As used herein, the term “Site” includes OttoMoto LLC mobile applications.

Your use of the OttoMoto.net web site and the applications, services, information and other materials available on and through the web site (such applications, services, information, other materials, and the web site itself shall be referred to collectively as the “Site”) is subject to the terms and conditions set forth herein, as well as any other notices, disclaimers, or restrictions posted on the Site (collectively, the “Terms of Use”). PLEASE READ THESE TERMS OF USE CAREFULLY. BY USING THE SITE, YOU AGREE TO ADHERE TO AND BE BOUND BY THESE TERMS OF USE, AS THESE TERMS OF USE MAY BE MODIFIED FROM TIME TO TIME IN THE SOLE DISCRETION OF OTTOMOTO. IF YOU DO NOT AGREE TO BE LEGALLY BOUND BY THESE TERMS OF USE, YOU ARE NOT PERMITTED TO USE THE SITE. Each time you enter in a login ID and password on the Site or enter the Site through a third party service provider, (1) you represent that you have been authorized to use the Site by either (i) a Dealer Information Owner (“DIO”) employed by a dealership (a “Dealer”) that has entered into an access agreement with OttoMoto LLC., or predecessor-in-interest (“OttoMoto”); (ii) a financial institution or other financing source that has entered into an agreement with OttoMoto (a “Financing Source”); (iii) OttoMoto; or (iv) a party that has an agreement with OttoMoto, in accordance with the terms of such agreement; (2) you represent that you are an employee or agent of a party described in clause (i), (ii) or (iii) of item (1) above; (3) you represent that you are the user assigned to use the login ID and password that is accessing the Site and (4) you agree to be bound by the Terms of Use. Use of the Site is restricted to OttoMoto and its authorized users. Unauthorized use of the Site including, but not limited to, unauthorized entry into the Site, misuse of passwords, or misuse of any information within the Site is strictly prohibited. The Site is designed to allow users, Dealers, Financing Sources, and aftermarket product companies to transmit information electronically to one another, which may include without limitation, credit application information, contract status information, prospect reports, dealer reserve status, retail and lease rates, residual value information, payoff quotes, financing contracts, credit bureau information, extended service plans, insurance products, other aftermarket products, and other information.

INTELLECTUAL PROPERTY

You acknowledge and agree that, OttoMoto LLC and/or its affiliates and/or its licensors shall own all worldwide right, title and interest in and to the Site and any applications, services, text, graphics, multimedia content, or other information, data, content or material available on or through the Site and pages within that domain, and all related code provided through the Site, any modifications, updates, upgrades, copies, derivative works, augmentations or customizations of the foregoing (collectively, “Materials”), including all worldwide intellectual property rights to the same, including without limitation, all United States, Canadian and worldwide patents, patent applications, copyrights, trademarks, trade secrets, rights of publicity and privacy and other proprietary rights. All rights not expressly granted to you herein are expressly reserved to OttoMoto LLC and its affiliates and licensors.

Material from the Site may not be copied, reproduced, distributed or modified, except that you may print and provide credit applications, financing contracts, disclosures, and other materials as expressly provided on the Site for use with Financing Sources, Dealers and/or consumers. Modification of the Materials or use of the Materials for any purpose other than that expressly permitted herein or otherwise on the Site is a violation of copyright and other proprietary rights and the use of any such Material on any other web site or computer environment is strictly prohibited.

You may submit feedback, suggestions or comments (“Feedback”) that will universally enhance the Site. OttoMoto LLC may, in its sole discretion, decide to incorporate some or all the Feedback into the Site. Notwithstanding anything to the contrary herein, to the extent any portion of the Site, or any versions thereof or enhancements thereto are not deemed owned by OttoMoto LLC, you hereby assign all of your right, title and interest in the Site or any such Feedback or enhancements to OttoMoto LLC. You will execute such documents as may be deemed reasonably necessary to accomplish the objectives of this Section. You grant OttoMoto LLC a worldwide, perpetual, nonexclusive, sublicensable, royalty-free license to use, reproduce, distribute, transmit, disclose, display, modify and create derivative works of any content, data, information or other materials you submit and/or receive through the Site; provided, that, OttoMoto LLC shall do so in accordance with applicable law and/or the applicable agreement between the party that authorized you to use the Site and OttoMoto LLC, if applicable.

