THIS DEALERSHIP AGREEMENT (the “Agreement”) is effective as of the date last signed below (the “Effective Date”) and is entered into by and between Car Buckets Corp., a Delaware corporation (“Company” or “CarBuckets”, as context may require) and the undersigned dealership (“Dealership”) (each a “Party” and collectively, the “Parties”). 

WHEREAS, the Company provides certain online services via its website www.carbuckets.com (“Service[s]”), which allows motor vehicle dealerships to offer group buying opportunities to consumers in connection with the purchase or lease of automobiles and other motor vehicles (each a “Vehicle”); 

WHEREAS, Dealership is a licensed automobile dealership and desires to participate in the Service by providing such opportunities to the Company’s consumers, on the terms and conditions set forth herein; 

NOW THEREFORE, in consideration for the mutual covenants and promises contained herein, and for other good and valuable consideration, receipt of which is hereby acknowledged, the Parties agree as follows. 

  1. RECITALS; DEFINITIONS. The above recitals are true, correct and incorporated herein. Unless otherwise defined in the Dealership Terms of Use, as further defined herein, or elsewhere in this Agreement, all capitalized terms not otherwise defined herein shall have the meanings ascribed to them in Exhibit A
  2. INVENTORY DATA LICENSE. Dealership grants to CarBuckets a perpetual, worldwide, irrevocable, royalty-free, transferable, sub-licensable, non-exclusive license to access, edit, store, distribute, use, copy, display, transmit, broadcast, make available, adapt, prepare derivative works of, and otherwise use Dealership’s Inventory Data, and for unlimited and unrestricted access, printing and use by Users through the Website. For purposes of this Agreement, the term “Inventory Data” means information and images relating to new vehicles and used vehicles made available to CarBuckets by Dealership directly or through an intermediary, including, but not limited to, vehicle identification number, make, model, year, location, vehicle description (trim, specifications, mileage, etc.), price, comments, and photographs and other imagery. CarBuckets reserves the right to edit or reject any Inventory Data or portion thereof from display on the Website in its sole discretion and without notice to Dealership. Dealership acknowledges that CarBuckets is a website provider and is not responsible for the Dealership’s Inventory Data. Dealership shall be solely responsible, at its own risk and expense, for (and CarBuckets shall have no liability in connection with) ensuring the accuracy, legality and integrity of the Inventory Data provided to CarBuckets. Dealership will immediately inform CarBuckets if Dealership becomes aware of illegal contents in its Inventory Data in accordance with applicable law. CarBuckets may exclude or remove any portion of Dealership’s Inventory Data from the Website for no reason or for any reason, in its sole and absolute discretion. 
  3. DEALERSHIP BIDDING. In order to participate in the Service and qualify to bid on a Bucket, Dealerships must connect their inventory management system to the Service and continuously update their Vehicle inventory, pricing, applicable discounts, including “dealer discounts” and manufacturing discounts, financing rates and any other information required to provide a CarBuckets Price on a Vehicle (“Vehicle Information”), as further set forth in the Dealership Terms of Use, which is expressly incorporated herein. Dealerships must add Vehicle Information for each new Vehicle “model” that is introduced to the market and added to Dealership’s inventory. As further set forth in the Service Agreements, on a daily basis, CarBuckets will automatically pull each Dealership’s Vehicle Information from its current inventory. Based on the Dealership’s Vehicle Information, including manually or automatically entered discounts, the Website will automatically populate a bid on behalf of Dealership for any and all applicable Buckets that match Dealership’s Vehicle Information. Qualification and automatic bidding for applicable Buckets are determined based on the Dealership’s Vehicle Information. 
  4. SHIPPING. Dealership further acknowledges and agrees that, in the event that the final destination of the Vehicle is outside of the Dealership’s Market Area, Dealership is responsible for the payment of all shipping and delivery costs for the Vehicle (“Delivery Costs”). Dealership acknowledges and agrees that Dealership is required to use the Company’s exclusive shipping agent for the shipment and delivery of all Vehicles sold to Users of the Website, which, as of the date of this Agreement, is uShip® (“Shipping Agent”). Upon execution hereof, and in any event, prior to Dealership’s use of the Website and the Services, Dealership must provide proof that it has a registered account with the Shipping Agent and has agreed to abide by all contractual terms required thereby. Any shipment of a Vehicle by means of any other party other than the exclusive Shipping Agent shall be deemed a material breach hereof. 
  5. TERMS OF USE; SERVICE AGREEMENTS. Dealership acknowledges and agrees that the Dealership’s access to and use of the Website and participation in the Service is governed by the Service Agreements. Dealership agrees to be bound by any amendments to the Service Agreements each time they access the Website or participate in the Service. In the event of a conflict between any of the terms of this Agreement and the Service Agreements, the most current version of the Service Agreements, as applicable, shall prevail. Dealership expressly acknowledges and agrees that the Service Agreements may be amended from time to time by the Company and that any such amendment shall not require the consent of Dealership. Dealerships must check for updates to the Service Agreements, as posted on the Website from time to time. Any continued use of the Service will be governed by the updated Service Agreements, as applicable. Dealership agrees to be bound by the terms of the Service Agreements, as amended, each time it accesses the Website or uses the Service. 
