(Version 01.31.25)

This document sets forth the terms and conditions pursuant to which Edmunds.com, Inc. (referred to below as "we," "our" or "Edmunds") provides advertising, marketing and other products and services to dealerships, and is referred to below as this "Agreement." When a dealership (referred to below as "you," "your" or "Dealership") submits to Edmunds any order form, or an on-line sign-up form, for advertising, marketing or other products and/or services and Edmunds accepts it (an "Order Form"), this Agreement will govern the provision by Edmunds of the products and/or services specified in that Order Form.

1. Order Forms: The specific advertising, marketing or other products and/or services to be provided by Edmunds, including the Edmunds vehicle inventory listing service and any widgets or tools to be provided by Edmunds (for example, Edmunds CarCode®, the Edmunds Trade-In Tool and the Edmunds Instant Cash Offer Tool) (collectively, the "Services"), and the fees for the Services (the "Fees"), are set forth in one or more Order Forms, and this Agreement is incorporated into and made a part of each Order Form. In the event of any conflict between the terms of this Agreement and the terms of an Order Form, the terms of that Order Form will control. Hand-written modifications to this Agreement made by you or anyone acting on your behalf will not be effective or binding on Edmunds unless initialed or otherwise approved in writing by legal counsel for Edmunds. From time to time, Edmunds may elect to reflect in the form of an email or other electronic communication to Dealership (i) the Services (or elements of a Service) that Edmunds will be providing, and/or (ii) Dealership's or Edmunds' request for a modification or of supplement to the terms of an Order Form (including a modification or supplement to the Fees for a Service), and/or (iii) other matters relating to a particular Service. Upon the acknowledgement of, or consent by, Dealership to the provision of those Services, or to such modification or supplement (including where Dealership does not opt out of those Services or such modification or supplement following opportunity to do so), that electronic communication will be deemed an "Order Form" (or a modification or supplement to a prior Order Form) for purposes of this Agreement.
2. Payment Terms: Dealership agrees that each invoice for Fees is due upon receipt and that any Fees not paid by the date that is 30 days after the invoice date will bear interest at the lower of 1.5% per month or the highest rate permitted under applicable law. For billing purposes only, Fees payable under each Order Form may be treated by Edmunds as independent of each other. Edmunds may increase the Fees for any Service at any time on not less than 30 days' prior notice to Dealership.
3. Term and Termination of Order Forms: The term of each Order Form will commence on the actual launch date for the Services specified in that Order Form, and will continue until terminated by one of the parties as provided in this Agreement. If, after an Order Form is accepted by Edmunds, the launch date does not occur within a reasonable time, Edmunds may withdraw that acceptance and cancel that Order Form. Should either party choose to terminate the term of an Order Form or any Service specified in an Order Form, such party may do so by giving not less than 30 days' prior notice to the other party in the manner set forth in Section 18. In addition, Edmunds has the right to terminate the term of an Order Form (or, at our election, suspend rendering any or all of the Services specified in that Order Form) immediately in the event: (i) you fail to pay any Fees when due, (ii) you otherwise breach any provision of this Agreement, any Order Form or any document referred to in any Order Form, (iii) any of the Services specified in that Order Form are deemed by Edmunds or alleged or determined by any governmental authority to violate any law, rule or regulation, or (iv) Edmunds determines in the exercise of its reasonable discretion that you have abused any of the Services that Edmunds provides to you. In the event of termination of an Order Form by either party, all Fees owed under that Order Form will become immediately due and payable. Since Edmunds offers many of the Services as a "suite" of services, if either party terminates the term of any Order Form or any Service specified in an Order Form, other than in connection with your termination of all Services, you may not be entitled to any reduction in the total amount of the Fees.
   
   Since this Agreement covers all Order Forms, and contains provisions that are intended by the parties to survive the termination of all Order Forms, all of the provisions of this Agreement that by their nature ought to survive the Order Forms will continue in full force and effect and will not be subject to termination by the parties, even if an Order Form is terminated or if this Agreement is terminated or purported to be terminated.
4. Dealer-Supplied Information: You acknowledge and agree that you are responsible for ensuring that all vehicle, dealership and other information, and/or content or components thereof, provided or made available to Edmunds (by you, your agents and/or your third-party service providers) for use by Edmunds in connection with the advertising and promotion of your dealership(s) or vehicles, including any videos or photos, any vehicle data, and any disclaimers, conditions or other consumer disclosures to be displayed in such advertising and promotions (collectively, your "Information"), are "Compliant" — which means that your Information is accurate, complete and clear; complies with all laws, rules and regulations; is not misleading or deceptive; does not violate the rights of any third party; does not offer or disseminate any fraudulent goods, services, schemes or promotions; and does not include any malicious code, including viruses, trojan horses, worms, time bombs or any other computer programming that may damage, interfere with, surreptitiously intercept or expropriate any system, program, data or personal information of any person or entity.
   
   You also acknowledge and agree that (i) you are responsible for updating in a timely manner any of your Information that ceases to be Compliant, (ii) Edmunds does not have the ability or obligation to determine whether your Information is Compliant and, accordingly, you will bear the consequences to the extent that any of your Information is not Compliant, and (iii) Edmunds does not have the ability or obligation to determine whether the videos or photos provided or made available for a particular vehicle or vehicles you offer for sale are of that vehicle or vehicles or are "stock" videos or photos and, therefore, does not have the obligation to label as "stock" in any vehicle advertisement any of the videos or photos provided or made available to Edmunds; and, accordingly, you will bear the consequences to the extent that any of such videos or photos are not Compliant.
   