TRADEMARKS

“OttoMoto” and the OttoMoto logos as well as other related marks which may appear on the Site (“Marks”), are the service marks and trademarks of OttoMoto LLC and/or its affiliates. All other trademarks, service marks and logos used on this Site, with or without attribution, are the trademarks, service marks or logos of their respective owners.

THIRD PARTY CONTENT; THIRD PARTY SITES

OttoMoto LLC is a distributor and not a publisher of information supplied to the Site by you, other users or third parties. Any credit information, opinions, advice, statements, services, contracts, offers, or other information that is part of the Materials on this Site that is expressed or made available by third parties, including Financing Sources, aftermarket product companies, credit bureau reporting agencies and/or Dealers or any other user of the Site, are those of the respective authors or distributors and not of OttoMoto LLC. OTTOMOTO LLC ASSUMES NO RESPONSIBILITY AND MAKES NO REPRESENTATIONS, WARRANTIES, RECOMMENDATIONS, ENDORSEMENTS OR APPROVALS WITH REGARD TO SUCH THIRD-PARTY INFORMATION. It is your responsibility to evaluate and confirm the information, opinions, advice or other Material available through the Site, whether posted or provided by third parties or by OttoMoto LLC.

The Site may contain hyperlinks to other web sites that are not operated by OttoMoto LLC. OttoMoto LLC does not control these web sites and is not responsible for their contents, nor should the existence of such links be construed as an endorsement of the material appearing on such sites or as implying an association between OttoMoto LLC and their operators. Such hyperlinks are provided for your reference only.

USER REPRESENTATIONS, WARRANTIES AND COVENANTS

You represent, warrant and covenant to OttoMoto LLC that:

You will comply at all times with all applicable federal, state, provincial and local laws, rules and regulations in your use of the Site and/or your use or disclosure of any data, information or materials you submit to or receive through the Site;

You will not use the Site for any purpose which is improper, unlawful, abusive, harassing, libelous, defamatory, obscene or threatening, or which violates the Terms of Use;

You will not use the Site to obtain the pay-off amount on any financial institution’s customer’s lease, loan or balloon account unless you have first received an express authorization from such customer to do so;

You will not, nor will you permit any other person, corporation or entity, without the prior written consent of OttoMoto LLC to: (i) copy, duplicate or grant permission to the Site or any part thereof; (ii) create, attempt to create, or grant permission to the source program and/or object program or code associated with any software component of the Site; (iii) assign, sublicense, rent, timeshare, loan, lease or otherwise transfer the Site or directly or indirectly permit any third party to use the Site; (iv) decompile or disassemble any software or other component of the Site or any report or document generated therefrom; (v) engage in any reverse engineering; (vi) modify, alter or delete any of the copyright notices embedded in or affixed to the copies of any components of the Site; (vii) export any application provided hereunder or any portion of the Site, or access the Site from outside the United States or Canada; or (viii) use OttoMoto LLC’s name, URL, trademarks, server, or other materials in connection with, or to transmit, any “spam.” For the purposes of this agreement, “spam” has the meaning generally understood among Internet users;

Any transmission of data from your computer equipment or system will be free from (i) intentionally injurious instructions (e.g. “viruses”) that are designed to modify, damage, delete or disable the Site or any applications thereon; (ii) any hidden passwords that permit unauthorized access to the data or the Site, or (iii) any embedded code that could trigger, shut down or disable the Site;

You have obtained all necessary licenses, releases and consents to grant the rights set forth herein;

You shall have all regulatory approvals, authorizations, licenses, permits, and other permissions, consents and authorities whatsoever needed to use the Site and perform your obligations hereunder; and

You will comply with the security measures set forth below under the heading “SECURITY”.

