Term of Use

ACCEPTANCE OF TERMS

Welcome to Auto Data Direct, Inc.’s VTR50 service for:

• Initial titling
• New, annual, duplicate and replacement registrations
• Duplicate titles
• Plate transfers
• Vehicle lien verification inquiries

Auto Data Direct, Inc.’s VTR50 service 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 VTR50 service.

DESCRIPTION OF SERVICE

VTR50 service consists of proprietary programming and databases as well as proprietary programming and databases of “associate entities” such as dealer management systems and others. Auto Data Direct, Inc.’s system provides online tools (i.e. VTR50) to electronically submit transactions and associated paperwork for title and registration processing.

VTR50 provides a web-based interface for the User to electronically submit transactions and upload paperwork.

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 VTR50.

VTR50 pays all DMV, tag agency and courier fees up front and will then bill the dealer the final amount for each deal. The dealer is responsible for submitting payment within 30 days of receiving our invoice. If the dealer chooses automatic recurring ACH as their payment type, the final amount owed for each deal will automatically debit their account. Dealer will be charged a service fee of fifty dollars ($50) for any returned checks or rejected ACH debits, along with any additional charges incurred by ADD for shipping and handling.

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

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 User understands that Auto Data Direct, Inc. must comply with legally valid subpoenas.

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 Privacy Protection Act (DPPA) may be subject to criminal sanctions and civil 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 VTR50 by the User; the User’s connection to VTR50; 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 VTR50, use of VTR50, or access to VTR50.

AUTO DATA DIRECT, INC.‘S PROPRIETARY RIGHTS

The User acknowledges and agrees that the VTR50 service and any necessary software used in connection with the VTR50 service (“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 VTR50 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 VTR50. The User agrees not to access VTR50 by any means other than through the interface that is provided by Auto Data Direct, Inc. for use in accessing VTR50.

DISCLAIMER OF WARRANTIES

THE USER EXPRESSLY UNDERSTANDS AND AGREES THAT:

1. USE OF VTR50 IS AT THE USER’s SOLE RISK. VTR50 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.

2. 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.

3. 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.

4. 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.” VTR50 may also provide notices of changes to the TOU or other matters by displaying notices or links to notices on VTR50.

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 VTR50; superseding any prior agreements between the User and Auto Data Direct, Inc. as to the VTR50 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.