Provider shall perform the Services as agreed upon herein. Any change in Services shall be in writing, approved by both parties, and incorporated herein as an addendum to this Agreement. Provider is an independent contractor under the terms of this Agreement and will perform the specific Services as agreed upon herein, having full power and authority to supervise and control performance of the Services provided. Nothing in this Agreement shall be construed to create a relationship of employer/employee, franchisor/franchisee, licensor/licensee, partners, or joint ventures between Customer and Provider.

1. TERM & TERMINATION: The term of this Agreement shall be six (6) months (the “Initial Term”). Thereafter, the Agreement shall automatically renew for successive and uninterrupted terms of one (1) month until cancelled (each a “Renewal Term”). Customer may only cancel this Agreement upon providing thirty (30) days’ written notice to Provider prior to the end of the then-current term (whether the Initial Term or any Renewal Term), which shall then terminate Customer’s payment obligation at the close of the current term. Should Customer fail to provide thirty (30) days’ written notice of cancellation prior to the end of the then-current term (whether the Initial Term or any Renewal Term), Customer shall be liable for payment for the following Renewal Term of Services before termination is effective. Further, should Customer cancel Services prior to the expiration of the current term, Customer shall be assessed and hereby agrees to pay an early termination Fee equal to 15% of Customer’s current monthly invoice under the Agreement. Provider shall have the right to terminate this Agreement immediately, without notice and with no refund to Customer if Customer is in breach of Paragraphs 2, 3, 5 or 6.

2. PAYMENT TERMS. Unless otherwise specified, the item price of subscriptions purchased is based on a monthly recurring rate. Customer must participate in monthly Auto-Pay Billing (see Auto-Pay Enrollment Form and Authorization Agreement attached), wherein all monthly invoices will be automatically billed and collected electronically. Customer authorizes Provider to charge Customer’s credit/debit card each calendar month, or as soon after as practical, to collect the monthly invoice amount due as they become payable during the term of this Agreement. Customer enrollment in Auto-Pay Billing expressly authorizes Provider to automatically and continually charge Customer’s credit/debit card to collect each month’s balance due for Services under this Agreement unless or until the Agreement is terminated as provided herein. Except as modified in the Auto-Pay Enrollment Form and Authorization Agreement, any non-payment (including declined or rejected charges on Customer’s credit/debit card) that remains uncured after seven (7) days of the original due date is considered a material default of this Agreement and, at Provider’s sole discretion, could result in Provider discontinuing Services. Customer also agrees they will not dispute with their credit/debit card company any charges from Provider, unless and until Customer has attempted to rectify any dispute directly with Provider and those attempts have failed to resolve the dispute.

3. ACCESS: Customer shall provide Provider with all such information, access to Customer systems, including but not limited to Customer’s CRM system, website(s), vendor management feeds, and training/sales/support staff, approvals, consents and permissions as Provider shall request in order for Provider to effectively perform its obligations and deliver the Services. Provider shall not be liable for any inability to perform the Services as a result of Customer’s timely failure to provide any requested information, systems access, approvals, consents or permissions. Upon termination of this Agreement, Provider shall return to Customer all proprietary information that was necessary for Provider to fully perform the Services under this Agreement.

4. DELAYS & FORCE MAJEURE: Provider shall not be liable for any delays or failures in performance resulting from (a) Customer’s breach of Section 3, above or (b) any acts beyond its reasonable control including, but not limited to, acts of God, terrorist acts, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties, war, or civil unrest.

5. TRADEMARKS: Unless specifically provided herein, neither party may use, or permit their respective employees, agents, or subcontractors to use, the trademarks, service marks, logos, names, or any other proprietary designation of the other party, or the other party’s affiliates, whether registered or unregistered, without prior written consent. Notwithstanding the foregoing, for the Term of this Agreement, Provider grants to Customer a limited, royalty-free, non-exclusive and non-sublicensable license (“TDTG License”) to use the TEST DRIVE TO GO and TEST DRIVE TO GO Logo trademarks (“TDTG Trademarks”) to promote the Test Drive To Go Service to its customers. Upon expiration or termination of this Agreement for any reason, the TDTG License shall terminate and Customer shall cease all use of the TDTG Trademarks including, but not limited to, any use on Customer’s website(s), Social Media, Internet directories and in all advertising and marketing materials, including but not limited to use on any print advertisements, signage, keywords or search terms.

