PCMI END USER LICENSE AGREEMENT (EULA)

For PCRS – Policy Claim and Reporting Solutions™

 

IMPORTANT -- READ CAREFULLY: BY ACCESSING OR OTHERWISE

USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OFTHIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT ACCESS OR USE THE SOFTWARE.

The collection of software elements and documentation accompanying this License ("Software") are licensed, not sold, to you by PCMI Corporation (PCMI) for use only under the terms of this License, and any rights not expressly granted to you are reserved.

1. License.

You are entitled to make use of the Software via Internet connection through a PCMI-supplied username and password combination. Any feedback, suggestions for modification or improvement you provide will become the sole and exclusive property of PCMI, whether incorporated into the Software or not.

2. Restrictions.

You agree to limit your use of the Software to processing data related to the regular operation of one automobile dealer alone as it occurs at the location from which the Software is in use. You specifically agree not to process the data of other automobile dealers, even if there is shared ownership between the dealership at which the Software is in use and any other dealership or location.

YOU MAY NOT REVERSE ENGINEER, DECOMPILE OR DISASSEMBLE THE SOFTWARE. YOU MAY NOT MODIFY, ADAPT, TRANSLATE, RENT,LEASE, LOAN OR CREATE DERIVATIVE WORKS BASED UPON THE SOFTWARE OR ANY PART THERE OF.

YOU MAY NOT TRANSFER OR ASSIGN ANY OR ALL OF YOUR RIGHTS UNDER THIS LICENSE TO ANOTHER PARTY. You like wise agree to refrain from lending, leasing, sublicensing or pledging the Software and the Interface or using or allowing their use in a service bureau or other outsourced form of usage. You agree not to make use of any separate element of the Software outside the use of the Software as a whole.

You may make one copy of the Software for backup purposes only. All further duplication and reproduction are prohibited.

You agree that the Software is proprietary to, and the property of, PCMI and waive any claim to the contrary.

3. No Warranty. The Software is provided "AS IS" and PCMI supplies the same without warranty of any kind.

The Software provided under this Agreement contains portions of program code owned by third party licensors and such licensors will be entitled to enforce this License as an intended third party beneficiary and the obligations of the licensee cannot be modified or terminated without the written consent of such third party licensors. Licensee shall not disclose any passwords or other security information that are related to the Interface or other software licensed by this License. ALL LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING (WITHOUTLIMITATION) ANY WARRANTIES OF MERCHANTABILITY OR FITNESSFOR A PARTICULAR PURPOSE. In no event will any licensor be liable for indirect, incidental, consequential or exemplary damages arising from use, or inability to use Interface(s), even if they knew of the possibility of such damages.

4. Termination. This License is effective until terminated. This License may terminate automatically without notice from PCMI or judicial resolution if you fail to comply with any provision of this License. Upon termination you must destroy the Software, all accompanying written materials and all copies thereof, and all provisions of this EULA which, by their nature, must survive termination or cancellation in order to be given their full effect, will survive any termination or cancellation of this License. The License granted herein will terminate immediately upon the breach of any material provision of such agreement you or any of your representatives or agents.

5. Limitation of Liability. You agree to indemnify, defend and hold harmless PCMI and its agents, servants and employees, of and from any and all causes of actions of every kind and nature, regardless of cause, including indemnification for the negligence of PCMI itself. Your agreement to indemnify PCMI includes any and all third party claims as well as any first party claims that relate in any way to your use and/or operation of the Software. As a practical matter, this means that you are agreeing to waive any claim that you might have or gain access to in the future that relates to your use or operation of the Software, and you are agreeing to protect PCMI from any lawsuit related to your use of the Software.

6. Confidentiality. The term "nonpublic personal information" means the same under this Agreement as it does under §509 of the Gramm-Leach-Bliley Act (15 U.S.C. §6809). In the course of providing the services, you may receive nonpublic personal information ("NPI") about an automobile dealer's

customers. You agree to maintain the confidentiality of the NPI and shall not, without the prior written consent of the customer, disclose, copy or use any NPI other than to carry out the services for which

you were granted access to the data hereunder. For the absence of doubt, you agree that your use of NPI is limited to that use necessary to complete the sale or support transaction for which you obtained the data in the first instance, and not for any other purpose. You agree, at all times, to defend, indemnify and protect PCMI from any and all claims related to your use of and/or access to NPI through the Software. You also agree to maintain as private all information about customers and their transactions and adhere to and comply with the requirements of the Gramm-Leach-Bliley Act and its implementing regulations, the Personal Information Protection and Electronic Documents Act of Canada ("PIPEDA"), the laws of any state of the United States, and the laws of any province of Canada.

Each party will, at a minimum, implement and maintain appropriate administrative, technical, and physical safeguards reasonably designed to: (a) ensure against any anticipated threats or hazards to the security or integrity of the Customer Information; and (b) protect against unauthorized access to or use of the Customer Information that could result in substantial harm or inconvenience to the Qualified End User or the individual who is the subject of Customer Information.

Each party may disclose Customer Information, when required, pursuant to any federal or state law or regulation or rules or regulations of any governmental agency. These provisions shall apply during the term and after the termination of the End User License Agreement.

7. Other. By entering into this Agreement through the use or operation of the Software, you are also expressing your consent to permit us to access data on your DMS system. Such access is in order for us to provide the services contracted for here under, and we will not use your data for any other purposes.

8. Reynolds and Reynolds Dealers. If you use PCRS with Reynolds & Reynolds(“Reynolds”)

integration, you also agree to the following additional terms:

The term “Software” is inclusive of an interface to a Reynolds & Reynolds Company(“Reynolds”)

system (the “Interface”).

You agree that you may not operate the Interface except in connection with the Software and to pay any applicable license fees for that use or those uses.

You may make one copy of the Software and the Interface for backup purposes only. All further duplication and reproduction are prohibited.

You agree that the Software and the Interface are proprietary to, and the property of, PCMI and

Reynolds and waive any claim to the contrary.

You agree, at all times, to defend, indemnify and protect PCMI and, in instances in which the data has been obtained through a Reynolds API, The Reynolds &Reynolds Company from any and all claims related to your use of and/or access to NPI through the Software.

NOTICE TO NORTH CAROLINA DEALERS: THIS END USER LICENSE AGREEMENT RELATES TO THE TRANSFER AND ACCESSING OFCONFIDENTIAL INFORMATION AND CONSUMER RELATED DATA