DEALERSHIP AGREEMENT

Carbuckets Dealership Agreement

This CarBuckets Dealership Agreement (the "Agreement") is effective as of the date last signed below (the " Effective Date") and is entered into by and between CarBuckets.com LLC, with an address at 400 NW 26th St. Miami, FL 33127 ("Company") and the motor vehicle dealership signing below ("Dealership") in connection with the online services provided by Company through the website www.carbuckets.com, which allows motor vehicle dealerships to offer consumers group buying opportunities in connection with the purchase of vehicles (the " Service"). The terms and conditions set forth herein, together with the terms of the CarBuckets Dealership Terms of Use, which may be amended from time to time and which is located at [www.carbuckets.com/legal/dealer/termsofuse] and is incorporated herein by reference, govern Dealership's participation in the Service; provided, however, that if any of the terms and conditions set forth herein are inconsistent with the terms of the CarBuckets Dealership Terms of Use, the terms of this Agreement will take precedence with regard to Dealership's participation in the Service.

  1. Definitions.

All capitalized terms not otherwise defined herein shall have the following meanings:

    1. "Brand" means the line-make of Vehicles which are offered for sale, lease, or distribution under a common name, trademark, service mark, or brand name of the manufacturer of such Vehicle, for example Toyota, Honda, Hyundai, Nissan, Ford, Chevrolet, Dodge, Chrysler, Jeep, RAM, GMC, Buick, Kia, VW, or Mazda.
    2. "CarBucket" means a group of no less than three [3] Users who are located within a dealership's Market Area who have indicated that they are interested in purchasing Vehicles of a particular Brand.
    3. "CarBuckets Test Drive Dates" means the dates and times when Users will be able to visit the Winning Dealership and complete a Test Drive.
    4. "Market Area" means the geographic scope of the Users assigned to a particular CarBucket and the geographic scope of the Dealers invited to bid on a particular CarBucket. The determination of the Market Area, and any amendment thereto, shall be solely and exclusively within the discretion of Company.
    5. "Offer" means the sale price that a dealership offers for each Vehicle within a CarBucket. The price offered for each Vehicle must comply with all applicable laws and ordinances and must include all fees or charges that the customer must pay, including freight or destination charge, dealer preparation charge, and charges for undercoating or rustproofing. State and local taxes, tags, registration fees, and title fees, unless otherwise required by local law or standard in the dealership's jurisdiction, need not be included in the price.
    6. "Test Drive" means a User's test drive of the Vehicle that was the subject of the Offer made to the applicable User.
    7. "User(s)" means consumers who are registered to use the Service.
    8. "Vehicles" means new motor vehicles of a particular Brand that a dealership is duly authorized to offer for sale.
    9. "Winning Dealership" means the dealership that is the final winner of the bidding process for a particular CarBucket.
  1. Rights and Obligations of the Parties.
    1. During the Term, Company may from time to time invite Dealership to participate in the bidding process, which is described more fully in the CarBuckets Dealership Terms of Use. Company shall have no obligation to invite Dealership to participate in the bidding process and Dealership will only be eligible to bid on a CarBucket for a Brand of Vehicle sold by Dealership and within Dealership's Market Area. If Dealership is invited to participate in the bidding process for a particular CarBucket, but Dealership fails to submit a bid, Dealership hereby authorizes Company to collect the advertised prices for each Vehicle from Dealership's website, apply a $500 discount to the advertised price, and use that discounted price as the Dealership's bid for one or more rounds of bidding. If Dealership at any time wishes to change the amount of the discount, Dealership shall notify CarBuckets in writing of the same at least seventy two (72) hours before Dealership wishes such change to become effective. If Dealership at any time wishes to revoke its authorization of CarBuckets to use a discounted advertised price when Dealership fails to bid on a CarBucket, Dealership shall notify CarBuckets in writing of the same at least seventy two (72) hours before Dealership wishes such change to become effective. If Dealership is the Winning Dealership, (i) Dealership shall be bound by the price quotes provided by Dealership in connection with the Vehicles that are part of the applicable CarBucket, and (ii) Company shall have the right to notify Users that Dealership is offering the applicable Vehicles to the applicable Users at such prices. Following such notification to Users by Company, Dealership shall be deemed to have made an Offer to each such User, which shall be subject to acceptance by each applicable User in accordance with the terms of the Offer. Unless otherwise agreed to in writing by Dealership and a User, Dealership shall not alter or modify the terms of the Offer in any way for a period of five [5] days following the date that Company provides notice of such Offer to the applicable User. Dealership is solely responsible for ensuring that Dealership does not offer any Vehicle that requires a disclosure or notice that is not standard on the CarBuckets User interface and that all Vehicle prices offered are properly calculated and disclosed under all laws and regulations applicable to Dealership. CarBuckets makes no representations or warranties regarding any legal or regulatory compliance applicable to Dealership and Dealership is solely responsible for determining and ensuring whether its participation in CarBuckets and its performance in connection with and related to this Agreement complies with all legal and regulatory requirements applicable to Dealership.