   In some states, the advertised price for a vehicle is required to include any dealer document/processing/vehicle preparation fee or similar charge. If you are offering new vehicles for sale through Edmunds in one of those states, Edmunds will facilitate your compliance with that requirement by soliciting that information from you. However, if you are offering used vehicles for sale through Edmunds in one of those states, you are responsible for assuring that the advertised price you provide to Edmunds for display includes all such charges.
5. Transaction-Related Data: You agree that Edmunds may obtain (i) data regarding the status of a "Lead" (as defined in Section 8) and (ii) vehicle sales data from Dealership's dealer management system, customer relationship management system, inventory management system and/or such other dealership system as Dealership may elect to use (such system(s) being hereinafter referred to as your "Dealership System" and such data being hereinafter referred to, collectively, as the "Transaction-Related Data"), on the condition that the Transaction-Related Data is used by Edmunds only for the following purposes: (a) consumer, vehicle and industry research and reference, including (x) evaluation of Lead performance and the performance of Edmunds Ad Solutions (see Section 10), and (y) use for the generation of, the verification and/or adjustment of, Edmunds' True Market Value® prices, True Cost to Own® data and True Cost of Incentives® data, (b) the generation and dissemination of market analyses and other "market intelligence" data, (c) improving Edmunds' products and services, and (d) billing of the Services. Under no circumstances will Edmunds (I) use the Transaction-Related Data in a manner that would disclose to a viewer of the desktop or mobile versions of any Edmunds website or the Edmunds mobile app (collectively, the "Edmunds Websites"), or any other third party, the name of Dealership or any consumer, or (II) sell or otherwise license the Transaction-Related Data to any other person or entity.
   
   Notwithstanding the forgoing, Edmunds may (A) provide the Transaction-Related Data to third-party service providers who provide services to or on behalf of Edmunds, or who assist us to improve our data or our products and services or to better understand their value to our visitors or to the persons or entities with which we do business ("Service Providers"), on the condition that each such Service Provider agrees to maintain the confidentiality of the Transaction-Related Data, (B) provide the Transaction-Related Data to Facebook, if you subscribe to Edmunds Ad Solutions, for the purpose of evaluating the performance of that Service, and (C) communicate to an individual Transaction-Related Data relating to a Lead submitted by that individual. Dealership acknowledges Edmunds may engage the services of one or more Service Providers to obtain and transmit the Transaction-Related Data from your Dealership System to Edmunds (unless otherwise agreed, at Edmunds' sole cost and expense). If you provide access to your Dealership System for the purpose of Edmunds' obtaining Transaction-Related Data or otherwise facilitate the transfer of Transaction-Related Data to Edmunds, such actions will constitute your consent to such access to your Dealership System and the use of the Transaction-Related Data as described herein, even if such permission has previously been withheld.
6. Receipt, Use and Sharing of Other Data: Edmunds may, in the course of performing the Services, obtain other data relating to you and your business. If you subscribe to Edmunds' inventory listing Service, you agree that Edmunds may obtain your inventory listings and related inventory data from you, your agents and/or your third-party service providers, including your "Dealership System" (as defined in Section 5). If you provide access to your Dealership System for the purpose of Edmunds' obtaining your inventory data or otherwise facilitate the transfer of inventory data to Edmunds, such actions will constitute your consent to such access to your Dealership System and the use of the inventory data as described herein, even if such permission has previously been withheld.
   
   Except as otherwise provided herein with respect to "Transaction-Related Data" (as defined in Section 5) or "Ad Solutions Data" (as defined in Section 10), you agree that Edmunds may use such data and may provide such data to (i) our Service Providers, subject to the requirements set forth in Section 5), and (ii) except for any such data that is "Personal Information," as defined below, or any data that is subject to an in-force confidentiality covenant by Edmunds, to entities that assist us in providing the Services, including in connection with advertising and marketing services provided on behalf of Edmunds on third-party properties (for example, Facebook and Google). In addition, Edmunds may use such data (other than Personal Information) for (a) consumer, vehicle and industry research and reference, such as for the generation, verification and/or adjustment of Edmunds' True Market Value® prices, True Cost to Own® data and True Cost of Incentives® data, (b) the generation and dissemination of market analyses and other "market intelligence" data, (c) improving Edmunds' products and services.
   
   If one of your stores holds a franchise to sell new vehicles, Edmunds may, to the extent permitted by applicable law, share data it obtains from you (including the types of data described in the sections of this Agreement describing "CarCode" (as defined in Section 9) and "Ad Solutions" (as defined in Section 10), as well as data generated through the implementation of widgets or tools provided by Edmunds) — as well as any other information concerning your websites or customers that Edmunds may have or obtain — with the manufacturer or distributor who granted you that franchise and with any of their affiliates and their respective agents and third-party service providers. In addition, if you (or that manufacturer or distributor) engage a third party to operate or manage any of your websites or to procure or arrange for the procurement of any Services for you, Edmunds may share any such data and information with that third party and, at your request, with other third parties engaged by you.
   
   However, please note that Edmunds does not share your Leads, or the personal information of individuals who submit Leads to you, with any other dealer or dealer group.
   
   Edmunds may retain, use and disclose "Personal Information" for purposes that are set forth or are referenced in any privacy addendum or agreement that Edmunds enters into with you or for your benefit, as well as other allowable "Business Purposes" under the applicable consumer privacy laws. ("Personal Information" means any information that Edmunds receives from you that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly to, a particular consumer or household.)
   
