Auto Data Direct, Inc. Terms of Use for Business Processing Electronic Temporary and Permanent Registrations, Salvage Title Transfers, Derelict Vehicle Applications, and Cancellation of Titles

ACCEPTANCE OF TERMS

Welcome to Auto Data Direct, Inc.’s ADDTag service for:

• electronically reporting temporary license plates (temporary tags), temporary metal plate transfers and motor vehicle registrations through the Florida Department of Highway Safety and Motor Vehicle’s (DHSMV) Electronic Temporary Registration (ETR) system AND
• electronically reporting permanent metal plate issuances and permanent metal plate transfers and motor vehicle registrations through the Florida Department of Highway Safety and Motor Vehicle’s (DHSMV) Electronic Filing System (EFS) AND
• electronically reporting salvage title transfers, derelict vehicle applications, and title cancellations through the Florida Department of Highway Safety, Motor Vehicle’s (DHSMV), and Salvage Electronic Filing System (SFS).

The ADDTag system is for the sole use of businesses authorized by Florida Statute 320.131 to issue temporary tags, Florida Statute 320.0609 to report the temporary transfer of a metal plate and Florida Statute 320.03(10) to participate in the electronic filing system which encompasses both EFS and SFS. Auto Data Direct, Inc. provides its service, subject to the following Terms of Use (“TOU”), which may be updated from time to time without notice. The most current version of the TOU may be reviewed at any time at: http://www.add123.com/ADDTagterms

Auto Data Direct, Inc. provides its clients with access to a collection of resources including various form completion tools through its online network. Unless explicitly stated otherwise, any new feature that augments or enhances the current service, including the release of new Auto Data Direct, Inc. programs, shall be subject to the TOU. Acceptance of this TOU is required prior to obtaining access to the ADDTag service.

DESCRIPTION OF SERVICE

ADDTag service consists of proprietary programming and databases as well as proprietary programming and databases of “associate entities” such as the Florida DHSMV, dealer management systems and others. Auto Data Direct, Inc.’s system provides online tools (i.e. ADDTag) to electronically report the issuance of a temporary tag, electronically report the temporary transfer of a metal plate, electronically report the issuance of a permanent metal plate, electronically report the permanent metal plate transfer, salvage title transfer, derelict vehicle applications, title cancellations, and other basic motor vehicle registration information to Florida DHSMV.

ADDTag will provide a web-based interface for the User to electronically report motor vehicle, registrant, temporary tag, temporary transfers of metal plate information, salvage title transfer, derelict vehicle applications, and title cancellations directly to the Florida Real-time Vehicle Information System (FRVIS). In addition, ADDTag will allow the User to print temporary tags, necessary forms and the temporary registration associated with the issuance of a temporary tag.

ADDTag will provide a web-based interface for the User to electronically report motor vehicle, registrant, permanent tag, permanent transfers of metal plate information, salvage title transactions, derelict vehicle applications, and title cancellations directly to the Florida Real-time Vehicle Information System (FRVIS). In addition, ADDTag will allow the User to print necessary forms and the permanent registration associated with the issuance of a temporary tag.

ADDTag Users understand and agree that the service is provided “AS-IS” and that neither Auto Data Direct, Inc., nor its affiliated entities shall be responsible any losses, such as business or consequential damages caused directly or indirectly by use of the system including but not limited to losses arising from deletion, mis-delivery, failure to store any User communications or timeliness of the data.

The User is responsible for obtaining access to the service as a qualified Auto Data Direct, Inc. User in good standing. Access to Auto Data Direct, Inc.’s services may involve third party fees (such as Internet service provider or airtime charges). The User is responsible for these fees and in addition, must provide and be responsible for all equipment necessary to access ADDTag.