If you are using the Site as an authorized user of a Dealer, you further represent, warrant and covenant to OttoMoto LLC that:

Except for the credit applications, contracts and disclosures, vehicle payoff information, credit bureau reports and notices relating thereto that are specifically designated by OttoMoto LLC as available to consumers, you will not show or display to any unauthorized person (including any customer), in printed form or in any other manner, any information on or related to the Site;

You will advise each credit applicant of the name and address of the financial institution(s) to whom the applicant’s credit application will be submitted prior to actual submission of their credit application through the Site; and

As required by applicable law, you will either (i) read verbatim or (ii) provide a printed copy of all credit application disclosures and/or notices set forth on the Site to each applicant and obtain each applicant’s consent to the terms in such disclosures and/or notices prior to submission of their application to any financial institution(s).

NO WARRANTIES

You acknowledge that there are certain security, corruption, transmission error and access availability risks with using open networks such as the Internet and you expressly assume such risks. Because user authentication on the Internet is difficult, OttoMoto LLC cannot and does not confirm any user’s purported identity.

THE SITE AND ANY APPLICATIONS, SERVICES, MATERIALS OR INFORMATION CONTAINED WITHIN THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE BASIS” WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, OTTOMOTO LLC DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT AND ANY WARRANTIES ARISING FROM THE COURSE OF DEALING OR PERFORMANCE. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS SITE AND ANY SITE-RELATED SERVICES OR INFORMATION OR MATERIALS.

IN ADDITION, OTTOMOTO LLC DOES NOT WARRANT THAT THE FUNCTIONS ON THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS IN OR ON THE SITE WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. OTTOMOTO LLC DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE SITE OR RESULTS OF THE USE OF THE SITE, SPECIFIC SERVICES OR APPLICATIONS PROVIDED THROUGH THE SITE, OR ANY MATERIALS OR INFORMATION ON THE SITE, IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, LEGAL COMPLIANCE OR OTHERWISE. YOU (AND NOT DEALERTRACK) ASSUME THE ENTIRE RISK OF ANY RELIANCE ON THESE MATERIALS. UNDER NO CIRCUMSTANCES WILL OTTOMOTO LLC BE LIABLE IN ANY WAY FOR ANY MATERIALS, INCLUDING, BUT NOT LIMITED TO, FOR ANY ERRORS OR OMISSIONS IN ANY MATERIALS OR INFORMATION, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY MATERIALS, INFORMATION OR RESULTS POSTED, EMAILED OR OTHERWISE RECEIVED OR TRANSMITTED VIA THE SITE.

NO RENDERING OF LEGAL ADVICE

IN NO WAY DOES ANY DATA, INFORMATION, CONTENT OR MATERIAL PROVIDED THROUGH THE SITE (INCLUDING WITHOUT LIMITATION, ANY CONTRACTS, DISCLAIMERS AND MENUS) CONSTITUTE LEGAL ADVICE. OTTOMOTO LLC IS NOT ENGAGED IN THE PRACTICE OF LAW OR IN PROVIDING LEGAL SERVICES. ACCESS TO, TRANSMISSION OR RECEIPT OF OR RELIANCE UPON CONTRACTS OR OTHER MATERIALS, DATA, CONTENT OR INFORMATION FROM THE SITE DOES NOT CREATE AND IS NOT INTENDED TO CREATE AN ATTORNEY-CLIENT RELATIONSHIP BETWEEN YOU OR ANY OTHER PERSON AND OTTOMOTO LLC. AS LEGAL ADVICE MUST BE TAILORED TO THE SPECIFIC CIRCUMSTANCES OF EACH CASE, AND LAWS ARE CONSTANTLY CHANGING, NOTHING PROVIDED HEREIN SHOULD BE USED AS A SUBSTITUTE FOR THE ADVICE OF COMPETENT COUSEL LICENSED IN THE APPLICABLE JURISDICTION WITH REFERENCE TO THE PARTICULAR CIRCUMSTANCES.

LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL OTTOMOTO LLC, ITS AFFILIATES OR ITS SUBSIDIARIES, OR THE RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SPONSORS, AND OTHER PARTNERS OF EACH BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR RELATING IN ANY WAY TO THE SITE, THE SERVICES AVAILABLE ON THE SITE, INFORMATION CONTAINED WITHIN THE SITE, OR RELIANCE ON ANY INFORMATION, MATERIALS OR RESULTS PROVIDED TO OR RECEIVED THROUGH THE SITE, EVEN IF OTTOMOTO LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OTTOMOTO LLC’S LIABILITY, IF ANY, RESULTING FROM YOUR USE OF THE SITE IS GOVERNED BY THE APPLICABLE AGREEMENT BETWEEN THE PARTY THAT AUTHORIZED YOU TO USE THE SITE AND OTTOMOTO LLC, IF ANY. ANY LIABILITY THAT OTTOMOTO LLC MAY HAVE PURSUANT TO SUCH AGREEMENT WOULD BE TO THE PARTY THAT AUTHORIZED YOU TO USE THE SITE AND NOT YOU PERSONALLY. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE AND/OR SITE-RELATED SERVICES, APPLICATIONS, MATERIALS OR INFORMATION IS TO STOP USING THE SITE AND/OR THOSE SERVICES, APPLICATIONS, MATERIALS OR INFORMATION.

INDEMNITY

You agree to indemnify, defend and hold OttoMoto LLC and its subsidiaries, affiliates, and the respective officers, directors, agents, partners, sponsors, employees and independent contractors of each harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of content, data, materials or information you submit, post to or transmit to or through the Site, your use of the Site or reliance upon any Materials provided through the Site, your connection to the Site, your violation of the Terms of Use, your use or disclosure of any content, data, materials or information received through the Site, your negligence, omissions or misconduct, your violation of any rights of another party, or your participation in or conducting of any transaction (or failure to conduct or complete a transaction) through the Site. This provision shall survive the expiration or termination of the Terms of Use and the applicable access agreement, lender agreement or other agreement between the party that authorized you to use the Site and OttoMoto LLC, if any.

CONFIDENTIAL OR PROPRIETARY INFORMATION

“Confidential or Proprietary Information” shall mean the nonpublic and/or proprietary information revealed by OttoMoto LLC, including without limitation all forms and types of financial, business, scientific, technical, economic or engineering information of OttoMoto LLC, and including without limitation, the applications provided through the Site. You agree to keep all Confidential or Proprietary Information acquired from OttoMoto LLC, whether in connection with your use of the Site or otherwise, confidential. You shall not use the Confidential or Proprietary Information except as expressly provided herein, and you shall not disclose the Confidential or Proprietary Information without express written permission from OttoMoto LLC. All Confidential or Proprietary Information shall remain the property of OttoMoto LLC and shall not in any manner be deemed licensed or transferred to you. You shall return or destroy all Confidential or Proprietary Information on OttoMoto LLC’s request, upon the termination of the Terms of Use, upon termination of your rights to use the Site, or upon termination of the access agreement or lender agreement under which you are authorized to use the Site.

You shall comply with all privacy and data protection laws, rules and regulations which are or which may in the future be applicable to your use of the Site or any applications, data or information provided on or through the Site. Without limiting the generality of the foregoing sentence, you agree that you will not use or disclose to any other party any nonpublic personal information which you receive in connection with the Terms of Use or through the Site, except as expressly permitted in the Terms of Use or by applicable law.

You acknowledge and agree that: (a) irreparable injury will result to OttoMoto LLC in the event of a breach by you of this obligation of confidentiality, (b) OttoMoto LLC’s remedy at law for such breach is inadequate and (c) OttoMoto LLC, in addition to any money damages for any such breach, shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages, and that OttoMoto LLC shall not be required to post bond as a condition of such relief. This provision shall survive the expiration or termination of the Terms of Use and the applicable access agreement, lender agreement or other agreement between OttoMoto LLC and the party that authorized you to use the Site.