   You consent to the use and sharing of data as described in this Section 6.
7. Recording of Calls: From time to time Edmunds may engage Service Providers to provide a toll-free number that Edmunds may display for purposes of inducing calls to you, which will track the use of such number. These Service Providers will, unless you expressly request otherwise, make a recording of those calls. Those recordings may be used by you for quality assurance, training and related purposes. When recording of such a call is activated, each caller to you will be notified of the fact that recording is occurring.
8. Edmunds Vehicle Listing Service: Edmunds' vehicle listings service (the "Vehicle Listing Service") consists of (i) the display of listings of your new vehicles and/or (ii) the display of listings of your used vehicles on Edmunds Websites and, at Edmunds election, on third-party websites selected by Edmunds from time to time, such as Facebook Marketplace.
   
   If you (or one of your service providers) provide to Edmunds your offer price for a vehicle to be included in the Vehicle Listing Service, you acknowledge and agree that (a) subject to the exception in clause (b), Edmunds will display publicly that offer price for that vehicle, and consumers will not be required to submit a lead form to see it, or (b) if you sell makes that are subject to OEM MAAP rules, we will display publicly the MSRP you provide to us for that vehicle. In certain cases, we may provide to a consumer by email an exclusive price you provide to us for this purpose. In all cases, you agree to honor the price for the vehicle that you provide to us for display, for the period for which you have specified to us (or, if no period is specified, until your Information for that vehicle reflects a different price), and on the terms and subject to the conditions that are included in your Information for that vehicle (subject only to the prior sale of that vehicle).
   
   If we list your vehicles on Facebook Marketplace, you agree to, and will comply with, the Facebook Commerce Product Seller Agreement (currently available at www.facebook.com/legal/commerce_product_merchant_agreement) and the Facebook Non-discrimination Policy (currently available at www.facebook.com/policies/ads/prohibited_content/discriminatory_practices).
   
   The Vehicle Listings Service, together with certain other Services, generate vehicle "Leads" (that is, expressions of interest by a consumer in a specific vehicle identified by year/make/model or by vehicle identification number that are submitted to Edmunds for transmission to dealers). Edmunds is not obligated to provide you with a minimum number of Leads. Edmunds does not guarantee any sales as a result of your use of such Service(s) and your obligation to pay the Fees is unconditional and not dependent on any such sales. You agree not to resell or otherwise transfer to another dealership or any other person or entity any Leads (or any data included in any Leads) delivered to you by Edmunds.
9. Edmunds CarCode®: Edmunds CarCode® ("CarCode") is a service that provides for communications between you and your potential and actual customers ("Customers"), initiated either by a Customer, by you or, for the one CarCode feature described below, by Edmunds, through (i) text messaging using your desktop or mobile website, or any Edmunds Website, (ii) "chat" communications using your desktop or mobile website, or any Edmunds Website, (iii) "social media" communications using Facebook Messenger, WhatsApp, Google Business Messages and any other third-party services that are included in CarCode from time to time. The provisions of this Agreement that relate to CarCode are operative and binding on Edmunds and you if either (i) you have entered into an Order Form for CarCode, or (ii) you or one of your salespeople logs into or otherwise uses CarCode.
   
   You acknowledge and agree that (i) CarCode is solely a platform for facilitating the transmission of text communications with Customers at their cell phone numbers (and for facilitating "chat" or social media communications between you and Customers, if that component of CarCode is being used by you or on your behalf), (ii) communications are initiated either by you (as described below), by Customers or by Edmunds (as also described below); (iii) Edmunds does not provide or source any cell phone numbers of Customers; and (iv) Edmunds does not control the content, timing, frequency or recipient of the marketing or other business communications between you and Customers.
   
   You agree that you will use CarCode in the manner in which it was designed, which (other than for the one feature described below) does not include any current or future mechanism or capacity for the automated dialing of cell phone numbers. You agree that you will not attempt to modify CarCode or install or use any "plug in" software in connection with CarCode.
   
   You agree that you will use CarCode, and the telephone numbers of Customers you obtain through CarCode (or you obtain independently and use in CarCode), in a manner that is compliant with all laws, rules and regulations governing such activity, including the Telephone Consumer Protection Act ("TCPA") and Federal Communications Commission regulations promulgated thereunder, any state laws that address the transmission of messages to consumer mobile devices, the National Do Not Call Registry, and/or any similar state registry. You agree not to use CarCode for any purpose that is illegal or is otherwise prohibited by applicable law, rule or regulation.
   
   While we do not believe that, for most if not all uses of CarCode, any express consent is required from Consumers pursuant to the TCPA, we have elected to display a consent solicitation to Customers. From time to time we may provide to you the opportunity to substitute your consent solicitation in lieu of our provision. If you elect to do so, we will use reasonable efforts to use your substituted consent solicitation when you use CarCode; and you agree to assume all risk and liability, if any, arising from the use of your substituted consent solicitation.
   
   You acknowledge and agree that (x) a Customer has the right at any time to notify you that he or she does not want to receive any further communications from you, (y) such notification may include any of the words STOP, END, CANCEL, UNSUBSCRIBE or QUIT, but need not do so, and (z) if you receive any communication from a Customer that can reasonably be interpreted as that Customer's notice that he or she does not want to receive any further communications from you, you will immediately cease all such communications through CarCode (until such time, if any, as that Customer initiates, through CarCode, a new communication).
   