    2. If Dealership is the Winning Dealership for a CarBucket, Company will promptly notify Dealership via email and/or text message that Dealership has won the bidding process for that CarBucket (the "Winning Notice"). Within twenty four hours of Company sending the Winning Notice, Dealership shall provide Company with dates and times for the CarBuckets Test Drive Dates. Such dates and times must be within five days following the Winning Notice and there must be a sufficient number of time slots to accommodate the number of Users that are part of the applicable CarBucket. For each User who schedules an appointment to visit Dealership on a CarBuckets Test Drive Date, Dealership shall ensure that on the applicable CarBuckets Test Drive Date the Vehicle offered to the applicable User is located at the Dealership and that there is sufficient staff at the Dealership to assist with the User's Test Drive. In the event Dealership fails to make the Vehicle available as described herein, then Dealership shall immediately offer User an equally or better equipped vehicle at the same or lower price. If Dealership does not have an equally or better equipped Vehicle in inventory and Dealership fails to acquire such a Vehicle through dealer trade or otherwise by the CarBuckets Test Drive Date, Company may immediately suspend or terminate this Agreement.
    3. Dealership is and shall be solely responsible for all aspects of the marketing, sale and delivery of the Vehicles and any related materials or documentation, including, without limitation, any warranty or other claims that may be made by Users with respect to any Vehicle. Dealership acknowledges and agrees that Dealership, and not Company, is the seller of the Vehicles and Dealership shall be responsible for handling all aspects of the sale of Vehicles to Users in connection with Offers.
    4. Company's sole obligation to Dealership under this Agreement with respect to the promotion and distribution of Offers shall be to notify Users of the Offers that are available to them from Dealership and to facilitate scheduling the CarBuckets Test Drive Dates.
    5. Immediately upon completion of a Test Drive, Dealership shall provide User with either a printed or emailed Test Drive confirmation receipt from Company's dealer portal. If Dealership fails to promptly provide User with a Test Drive confirmation receipt, Company may immediately suspend or terminate this Agreement.
  2. License/Proprietary Rights.
    1. Subject to the terms of this Agreement, Dealership hereby grants Company the non-exclusive right and license to use Dealership's trade names in connection with Offers made through the Service. Dealership may use Company's name or logo in marketing or advertising materials only where Company has provided express written confirmation of approval for such use.
    2. Each party shall retain all right, title and interest (subject to the licenses granted herein) in and to its content, logos, trademarks, service marks, trade names and other intellectual property rights.
  3. Data Collection and Access .
    1. Dealership acknowledges and agrees that all data, including but not limited to, personally identifiable information provided by Users through the use of the Service, and any and all reports, results, and/or information created, compiled, analyzed and/or derived by Company from such data (collectively, the " Company Data") is the sole and exclusive property of Company and shall be considered Confidential Information of Company pursuant to this Agreement. Company, in its sole discretion, shall have the right to use the Company Data without further obligation to Dealership. To the extent Company elects to provide Dealership with any Company Data, Dealership shall safeguard and protect such Company Data and shall only use the Company Data as permitted under this Agreement and by Company and shall not make any use of, copy, make derivative works from, sell, transfer, lease, assign, redistribute, disclose, disseminate, or otherwise make available in any manner, such Company Data, or any portion thereof, to any third-party.
  4. Payment Terms.
    1. Initial Setup Fee. Dealership agrees to pay an initial setup and training fee of One Thousand Four Hundred Ninety Seven and 00/100 Dollars ($1,497.00). The setup fee includes Company's performance of the initial setup of the Dealership in the CarBuckets system and includes the initial training session for designated dealership personnel.
    2. Monthly Access Fee. Dealership agrees to pay a monthly access fee of Four Hundred Ninety Nine and 00/100 Dollars ($499.00) per month for each month that Dealership is a participating CarBuckets dealership. The monthly access fee allows the Dealership to access the dealer portal, to bid on open CarBuckets, to review the lowest bid price on each model in a bucket, and to manage the Dealership's CarBuckets account. The Monthly Access fee also includes the CarBuckets service of collecting and using the advertised prices from Dealership's website one bidding as described herein.
    3. Winning Test Drives Fee. For each CarBucket won by Dealership, Dealership agrees to pay Company the sum of One Hundred Fifty and 00/100 Dollars ($150.00) for each User in such CarBucket; provided, however, that Dealership shall not be charged for any User who failed to complete a Test Drive despite Dealership's compliance with the terms of this Agreement. By way of illustration only, if Dealership wins a CarBucket with ten (10) Users, nine (9) of which complete a Test Drive, Dealership would be responsible to pay Company $1,350.00. All payments to Company shall be made in U.S. dollars and shall be made within thirty (30) days of invoice. Any amounts owed by Dealership to Company under this Agreement that are not paid when due shall bear interest, from the time the payment was due until the time paid, at a rate of ten percent (10%) per annum.