The User understands that all State of Florida and Auto Data Direct, Inc. fees for the temporary tags, permanent metal plate transactions or reporting services will be paid in advance. The User understands that a fee for temporary tags, temporary transfer of metal plates, permanent metal plate issuance, permanent metal plate transfers electronically reported by ADDTag Inc.’s ADDTag for delivery to the DHSMV will be charged to the User’s pre-paid account and will include Auto Data Direct, Inc.’s fees and may include DHSMV fees. If DHSMV fees are included in Auto Data Direct, Inc.’s charges, then it will be the responsibility of Auto Data Direct, Inc. to pay the DHSMV fee. Print-on-demand temporary tag inventory must be ordered through ADDTag’s ordering process and orders are shipped via UPS. Tag inventory should be ordered several days in advance and merely adding funds to the User’s account will NOT trigger a tag inventory order. The User is responsible for maintaining sufficient funds in their “pre-paid” account to pay for all services offered via ADDTag. If there is a shortage of funds in the User’s account, then Auto Data Direct, Inc.’s system will not report the User’s temporary tag issuance electronically to the DHSMV. Account balance information is available on the website at time of use. Accounts which have not been accessed for a period of more than six (6) months shall be subject to a $15.00 per month maintenance fee. This fee shall be deducted from any funds remaining in the pre-paid account. Following the depletion of these funds, the account will be deactivated. Simply logging into the account within the six (6) month period will keep the account active. Auto Data Direct, Inc. offers automated payment (AutoPay) services if authorized by the User.

Users who participate in EFS must order metal plates and decal indicia through the host county agency.

ADDTag’s EFS product requires participating dealers to complete an ACH form which will allow ADDTag to collect the registration and title fees from the dealer’s bank account. ADDTag will submit those fees to the appropriate tax collector. Registration and title fees will not be deducted from the dealer’s ADD pre-paid account. If the dealer’s bank account returns insufficient funds, ADD will lock the dealer’s ADD account account and charge the dealer a $50.00 fee for the insufficient funds. Non-payment of state title and registration fees may result in the dealer being removed from the EFS program.

ADDTag’s EFS product requires participating dealers to utilize a scanner that operates at no less than 150dpi for scanning all necessary forms and vehicle titles/MCO’s prescribed by the host agency collector for grading purposes and permanent title/registration finalization.

ADDTag’s EFS product also requires the use of certain laser printers which are equipped with the option of a document feeder tray, in order to print on the state prescribed non-conforming registration decal indicia paper.

Rates for service are subject to change and shall be set forth in the schedule of rates and provided in writing by Auto Data Direct, Inc.

ADDTag’s SFS product requires participating salvage dealers to complete an ACH form which will allow ADDTag to collect the title fees and derelict vehicle state fees from the salvage dealer’s bank account. ADDTag will submit those fees to the appropriate tax collector. Derelict vehicle and title fees will not be deducted from the salvage dealer’s ADD pre-paid account. If the salvage dealer’s bank account returns insufficient funds, ADD will lock the salvage dealer’s ADD account and charge the salvage dealer a $50.00 fee for the insufficient funds. Non-payment of state title and derelict vehicle fees may result in the salvage dealer being removed from the SFS program.

Auto Data Direct, Inc. will maintain an on-line archive of each ETR transaction for a period of 90-days after which time Auto Data Direct, Inc. will maintain an off-line record for a period of five (5) years.

Auto Data Direct, Inc. will maintain an on-line archive of each EFS transaction for a period of 30-days after the issuance has been closed. Auto Data Direct, Inc. will purge the documents from its servers after the 30-day period. Archived copies will not be available through ADDTag and should be in the dealer’s deal jacket.

Auto Data Direct, Inc. will maintain an on-line archive of each SFS transaction for a period of 90-days after which time Auto Data Direct, Inc. will maintain an off-line record for a period of five (5) years.

This agreement is subject to any restrictions, limitations or conditions enacted by State Legislatures or State Motor Vehicle Agencies, which may affect any or all terms or provisions of this agreement in any manner. The DHSMV rules as they exist and may be amended from time to time are incorporated by reference (Chapter 15C-16). ADD and the User must comply with the DHSMV contract and rules. The User understands that Auto Data Direct, Inc. must comply with legally valid subpoenas.

FDLE Criminal Background Check Requirement

ETR - Rule Section 15C-16.006 (2)- A dealer must provide verification to the ETR provider that criminal history checks are performed on all principals or prospective users and meet the requirements set forth in the ETR rule prior to the ETR provider allowing access to the system and registering authorized users. The dealer’s principals or prospective users must have no convictions involving a felony for the last 7 years except as provided in Section 112.011(1)(b), F.S. Regardless of the passage of time since the conviction and notwithstanding restoration of civil rights, anyone convicted of a felony involving dishonesty, including but not limited to, identity fraud, embezzlement or other economic crimes is not eligible to be granted authorization to use the ETR system. The convictions listed above that would prohibit authorization to use the ETR system do not include any felony convictions involving the actual operation of a motor vehicle.