   You are advised, and you acknowledge and agree, that Edmunds and its Service Providers that are used to provide CarCode (including any social media websites or applications from which a Customer elects to initiate the use of CarCode) will intercept and have access to the communications between you, your salespeople whom you designate to use CarCode on your behalf (as described below), and each Customer who uses CarCode, including the content, timing, frequency and recipient of those communications; the phone number of each Customer; any CarCode phone numbers that are provided by Edmunds to you; and all "metadata" concerning your and your Customers' use of CarCode. Edmunds does not, however, use any of that information in a manner that would reasonably be expected to be detrimental to your interests (for example, by using that information to solicit a Customer to do business with a different dealer).
   
   CarCode includes a feature that allows you to initiate text communications to a cell phone number that you designate, by manually entering that cell phone number and a message that you create into CarCode and asking that Edmunds forward that message to that cell phone number. This feature is referred to as "Dealer-Initiated Texting." You agree that you will use Dealer-Initiated Texting only to initiate a text communication to a Customer for which you have determined that you have, at that time, either the necessary consent from that Customer or the necessary pre-existing business relationship with that Customer, as those are determined under all applicable laws, rules and regulations.
   
   Each time you elect to use Dealer-Initiated Texting to initiate a text communication to a new cell phone number, Edmunds uses a Service Provider to determine whether the cell phone number you have entered into CarCode is then on the National Do Not Call Registry and/or any similar state registry. That Service Provider requires that you agree that, if you obtain information from or through CarCode that a telephone number of an individual is on National Do Not Call Registry and/or any similar state registry, you will not provide or distribute that information to any other person or entity (other than your designated salespeople); and, accordingly, you agree to comply with this provision.
   
   CarCode also may from time to time include a feature that you may elect to include that (i) connects the CarCode platform to the database of your Customers whose vehicles are in-house for repairs or maintenance; (ii) allows CarCode to obtain the names and cell phone numbers of the categories of those Customers that you designate; (iii) causes Edmunds to send each of those Customers, on your behalf, a text message through the CarCode platform soliciting his or her interest in selling that vehicle to you; and (iv) if a Customer desires to pursue that opportunity, provides that Customer with a link to an instance of your Edmunds Instant Cash Offer tool so that Customer can obtain a purchase offer from you. Accordingly, use of this feature requires that (I) you subscribe to the Edmunds Instant Cash Offer tool and participate in CarMax's MaxOffer program (see Section 13); and (II) you have determined that you have, at all times at which this feature is in operation, either the necessary consent from each of those Customers or the necessary pre-existing business relationship with each of those Customers, as those are determined under all applicable laws, rules and regulations, to engage in Dealer-Initiated Texting to those Customers.
   
   Except for this feature or as requested by a Customer, Edmunds does not use CarCode to initiate any communications with your Customers.
   
   CarCode permits you to provide the cell phone numbers of your designated salespeople and other personnel to Edmunds (your "Designated Personnel"). Those numbers are used by Edmunds to transmit to your Designated Personnel text communications from Edmunds, including automated text communications. By providing the numbers of your Designated Personnel you will be "opting in" to those individuals receiving text messages from Edmunds and Customers. You represent and warrant that you have all necessary consents from your Designated Personnel to provide to Edmunds the numbers you elect to provide, that you have advised your Designated Personnel that they will be receiving text messages on their cell phones from Edmunds, that you will provide accurate numbers to Edmunds for those individuals, and that you will be responsible for any error or omission in the information you provide to Edmunds for this purpose. You agree that, at such time as one of your Designated Personnel whose number has been provided to Edmunds ceases to be employed by you or withdraws that consent, you will remove his or her number from CarCode so that he or she does not continue to receive such text messages. Please be advised, and advise your Designated Personnel, that message and data rates may apply to texts they receive or send through CarCode.
   
   You may delegate some or all of your usage of CarCode to a third-party service provider that you designate (for example, to respond on your behalf to communications from Customers), either in addition to or in lieu of having your staff do so. In such case, you will remain responsible for the use of CarCode by such service provider to the same extent as if such use were by your own staff. You will also be responsible for terminating access to CarCode for such service provider at such time, if any, as you determine to cease using the services of such service provider.
   
   Alternatively, you may delegate to a Service Provider engaged by Edmunds the responsibility for responding to communications from Customers. You acknowledge and agree that Edmunds is not responsible for the performance of the services of that Service Provider, including the content, timing, frequency or recipient of any communications by that Service Provider to Customers.
   
   Ekata, Inc. Provisions: Edmunds may from time to time obtain from Ekata, Inc., formerly known as Whitepages, Inc. ("Ekata"), certain information concerning the name and certain other personal information of Customers and provide some or all of that information to you. The information that Edmunds obtains from Ekata and delivers to you is referred to as the "Ekata Data."
   
   It is a condition to your use of any Services that provide you with Leads that you agree to the following:
   
   

   (i) You represent and warrant that (a) you will comply with the "Ekata Terms" (set forth below); (b) you acknowledge and agree that the Ekata Data is provided to you on an "as is" basis without warranties of any kind; (c) you acknowledge and agree that Ekata will not be liable to you in any manner in connection with your use of the Ekata Data; and (d) you agree to indemnify, defend, and hold harmless Ekata from and against all claims, actions, and judgments arising out of your use of the Ekata Data. You agree that Ekata is a third-party beneficiary of the forgoing with the right to enforce the Ekata Terms.

