AutoGravity – Web Widget Integration Terms and Conditions

These AutoGravity – Web Widget Integration Terms and Conditions (Terms and Conditions) sets forth the provisions under which AutoGravity Corporation (“AutoGravity”) is willing to grant to Dealer, as defined in the AutoGravity – Dealer Services Agreement (“Dealer”), certain licenses to use the AutoGravity Web Widget. These Terms and Conditions supplement the Dealer Services Agreement (“Dealer Agreement”) and all of its attachments which may include, but are not limited to, its exhibits and autogravity-dealer terms of service. Unless otherwise specified herein, all other provisions of the Agreement shall remain in full force and effect.

1. Web Widget . “ Web Widget” means software code and a related application programing interface (“API”) that will enable Dealer to display on its website, or website operated by a third party on Dealer’s behalf (an “Originating Site”), a notice to users of the Originating Site of the availability of financing offers and that, when activated by user, will link the user to a landing page on the AutoGravity Network through which such user may seek financing for the purchase of a vehicle displayed on the Originating Site. AutoGravity makes no representation that any specific or minimum volume of financing offers will be made available through the AutoGravity Network or Web Widget.

2. Grant of License . AutoGravity grants to Dealer during the term of its Agreement, subject to limitations expressed on the Dealer Agreement, a limited, non-exclusive, non-sub-licensable, non-transferable, royalty-free, worldwide right to use the Web Widget solely in accordance with these the Agreement and these Terms and Conditions and solely for Dealer’s internal business purposes. Dealer may not and will not (a) copy or modify any portion of the Web Widget; (b) distribute any portion of the Web Widget to any third party except as provided for below; or (c) use any portion of the AutoGravity Network in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with the Agreement or these Terms and Conditions. Dealer acknowledges that the Web Widget and its underlying technology constitute AutoGravity trade secrets and Dealer agrees not to reverse engineer any components of the Web Widget or its underlying technology.

3. Third Party Website Providers . Notwithstanding the foregoing, Dealer may deploy the Web Widget on a website owned or controlled by a third party (“Dealer Partner”) that is operated by the Dealer Partner on behalf of Dealer, provided that Dealer Partner enters into a written agreement with AutoGravity governing the use of the Web Widget.

4. Representations, Warranties, and Covenants . Dealer covenants to ensure that the listings of vehicles displayed through the Originating Website are accurate in all material respects and are in no way fraudulent or misleading. Dealer agrees to comply in all material respects with all applicable laws and regulations in connection with its Originating Website and the display of the Web Widget thereon, including but not limited to laws concerning consumer privacy and automotive retailing. Dealer represents and warrants that the Originating Website contain or link to (or will contain or link to during the Term) any content, web page or site that contains any: (a) nudity, pornography, or other sexual or adult material; (b) hate propaganda or material that encourages or promotes illegal activity or violence; (c) harmful computer code; (d) material that is threatening, abusive, harassing, defamatory, obscene, profane, or indecent. Notwithstanding any provision to the contrary, a violation of this Section constitutes a material breach of the Agreement.

5. WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE WEB WIDGET IS PROVIDED “AS IS,” WITHOUT WARRANTY, REPRESENTATION, CONDITION, OR GUARANTEE OF ANY KIND, EXPRESS OR IMPLIED.