Shop Terms & Conditions

MASTER TERMS AND CONDITIONS OF LICENSE AND SERVICES

Introduction

CarAdvise, LLC, a Delaware limited liability company (“CarAdvise”, “we,” “us,” or “our”), provides the Shop and its participating locations (“Shop”, “you,” “your”) identified in the CarAdvise Shop Registration Agreement (the “Agreement”) with certain services (the “Services”) in connection with its website located at caradvise.com (“Website”) and its web and mobile applications available at the Website (the “Platform”). In order to make your vehicle maintenance services (the “Maintenance Services”) available to end- users of CarAdvise (the “Members”) via the Platform, THESE MASTER TERMS AND CONDITIONS OF LICENSE AND SERVICE (“Master Terms and Conditions”) apply to the following: (i) the use by you (referred to herein as “you” or “Shop”) of the proprietary appointment and customer management software you have downloaded (the “Software”) made available to you by (ii) the use by CarAdvise of your trademarks, tradenames and any other logos or other proprietary marketing images or other intellectual property you supply to CarAdvise (the “Shop IP”) and (iii) any and all Maintenance Services provided by you to the Members. You and CarAdvise may be referred to sometimes herein as the “Parties”, and each, a “Party”.

BY ACCESSING ANY PORTION OF THE SOFTWARE, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. THESE TERMS AND CONDITIONS CONTAIN CERTAIN AFFIRMATIVE OBLIGATIONS.

Software License

CarAdvise hereby grants to Shop a non-exclusive, non-transferable, non- sub licensable license to use the Software in connection with the Services for so long as CarAdvise is providing the Services, subject to the terms and conditions contained herein. All right, title and interest in and to the Software shall remain with CarAdvise. CarAdvise shall have the right, in its sole discretion, to modify and/or enhance the Software. All right, title and interest in and to such modifications and enhancements to the Software shall belong to CarAdvise.

Shop IP License

Shop hereby grants to CarAdvise a non-exclusive, fully paid-up worldwide license to use the Shop IP in connection with the Services for so long as CarAdvise is providing the Services. All right, title and interest in and to the Shop IP shall remain with Shop.

Fees

In consideration of the Services and as agreed to by CarAdvise and Shop in the Agreement, Shop shall pay CarAdvise applicable service referral fees (the “Service Fees”) based on the total amount

due and payable, before taxes, to the Member for Maintenance Services performed by Shop. CarAdvise shall also charge Shop a processing fee (“Processing Fee”) per transaction, which will amount to 5% of the total amount charged to the Member before taxes, as more fully defined below.

CarAdvise reserves the right to renegotiate the Service Fees and Processing Fee or terminate the Agreement at any time.

Payment

In connection with the Services, CarAdvise will receive payment from Members for Maintenance Services performed at the Shop. Following receipt of any such payment(s), CarAdvise shall promptly pay an amount equal to the difference between (x) the Maintenance Fees, minus (y) the sum of the Service Fees plus the Car Advise Customer Fees plus the Merchant Fees (as defined in the paragraph below entitled “Merchant Fees”) associated with such payment(s) (such amount, the “Net Shop Amount”) to Shop by electronic funds transfer, credit card or check, as specified by Shop in writing to CarAdvise. However, if Shop has not specified the manner of payment to CarAdvise in writing, then CarAdvise shall have no obligation to pay the Net Shop Amount to Shop. The terms of this paragraph shall survive the period during which CarAdvise is providing the Services indefinitely.

Processing Fees

Shop shall be responsible for all paying the Processing Fee to cover any and all credit card merchant fees incurred by CarAdvise incidental to performance of the Services.

Braintree

CarAdvise LLC uses Braintree, a division of PayPal, Inc. (Braintree) for payment processing services. By using the Braintree payment processing services you agree to the Braintree Payment Services Agreement available at https://www.braintreepayments.com/legal/gateway-agreement, and the applicable bank agreement available at https://www.braintreepayments.com/legal/bank-agreement.

Shop’s Representations and Warranties.

By accepting these Terms and Conditions, Shop hereby represents and warrants to CarAdvise the following:

Authority. Shop has the full power, capacity and authority to agree to these Terms and Conditions and to grant the rights contained herein, including, but not limited to, the right to license the Shop IP to CarAdvise. Shop’s agreement to these Terms and Conditions and its compliance with the terms hereof does not violate or conflict with any law or any agreement to which Shop is a party.

Service. Shop agrees to use commercially reasonable efforts to provide a satisfactory customer experience to the Member for every transaction and make commercially reasonable efforts to resolve all Member complaints directed at Shop within a timeframe acceptable to CarAdvise and Member.

Non-Infringement. The Shop IP does not infringe upon or violate any intellectual property rights or other proprietary rights or any other rights of any nature of any third party. Shop has not received any notice or claim, and is not aware of any claim, from any third party challenging Shop’s right to use or license any of the Shop IP. Shop is not aware of any past or present infringement of the Shop IP by any third party.

Compliance with Laws. Shop has complied in all material respects with all applicable laws and regulations relating to the Shop IP and these Terms and Conditions.