   (ii) The following are the "Ekata Terms":

   You may only use the Ekata Data for your own internal use, and may not:

   (a) use the Ekata Data for marketing purposes except to respond to an inquiry, application, purchase or transaction or unless contact previously has been initiated with you by the Customer to whom the Ekata Data pertains;

   (b) publish, offer, sell, license, transmit, distribute or reproduce the Ekata Data via any means (other than to your affiliates (that is, companies that control, are controlled by, or are under common control with you)); provided that such affiliates are notified of, and abide by, the restrictions of this paragraph (b);

   (c) use the Ekata Data in violation of any applicable law, rule or regulation (for example, the TCPA, the Fair Credit Reporting Act (the "FCRA"), etc.) or in violation of any third-party legal right;

   (d) use the Ekata Data to violate, if applicable, the requirement regarding registration, certification and payment in connection with access to and use of the National Do-Not-Call Registry;

   (e) store or reproduce the Ekata Data for purposes other than the purposes set forth herein (and storage or reproduction of the Ekata Data for resale is expressly prohibited); or

   (f) use the Ekata Data for file download online in a fixed page format.

   However, Ekata has acknowledged that certain of the Ekata Data may be accessed or otherwise known or obtained by you other than from or through Ekata (for example, directly from a Customer). Such data, when otherwise known or obtained by you, is referred to as "Alternatively Sourced Data." Ekata has agreed that none of the forgoing restrictions imposed on your use or dissemination of the Ekata Data is applicable to your use or dissemination of any Alternatively Sourced Data.

   You accept all Ekata Data "AS IS" and acknowledge and agree that Ekata obtains its data from third-party sources, which may or may not be completely thorough and accurate, and you agree not to rely on Ekata for the accuracy or completeness of the Ekata Data. Furthermore, you acknowledge that the Ekata is not a "consumer reporting agency,"" as that term is defined in the FCRA, and that the Ekata Data does not constitute "consumer reports" as defined in the FCRA. Accordingly, the Ekata Data may not be used as a factor in determining eligibility for credit, insurance, employment or another purpose in which a consumer report may be used under the FCRA.

   
   CarCode Add-On for Automated Outreach for Vehicle Acquisition: CarCode Add-On for Automated Outreach for Vehicle Acquisition (the "Vehicle Acquisition Add-On") is a Service available to certain dealers who subscribe to both CarCode and our Instant Cash Offer tool. The Vehicle Acquisition Add-On (i) obtains from the service provider that manages your service lane operations, in a continuous manner, the cell phone numbers of your Customers whose vehicles are currently being serviced, (ii) sends those Customers a text message soliciting their interest in selling that vehicle to you, and (iii) directs those Customers to our Instant Cash Offer Tool in order to obtain an offer from you.
   
   The Vehicle Acquisition Add-On checks each Customer's name against the National Do Not Call Registry and similar state registries and does not send a text to a Customer whose cell phone number is registered ("Do Not Call Filtering"). However, if you represent to Edmunds that you will have, at all times that the Vehicle Acquisition Add-On is active for you, either the necessary consent or necessary pre-existing business relationship from all of your Customers (as those are determined under all applicable laws, rules and regulations) to text them as described above, Edmunds may exercise its discretion to turn off Do Not Call Filtering for you. In such event, you will be solely responsible for ensuring that you have obtained such a consent or have maintained such a pre-existing business relationship from each of your Customers.
10. Edmunds Ad Solutions: Edmunds Ad Solutions ("Ad Solutions") is an advertising product that offers you the opportunity to (i) advertise on the Edmunds Websites, and/or (ii) have Edmunds purchase advertising for you on third-party websites selected by Edmunds from time to time, such as Facebook, each with the intention of driving shoppers to your website(s). If you purchase Ad Solutions on a standalone basis or if the amount you pay for Ad Solutions is otherwise specified, please note that up to 50 percent of the amount you are charged for Ad Solutions for placements on Facebook and its properties will be spent on media purchases on those properties; the balance is Edmunds' fee for this Service.
    
    You may from time to time modify the amount you pay for Ad Solutions, and/or modify the allocation of the amount you pay for the various vehicle makes you offer, through an email agreed to by Edmunds.
    
    In connection with our provision of Ad Solutions, Edmunds requires that you implement certain code on your website(s) (the "AdSolutions Code") that will send to Edmunds and designated providers of services to Edmunds data about actions that your visitors take (the "Ad Solutions Data"). Edmunds will use the Ad Solutions Data solely for the following purposes: (a) campaign management, reporting and analytics, including demonstrating to you the effectiveness of Ad Solutions, (b) optimizing the manner in which Ad Solutions is operated and managed for you, including by modifying or refining the audience to whom your advertisements are displayed, and (c) Edmunds' internal purposes, including the optimization and management of our products and services. (Your Ad Solutions advertisements on Facebook are required to state that they are sponsored by you. You agree to provide us with "advertiser access" to your Facebook page to permit us to implement that display.)
    
    Edmunds will not use the Ad Solutions Data for the purpose of advertising retargeting (except as otherwise provided herein, or in any Order Form, to drive shoppers to your website(s), or unless you expressly request), or any advertising for other dealers or any other third parties.
    
    Except as otherwise expressly provided herein, Ad Solutions Data will not be disclosed to other dealers or other third parties (other than our Service Providers) unless we have your permission or are required to do so by law or legal process, or unless such data is aggregated with Ad Solutions Data from other dealers in a manner that does not disclose to the recipient the identity of any of the dealers. Notwithstanding the foregoing, Edmunds may provide Ad Solutions Data to our Service Providers, on the condition that each such Service Provider agrees to maintain the confidentiality of the Ad Solutions Data.
    