NONDISCLOSURE OF CONFIDENTIAL OR PROPRIETARY INFORMATION

The Recipient of any Confidential or Proprietary Information from OttoMoto LLC shall not disclose or distribute the Confidential or Proprietary Information to any third-party, nor reproduce any  Confidential or Proprietary Information, except that the Recipient may disclose or reproduce the Confidential or Proprietary Information to the Recipient’s employees or agents who are required to have the information in order to evaluate or engage in discussions concerning a Proposed Transaction, and only to those representatives or employees who have signed a non-use and non-disclosure agreement in content at least as protective as the provisions hereof, prior to any disclosure of Confidential or Proprietary Information or use the Proprietary Information, except as required (i) in furtherance of the Purpose or (ii) as reasonably required by Recipient’s legal counsel, accountants or auditors.  The Recipient shall hold Confidential or Proprietary Information in confidence using the same degree of care the Recipient affords its own.  The Recipient shall receive, transmit and store all Confidential or Proprietary Information with at least industry standard security and encryption.

The Recipient shall have no obligation of confidentiality with respect to information received hereunder, which is  (a) already known to the Recipient at the time of disclosure as evidenced by written records of the Recipient produced for the Company’s inspection within 14 days of disclosure of the information; (b) either known or becomes publicly known without the wrongful act or breach of this Agreement; (c) rightfully received by the Recipient on a non-confidential basis from a third party with a lawful right to disclose; or (d) approved for release to a third party by the written authorization of the Company.

The Recipient shall not be liable to the Company for the disclosure of Confidential or Proprietary Information that he is obligated to be disclosed by applicable law or court order provided that if such disclosure becomes necessary, the Recipient promptly notifies the Company in writing of such demand or obligation to enable the Company to seek, at its sole discretion, the appropriate remedy, or relief.  Further, the Recipient agrees to furnish only that portion of the Confidential or Proprietary Information which is legally required to be disclosed.  In no event shall any provision in this Agreement be interpreted to require either the Recipient to violate any lawful order.

Any information related to and provided for the Proposed Transaction and/or Purpose which is disclosed by the Company to the Recipient shall be treated as Confidential or Proprietary Information. All other information disclosed by the Company to the Recipient shall not be considered Confidential or Proprietary Information unless the Company indicates to the Recipient at the time of such disclosure that the information is proprietary and within thirty (30) days of such disclosure provides the Recipient with an appropriately marked writing which identifies the Confidential or Proprietary Information.

All Confidential or Proprietary Information (including, without limitation, all copies, extracts and portions thereof) is and shall remain the sole property of the Company.   Nothing in this Agreement shall be construed to grant the Recipient any right, title, interest, or license in any Confidential or Proprietary Information received hereunder other than the right to evaluate such Confidential or Proprietary Information for the purpose of exploring of any business purpose or Proposed Transaction.

SECURITY

USE OF THE SITE IS RESTRICTED TO OTTOMOTO LLC AND ITS AUTHORIZED USERS. UNAUTHORIZED USE OF THE SITE INCLUDING, BUT NOT LIMITED TO, UNAUTHORIZED ENTRY INTO THE SITE, MISUSE OF PASSWORDS, OR MISUSE OF ANY INFORMATION WITHIN THE SITE IS STRICTLY PROHIBITED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU HEREBY ACKNOWLEDGE AND AGREE THAT IT IS A VIOLATION OF THE TERMS OF USE TO LOG ONTO THE SITE WITH A LOGIN ID AND PASSWORD THAT WAS NOT ASSIGNED TO YOU PERSONALLY. YOU AGREE TO KEEP YOUR LOGIN ID CONFIDENTIAL AND TO IMMEDIATELY NOTIFY OTTOMOTO LLC IF YOU LEARN THAT THE SECURITY OF YOUR LOGIN ID AND/OR PASSWORD HAVE BEEN COMPROMISED AND/OR IF YOU SUSPECT THAT ANYONE OTHER THAN YOURSELF HAS ACCESSED THE SITE WITH YOUR LOGIN ID AND PASSWORD.

You agree not to use any functions on the Site which you are not authorized to use. Without limiting the generality of the foregoing, you agree not to use the Site to obtain credit bureau reports in any manner that would violate applicable federal, state or local laws. You agree to access and/or enter information on the Site with respect to the entity by which you are employed only, and not to access any other entity’s information.

