Effective Date: May 24, 2022 

DEALER SERVICES AGREEMENT 

TERMS AND CONDITIONS 

Last Revised and Effective: May 4, 2022 

Bidwizer, Inc. and its affiliates (“Bidwizer”) operates the website www.bidwizer.com (together with any related mobile sites and/or applications, the “Website(s)”). These terms and conditions govern the relationship between Bidwizer and each automobile dealer (each, a “Dealer”) whose Inventory Data (as defined below) is posted to the Website(s) via a timed, competitive auction which Dealer may participate in. 

Terms and Conditions 

  1. Website Use License. Bidwizer grants Dealer a revocable, royalty-free, non-transferable, non-sub-licensable, non-exclusive license to access Bidwizer’s designated Websites, and to display, transmit, broadcast on such designated Website(s), and make available to end users of such designated Websites (“Users”), Dealer’s Inventory Data. “Inventory Data” means information and images relating to new vehicles and used vehicles made available to Users of or through Bidwizer’s Website(s) by Dealer directly or through an intermediary. Such Inventory Data may include, but shall not necessarily be limited to, vehicle identification number, make, model, year, location, vehicle description (trim, specifications, mileage, etc.), price, comments, photographs and other imagery. Dealer acknowledges that Bidwizer is a website provider and is not responsible for the Dealer’s Inventory Data, unless explicitly provided by applicable law. Dealer shall be solely responsible, at its own risk and expense, for (and Bidwizer shall have no liability in connection with) ensuring the accuracy, legality and integrity of the Inventory Data provided to Bidwizer and/or displayed on Bidwizer’s Website(s). Dealer will immediately inform Bidwizer if Dealer becomes aware of illegal contents in its Inventory Data in accordance with applicable law. 
  1. Inventory Data License. Dealer grants to Bidwizer a revocable, royalty-free, non-transferable, non-sub-licensable, non-exclusive license to access, store, distribute, use, display, transmit, broadcast, make available, adapt, and otherwise use and display the Dealer’s Inventory Data on Bidwizer’s designated Website(s), for the unlimited and unrestricted access, printing and use by end users (“Users”) who access the Inventory Data through Bidwizer’s Website(s). “Inventory Data” means information and images relating to new vehicles and used vehicles made available to users of or through Bidwizer’s Website(s) by Dealer directly or through an intermediary, including, but not limited to, vehicle identification number, make, model, year, location, vehicle description (trim, specifications, mileage, etc.), price, comments, and photographs and other imagery. Dealer acknowledges that Bidwizer is a website provider and is not responsible for the Dealer’s Inventory Data, unless explicitly stipulated by applicable law. Dealer shall be solely responsible, at its own risk and expense, for (and Bidwizer shall have no liability in connection with) ensuring the accuracy, legality and integrity of the Inventory Data provided to Bidwizer and/or displayed on Bidwizer’s Website(s). Dealer will immediately inform Bidwizer if Dealer becomes aware of illegal contents in its Inventory Data in accordance with applicable law. 
  1. Representations and Warranties. Bidwizer and Dealer, respectively represent, warrant and covenant that: (i) Bidwizer and Dealer are acting in their commercial capacity with respect to these Terms and Conditions; (ii) Bidwizer and Dealer have the requisite right and authority to grant the licenses referred to in Sections 1 and 2 above, including all necessary right and authority in the text, photographs and other imagery included in the Inventory Data; (iii) Dealer hereby waives, and has ensured that all authors of the Inventory Data have previously waived, for the benefit of Bidwizer and its successors, assigns and licenses, all rights to any intellectual property related to the Inventory Data arising under applicable law and, as far as is legally possible, any broadly equivalent rights Dealer and such authors may have in such Dealer Inventory; (iv) Dealer’s Inventory Data complies with all applicable laws and regulations; (v) Concerning the personal information of Users of Bidwizer’s Website(s), Dealer shall comply with all applicable laws, regulations, ordinances, its privacy policy, Bidwizer’s privacy policy, any federal, state or local data protection act, and any similar or subsequent legislation governing the collection, use, disclosure, other processing and protection of personal information, any consumer protection, ecommerce and telemedia legislation, and Bidwizer’s instructions, if