EFS - Rule Section 15C-16.010 (1) (f) – This rule encompasses both EFS and SFS dealers. The entity’s principal and all prospective users of the system must have no convictions involving a felony for the last 7 years except as provided in Section 112.011(1)(b), F.S. Regardless of the passage of time since the conviction and notwithstanding restoration of civil rights, anyone convicted of a felony involving dishonesty, including but not limited to identity theft, embezzlement or other economic crimes is not eligible to become an EFS agent or have access to an EFS agent’s system. This does not include any felony convictions involving the actual operation of a motor vehicle. The EFS agent must provide verification to the Certified Service Provider that background checks are performed on all principals or prospective users and meet the requirements set forth in this rule prior to the Certified Service Provider allowing access to the system and registering authorized users.

Auto Data Direct is required to ensure all principals and prospective users have had a criminal history check conducted by the Florida Department of Law Enforcement and maintain lists of authorized users. This agreement is not assignable by the User either in whole or in part without the express written consent of Auto Data Direct, Inc.

Auto Data Direct, Inc. may at its sole discretion and without notice to the User, (a) suspend its performance under this TOU and the User’s access to and use of the service or (b) terminate the User’s access to and use of the service.

Failure to comply with the provisions of this TOU may result in termination and suspension or cancellation of all password access. SHARING OF USERNAMES AND PASSWORDS IS STRICTLY PROHIBITED. Each Company may have an unlimited number of authorized users. Any person who knowingly and willfully abuses or misuses temporary tag issuance to avoid registering a vehicle requiring registration pursuant to this chapter or chapter 319 commits a misdemeanor of the first degree, punishable as provided in s. 775.082 or s. 775.083.

Any person who knowingly and willfully issues a temporary tag or causes another to issue a temporary tag to a fictitious person or entity to avoid disclosure of the true owner of a vehicle commits a felony of the third degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084.

The User agrees that this agreement is subject to Section 119.0712(2), Florida Statutes and the Federal Driver Privacy Protection Act and that all personal information and vehicle information which is considered privileged and confidential under Florida law and is contained in any registration information forwarded to the User under this agreement will not be released by the User to any individual or other legal entity who would not otherwise have access to such information. Any release of information by the User to any unauthorized individual or other legal entity will result in Auto Data Direct, Inc. terminating this agreement and the User will hold Auto Data Direct, Inc. and the DHSMV harmless for any resulting damage or loss. Notwithstanding any other time limits herein, Auto Data Direct, Inc. may terminate this agreement for such unauthorized use or disclosure by written notice to the User, such notice to be effective upon facsimile (fax) transmission to the User or five (5) days from the date of mailing of such notice.

The User will conduct an ETR transaction in “real-time” utilizing the computer interface designed by Auto Data Direct, Inc. and the DHSMV. Furthermore, Auto Data Direct, Inc. and the DHSMV will approve the connectivity utilized by the User to interface with the DHSMV motor vehicle database.

Federal Driver Privacy Protection Act (DPPA)

Personal information (including, but not limited to: name, address, date of birth, DL number) appearing on driver and vehicle records is protected by the Federal Driver Privacy Protection Act (DPPA). The use of personal information for reasons not allowed by the DPPA will result in loss of information access privileges and may result in civil or criminal liability.

ANY PERSON WHO KNOWINGLY DISCLOSES ANY INFORMATION IN VIOLATION OF THE FEDERAL DRIVER PROTECTION ACT (DPPA) MAY BE SUBJECT TO CRIMINAL SANCTIONS AND CIVI LIABILITY SPECIFIED IN LAW FOR UNAUTHORIZED USE OF THE DATA.

INDEMNITY

The User agrees to indemnify and hold Auto Data Direct, Inc., and its subsidiaries, affiliates, officers, agents, associate entities and employees, harmless from any claim or demand, including reasonable attorneys' fees made by any third party due to or arising out of: the content submitted, posted, transmitted or made available through ADDTag by the User; the User’s connection to ADDTag; the User’s violation of the TOU, or the User’s violation of any rights of another.