    4. Dealership shall be solely responsible for the payment of all sales, use, value-added or other taxes that may be imposed upon the sale, license, or use of Vehicles.
    5. Dealership shall maintain complete and accurate records with regard to the fees paid to Company hereunder in accordance with generally accepted industry practices, and reasonably detailed documentation supporting such records. Dealership shall retain such records during the Term and for a period of two (2) years after the Term, or such longer period as may be required by law.
  5. Representations and Warranties.
    1. Each party represents and warrants to the other party that (i) such party has the full corporate right, power, and authority to enter into this Agreement, to grant the rights and licenses granted hereunder and to perform the acts required of it; (ii) the execution of this Agreement by such party, and the performance by such party of its obligations and duties hereunder, do not and will not violate any agreement to which such party is a party or by which it is otherwise bound, or any applicable governmental law or regulation to which it is subject; (iii) when executed and delivered by such party, this Agreement will constitute the legal, valid, and binding obligation of such party in accordance with its terms; (iv) such party shall render all services to the other party in a professional and commercially reasonable manner, in accordance with generally accepted industry standards; and (v) such party acknowledges that the other party makes no representations, warranties, or agreements related to subject matter not expressly provided for in this Agreement.
    2. Dealership represents and warrants that (i) Dealership shall honor the terms of each Offer and shall not alter or modify the terms of an Offer in any way for a period of five (5) days following the date that Company provides notice of such Offer to the applicable User; (ii) Dealership shall comply with all state, local and national consumer protection, anti-trust, and other applicable commercial laws concerning the offering of vehicles to consumers and all other applicable rules, regulations and laws relating to the conduct of Dealership's business in each jurisdiction where it conducts business or is subject to such rules, regulations or laws and Dealership acknowledges that Company shall have no obligation to advise Dealership with respect to the applicability of any such rules, regulations or laws and Dealership shall rely only upon its own counsel's advice for such matters; (iii) Dealership shall not engage in any unlawful or unethical practices with respect to any and all Users; (iv) Dealership shall not make any Offer unless Dealership reasonably believes that it has a the ability to supply such Vehicles to all Users that accept and complete such Offer; (vi) Dealership shall not otherwise engage in any illegal, unfair or fraudulent business practices using the Service; and (vii) Dealership shall be solely responsible for any warranty obligations arising in connection with the Vehicles.
  6. Disclaimer. THE SERVICE, ITS USE AND THE RESULTS OF SUCH USE ARE PROVIDED ON AN "AS IS," and "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, COMPANY MAKES NO WARRANTIES (INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT), GUARANTEES, REPRESENTATIONS, PROMISES, STATEMENTS, ESTIMATES, CONDITIONS, OR OTHER INDUCEMENTS, EXPRESS, IMPLIED, ORAL, WRITTEN, OR OTHERWISE EXCEPT AS EXPRESSLY SET FORTH HEREIN. COMPANY DOES NOT WARRANT OR GUARANTEE RESPONSE RATES by Users OR ABILITY TO CONVERT THE RESPONSES INTO SALES to Users.
  7. Term/Termination.
    1. Unless earlier terminated as provided below, this Agreement shall commence as of the Effective Date and have an initial term of ninety (90) days. This Agreement shall automatically renew for additional consecutive ninety (90) day terms, unless either party provides written notice of non-renewal no less than thirty (30) days prior to the end of the then-current term. The initial term and each renewal term, if any, constituting the " Term".
    2. Either party may immediately terminate this Agreement by written notice if the other party becomes insolvent, makes a general assignment for the benefit of creditors, files a voluntary petition of bankruptcy, suffers or permits the appointment of a receiver for its business or assets, or becomes subject to any proceedings under any bankruptcy or insolvency law, whether domestic or foreign, or has wound up or liquidated, voluntarily or otherwise.
    3. Company may terminate this Agreement at any time for convenience upon thirty (30) days prior written notice to Dealership.
    4. Company may immediately terminate this Agreement if Dealership fails to honor the terms of an Offer that is accepted by a User or otherwise materially breaches this Agreement.
    5. Upon termination or expiration of this Agreement, all rights and licenses granted hereunder shall automatically terminate
    6. Any obligations which expressly or by their nature are to continue after termination, cancellation, or expiration of this Agreement shall survive and remain in effect after such occurrence, including without limitation, Sections 9-24.
  8. Confidentiality.
    1. When used in this Agreement, the term " Confidential Information" shall mean the terms of this Agreement and all proprietary information, data, trade secrets, and business information and other information of any kind whatsoever, which a party ("Discloser") discloses, in writing, orally or visually, to the other party (" Recipient"), or to which Recipient has access, in connection with discussions, negotiations and performance between and by the parties.