  6. DATA COLLECTION AND ACCESS. 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 (“Company Data”) is the sole and exclusive property of the Company and shall be considered Confidential Information of Company pursuant to this Agreement. The Company, in its sole discretion, shall have the right to use the Company Data without further obligation to Dealership. To the extent the 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. 
  7. INTELLECTUAL PROPERTY. Subject to the terms of this Agreement, Dealership hereby grants the Company the non-exclusive, limited, royalty-free right and license to use Dealership’s trade names, trademarks, service marks and copyrights in connection with bids and offers made through the Website and Services. Dealership may use Company’s name or logo in marketing or advertising materials only upon receipt of the Company’s express, written confirmation of its approval for such use, which may be withheld in the Company’s sole discretion. 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, copyrights and other intellectual property rights. 
  8. FEES; PAYMENT TERMS. The Parties acknowledge and agree that upon commencement hereof, the Services shall be provided complementary to Dealership until XXX. At the end of the trial period, the following fees shall be billed to Dealership. The beginning and end of the trial period may be agreed-upon by e-mail correspondence by Company and Dealership. 
  1. Initial Setup Fee. The initial setup and training fee of Five Hundred and Ninety-Nine and 99/100 ($599.99) Dollars (“Set-Up Fee”) is waived. Setup includes the Company’s registration of Dealership in the CarBuckets system and includes one (1) initial training session for designated Dealership personnel. Additional training sessions may be subject to additional fees. 
  2. Monthly Access Fee. Beginning on XXX, Dealership agrees to pay a monthly access fee of XXX per month, in advance on the first day of the month each month, during the Term of this Agreement (“Access Fee”). The first month’s Access Fee shall be due upon execution hereof. Monthly Access Fees will be due on the same day of the month that you paid the initial Access Fee. The monthly Access Fee allows the Dealership to access to create Dealership Account and to bid on any open Bucket(s). 
  3. Taxes. 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 the Vehicles. 
  4. Credit Card Processing. Unless the Parties agree to bill by invoice, Dealership will be required to provide the Company’s payment processer with information regarding its credit card or other payment instrument. Dealership represents and warrants that such information is true, correct and that it is authorized to use that payment instrument. Dealership will promptly update such payment information, from time to time. The Company is authorized to charge Dealership all fees incurred hereunder. If the Parties agree that the Company will bill Dealership by monthly invoices, all invoices shall be due within thirty (30) days of issuance. Any amounts owed by Dealership to Company under this Agreement that are not paid within five (5) days from the date they are due, shall incur interest at a rate of one and ½ (1.5%) percent per month.
  5. BOOKS AND RECORDS. Dealership shall maintain complete and accurate records with regard to all Vehicle sales generated through the Website and all fees to the Company paid pursuant to this Agreement in accordance with generally accepted industry practices. Dealership shall retain such records during the Term and for a period of three (3) years after the Term, or such period as may be required by law. 
  6. REPRESENTATIONS AND WARRANTIES.
  7. 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.
  8. Dealership represents and warrants that (i) Dealership shall honor the Final Prices offered to each user, which constitute legally binding offers to sell or lease, from Dealership, to each user, subject to availability,  and shall not alter or modify the terms of any Final Price in any way; (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 offers or bids 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; (vii) Dealership shall comply with any and all agreements in effect between Dealership and any vehicle manufacturer, which it has in place; and (viii) Dealership shall be solely responsible for any warranty obligations arising in connection with the Vehicles. 
  9. Dealership agrees to (i) abide by all terms and conditions set forth in the Dealership Terms of Use and Code of Conduct, as amended from time to time; (ii) continuously update and ensure the accuracy of all Vehicle Information; (iii) abide by all local, state and federal laws with respect to the intrastate and interstate sale, lease and transportation of motor vehicles; (iv) remain in compliance with all terms and conditions of any agreements to which Dealership is bound, including but not limited to any vehicle manufacturer agreements or franchise agreements; and (v) deliver the Vehicle to each User at Dealership’s sole cost and expense. 
  10. TERM;TERMINATION. 
  11. Term. This Agreement shall commence as of the Effective Date and shall continue until terminated as further set forth below (“Term”).
  12. Termination for Convenience. Either Party may terminate this Agreement upon thirty (30) days prior written notice to the other Party, subject to Dealership’s completion of any obligation of performance or payment to the Company or the Users, pursuant to this Agreement or the Service Agreements. 
