Dealerware | License Agreement

Last Updated: May 28, 2025

This License Agreement ("License Agreement") is made by and between Dealerware, LLC ("Dealerware") and (i) the Retailer identified in the Order Form ("Retailer" or (ii) any other applicable licensee identified as a party to the License Agreement (the "Licensee"). Retailer and Dealerware may be referred to herein individually as a "Party" and together as the "Parties".

1. Scope .

Use of Dealerware Services, payment of the invoice and/or signature of the Order Form incorporating this License Agreement by reference will constitute acceptance of this License Agreement. By using Dealerware Services, remitting the payment, or signing the Order Form, the Parties acknowledge that they have read, understood and agreed to be bound by the terms of this License Agreement and that this License Agreement, together with the applicable Order Form, shall govern the relationship between the Parties and provides the terms and conditions for all services provided to Retailer as set forth in each applicable Order Form. Each Order Form and this License Agreement and any exhibits, attachments and documents linked to, together constitute the agreement between the Parties with respect to the services set forth in the applicable Order Form and are referred to collectively as the or this "Agreement." If there is a direct conflict between the Order Form and this License Agreement, the terms of the Order Form will prevail. Dealerware reserves the right to update and change this License Agreement from time to time and will provide notice to Retailer by changing the "Last Updated" date above.

2. Definitions .

The following terms have the following meanings for purposes of this License Agreement:

• Additional Products has the meaning set forth in Section 4.
• Authorized User means any individual employee, agent, or contractor of Retailer, in each case, that will access or use the Licensed Products solely on behalf of, and for the benefit of, Retailer in the operation of the Program, provided that any such individual has entered into an agreement with Retailer and such agreement is no less protective of Dealerware and its proprietary rights and Confidential Information than the provisions of this License Agreement.
• Confidential Information has the meaning set forth in Section 6.
• Connected Car Solutions means the Dealerware Service for collecting and managing usage and vehicle data regarding Vehicles Under Management, as described in applicable documentation. Connected Car Solutions may require the use and installation of hardware provided by Dealerware to Retailer.
• Dealerware Service(s) means Dealerware’s cloud-based management system composed of proprietary hardware, software-as-a-service (SaaS) solutions, professional services and business designs, individually or in combination, for mobility or vehicle fleet management.
• Default has the meaning set forth in Section 7.
• Feedback has the meaning set forth in Section 29.
• Fees means the fees set forth in Retailer’s Order Form or in this License Agreement as elected by Retailer.
• Fleet Valuation means the Dealerware Service for providing valuation data regarding Vehicles Under Management, as described in applicable documentation.
• Improvement has the meaning set forth in Section 29.
• Indemnified Party has the meaning set forth in Section 21.
• Indemnifying Party has the meaning set forth in Section 21.
• Intellectual Property means all intellectual property, including (i) all trademarks, service marks, trade names, service names, brand names, trade dress rights, logos, corporate names, trade styles, and other source or business identifiers and general intangibles of a like nature, together with the goodwill associated with any of the foregoing.
• Initial Term has the meaning set forth in Section 6.
• Insurance Verification means the Dealerware Services add-on feature that facilitates verification of driver insurance coverage.
• Legal Requirements means all applicable federal, provincial and municipal laws, regulations, rules, and rulings and all applicable orders of courts or governmental agencies.
• Licensed Products means the Licensed Software and any hardware provided by Dealerware to Retailer, including but not limited to toll transponders or toll tags, OBD devices, and/or any equipment provided to Retailer to use or access any applicable Dealerware Services module as may apply to Retailer.
• Licensed Software means the Dealerware toolkit app and any other software or other computer or program code, as well as the related documentation, provided by Dealerware to Retailer for use in the Program to provide functionality for (i) reservation management, (ii) vehicle fleet operations.
• Lot Management means the Dealerware Service for Retailer’s dealership or similar lot, as described in applicable documentation.
• Mobile Contracts means the Dealerware Service for managing Retailer’s fleet vehicle contracts with its customers, as described in applicable documentation.
• Operational Data has the meaning set forth in Section 15.
• Order Form means an ordering document evidencing the purchase of subscriptions to the Dealerware Services and its modules.
• PII means personally identifiable information.
• Professional Services means the professional services provided to Retailer as may be more specifically described in the applicable Order Form or statement of work.
• Program means the Retailer’s mobility or vehicle fleet program.
• Renewal Term has the meaning set forth in Section 6.
• Rental Booking Site means the Dealerware Services add-on feature available to Retailer.
• Start Date means the start date indicated on the applicable Order Form.
• Technology License has the meaning set forth in Section 3.
• Term has the meaning set forth in Section 6.
• Third-Party Software means software programs, applications and/or other technology owned or licensed by a third party.
• Tolling Solutions means the Dealerware Services for automating tolls management.
• Vehicle means a vehicle that Retailer owns, operates, maintains, manages, and/or leases from a third party.
• Vehicle Under Management means a Vehicle that is utilized in the Program.