    2. Each of the parties, as Recipient, hereby agrees that Confidential Information of the Discloser will be used by it only in connection with the performance of its obligations under this Agreement and that Confidential Information will not be disclosed or made available to any person for any reason whatsoever, other than on a "need to know basis" and then only (i) to its employees or agents, and (ii) as required by law or as otherwise permitted by this Agreement. Prior to any disclosure of Confidential Information as required by law, the Recipient shall notify the Discloser of any actual or threatened legally compelled disclosure, and cooperate with the Discloser's reasonable, lawful efforts to resist, limit or delay disclosure; provided, however, that Discloser shall bear the sole cost of such efforts.
    3. Notwithstanding the foregoing, nothing in this Agreement shall prohibit or limit Recipient's use of information or data (i) independently developed by it; (ii) rightfully acquired by it from a third party with full legal right to disclose such information; (iii) approved for disclosure by the Discloser pursuant to this Agreement; (iv) which becomes part of the public domain through no breach of this Agreement; or (v) disclosed in connection with the pursuit or defense of any claim arising between Company and Dealership.
    4. The Recipient does not acquire any right, title, or other ownership interest in the Confidential Information of the Discloser.
    5. In the event of any breach of the obligations under this Section 9, each party acknowledges that the other party would have no adequate remedy at law, because the harm caused by such a breach would not be easily measured and compensated by damages, and that in addition to such other remedies as may be available to the other party, the other party may obtain injunctive relief, including but not limited to specific performance.
  9. Indemnification.
    1. Dealership agrees to defend, indemnify and hold harmless Company and its subsidiaries, affiliates, parents, employees, officers, directors, shareholders, agents, attorneys, assignees, licensees or any other person or entity acting for any of the aforementioned or on their behalf (the "Company Parties"), at its own expense, from and against any damages, liabilities and losses, including reasonable attorney's fees and court costs arising out of or resulting from any claim or action asserted against the Parties or any of them, based on (i) a breach of Dealership's representations, warranties or covenants hereunder, or (ii) any claims arising in connection with Vehicles, including, without limitation, products liability claims and claims of unfair and deceptive practices.
    2. Dealership shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise. However, Dealership shall not settle or compromise any matter in a way that acknowledges or imposes on any of the Company Parties any liability or damage without Company's prior written approval. Company shall provide Dealership with prompt written notification of any such claim or action and copies of all materials and papers served upon it and shall reasonably cooperate with Dealership at Dealership's expense, in the defense of any such action. This indemnity shall survive the expiration or termination of this Agreement.
  10. Limitation of Liability. Except with regard to breach of the confidentiality obligations set forth in Section 9, amounts payable as part of the indemnification obligation set forth in section 10, or the willful misconduct of a party, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS OR LOST DATA (EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTORY OR OTHERWISE ARISING FROM THIS AGREEMENT, THE Service OR ANY ASPECT OF THE RELATIONSHIP described HEREIN. IN NO EVENT WILL CARBUCKETS' AGGREGATE LIABILITY FOR ANY CLAIM EXCEED $100. NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST COMPANY MORE THAN THREE MONTHS AFTER THE DATE OF the occurrence of the event pursuant to which a claim arose. THE FOREGOING LIMITATIONS OF LIABILITY ARE INDEPENDENT OF ANY REMEDIES HEREUNDER AND APPLY REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
  11. Insurance. Dealership shall obtain and maintain during the Term, either itself or through one or more of its affiliates, with reputable carriers, business insurance, including, if applicable, product liability insurance, which is appropriate and customary for the industry in which Dealership operates. Upon request, Dealership shall furnish Company with a certificate that such insurance is in force. In the event of any proposed cancellation, non-renewal, or material adverse change in such coverage, Company shall be given at least thirty (30) calendar day's advance written notice thereof.
  12. Non-Exclusivity. Dealership has been informed and understands that Company is now and shall hereafter be offering the Service to other companies and/or parties that conduct business of the same type as Dealership and which are or may be competitive with the business of Dealership. Dealership acknowledges and agrees that the provision of the Service to such other companies shall not be a violation of this Agreement.
  13. Choice of Law, Venue and Attorneys' Fees. This Agreement is governed by the laws of the State of Florida, except with regard to its conflict of law provisions. Any action arising out of or relating to this Agreement must be brought exclusively in the state or federal courts in Miami, Florida. The parties consent to this venue and jurisdiction and agree to waive the personal service of any process upon them by agreeing that service may be effectuated by overnight mail (using a commercially recognized service) or by U.S. mail with delivery receipt to the last address provided by each party. The application of the United Nations Convention on the International Sale of Goods is expressly excluded.