  13. Termination for Cause. Either Party may immediately terminate this Agreement immediately 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. The Company may terminate this Agreement for cause in the event that Dealership breaches any term of this Agreement or the Service Agreements, and such breach remains uncured within three (3) days from notice by CarBuckets to Dealership. 
  14. Effect of Termination. Upon termination or expiration of this Agreement, all rights and licenses granted hereunder, with the exception of Dealership’s obligation to make payment for any fees due and owing to the Company, shall automatically terminate. 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 10-24 hereof. 
  15. CONFIDENTIALITY. 
  16. 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 (“Disclosing Party”) discloses, in writing, orally or visually, to the other Party (“Receiving Party”), or to which Receiving Party has access, in connection with discussions, negotiations and performance between and by the Parties, including but not limited to trade secrets, know-how, ideas, business plans, pricing information, the identity of and any information concerning customers or suppliers, computer programs (whether in source code or object code), procedures, processes, strategies, methods, systems, designs, discoveries, inventions, production methods and sources, marketing and sales information, information received from others that a Party is obligated to treat as confidential or proprietary, and any other technical, operating, financial and other business information that has commercial value, to the Disclosing Party, its business, potential business, operations or finances, or the business of the Company’s affiliates or customers. 
  17. Each of the Parties, as Receiving Party, hereby agrees that Confidential Information of the Disclosing Party 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 Receiving Party shall notify the Disclosing Party of any actual or threatened legally compelled disclosure, and cooperate with the Disclosing Party’s reasonable, lawful efforts to resist, limit or delay disclosure; provided, however, that Disclosing Party shall bear the sole cost of such efforts. Notwithstanding the foregoing, nothing in this Agreement shall prohibit or limit Receiving Party’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 Disclosing Party 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. The Receiving Party does not acquire any right, title, or other ownership interest in the Confidential Information of the Disclosing Party. In the event of any breach of the obligations under this Section, the breaching 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, at law and in equity, as may be available to the other Party, including but not limited to monetary damages and injunctive relief.
  18. INDEMNIFICATION.
  19. 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 (collectively, 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 any Vehicles or any Vehicle Information, which are the subject of this Agreement or the Company’s Services, including, without limitation, products liability claims and claims of unfair and deceptive practices or (iii) any other claim arising from a User or any third-party which relates any act or omission by the Dealership or any goods and services sold or leased by Dealership. 
  20. 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.
  21. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL CARBUCKETS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS OR LOST DATA (EVEN IF DEALERSHIP 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 OR ANY TRANSACTION ENTERED INTO BETWEEN A USER AND DEALERSHIP. IN NO EVENT WILL CARBUCKETS’ AGGREGATE LIABILITY FOR ANY CLAIM EXCEED THE AMOUNT OF FEES PAID TO CARBUCKETS BY DEALERSHIP HEREUNDER. NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST CARBUCKETS 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. 
  22. NON-EXCLUSIVITY. Dealership has been informed and understands that Company is now, and shall hereafter, be offering the Service to other dealerships 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 Company has no duty of exclusivity to Dealership and that the other dealerships may participate in the Service. 
  23. 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 expressly 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 Certified U.S. mail with delivery receipt to the last address provided by each Party. 
  24. ENTIRE AGREEMENT. This Agreement, the Service Agreements and all other exhibits or amendments thereto, constitute the entire agreement between the Parties and supersede any and all prior agreements, whether written, oral, express, or implied, of the Parties with respect to the subject matter set forth herein. 
  25. NOTICES. Any notices, approvals, consents and other communications given pursuant to this Agreement shall be in writing, by Certified Mail, RRR, with a copy via e-mail and shall be effective when delivered to the Party for whom it is intended by an express delivery service (tracking number mandatory), addressed to such Party at the address set forth below or at any address subsequently designated by such Party, in writing, from time to time.  
  26. 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 successors and assigns. 
  27. RELATIONSHIP OF PARTIES. Each Party is an independent contractor, and not an agent or employee of the other. Neither Party shall the right to bind the other Party for any purpose whatsoever. Neither Party shall have the right to control the manner or means by which the other Party performs its obligations under this agreement. 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. 
  28. MARKETING MATERIALS. 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. 
  29. 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.
  30. 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.
  31. 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 that Party’s right to require strict performance thereafter. 
  32. 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.