    You agree and confirm that you will provide legally sufficiently notice to your website(s) visitors regarding the collection of Ad Solutions Data, including a clear and prominent link from each webpage where the Ad Solutions Code is placed, that links to the section of your privacy policy that clearly explains that third parties may (i) use cookies, web beacons and similar technologies to collect or receive information from your website(s) and elsewhere on the Internet, and (ii) use that information to provide measurement services and for other purposes.
    
    With respect to any performance data and reports that Edmunds may provide to you in connection with your use of Ad Solutions ("Performance Data and Reports"), you acknowledge and agree that you may use such Performance Data and Reports solely to evaluate the performance of Ad Solutions only for your internal purposes, and you will not use or disclose (or enable any third party to use or disclose) any Performance Data and Reports in any other way or for any other purpose.
11. Edmunds Connected Video: Edmunds Connected Video is the Service that offers you the opportunity to purchase the creation and display of videos (and, at your election, audio promotions) that (i) advertise your dealership, with emphasis on specific vehicles in your inventory, or your service offerings, and (ii) are displayed to a targeted local audience on one or more of the over-the-top ("OTT") third-party video platforms and networks on which Edmunds from time to time provides such videos (or, for audio promotions, are played to targeted audiences on one or more audio streaming services for which Edmunds from time to time provides audio promotions).
    
    During the term of any Order Form with any franchised new vehicle dealer for Edmunds Connected Video that has a price that is equal to or greater than the minimum amount set by Edmunds from time to time, that dealer will have brand exclusivity in its geographic area (based on geographic areas determined by the Company from time to time, which generally consist of the DMA in which that dealer is located — or, for populous DMAs, county or similar geographic boundaries) — which means that during the period of exclusivity, Edmunds will not contract for Edmunds Connected Video with any other franchised new vehicle dealer of the same brand. The Company reserves the right to terminate or modify this exclusivity by giving you at least 30 days' prior notice in the manner set forth in Section 19.
    
    In connection with our provision of Edmunds Connected Video, Edmunds requires that you implement certain code on your website(s) (the "Connected Video Code") that will send to Edmunds and its service providers data about actions that your visitors take ("Connected Video Data"). Edmunds and its service providers will use the Connected Video Data solely for the following purposes: (a) campaign management, reporting and analytics, including demonstrating to you the effectiveness of Edmunds Connected Video, (b) optimizing the manner in which Edmunds Connected Video is operated and managed for you, including by modifying or refining the audience to whom your videos are displayed (and/or your audio promotions are played), and (c) Edmunds' and our service providers' internal purposes, including the optimization and management of products and services.
    
    Edmunds will not use the Connected Video Data for the purpose of advertising retargeting (except as otherwise provided herein, or in any Order Form, to drive shoppers to your website(s), or unless you expressly request), or any advertising for other dealers or any other third parties.
    
    You agree and confirm that you will provide legally sufficiently notice to your website(s) visitors regarding the collection of Connected Video Data, including a clear and prominent link from each webpage where the Connected Video Code is placed, that links to the section of your privacy policy that clearly explains that third parties may (i) use cookies, web beacons and similar technologies to collect or receive information from your website(s) and elsewhere on the Internet, and (ii) use that information to provide measurement services and for other purposes.
12. Edmunds Premier: Edmunds offers certain of its Services as a "suite" described as the "Core Products," "Edmunds Core Program," "Edmunds Premier Program," "Premier, powered by Edmunds" or a similar designation ("Premier"). Accordingly, if an Order Form is dated after this date, and refers to the Services provided under that Order Form in this manner, such Services currently consist of the Vehicle Listings Service, CarCode and Edmunds Ad Solutions. For additional information concerning the components of Premier, please see Sections 8, 9 and 10 of this Agreement.
13. Edmunds Web Tools: The Edmunds trade-in tool (sometimes referred to as Edmunds Vehicle Appraisal (EVA)), Instant Cash Offer and certain other services provided by Edmunds (collectively, the "Edmunds Web Tools") are web-based informational tools that are provided by Edmunds to dealerships for use either in their stores or on their websites. Edmunds Web Tools may include from time to time: True Market Value® or TMV® prices for your vehicles and for potential trade-in vehicles; vehicle specifications; vehicle configuration; editorial information; and the ability to text and email to, or print out some or all of this information for, a Customer's use.
    
    Please be aware that If you translate, or use a third party to translate, any Edmunds Web Tool that is displayed on your website(s), (i) Edmunds disclaims any responsibility for the translation; (ii) you are agreeing to be responsible for assuring that (a) the translation is accurate and complete, and (b) the translation does not result in the tool displaying, distorting or omitting any information that was not deceptive, illegal or misleading in English but is alleged to be so in the language into which it has been translated; and (iii) if such an allegation is made, your indemnification set forth in Section 16 will be applicable to such allegation.
    
    True Market Value® or TMV® prices are Edmunds' estimates of the current market prices for vehicles. The TMV® price for a vehicle or a set of vehicles displayed and/or utilized in the Edmunds Web Tools is based on the information provided to Edmunds by the user of that tool, and any errors or omissions in that information may result in either the display of no TMV® price or an erroneous TMV® price for the applicable vehicle. TMV® prices are dynamic and, accordingly, are adjusted by Edmunds frequently and without notice. No TMV® prices may be available at certain times for certain vehicles.
    
    TMV® prices are the copyrighted property of Edmunds, and True Market Value® and TMV® are registered trademarks of Edmunds. All rights reserved.
    