any, in connection with Dealer’s collection of Users’ personal information; (vii) Dealer shall not disclose, sell, lease, transfer or otherwise provide any of Users’ personal or other information to any third party, or use any such information to transmit or otherwise provide spam, junk mail or direct marketing in connection with goods or services offered by a third party; and (viii) Dealer has and will maintain at all times during which its Inventory Data is posted to Bidwizer’s designated Website(s) all registrations, licenses and permits required under applicable laws to act as a dealer and/or buy, sell or lease vehicles. Dealer represents, warrants and covenants that with respect to any User information obtained from Bidwizer it shall: (a) provide at least the same level of data protection as is required by applicable law and regulation and as is standard in Dealer’s industry; (b) process such User data only and solely for the purpose of selling and marketing Dealer products to such User. Dealer acknowledges and agrees that Dealer may need a separate, informed and explicit consent of a User and/or additional legal safeguards to protect a User’s data under certain circumstances, including if Dealer sends a User the information on a product other than the motor vehicle associated with the Users’ inquiry and/or request to buy, lease or sell a vehicle, or Dealer provides User with advertisements, or Dealer or any third party stores or accesses Users’ personal data outside of the User’s domestic jurisdiction. In no event will Bidwizer be responsible for any action or omission by Dealer and/or Dealer’s employees, subcontractors, representatives, agents or the like in Dealer’s processing, storage, transmission or use of User data or personal information. 
  1. Indemnification. Dealer shall, at its own expense and on demand, indemnify, defend, and hold Bidwizer and its affiliates and each of their respective officers, directors, employees, legal representatives, agents, contractors, licensees, successors and assigns (the “Bidwizer Indemnitees”), harmless from and against any and all judgments, settlements, awards, demands, claims, damages, costs, losses and/or liabilities of any kind (including reasonable legal fees and other litigation costs), in connection with any third-party claims or regulatory enforcement actions alleging that the Inventory Data or the use by Bidwizer thereof infringes or otherwise violates a third party’s intellectual property, contractual or other proprietary rights, including the rights of publicity and privacy, or violates any law or regulation. In connection with the foregoing indemnification obligation, Dealer may not accept any settlement that does not provide the Bidwizer Indemnitees with a complete release or that imposes liability not covered by these indemnifications or places restrictions on the Bidwizer Indemnitees without Bidwizer’s prior written consent. The Bidwizer Indemnitees may in their sole discretion participate in the defense of any claim through their own counsel, and at their own expense. 
  1. Effective Date, Term and Termination. These terms and conditions take effect from when Dealer first displays and publishes Dealer Inventory on Bidwizer’s designated Website(s), and Bidwizer first receives Inventory Data from or for the benefit of Dealer, and continues until all obligations under these terms and conditions have been fulfilled. Dealer and Bidwizer each has the right to stop receiving and posting Inventory Data from or for the benefit of Dealer at any time. 
  1. Miscellaneous. These terms and conditions are for the benefit of Bidwizer and its affiliates, successors, assigns and licensees. Dealer may not assign any of its rights hereunder without the prior written consent of Bidwizer. Any assignment by Dealer in violation of the foregoing shall be null, void and of no effect. Except as otherwise provided herein, these terms and conditions shall be governed by and interpreted in accordance with the laws of the State of Florida. The parties agree to submit to the exclusive jurisdiction of and venue in Volusia County, Florida as regards any claim or matter arising out of or in relation to this Agreement (without reference to its conflict-of-laws principles). Any notice required or permitted hereunder to the parties hereto shall be deemed to have been duly given to Bidwizer only if in writing and delivered by registered mail, postage prepaid and return receipt requested, or via express to Bidwizer, Inc., Attn: Legal Department, 417 5th Avenue, Indialantic, Florida 32903. Notices shall be deemed delivered when received by the party being notified. 

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