MODIFICATION OR TERMINATION OF THE SITE

OttoMoto LLC reserves the right to withdraw, suspend or discontinue at any time and from time to time the Terms of Use, any Materials available on the Site and any functionality or features in or on the Site, including the cessation of all activities associated with the Site, with or without notice. OttoMoto LLC reserves the right to change or modify the Terms of Use at any time. Any change or modification made by OttoMoto LLC will be effective immediately upon posting on the Site and your continued use of the Site means that you have agreed to accept any changes or modifications made by OttoMoto LLC. OttoMoto LLC recommends that you revisit this web page from time to time. Not all Materials are available in all geographic areas. OttoMoto LLC may, from time to time, introduce new Materials to the Site or modify or delete existing Materials. By using new Materials, such as new services, you agree to be bound by the rules concerning these Materials.

LIMITED DISTRIBUTION AND TERRITORIAL CONSIDERATIONS

This Site is controlled and operated by OttoMoto LLC from its offices within the State of Georgia, U.S.A. OttoMoto LLC makes no representation that materials in the Site are appropriate or available for use in other locations. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Use of or access to the Site shall not be construed as the purposeful availment of the benefits or privilege of doing business in any state other than the State of Georgia by OttoMoto LLC.

GOVERNING LAW AND JURISDICTION

The Terms of Use shall be governed by, construed and enforced in accordance with the laws of the State of Georgia, as it is applied to agreements entered into and to be performed entirely within Georgia and without giving effect to any principles of conflicts of laws. You agree that any legal lawsuit or other action brought by OttoMoto LLC, you or any third party to enforce this agreement, or in connection with any matters related to this Site, shall be subject only to the jurisdiction of the superior  courts located in   Forsyth County,Georgia or the federal courts located in Atlanta, Georgia and you hereby expressly waive any challenge to the jurisdiction or venue of such courts.

ADDITIONAL TERMS APPLICABLE TO USE OF CREDIT BUREAU SERVICES

The following terms shall apply to your use of the credit bureau service, if any:

You represent, warrant and covenant that:

You will not use the credit bureau application for any purpose that is improper or that violates the Terms of Use or any applicable federal, state or local law, rule or regulation;

You will comply with all applicable federal, state and local laws relating to your acquisition and use of credit information and other and other personally identifiable financial information, including, without limitation, the Fair Credit Reporting Act as amended by the Consumer Credit Reporting Reform Act of 1996, 15 U.S.C 1681 (“FCRA”), and Title V of the Gramm-Leach-Bliley Act, 15 U.S.C. 6801 – 6810 and its implementing regulations wherever promulgated;

With respect to California consumers, you shall comply with all applicable provisions of the California Consumer Credit Reporting Agencies Act, Cal. Civ Code et seq., as amended, and hereby certify that (i) you are using the credit bureau application in connection with your employment by a “retail seller” as that term is define in Cal. Civ. Code 1802.3 that issues credit to consumers who appear in person on the basis of applications submitted in person, (ii) prior to requesting a consumer report through the Site, you have inspected the applicant’s photo identification; (iii) you will only use the appropriate code number designated by the applicable credit reporting agency for accessing consumer reports for California consumers, (iv) if the address on the consumer credit report does not match the address on the application, you will take reasonable steps to verify the accuracy of the consumer’s address, and either communicate with the consumer by telephone or in writing to confirm that the credit transaction is not the result of identity theft; and (v) if you receive a consumer credit report with a clearly identifiable notification, consisting of more than a tradeline, that information in the report has been blocked as the result of identity theft, you will not extend credit without taking reasonable steps to verify the consumer’s identity and to confirm that the credit transaction is not the result of identity theft. This clause does not limit or otherwise restrict your duty to comply with clause (b) above;

With respect to Vermont consumers, you agree to comply with 9 Vermont Stat. Ann. 2480e and 2480g, and expressly agree to obtain the consumer’s consent before requesting a consumer report through the Site to the extent and in the manner required by Vermont law. This clause does not limit or otherwise restrict your duty to comply with clause (b) above; and