  14. Entire Agreement. This Agreement, including the CarBuckets Dealership Terms of Use which are incorporated herein, constitutes the entire and only agreement between the parties and supersedes any and all prior agreements, whether written, oral, express, or implied, of the parties with respect to the subject matter set forth herein. Neither party will be bound by, and each party specifically objects to, any term, condition, or other provision which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement).
  15. Notice. Any notices, approvals, consents and other communications given pursuant to this Agreement shall be in writing and shall be effective when delivered to the party for whom it is intended by an express delivery service that tracks deliveries, addressed to such party at the address set forth on the first page of this Agreement or a different notice address subsequently designated by such party by notice.
  16. Assignment. Dealership may not assign its rights or obligations under this Agreement without the prior written consent of Company. Any assignment, transfer or attempted assignment or transfer in violation of this Section shall be void and of no force and effect. Company and any of its subsequent assignees may assign this Agreement, in whole or in part, or any of its rights or delegate any of its duties, under this Agreement to any party. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.
  17. Independent Contractors. Each party is an independent contractor, and not an agent or employee of the other. Each party is interested only in the results obtained under this agreement. Neither party shall have the right to control the manner or means by which the other party performs its obligations under this agreement. However, each party shall comply with all local, state and federal laws, rules, regulations, ordinances, customs and standards. Except as set forth in this Agreement, neither party is authorized or empowered to obligate the other or to incur any costs on behalf of the other without the other party's prior written consent.
  18. Marketing. Dealership may not release any information regarding Offers, or Dealership's relationship with Company, including, without limitation, in press releases or promotional or merchandising materials, without the prior written consent of Company. Other than Company's marketing, public promotions, and press releases related to Company's services and performance information where the Dealership is not expressly identified, no press releases or general public announcements may be made without the mutual written consent of both parties.
  19. Force Majeure. Neither party shall be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of a party, including but not limited to electrical outages, failure of Internet service providers, default due to Internet disruption (including without limitation denial of service attacks), riots, insurrection, acts of terrorism, war (or similar), fires, flood, earthquakes, explosions, and other acts of God.
  20. Construction; Severability. Each party acknowledges that the provisions of this Agreement were negotiated to reflect an informed, voluntary allocation between them of all the risks (both known and unknown) associated with the transactions contemplated hereunder. In the event that any provision of this Agreement conflicts with the law under which this Agreement is to be construed or if any such provision is held invalid or unenforceable by a court with jurisdiction over the parties to this Agreement (a) such provision will be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and (b) the remaining terms, provisions, covenants, and restrictions of this Agreement will remain in full force and effect.
  21. Waiver. The failure of either party to insist upon or enforce strict performance by the other party of any provision of this Agreement or to exercise any right under this Agreement will not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision or right in that or any other instance; rather the same will be and remain in full force and effect.
  22. Remedies. Except as otherwise specified, the rights and remedies granted to a party under this Agreement are cumulative and in addition to, not in lieu of, any other rights and remedies which the party may possess at law or in equity. Failure of either party to require strict performance by the other party of any provision shall not affect the first party's right to require strict performance thereafter.
  23. Execution; Counterparts . Signatures to this Agreement delivered by facsimile or as a PDF file shall be considered binding original signatures. This Agreement may be executed in counterparts.

This Agreement has been executed by authorized representatives of the parties and shall become effective as of the Effective Date.

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Dated

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Dated

CARBUCKETS.COM, L.L.C.

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Signature of Authorize Representative

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Print Name

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Title

DEALERSHIP

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Signature of Authorize Representative

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Print Name

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Title

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Name of Dealership

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Dealership Address