I, on behalf of my dealership named above (“Dealer”), understand that Automatic Labs Inc. (“Automatic”) requires the use of, and Dealer shall provide Automatic with, (a) Dealer’s name, trademarks, logos and other information about Dealer such as contact information and hours of operation (collectively “Dealer Brand Information”) to be used in the Automatic mobile application, (b) other data and information from Dealer including without limitation data relating to customers, such as names, addresses, phone numbers, email addresses, and Vehicle Identification Numbers (collectively “Dealer Data”), and (c) data that exists in Dealer’s dealer management system (“DMS”) to activate Dealer’s customers’ Trial Subscriptions, to create Trial Subscription accounts for customers, to communicate with customers regarding their Trial Subscriptions and options to extend their Automatic services following the Trial Subscriptions, to provide customers with Trial Subscriptions and paid Automatic services, and to activate the Automatic dealer service on vehicles in Dealer’s inventory selected by Dealer (“Selected Vehicles”). Further, Dealer shall share with Automatic (or its designated contractor) Dealer’s DMS data on an on-going basis for use in connection with the Program and Dealer shall take all necessary action required to facilitate such sharing of data with Automatic. To the extent such data will be shared through Dealer’s DMS provider, Dealer represents, warrants and covenants that Dealer shall authorize and instruct such DMS provider to share Dealer’s DMS data with Automatic (or its designated contractor) or to permit CDK Data Services, Inc. (“CDK”) or other contractor at Automatic’s discretion to share Dealer’s DMS data with Automatic (or its designated contractor). If Dealer’s DMS data is aggregated with the DMS data of sister or affiliate dealerships, Dealer hereby represents and warrants that Dealer is authorized to share (or permit the sharing of) such DMS data on behalf of such sister or affiliate dealerships in the same manner as described above. Automatic agrees to use Dealer Data solely to facilitate the Automatic Program or as otherwise described in the Customer Consent attached as Exhibit A, provided that nothing herein shall prevent Automatic from obtaining and using the same or similar data obtained from third parties, including end user customers, without restriction. Dealer hereby represents, warrants and covenants that all Dealer Data shall be accurate, complete and reliable. Dealer shall also provide to Automatic (and its designated contractors), and hereby grants to Automatic (and its contractors) a royalty-free right and license to store, use, modify, display and distribute the Dealer Brand Information in connection with the Automatic Program including Automatic’s related software and mobile applications. Dealer shall share with Automatic (and its designated contractors), and hereby grants Automatic (and its contractors) a royalty-free right and license to store, copy, modify, and use, Dealer Data, whether provided before or after Dealer’s enrollment in the Automatic Program and execution of this Dealer Enrollment Authorization Form, for use in connection with the Automatic Program or as otherwise described in the Customer Consent below. Dealer shall take all necessary action and obtain all necessary consents and authorizations to facilitate such sharing of Dealer Data with Automatic. As between Dealer and Automatic, Automatic shall exclusively own all of its modifications and derivative works of Dealer Data in aggregate and anonymous form, which Automatic may use for any purpose. The Devices and all Automatic software and materials provided in connection therewith shall remain the sole and exclusive property of Automatic (and its licensors). Automatic grants to Dealer a limited, non-exclusive, non-transferable, non-sub licensable license, to use the Devices and Automatic’s software provided in connection therewith solely in connection with the Automatic Program and as authorized herein. Dealer agrees to acquire and install Devices in 100% of the eligible vehicles in its inventory.

Dealer shall (i) obtain acknowledgement from each customer that the Device, owned and operated by Automatic, is installed in the vehicle (as applicable) and (ii) obtain prior express written consent from each customer, in the form provided below in Exhibit A (the “Customer Consent”), which includes Automatic’s Privacy Policy and Customer Agreement and authorizes among other things: (1) the collection of vehicle, geolocation and driving data from customer’s vehicle by Automatic through the Device; (2) Dealer’s sharing of customer’s contact, personal and other information with Automatic; and (3) Automatic’s use of the foregoing information, as set forth in Automatic’s Privacy Policy.

Dealer shall (1) inform each customer about the Trial Subscription upon the customer’s purchase or lease of a Selected Vehicle, (2) request that each customer download the Automatic application to the customer’s device and agree to Automatic’s online Customer Agreement currently available at https://automatic.com/legal2018, as may be updated from time to time (the “Customer Agreement”)as a condition to receiving and using the Device, and (3) provide each customer, and insert in each Selected Vehicle, the materials relating to the Device and Trial Subscription provided to Dealer by Automatic.

Dealer agrees to share with Automatic, its affiliates and its contractors, or provide access to, Dealer Data to the extent permitted under Dealer’s privacy policy and in accordance with applicable law.