3. Technology License .

For so long as Retailer is in compliance with this License Agreement, Dealerware will provide to Retailer a limited, non-exclusive, non-transferable, non-sublicensable license during the Term: (i) to install and use the Licensed Products for the limited purpose of operating the Program.

4. Additional Products and Services .

Dealerware may agree to provide, and Retailer may agree to receive, additional Dealerware products and services in the future.

5. Ownership .

Subject to the limited rights granted to Retailer in the Technology License, Dealerware and its licensors retains all right, title, and interest in and to the Licensed Products, the Dealerware Services, all documentation, and all associated rights in Intellectual Property.

6. Term .

The initial term of this License Agreement shall begin on the Start Date and continue for thirty (30) days after the Start Date. The term shall then automatically be extended for additional terms of thirty (30) days each.

7. Default; Termination .

A "Default" shall occur if a Party breaches any covenant, representation or warranty made by it.

8. Effect of Termination or Expiration .

Upon termination or expiration of this License Agreement, Dealerware shall disable the access by or through Retailer.

9. Payment Terms .

Retailer shall pay to Dealerware the Fees for the Technology License pursuant to this License Agreement.

10. Certain Retailer Responsibilities and Duties .

Retailer agrees to use and ensure the use by or through Retailer of the Technology License in compliance with all Legal Requirements.

11. Operation of Courtesy Car Program; Risk of Loss .

Retailer solely shall be responsible for the Program and its operations.

12. Subordination .

Retailer agrees that it has no claim to any Licensed Product or the Dealerware Services.

13. Use of Name .

Neither Party is permitted to use the other Party’s names, logos, trademarks.

14. Insurance .

Dealerware will maintain comprehensive general liability insurance.

15. Operational Data .

Retailer acknowledges that the Licensed Products and the Dealerware Services collect information.

16. Consent to Collect and Use Operational Data .

Retailer acknowledges that Operational Data may be collected by Dealerware’s service providers.

17. License Grants to Dealerware for Operational Data .

In order to enable provision of the Dealerware Services, Retailer grants Dealerware a limited-term license to host, copy, process and display Operational Data.

18. Personal Information .

Any PII collected in connection with the Operational Data will be used at the direction of the Retailer.

19. Notice and Consent Requirements .

Retailer shall fully disclose to Authorized Users the types of information that may be collected.

20. Confidential Information .

"Confidential Information" means the contents of this License Agreement.

21. INDEMNIFICATION .

Each Party will defend, indemnify and hold the other Party harmless from and against any damages.

22. DISCLAIMER OF WARRANTIES .

UNLESS EXPRESSLY PROVIDED HEREIN, DEALERWARE MAKES NO WARRANTY.

23. LIMITATION OF LIABILITY .

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER DEALERWARE NOR ITS AFFILIATES SHALL BE LIABLE.

24. Force Majeure; Interruption or Failure .

Dealerware shall not be liable for any delay in performance under this License Agreement.

25. Governing Law; Venue .

This License Agreement shall be governed by the laws of the State of Texas.

26. Notices .

Any notice required to be given under this License Agreement must be in writing.

27. Assignment; Successors .

Retailer shall not assign or transfer all or any part of this License Agreement.

28. Third-Party Software .

The Licensed Software may include or be bundled with Third-Party Software.

29. Feedback .

Each Party may from time to time provide to the other Party feedback or suggestions regarding the technology.

30. No Third Party Benefit Intended .

This License Agreement is not enforceable by any third parties.

31. Injunctive Relief .

Retailer acknowledges that the use, copying, disclosure or dissemination of the Licensed Product would cause irreparable harm.

32. Survival .

The terms and conditions of this License Agreement shall survive termination.

33. Entirety; Severability; Counterparts .

If any of the provisions contained in this License Agreement shall, for any reason, be held to be invalid, the remaining provisions shall remain in effect.

34. Construction .

The words "include," "includes" and "including" will be deemed to be followed by the phrase "without limitation."

[End of License Agreement]