IN WITNESS WHEREOF, this Agreement has been executed by authorized representatives of the parties and shall become effective as of the Effective Date.


COMPANY:


CAR BUCKETS CORP.

a Delaware corporation


By: Address:

Print:

Title:


DEALERSHIP:


By: Address:

Print:

Title:



EXHIBIT A

DEFINITIONS


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, Cadillac, Buick, Kia, VW, or Mazda.

Bucket” means a group of Users who are located within a Dealership’s Market Area, who have indicated that they are interested in purchasing Vehicles of a particular Brand on the Website, as further set forth in the Service Agreements. 

CarBuckets Price” means the initial price, subject to change in the Final Price, that a Dealership offers for each Vehicle within a Bucket, which price shall include the manually inputted discount as further set forth in our Service Agreements. This price does not include Delivery Costs, state and local taxes, tags, registration fees, and title fees.

Code of Conduct” means that specific code of conduct to which Dealership agrees, as amended from time to time, which can be found at [link] and is incorporated herein by reference. https://carbuckets.com/legal/dealership-code-of-conduct

Dealership Terms of Use” means that certain agreement governing the use of the Website, as amended from time to time, which can be found at [link] and is incorporated herein by reference. https://carbuckets.com/legal/dealership-terms-of-use

Final Price” means the final “out the door” sale price that a Dealership offers for each Vehicle within a Bucket, including all fees or charges that the User must pay, including but not limited to all accessories, extended warranties, state and local taxes, tags, registration fees, title fees and Delivery Costs. The provision of a Final Prices constitutes valid, legally binding offer made by the Dealership to the User. 

Market Area” means the geographic scope of the Users assigned to a particular Bucket and the geographic scope of the Dealers invited to bid on a particular Bucket. The determination of the Market Area, and any amendment thereto, shall be solely and exclusively within the discretion of Company. 

 “User(s)” means consumers who are registered to use the Service. 

Website” means that certain website located at www.carbuckets.com or any other such domain as the Company may determine or use time to time to provide its Services; 

Service(s)” means any and all services provided to Dealerships and Users by CarBuckets through the Website from time to time, as more fully set forth in the Consumer Terms of Use and Dealership Terms of Use. 

Service Agreements” shall mean, collectively, the Dealership Terms of Use and Code of Conduct. 

“Transaction” means the final transaction (e.g. sale or lease of a Vehicle) by and between the Dealership and a User. 

Vehicle(s)” means new motor vehicles of a particular Brand that a Dealership is duly authorized to offer for sale or lease; and 

Winning Dealership” means the Dealership that is the winner of the bid for a particular Bucket.


[Any initial, capitalized terms not set forth herein shall have the meanings ascribed to them in the Service Agreements]