You will make inquiries and use any consumer reports you receive only for the following purpose and no other purpose: In connection with a credit transaction involving the consumer on whom the information is to be furnished and involving the extension of credit to, or review or collection of an account of the consumer.(THE FCRA PROVIDES THAT ANY PERSON WHO KNOWINGLY AND WILLFULLY OBTAINS INFORMATION ON A CONSUMER FROM A CONSUMER REPORTING AGENCY UNDER FALSE PRETENSES SHALL BE FINED UNDER TITLE 18, OR IMPRISONED NOT MORE THAN TWO YEARS, OR BOTH.)

You shall use each consumer report only for a one-time use and will hold in strict confidence each consumer report you receive and not distribute a copy to any other party, except as required or permitted by any law or other lawful order.

ADDITIONAL TERMS APPLICABLE TO OTTOMOTO DIGITAL FINANCING PLATFORM

The following terms shall apply to your use of the OttoMoto Digital Financing Platform service, if any:

You represent, warrant and covenant that:

You shall provide each consumer with a legible paper copy of any contract that will be transmitted through the Site before the consumer executes any such contract and, if required by applicable law, you will timely provide the consumer with an exact copy of the fully-executed contract;

Each paper copy of contracts provided to consumers pursuant to clause (a) above will comply with all requirements of applicable law;

You will promptly disclose to each consumer, before the first instance where the consumer is directed to apply an electronic signature, that affixing an electronic signature is legally binding to the contract as a whole or to specific terms and provisions of the contract, as the context may be; and

You will not modify any contract other than to provide information in the fields designed to be customized.

You will comply with the  OttoMoto LLC System Rules for OttoMoto Digital Financing Platform and Vaulting Services for Three Party Contracts attached hereto as Exhibit A.

Disclaimers

IN NO WAY LIMITING THE DISCLAIMERS SET FORTH ABOVE, OTTOMOTO LLC MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING ANY CONTRACTS OR AGREEMENTS (COLLECTIVELY “CONTRACTS”) PROVIDED THROUGH THE SITE, AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS REGARDING THE ACCURACY, COMPLETENESS, ENFORCEABILITY, LEGALITY, VALIDITY, BINDING EFFECT OR ADEQUACY OF SUCH CONTRACTS.

