Supplemental Terms

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If you are a Toyota Dealer, in addition to the Terms of Purchase (www.autosoftdms.com/termsandconditions), the following terms and conditions (the “Supplemental Terms”) will apply to your use of any Autosoft Products and Services (as defined in the Terms of Purchase). These Supplemental Terms are incorporated into and form a part of the Terms of Purchase.

Accordingly, the Parties agree as follows:

1.1   In no event will TOYOTA MOTOR SALES, U.S.A., INC., a California corporation, with offices at 190001 South Western Avenue, Torrance, California 90509, its affiliates and their respective officers, directors, employees, contractors, agents and representatives and their successors and assigns ( collectively “TMS/USA Parties”) be responsible for (a) any damage(s) caused by DMS Provider’s failure to perform the DMS Provider’s responsibilities under this agreement, or (b) any incidental, collateral, punitive, special or consequential damages of any kind, including, but not limited to, loss of use, lost profits, interruption of business, cost of substituted facilities, equipment or service, down-time costs, or claims of customers or suppliers of yours for damages arising under this agreement, irrespective of how such damages may be caused, whether or not because of negligence, strict liability, fault or delay of either party, or its breach or failure of performance hereunder, or for any claim against you by any other party.

1.2   Integration Customer, on behalf of itself, its affiliates, subsidiaries and affiliated parties hereby releases all TMS/USA Parties from any liability regarding any and all damages that may be incurred as the result of (i) the DMS Provider’s failure to perform the DMS Provider’s responsibilities under this agreement, (ii) the solution’s performance, defects or operation; or (iii) the use, implementation or delivery of any other goods, deliverables and/or services provided by DMS Provider.

1.3   All TMS/USA Parties are intended third party beneficiaries for purposes of enforcing the terms and conditions contained herein.

Additional Terms Applicable to Use of Forms Provided by Wolters Kluwer Financial Services, Inc.

The following terms shall apply to your use of forms provided by Wolters Kluwer Financial Services, Inc., if any.

THE WKFS FORMS ARE PROVIDED “AS IS”.

WOLTERS KLUWER FINANCIAL SERVICES MAKES NO WARRANTY, EXPRESS, IMPLIED, BY DESCRIPTION, BY SAMPLE OR OTHERWISE,

AND IN PARTICULAR AND WITHOUT LIMITATION, MAKES NO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PURPOSE.

No modifications to this Warranty Disclaimer or any WKFS Limited Compliance Warranty are authorized unless in writing and signed by the President or the Chief Financial Officer of Wolters Kluwer Financial Services, Inc.

Limitation of liability

WKFS IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, MULTIPLE, PUNITIVE, CONSEQUENTIAL, OR OTHER SPECIAL DAMAGES.

WKFS’s aggregate liability for any and all claims or obligations related to the WKFS Forms shall be limited to the total fees paid for the WKFS Forms.

Black Book End User Terms

You may access information we have licensed from National Auto Research (“Black Book”), a division of Hearst business Media Corporation, (the “Black Book Information”) and by accessing such information, you agree to comply with the following terms and conditions:

  1. License Grant. Black book hereby grants to you a nontransferable, non-exclusive, limited license to access and use the Black Book information contained within the Black Book Secure FTP Data File Delivery system and through Subscriber’s Program.
  2. Restrictions on Use of Black Book Information. You agree that Black Book owns all rights, title and interest in and to the Black Book Data, and any derivative works, thereof, including but not limited to all literary property rights, copyrights, trademarks, trade secrets, trade names or service marks, including goodwill and all rights, title and that all rights, title and interest shall remain with Black Book. The use of the Black Book Data by any person other than you or your employees (on a need to know basis) is prohibited by Black Book. You shall keep confidential the Black Book Data or any information therein and use its best efforts to prevent and protect the contents of the Data from unauthorized disclosure, copying or use. The Black Book Data is provided “as is” and the Black Book makes no other warranty, express or implied, including regarding the accuracy of the Black Book Data. Under no circumstances shall Black Book be liable for any special, direct, indirect, or consequential damages of any kind in connection with the Black Book Data.
  3. Black book is a third-party beneficiary under this Agreement and may enforce its rights hereunder directly against you, which shall be governed by the laws of the State of New York without giving effect to any principles of conflict of laws and subject to the jurisdiction and venue of the State and Federal courts located in New York.

