DEALER123 INC.

TERMS OF SERVICE

1. ACCEPTANCE OF TERMS.

Dealer123 Inc. provides it’s Service to you subject to the following Terms of Service ("TOS"), which may be updated at any time and from time to time without notice to you. You can review the most current version of the TOS at any time at: www.dealer123.com/tos

2. DESCRIPTION OF SERVICE.

Dealer123 Inc. provides its users with access to a rich collection of resources, which may be accessed through any various medium or device now known or hereafter developed (the "Service"). You also understand and agree that the Service may include advertisements. You also understand and agree that the Service may include communications from Dealer123 Inc., such as service announcements and administrative messages. Unless explicitly stated otherwise, any new features that augment or enhance the current Service, is subject to these TOS. You are responsible for obtaining access to the Service, and that access may involve third-party fees (such as Internet service provider or airtime charges). You are responsible for those fees and all equipment necessary to access the Service.

3. YOUR REGISTRATION OBLIGATIONS.

In consideration of your use of the Service, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form (the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Dealer123 Inc. has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Dealer123 Inc. has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).

4. PRIVACY POLICY.

Dealer123 Inc. will keep your Registration Data confidential and, except as set forth below, will not disclose your Registration Data to any third parties. Dealer123 Inc. creates “cookies” with respect to your log-in for security purposes only. Dealer123 Inc. does not collect “cookies” with respect to your use of the Service. You acknowledge, consent and agree that Dealer123 Inc. may access, preserve and disclose your Registration Data and account information if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the TOS; (c) respond to your requests for customer service; or (d) protect the rights or property Dealer123 Inc., or its end users.

5. END USER ACCOUNTS, PASSWORDS AND SECURITY.

You will receive a password and account designation upon completing the Service's registration process. You are responsible for maintaining the confidentiality of the password and account and any sub-accounts you create and are fully responsible for all activities that occur under your password, account or sub-account. You agree to (a) immediately notify Dealer123 Inc. of any unauthorized use of your password, account or sub-account or any other breach of security, and (b) ensure that all your end users exit from the account or sub-at the end of each session. Dealer123 Inc. will not be liable for any loss or damage arising from your failure to comply with this Section 5.

6. CONTENT.

You understand and agree that all information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. Dealer123 Inc. does not control the Content available via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content. You agree that you must evaluate, bear all risks associated with the use of, and not rely upon any Content available through the Service, including any reliance on the accuracy, completeness, or usefulness of such Content.

7. COMPLIANCE WITH LAW.

You agree to comply with all laws applicable to your use of the Service. You agree that Dealer123 Inc. may suspend or terminate your use of the Service with or without notice in the event you violate any such laws.

8. MODIFICATIONS TO SERVICE.

Dealer123 Inc. reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Dealer123 Inc. will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

9. NO RESALE OF SERVICE.

You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.

10. LINKS.

The Service may provide, or third parties may provide, links to other World Wide Web sites or resources. As Dealer123 Inc. has no control over such sites and resources, you acknowledge and agree that Dealer123 Inc. is not responsible for the availability of such external sites or resources 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 Dealer123 Inc. will 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.

11. TERMINATION.

You agree that Dealer123 Inc. may, under certain circumstances and without prior notice, immediately terminate your account and access to the Service. Cause for such termination shall include, but not be limited to, (a) breaches or violations of these TOS, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) discontinuance or material modification to the Service (or any part thereof), (e) unexpected technical or security issues or problems, (f) engagement by you in fraudulent or illegal activities, and/or (g) nonpayment of any fees owed by you in connection with the Services. Termination of your account includes (a) removal of access to all offerings within the Service, (b) deletion of your password and all related information, files and content associated with or inside your account (or any part thereof), and (c) barring of further use of the Service. Further, you agree that all terminations for cause shall be made in Dealer123 Inc.’s sole discretion and that Dealer123 Inc. will not be liable to you or any third party for any termination of your account or sub-account or access to the Service.

12. INTELLECTUAL PROPERTY.

You acknowledge and agree that the Service and any necessary software used in connection with the Service ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content or information presented to you through the Service is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by Dealer123 Inc., you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part.

13. DISCLAIMER OF WARRANTIES.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

1. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. DEALER123 INC. AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

2. DEALER123 INC. AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS; AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

3. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

4. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM DEALER123 INC. OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.

14. LIMITATION OF LIABILITY.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT DEALER123 INC. AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF DEALER123 INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (iv) ANY OTHER MATTER RELATING TO THE SERVICE.

15. EXCLUSIONS AND LIMITATIONS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 13 AND 14 MAY NOT APPLY TO YOU OR YOUR USE OF THE SERVICE.

16. INDEMNITY.

You agree to indemnify and hold Dealer123 Inc. and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Service, your connection to the Service, your violation of the TOS, or your violation of any rights of another.

17. NO THIRD-PARTY BENEFICIARIES.

You agree that, except as otherwise expressly provided in this TOS, there shall be no third-party beneficiaries to this agreement.

18. NOTICE.

Dealer123 Inc. may provide you with notices, including those regarding changes to these TOS, by email, regular mail or postings on the Service.

19. GENERAL.

a. Entire Agreement. The TOS constitutes the entire agreement between you and Dealer123 Inc. and governs your use of the Service, superseding any prior agreements between you and Dealer123 Inc. with respect to the Service.

b. Choice of Law and Forum. The TOS and the relationship between you and Dealer123 Inc. shall be governed by the laws of the State of Florida without regard to its conflict of law provisions. You and Dealer123 Inc. agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Palm Beach, Florida.

c. Waiver and Severability of Terms. The failure of Dealer123 Inc. to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect.

d. Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred.

e. The section titles in the TOS are for convenience only and have no legal or contractual effect.