EXHIBIT A

OTTOMOTO LLC SYSTEM RULES FOR

    1. Client Programs.  Each Client Program (as defined hereinafter) to be provided by OTTO shall be evidenced as set forth in this Paragraph, with the pricing and payment terms provided by OTTO to Client for the specified OTTOMOTO™ Products to be set forth in each Client Program Proposal (as defined hereinafter).  OTTO agrees to provide each Client Program in accordance with the Client Specifications (as defined hereinafter).
      1. Client Program and Specifications. “Client Program” shall mean the offering more particularly detailed in one or more proposals, Sales Quotes and/or Sales Orders provided by OTTO to Client (each being referred to as a “Client Program Proposal”) and the “Client Specifications” shall mean the program details that are set forth in each Client Program Proposal.  The pricing and payment terms provided by OTTO to Client for the specified OTTOMOTO™ Products shall be set forth in each Client Program Proposal.
      2. Agreed Client Programs. Each Client Program shall be deemed to be agreed by the parties when evidenced by a signed Sales Order from OTTO detailing the Client Program and Client Specifications and a Purchase Order from Client accepting the Sales Order from OTTO, with any amendments or alterations to the foregoing being evidenced by a revised Sales Order and Purchase Order.  If there are additional Client Specifications to be included in the Client Program that are not included in the Client Program Proposal, same shall be acknowledged by the parties by signing the writing on which they appear and upon doing so, such Client Specifications shall be added to and become a part of the agreed Client Program.  Each Client Program may include multiple Client Program Proposals relating to different OTTOMOTO™ Products that are being provided as part of the Client Program.
      3. Multiple Client Programs. The parties acknowledge and agree that this Agreement contemplates the possibility of multiple Client Programs being made a part hereof, and if the parties agree to multiple Client Program Proposals with respect to any particular Client Program, or to multiple Client Programs, the parties acknowledge and agree that same shall be evidenced by additional specific Sales Orders and Purchase Orders which shall detail the agreement of the parties as described above.
      4. Provision of Digital Financing Platform and Software Solutions. Each Client Program shall include access to certain features of the Digital Financing Platform through a username and password that will be provided by OTTO to Client prior to the launch of the Client Program.
    2. Features Included.  OTTO and Client acknowledge and agree that this Agreement is intended to cover a broad range of OTTOMOTO™ Products offered by OTTO and that not all Client Programs will include all of the features described herein.  Accordingly, it is the intention of the parties that only the provisions hereof that relate to the particular Client Program being provided by OTTO shall apply.
    3. Software Solutions; Digital Financing Platform Capabilities and Performance.  As part of the offering of OTTOMOTO™ Electronic Content, OTTO provides certain program reporting, data collection, and rules and regulations (the “Software Solutions”) which have been demonstrated to Client and which are set forth in the Client Program Proposal.  OTTO represents and warrants to Client the following: (a) that the Software Solutions shall meet the requirements of the Client Program and the Client Specifications; (b) that it shall provide the Software Solutions described in Schedule 1 attached hereto and incorporated herein by this reference in accordance with the minimum system requirements and specifications set forth therein; and (c) that the Digital Financing Platform and the Software Solutions shall have functionality and features which comply with the Client Specifications.
    4. Mobile Content.  If included in the Client Program Proposal, OTTOMOTO™ Products shall include an opt-in mobile content delivery system driven by software and a technology platform that includes the delivery of optimized rich mobile content, including the mobile OTTOMOTO™, by way of MMS, Mobile Web, WAP and SMS messaging across all major operating systems, carriers and mobile phones and PDA devices, and references in this Agreement to content available for mobile devices shall only apply if such mobile content is being provided.
    5. Additional OTTOMOTO™ Products.  In addition to OTTOMOTO™ Electronic Content, the Client Program may include other OTTOMOTO™ Products which shall be provided by OTTO at prices that will be set forth in separate Client Program Proposals which, when accepted by Client, shall become part of the Client Program.
    6. Conditions of Sale.  All sales of OTTOMOTO™ Electronic Content and other OTTOMOTO™ Products shall be subject to OTTO’s standard terms and conditions in effect from time to time which govern prepayment, extension of credit and other terms and conditions of the sale.
    7. Collection and Ownership of Participant Data.  As part of the Client Program, OTTO shall collect for the use and benefit of Client certain data from participants (“Participant Data”), all as more particularly set forth in the Client Program Proposal.  All Participant Data collected shall belong exclusively to OTTO.  OTTO shall provide Participant Data either periodically or at the conclusion of the Program, all as more particularly specified in the Client Program Proposal.
    8. Information Regarding Intellectual property.  All Client Programs containing OTTOMOTO™ Electronic Content shall include such information regarding OTTO’s Intellectual Property as OTTO deems appropriate based on input from Client as a part of the website on which the OTTOMOTO™ Electronic Content appears, with the location of same to be determined by OTTO in the exercise of its reasonable discretion after consultation with Client.
    9. Ownership of Intellectual Property.  Client acknowledges and agrees as follows:  (a) that the Digital Financing Platform, the Software Solutions and the concepts and development involved in providing the Client Program belong solely to OTTO; (b) that OTTO is constantly changing and improving its offerings of OTTOMOTO™ Products to address the needs of its clients and the marketplace; (c) that the design, development, engineering, provision and delivery of the Digital Financing Platform, the Software Solutions and the Client Program (the “OTTOMOTO™ Platform Intellectual Property”) is primarily the result of the efforts of OTTO with input from Client; (d) that OTTO intends to use the OTTOMOTO™ Platform Intellectual Property in the development of additional solutions that it will offer to its clients and their customers in the future; and (e) that Client has no right, title or interest in and to the OTTOMOTO™ Platform Intellectual Property or the Client Program other than those rights and privileges granted herein.