NO RESALE OF SERVICE

The User agrees not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of ADDTag, use of ADDTag, or access to ADDTag.

AUTO DATA DIRECT, INC.‘S PROPRIETARY RIGHTS

The User acknowledges and agrees that the ADDTag service and any necessary software used in connection with the ADDTag (“software”) contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly authorized by Auto Data Direct, Inc., the User agrees not to modify, rent, lease, loan, sell, distribute or create derivative works based on ADDTag or the Software, in whole or in part.

Auto Data Direct, Inc. grants the User a personal, non-transferable and non-exclusive right and license to use the object code of its Software; provided that the User does not (and does not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the software. The User agrees not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to ADDTag. The User agrees not to access ADDTag by any means other than through the interface that is provided by Auto Data Direct, Inc. for use in accessing ADDTag.

DISCLAIMER OF WARRANTIES

THE USER EXPRESSLY UNDERSTANDS AND AGREES THAT:

a. USE OF ADDTag IS AT THE USER’s SOLE RISK. ADDTag IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. Auto Data Direct, Inc. EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

b. Auto Data Direct, Inc. MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET THE USER’s REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY THE USER THROUGH THE SERVICE WILL MEET EXPECTATIONS, AND ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

c. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT THE USER’s OWN DISCRETION AND RISK AND THE USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO THEIR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

d. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY THE USER FROM Auto Data Direct, Inc. OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOU.

LIMITATION OF LIABILITY

THE USER EXPRESSLY UNDERSTANDS AND AGREES THAT Auto Data Direct, Inc. SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF Auto Data Direct, Inc. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF THE USER’s TRANSMISSION OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.

ARBITRATION

THE PARTIES HEREBY AGREE, IN CONSIDERATION OF THE FORGOING AND AS A CONDITION OF ACCEPTING SERVICE, THAT ANY CLAIM OR DISPUTE (INCLUDING THOSE BASED ON CONTRACT, NEGLIGENCE, TORT OR STATUTE) AMONGST THE PARTIES INCLUDING, BUT NOT LIMITED TO ANY THIRD PARTY CLAIM AND OR CLAIM FOR INDEMNITY OF CONTRIBUTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT AND/OR THE SERVICES PROVIDED BY AUTO DATA DIRECT, INC. UNDER THIS AGREEMENT, SHALL BE RESOLVED BY BINDING ARBITRATION IN ACCORDANCE WITH THE RULES AND REGULATIONS OF THE AMERICAN ARBITRATION ASSOCIATION, ACCELERATED PROCEDURES. ARBITRATION SHALL TAKE PLACE IN LEON COUNTY FLORIDA. EACH PARTY SHALL BEAR THEIR OWN COSTS (INCLUDING ARBITRATION COSTS) AND ATTORNEY’S FEES.

NOTICE

Notice to the User may be made either by email or regular mail. Notice to Auto Data Direct, Inc. shall be made according to the contact information in the section below, “Contact Information.” ADDTag may also provide notices of changes to the TOU or other matters by displaying notices or links to notices on ADDTag.

CONTACT INFORMATION

Auto Data Direct, Inc. may be contacted in the following manner:

By mail:

GENERAL INFORMATION

This TOU constitutes the entire agreement between the User and Auto Data Direct, Inc. and governs the use of ADDTag; superseding any prior agreements between the User and Auto Data Direct, Inc. as to the ADDTag service. The User may also be subject to additional terms and conditions that may apply when utilizing affiliate services, third-party content or third-party software. The TOU and the relationship between the User and Auto Data Direct, Inc. shall be governed by the laws of the State of Florida without regard to its conflict of law provisions and such disputes shall be resolved by expedited arbitration under the AAA rules and procedures. In the event of litigation, the User and Auto Data Direct, Inc. agree to submit to the personal and exclusive jurisdiction of the courts located within the State of Florida. The failure of Auto Data Direct, Inc. to exercise or enforce any right or provision of the TOU shall not constitute a waiver of such right or provision. If any provision of the TOU is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the TOU remain in full force and effect. The User agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the service or the TOU must be brought within three (3) years after such claim or cause of action arose or be forever barred.

User shall be responsible to pay all applicable sales and use taxes, if any.