6. RESTRICTIONS ON USE, INDEMNIFICATION: Unless expressly authorized by Provider, Customer agrees, represents and warrants to Provider that: (1) access to and use of the Services provided herein is granted solely to Customer’s organization and Customer’s own employees or agents and Customer shall not permit any parent, subsidiary, affiliated entity or other third party to use or benefit from the Services provided, including joint marketing arrangements; (2) Customer shall not forward, disclose, use, disseminate, reproduce, distribute, publish or sell any portion of the Services provided; (3) Customer shall not engage in any copying, reverse engineering or decompiling of any data, aspect or functionality of the Services nor shall Customer process any portion of the Services or permit any portion of the Services to be used with or by other data or software sources; or use the Services to create derivative products; (4) Customer shall not use the Services provided herein in any way that: (a) infringes on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (b) violates any law, statute, ordinance or regulation; or, (c) is defamatory, libelous, threatening or harassing; and (5) Customer shall abide by all prevailing federal, state, and local laws and regulations of any kind governing fair information practices and consumers’ rights to privacy. Customer will indemnify and hold Provider absolutely harmless from any claims, suits, demands, judgments, or similar actions arising from or in any way related to violations of the restricted uses in this Section.

7. DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITY: Customer understands and agrees that the Services are provided on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, PROVIDER DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. Provider makes no warranty and disclaims all responsibility and liability for the completeness, accuracy, availability, timeliness, security or reliability of the Services. Customer acknowledges that Provider will not be responsible or liable for any harm to Customer’s computer system, loss of data, or other harm that results from Customer’s access to or use of the Services. Provider makes no warranty that the Services will meet Customer’s requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from Provider or through the Services will create any warranty not expressly made herein. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT PROVIDER HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT NEITHER PROVIDER, ITS LICENSORS OR AGENTS ARE LIABLE FOR ANY PERSONAL INJURY, INCLUDING DEATH, CAUSED BY CUSTOMER’S USE OR MISUSE OF THE SITE OR CONTENT.

8. MISCELLANEOUS: This constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, inducements and conditions expressed or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. This Agreement may not be modified except in writing signed by both Parties. This Agreement shall be binding upon and inure to the benefit of the parties, their successors, and assigns. This Agreement may not be assigned without the express, prior written consent of CodePRep, which consent may be withheld at its sole discretion. This Agreement is governed by Florida law, without respect to its conflict of laws principles. Customer expressly agrees that exclusive jurisdiction for any dispute relating to this Agreement is within the courts of the State of Florida and further agree and expressly consent to the exercise of personal jurisdiction in the courts of Lee County, Florida in connection with any such dispute. Provider’s failure to insist upon strict enforcement of any provision(s) of this Agreement shall not be construed as a waiver of any provision or right. The provisions of this Agreement shall be severable. Unenforceability of any term of this Agreement shall not affect the enforceability or validity of any other term of this Agreement.

Auto-Pay Enrollment Form and Authorization Agreement

1. I hereby warrant and guaranty I am either the named Customer or its Authorized Representative, am legally authorized to enter into this Auto-Pay enrollment, and hereby authorize Provider to charge to a credit/debit card to be designated in writing for the monthly payment owed to Provider for Services, pursuant to the terms of the Agreement, including any late fees and interest or other amounts then due as described in the Agreement, automatically each month or as soon thereafter as practical.

2. Customer agrees to pay a five percent (5%) administrative fee if a card is declined; and Customer acknowledges Provider may cease providing Services under the Agreement after seven (7) days of any uncured payment declination or other payment failure.

3. Customer may cancel this authorization by contacting Provider in writing and said cancellation shall be effective three (3) business days after Provider’s receipt of the request. This will also discontinue Services, unless a replacement card is provided to facilitate uninterrupted payment for Services.

4. Provider agrees to provide written notice to Customer at least fourteen (14) days before the scheduled date of a monthly payment debit/charge if the debit/charge will be greater in amount than the monthly Agreement payment amount listed above (such as for any change orders, late charges, NSF fees, interest or other fees and charges that may be due).

5. Customer agrees to indemnify, defend, and hold Provider harmless, against any liability pursuant to this authorization.