This Agreement constitutes the entire agreement of the parties and supersedes all prior agreements, whether written or oral, with respect to the subject matter hereof. If any provision is found to be unenforceable, it will not invalidate or render unenforceable any other provision, and it (and related provisions) will be interpreted to best accomplish the parties’ intended purpose. This Agreement shall be binding on Dealer’s successors and assigns. The Automatic Program, in whole or in part, may be modified or terminated at any time in Automatic’s sole discretion without Dealer’s prior notification or consent. Automatic may terminate Dealer’s participation in the Automatic Program immediately upon Dealer’s breach of any of the terms of this Agreement or upon thirty (30) days’ prior written notice for any reason or no reason. Dealer understands it may discontinue its participation in the Automatic Program at any time upon thirty (30) days’ prior written notice to Automatic, in which case any accumulated Activation Credit amounts shall be forfeited. The provision and use of Automatic subscription services (Trial Subscriptions and paid subscriptions) are governed by the Customer Agreement as such terms may be modified from time to time by Automatic in its sole discretion. Dealer also agrees to the Customer Agreement. Each party agrees that it will comply with all applicable legal obligations relating to privacy, security, integrity, and confidentiality of customer information, which obligations may include the Gramm-Leach-Bliley Act and its implementing regulations (“GLBA”), the Personal Information Protection and Electronic Documents Act of Canada (“PIPEDA”), the laws of any state of the United States, and the laws of any province of Canada. Each party agrees that it will, at a minimum, implement and maintain appropriate administrative, technical, and physical safeguards reasonably designed to: (a) ensure against any anticipated threats or hazards to the security or integrity of the Dealer Data; and (b) protect against unauthorized access to or use of the customer information. Each party may disclose Dealer Data to the extent required by any applicable federal or state law or regulation or rule or regulation of a governmental agency. The terms and conditions of this Agreement shall survive any expiration or termination of this Agreement.

Dealer hereby represents and warrants that: (A) Dealer has obtained and is solely responsible for obtaining the express written consent of each and every customer as required by applicable law to the installation of a tracking device and to obtain, use and share such customer’s information included in the Dealer Data with Automatic; (B) Dealer’s use of the Dealer Data and Dealer Brand Information and Automatic’s use thereof as contemplated by this Agreement and the Automatic Program will not violate any law or infringe any rights of any third party, including but not limited to any intellectual property rights or privacy rights; and (C) all Dealer Data, Dealer Brand Information and other information that Dealer provides to Automatic is truthful, complete and accurate.

DEALER SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS AUTOMATIC, ITS AFFILIATES, AGENTS, CUSTOMERS, SUCCESSORS, AND ASSIGNS AGAINST ANY AND ALL LOSSES, SUITS, CLAIMS, ACTIONS, JUDGMENTS, FINES, DAMAGES AND LIABILITIES (INCLUDING COSTS AND EXPENSES) (“CLAIMS”) RELATING TO OR ARISING FROM DEALER’S (OR ITS AGENTS’) BREACH OF ANY REPRESENTATION, WARRANTY OR OBLIGATION HEREIN, OR ANY ACTUAL OR THREATENED VIOLATION OF ANY LAW, RULE OR REGULATION (INCLUDING WITHOUT LIMITATION RELATING TO DATA PRIVACY OR DATA PROTECTION, INCLUDING LOCATION TRACKING DATA). THIS INDEMNITY WILL NOT BE LIMITED IN ANY MANNER WHATSOEVER BY INSURANCE COVERAGE MAINTAINED BY DEALER. AUTOMATIC SHALL NOTIFY DEALER OF ANY CLAIM AND PERMIT DEALER TO DEFEND AGAINST OR SETTLE THE SAME, EXCEPT THAT DEALER MAY NOT SETTLE A CLAIM WITHOUT AUTOMATIC’S PRIOR WRITTEN CONSENT.

NEITHER AUTOMATIC NOR ANY OF ITS CONTRACTORS SHALL BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, LOST PROFITS, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE THAT MAY ARISE IN CONNECTION WITH THE AUTOMATIC PROGRAM, EVEN IF SUCH PARTY HAS BEEN ADVISED ON THE POSSIBILITY OF SUCH DAMAGES.

THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. ANY ACTION OR LITIGATION CONCERNING THIS AGREEMENT WILL TAKE PLACE IN THE FEDERAL OR STATE COURTS SITTING IN NEW YORK, NEW YORK, AND THE PARTIES EXPRESSLY CONSENT TO THE JURISDICTION OF AND VENUE IN SUCH COURTS AND WAIVE ALL DEFENSES OF LACK OF JURISDICTION AND INCONVENIENT FORUM WITH RESPECT TO SUCH COURTS.

AUTOMATIC RESERVES THE RIGHT TO UPDATE THESE AUTOMATIC PROGRAM TERMS AND CONDITIONS AT ANY TIME. ANY UPDATES WILL BE EFFECTIVE UPON THE POSTING OF THE UPDATES AT HTTPS://AUTOMATICDEALERPROGRAM.COM/LEGAL OR UPON DEALER’S RECEIPT OF SUCH UPDATED AUTOMATIC PROGRAM TERMS AND CONDITIONS, WHICHEVER IS EARLIER. DEALER’S CONTINUED PARTICIPATION IN THE AUTOMATIC PROGRAM FOLLOWING SUCH UPDATES WILL CONSTITUTE DEALER’S ACCEPTANCE OF SUCH UPDATED AUTOMATIC PROGRAM TERMS AND CONDITIONS. DEALER SHOULD FREQUENTLY REVIEW THE AUTOMATIC PROGRAM TERMS AND CONDITIONS AT HTTPS://AUTOMATICDEALERPROGRAM.COM/LEGAL TO UNDERSTAND THE TERMS THAT APPLY TO ITS PARTICIPATION IN THE AUTOMATIC PROGRAM.

Last Updated: August 28, 2018