Confidential Information. Shop recognizes (a) that CarAdvise has and will continue to develop certain trade secrets, know-how, customer and supplier lists, designs, manufacturing processes, products, services, recipes, price and quote lists, websites, website designs, records, manuals, correspondence, documents, financial information, sales reports, customer and supplier information, software and software plans and designs, ideas, concepts and any other proprietary information related to the business of CarAdvise, that CarAdvise and its customers regard as confidential (collectively, “Confidential Information”), and (b) that all Confidential Information is the property of CarAdvise. Shop agrees that except for disclosure of Confidential Information to employees, customers, suppliers and consultants of Shop on a “need to know” basis in connection the Services, within the prescribed responsibilities and duties, Shop will not disclose, use or exploit any Confidential Information at any time, unless: (x) CarAdvise consents in writing to such use; or (y) a court of lawful jurisdiction directs otherwise. Any request or attempt to subpoena Confidential Information shall be reported by Shop directly to CarAdvise as soon as possible after receipt of such subpoena. Shop shall use its best efforts to safeguard the Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. Immediately following the termination of the Services, Shop shall immediately deliver to CarAdvise all Confidential Information and all materials of any nature regarding CarAdvise or any customer or supplier of CarAdvise and all copies and derivatives thereof in any and all media. The Parties acknowledge that a breach of any provision of this paragraph will result in irreparable and/or incalculable damage to CarAdvise, and CarAdvise shall be entitled to obtain injunctive relief, without the necessity of posting a bond, or to cause Shop to specifically perform its obligations thereunder, and that any action relating to such breach or threatened breach may be brought in a court of equity, in addition to whatever other remedies may be available at law, in equity or otherwise. The terms of this paragraph shall survive the period during which CarAdvise is providing the Services indefinitely.

Indemnification. Shop shall indemnify and hold harmless CarAdvise and its equity holders, managers, officers, employees, agents, successors and assigns (collectively, the “Indemnified Parties”) from and against any and all claims, losses, liabilities, damages, judgments, settlements, costs or expenses, including, but not limited to, reasonable attorneys’ fees and court costs, incurred by the Indemnified Parties as a result of (a) any grossly negligent act or omission or willful misconduct of Shop or any of its employees or agents in the performance of any of its obligations hereunder, (b) any breach of any representation, warranty or covenant by Shop hereunder or (b) the Shop’s failure to comply with applicable law. In addition, and in no way in limitation of the foregoing, Shop agrees to hold harmless the Indemnified Parties from and against any and all claims, losses, liabilities, damages, judgments, settlements, costs or expenses arising out of or in any way related to the Maintenance Services. The terms of this paragraph shall survive the period during which CarAdvise is providing the Services indefinitely.

Limitation of Liability. In no event shall CarAdvise (or its licensors or suppliers) be liable to Shop or any of its representatives (or to any third party claiming under or through such party) arising out of or in connecting with the Agreement, regardless of the form of any claim or action (whether in contract, tort, negligence, strict liability or otherwise), for any (a) matter beyond its reasonable control, (b) loss or inaccuracy of data or loss or cost of recovering or reconstructing such data, loss or interruption of use, or cost of procuring substitute technology, goods or services, (c) loss or cost as a result of decisions made in reliance on the Service, system or results, (d) indirect, punitive, incidental, reliance, special, exemplary or consequential damages including, but not limited to, loss of business, revenues, profits and goodwill or (e) damages, in the aggregate, in excess of the amounts paid or payable to it hereunder with respect to the Service that gave rise to the claim during the preceding six month period, even if it has been advised of the possibility of such damages.

Independent Contractor. CarAdvise shall be operating as an independent contractor. Nothing contained herein shall in any way constitute any association, partnership, or joint venture between the Parties, or be construed to evidence the intention of the Parties to establish any such relationship. Neither Party shall have the right, power or authority to make any representation or warranty, or to assume or create any obligation, whether express or implied, on behalf of the other, or to bind the other Party in any manner whatsoever.

Entire Agreement; Amendment. These Terms and Conditions constitute the entire agreement between the Parties and supersede all understandings and agreements between the Parties with respect to the subject matter hereof. These Terms and Conditions may be updated from time to time by CarAdvise; provided that any such update shall not be binding on Shop unless and until Shop shall have agreed to or accepted such update.

Governing Law and Venue. These Terms and Conditions will be governed by Illinois law without regards to its conflict of laws provisions. The Parties hereto irrevocably agree that all actions or proceedings in any way, manner, or respect, arising out of or from or related to these Terms and Conditions shall be litigated only in courts having situs within Cook County, Illinois. Each Party hereby consents and submits to the exclusive jurisdiction of any local, state or federal court located within Cook County, Illinois and waives any right such Party may have to transfer the venue of any such litigation.

Severability. If any provision of these Terms and Conditions shall be invalidated or refused enforcement by any court of competent jurisdiction, the provisions not invalidated or refused enforcement shall remain in full force and effect.

Attorneys’ Fees. If any Party hereto commences or is a party to any action or proceeding against another Party hereto which involves any breach or claimed breach of these Terms and Conditions or seeks a judicial declaration of rights hereunder, and such Party is a prevailing party in such action, then such Party will be entitled to reimbursement from the other Party of all of such Party’s expenses relating to such action or proceeding, including, but not limited to, reasonable attorneys’ fees and costs. Without limiting the foregoing, a Party will be deemed a prevailing party if such Party obtains any judgment in its favor, including, but not limited to, any form of injunctive relief.

Termination. Shop or CarAdvise may terminate the provision of the Services by CarAdvise for any time and for any reason. However, Shop’s payment obligations for Services that have already been provided, its indemnification obligations and its confidentiality obligations shall continue after such termination in accordance with the terms hereof.