provider may from time to time monitor or review postings, transmissions, and the like on the Sites, Provider is under no obligation to do so and assumes no responsibility or liability arising from the content of any such locations nor for any error, defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, danger, or inaccuracy contained in any information within such locations on the Sites. You are prohibited from posting or transmitting any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law. Provider retains the right to remove any such posting and will fully cooperate with any law enforcement authorities or court order requesting or directing Provider to disclose the identity of anyone posting any such information or materials.

None of the products or underlying information or technology available in the Sites may be downloaded or otherwise exported (i) into (or to a national or resident of) Cuba, Iraq, Iran, Libya, North Korea, Sudan, Syria, or any other country to which the United States has embargoed goods; or (ii) to anyone on the United States Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By downloading from, or using, the Sites you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list. You further agree to indemnify Provider against any and all costs, liabilities, losses or expenses arising from, or relating to, any asserted violation by you of any of the laws and administrative regulations of the United States relating to the control of exports of commodities and technical data.

You agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the content contained herein without our prior expressed written permission. You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of the Sites. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. You agree that you will not copy, reproduce, alter, modify, create derivative works, or publicly display any content from our website without the prior expressed written permission of Provider or the appropriate third party.

You shall be responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for access to and use of the Sites and all charges related thereto.

Limitation of Liability

Your use of and browsing in the Site are at your risk. Neither Provider nor any other party involved in creating, producing, or delivering the Sites makes any representations about the suitability of the content of the Sites for any purpose, nor that your use of the Sites will be uninterrupted or error-free. NO SUCH PARTY SHALL BE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES ARISING OUT OF YOUR ACCESS TO, OR USE OF, THE SITES. EVERYTHING ON THE SITES IS PROVIDED TO YOU “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Please note that some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you. Check your local laws for any restrictions or limitations regarding the exclusion of implied warranties. Provider also assumes no responsibility, and shall not be liable for, any damages to, or viruses that may infect, your computer equipment or other property on account of your access to, use of, or browsing in the Sites or your downloading of any materials, data, text, images, video, or audio from this Site. IN NO EVENT SHALL Provider’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THIS SITES.

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL Provider BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA OR PROFIT, ARISING OUT OF THE USE, OR THE INABILITY TO USE, THE MATERIALS ON THIS SITE, EVEN IF Provider OR AN AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOUR USE OF MATERIALS FROM THIS SITE RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF DATA, YOU ASSUME ANY COSTS THEREOF. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

Indemnification

You agree to indemnify, defend and hold harmless Provider, its officers, directors, employees, agents, licensors, suppliers and any third party information providers to the Sites from and against all losses, expenses, damages and costs, including attorneys’ fees, resulting from any violation of this Agreement (including negligent or wrongful conduct) by you or your use and access of the Sites.

Term; Termination

Either party without notice may terminate this Agreement at any time for any reason. The provisions of paragraphs 1 (Copyright, Licenses and Idea Submissions), 3 (Use of the Site), 5 (Indemnification), 6 (Third Party Rights) and 11 (Miscellaneous) shall survive any termination of this Agreement.

Special Admonitions for International Use

Recognizing the global nature of the Internet, you agree to comply with all local rules including, without limitation, rules about the Internet, data, e-mail, or privacy. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.

Links

The Sites may provide links to non-Provider Internet World Wide Web sites or resources. Because Provider has no control over such sites and resources, you acknowledge and agree that Provider is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Provider shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

Term of Use Revisions

Provider may at any time revise these Terms of Use by updating this posting. By using the Sites, you agree to be bound by any such revisions and should therefore periodically visit this page to determine the then current Terms of Use to which you are bound.

Miscellaneous

This Agreement shall all be governed and construed in accordance with the laws of the State of Texas and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action, applicable to agreements made and to be performed in North Carolina, without giving effect to any principles of conflicts of law. You agree that any legal action or proceeding between Provider and you for any purpose concerning this Agreement or the parties’ obligations hereunder shall be brought exclusively in a federal or state court of competent jurisdiction sitting in the county of Dallas, state of Texas. If any provisions of these Terms and Conditions shall be unlawful, void, or for any reason unenforceable, then the provision shall be deemed severable from these Terms and Conditions and shall not affect the validity and enforceability of any remaining provisions.

Any cause of action or claim you may have with respect to the Sites must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred. Provider’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement. Provider may assign its rights and duties under this Agreement to any party at any time without notice to you.