Manheim Remarketing, Inc.

Licensee shall not use, display or otherwise make available any Licensed Data for any purpose or in any manner, except for the Permitted Use. Licensee nor any of its employees or representatives shall (i) disclose or copy any of the Licensed Data; (ii) create any derivative works containing or utilizing any of the Licensed Data; (iii) reverse engineer, reverse compile, disassemble or modify any of the Licensed Data; (iv) challenge, cooperate with any third party in challenging, or do anything to assist any third party in challenging any right or interest that Manheim or its Affiliates (as defined below) may have in or to any of the Licensed Data; (v) publish or distribute any of the Licensed Data in any form to any third party, or place any of the Licensed Data onto a server so that it is accessible via a public network such as the Internet; (vi) resell or commercialize any of the Licensed Data; or (vii) use any of the Licensed Data to better the position of or promote the effectiveness of any competitor of Manheim or its Affiliates, or take any other action, the intent or likely effect of which would be to cause harm to the reputation or business of Manheim or its Affiliates. For purposes of clarity, the rights and licenses granted to Licensee with respect to the Licensed Data shall extend to Licensee only, and not to any subsidiary, parent company or other Affiliate or related party of Licensee.

NADA Official Used Car Guide®, a registered trademark of the National Automobile Dealers Association

With respect to services incorporating the JDPA Licensed Product (hereinafter, the “JDPA Licensed Data Base”) Licensee agrees as follows:

  1. Licensee acknowledges that the license to use the JDPA Licensed Data Base and its included Data granted hereunder shall not permit Licensee to market, sublicense or utilize the JDPA Licensed Data Base and Data separate from or independent of the VAR’s Service
  2. Licensee agrees to not disassemble, decompile, reverse engineer or otherwise modify or alter the JDPA Licensed Data Base and Data
  3. Licensee agrees that the JDPA Licensed Data Base shall not be used as a data source from which a new valuation data base or valuation system may be created, and that vehicles will be valued individually as needed in the VAR’s Service.
  4. Except as otherwise provided in the terms of this license agreement, Licensee agrees not to reproduce, store in a retrieval system or transmit, in any form or by any means, electronic, mechanical, photocopying, recording, or otherwise, any vehicle valuation information contained in the NADA Official Used Car Guide®, a registered trademark of the National Automobile Dealers Association, used under license by J.D. Power and Associates (hereinafter, the “JDPA Values”), without the prior written consent of JDPA.

Licensee acknowledges and agrees that the JDPA Licensed Data Base, the JDPA Values, and all enhancements and derivative works thereof, are the sole property of JDPA and are subject to a valid copyright. Licensee acknowledges that JDPA has created the JDPA Values and the JDPA Licensed Data Base at great time and expense and that the JDPA Values and the JDPA Licensed Data Base contain confidential and proprietary information protected by copyright and trade secret laws. Licensee further acknowledges that certain of its employees will become familiar with the JDPA Licensed Data Base, and that JDPA may suffer great harm if Licensee, or its employees disclose the JDPA Licensed Data Base to a third party. Licensee, therefore, agrees to: (a) hold the JDPA Licensed Data Base in strict confidence; (b) disclose the JDPA Licensed Data Base only to Licensee’s employees to whom knowledge is required for its proper use hereunder; (c) cause such employees to hold the JDPA Licensed Data Base in strict confidence; (d) take steps to prevent the accidental or otherwise unauthorized disclosure of the JDPA Licensed Data Base; and (e) establish and maintain safeguards against the destruction, loss or alteration of the Licensed Programs in the possession or control of Licensee which are no less rigorous than those maintained by Licensee for its own information but in no event less than commercially reasonable. The confidentiality obligations of Licensee contained in this paragraph shall survive termination of this license agreement.

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