    Instant Cash Offer is a tool that allows visitors to your website the opportunity to obtain, for their used vehicles, a guaranteed purchase offer from you. The offer price is computed by CarMax, Inc. on behalf of Edmunds and you, is based on the price that CarMax would then pay for that vehicle, and is both displayed to the visitor and transmitted to you together with the visitor's contact information. Please note that no visitor information is shared with CarMax. Each dealer that displays Instant Cash Offer is required to concurrently be enrolled in CarMax's Max Offer program. By displaying Instant Cash Offer, you are agreeing that you will honor the offer price if (i) the visitor presents his or her vehicle to you for purchase before the expiration date of that offer, (ii) the vehicle's actual condition, use and history are consistent with the information that the visitor submitted through the Instant Cash Offer tool, and (iii) the other conditions displayed to the visitor in the Instant Cash Offer tool are satisfied. Please also note that vehicles purchased by you pursuant to Instant Cash Offer may only be resold to CarMax under the CarMax MaxOffer program and in accordance with the terms and conditions of the CarMax Dealer Bill of Sale. See your Edmunds or CarMax sales representative for details.
    
    Edmunds reserves the right to suspend or terminate the Instant Cash Offer tool for a dealer if the number of offers generated exceeds 500 requests per month or if Edmund believes that offers are being generated by a bot or other automated process or for the purposes of reverse-engineering CarMax's pricing algorithm.
    
    All prices, incentives, rebates and other information displayed in Edmunds Web Tools are gathered from third-party sources and based on algorithms that are believed by us to be reliable, but we do not verify all such information and no assurance can be given that all such information is accurate, complete or current.
    
    Certain of Edmunds Web Tools may include a feature that allows you to text information displayed in that tool to a cell phone number that you designate, by manually entering that cell phone number into that tool and asking that Edmunds forward that information to that cell phone number. This feature is referred to as "Text Sharing." You agree that you will use Text Sharing only to initiate a text communication to a Customer for which you have determined that you have, at that time, either the necessary consent from that Customer or the necessary pre-existing business relationship with that Customer, as those are determined under all applicable laws, rules and regulations.
14. Dealer Ratings and Reviews: It is Edmunds' policy not to publish consumer ratings or reviews for any dealer that offers any payment or other form of consideration or incentive to submit a dealer rating or review for posting on any Edmunds Website, and you agree not to do so. You also agree not to encourage or assist any individual or entity to violate any of our policies with respect to the preparation or posting of reviews or ratings for either your dealership or any other dealership. For information on our policies concerning the posting of dealer ratings and reviews and related matters, see https://help.edmunds.com/hc/en-us/articles/206103287-Reviews-for-Your-Dealership-on-Edmunds-com.
15. Dealership License: Dealership hereby grants to Edmunds a non-exclusive, worldwide, royalty-free license to use, copy, encode, store, archive, distribute, transmit and publicly display Dealership logos, marks, trademarks and/or other Dealership intellectual property (the "Marks") provided to and used by Edmunds in performing the Services. Edmunds is further granted the right to sub-license the Marks to its Service Providers. Such right to use the Marks will be limited to those uses reasonably required to perform the Services. Dealership further grants Edmunds all additional rights and licenses (and the right to sub-license such rights and licenses) reasonably required to perform the Services.
16. Warranties/ Limitation of Liability/Indemnification: You represent and warrant that you have all licenses required by applicable laws, rules and regulations to operate your automobile dealership, and possess the required franchise(s) to represent the new vehicle brands you sell, and that you are, and will remain, in compliance with all applicable laws, rules and regulations in your regular business and the use of the Services.
    
    EDMUNDS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE SERVICES AND LICENSES PROVIDED HEREUNDER AND ALL WARRANTIES INCLUDING ANY WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXPRESSLY DISCLAIMED. IN NO EVENT WILL EDMUNDS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, PUNITIVE, INCIDENTAL OR SPECIAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE (AND WHETHER OR NOT EDMUNDS OR ANYONE ELSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED UPON LOST GOODWILL, LOST PROFITS, LOSS OF USE OF MONEY, LOSS OF DATA OR INTERRUPTION IN ITS USE OR AVAILABILITY, STOPPAGE OF WORK, IMPAIRMENT OF ASSETS OR OTHERWISE ARISING OUT OF BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY, OR OTHERWISE, AND WHETHER BASED ON ANY PROVISION OF THIS AGREEMENT, ANY ORDER FORM OR ANY OTHER AGREEMENT BETWEEN THE PARTIES RELATING TO THE SERVICES (INCLUDING CARCODE), OR ANY TRANSACTION PERFORMED OR UNDERTAKEN UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY ORDER FORM. IF YOU SUBSCRIBE FOR EDMUNDS VEHICLE LISTING SERVICE, THE PRICES WE DISPLAY FOR VEHICLES ADVERTISED BY YOU MAY BE CALCULATED BY US BASED ON DATA AND RULES SUPPLIED TO US BY YOU, BY INTERMEDIARIES WHO TRANSMIT DATA FROM OR ON BEHALF OF YOU TO US, AND BY THE VEHICLE MANUFACTURERS AND OTHER THIRD PARTIES; WE ARE NOT RESPONSIBLE FOR ANY ERRORS IN SUCH DATA OR RULES, OR FOR ANY ERRORS THAT MAY OCCUR IN THE MANNER IN WHICH WE APPLY SUCH DATA AND RULES TO DETERMINE THE VEHICLE PRICES DISPLAYED. EDMUNDS' AGGREGATE LIABILITY FOR ACTUAL DAMAGES, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF THE FEES PAID BY DEALERSHIP DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. You agree to indemnify and hold harmless Edmunds and its affiliates and third parties who assist Edmunds in providing the Services, and their respective officers, directors, shareholders, members, employees and agents (each of the foregoing, a "Covered Party"), from and against any and all liabilities, losses, damages, judgments, costs and expenses (including reasonable attorneys' fees and costs of any investigation or action related thereto) incurred by, or imposed on or asserted against, a Covered Party in connection with a claim, suit or other proceeding by a third party arising out of or relating to (i) your performance, or failure to perform, any of your covenants, undertakings or responsibilities under this Agreement or any Order Form, including if any of your Information is not Compliant, (ii) your breach of any representation or warranty in this Agreement or any Order Form, (iii) any claim by a Customer relating to (a) the purchase, lease, sale to you, trade-in or servicing of any vehicle, or (b) any other product or service from you, (iv) any error, omission, misconduct or negligence by you or your franchisees, or any of their officers, directors, shareholders, members, employees or agents, or (v) your failure to comply with any law, rule or regulation applicable to your business or your performance hereunder.
17. Governing Law; Venue; Payment of Fees and Expenses: This Agreement and the Order Form(s) will be governed by and construed and enforced in accordance with the laws of the State of California applicable to agreements made and to be performed in such state. Each party hereby consents and agrees that the state or federal courts located in the county of Los Angeles, State of California will have exclusive jurisdiction to hear and determine any and all claims or disputes between or among the parties pertaining to this Agreement or any Order Form or to any matter arising out of or relating thereto; provided, however, that nothing in this Agreement or any Order Form will be deemed or operate to preclude Edmunds from bringing suit or taking other legal action in any other jurisdiction, or to enforce a judgment or other court order in favor of Edmunds. Each party expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and each party hereby waives any objection that such party may have based upon lack of personal jurisdiction, improper venue or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Each party hereby waives personal service of the summons, complaint or other process issued in any such action or suit and agrees that service of such summons, complaint or other process may be made by overnight courier or delivery service addressed to such party (i) if to Dealership, at the address set forth in an Order Form; and (ii) if to Edmunds, at 2401 Colorado Avenue, Santa Monica, California 90404, Attention: General Counsel; and that service so made will be deemed completed upon such party's actual receipt or refusal thereof. You agree to reimburse Edmunds for any costs or expenses we incur to collect any Fees not paid when due (including but not limited to any amounts paid to or retained by any collection agent engaged by Edmunds for the purpose of collecting such Fees, and Edmunds' attorneys' fees and expenses incurred in any action or proceeding to collect such Fees).
18. Severability: In the event any provision of this Agreement becomes or is determined by a court of competent jurisdiction to be illegal, invalid, unenforceable or void, portions of such provision, or such provision in its entirety, to the extent necessary, will be severed from this Agreement; and the balance of this Agreement will be enforceable in accordance with its terms.
19. Notices: All notices, consents and other communications called for or contemplated by this Agreement or any Order Form and sent by Dealership to Edmunds must be sent by email to dealersupport@edmunds.com, and will be deemed given to Edmunds when actually received at that email address. All notices and other communications called for or contemplated by this Agreement or any Order Form and sent by Edmunds to Dealership will be deemed given to Dealership (i) when delivered to Dealership by hand or by overnight courier or delivery service, or (ii) when sent to dealership by email. Dealership's contact information for all notices is as set forth on the corresponding Order Form. Accordingly, any notice, consent or other communication that is required to be written may be in the form of an email.
20. Miscellaneous: The individual who signs an Order Form on behalf of Dealership represents to Edmunds that he/she is fully authorized to sign that Order Form and to bind Dealership to the obligations described in that Order Form and in this Agreement. This Agreement and the Order Form(s) constitute the entire agreement between the parties regarding the subject matter hereof, and will supersede all prior understandings and documents in connection with such subject matter, and may not be amended except by an instrument in writing signed on behalf of both you and Edmunds or email as described in Section 1. No waiver of any provision of this Agreement or any Order Form will be effective unless set forth in an instrument in writing signed by the party to be bound thereby or an email from an authorized representative of such party. No delay by either party in exercising any right, power or remedy under this Agreement or any Order Form will operate as a waiver thereof, nor will any single or partial exercise of any such right, power or remedy preclude any other or further exercise of that or any other right, power or remedy. No provision of this Agreement or any Order Form will be construed in favor of or against either of the parties by reason of the extent to which either such party or its counsel participated in the drafting hereof. The word "including" will be deemed to be followed by the phrase "without limitation" or "but not limited to." Section headings have been inserted for convenience of reference only, are not a part of this Agreement or any Order Form and will not be used in construing this Agreement or any Order Form. You agree to pay any tax (other than income or any equivalent tax) imposed by any governmental taxing authority as a result of the rendering of the Services. Edmunds and Dealership are independent contractors in connection with this Agreement and the Order Form(s), and nothing will be deemed to make them partners or joint venturers. This Agreement and the Order Form(s) are non-transferable and non-assignable by you without prior written approval by Edmunds. This Agreement and the Order Form(s) and the rights and duties hereunder and thereunder may be assigned by Edmunds to any of its affiliates without notice to you. Edmunds may engage third-party service providers selected by Edmunds in its sole discretion, including affiliates of Edmunds, to assist in performing the Services. The provision by Edmunds of any of the Services does not constitute a license to use any of the data displayed in or by those Services.