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ARI hereby grants you a nonexclusive license to access and use the Software in accordance with the terms and conditions set forth herein. As used herein, the term "Software" shall mean (a) website and/or other software owned by ARI and/or licensed to ARI by third parties; (b) the content of the website and\or other software designed by ARI for you (the "Website" and\or "Other Software") and accessible by you as administrator after you agree to this EULA; and (c) upgrades, modifications, improvements, supplements and additional features added to the Website and\or Other Software (collectively, "Upgrades") pursuant to the terms of this EULA. The terms of this EULA shall apply to all Upgrades, unless ARI provides other terms and conditions along with the Upgrade.

The Initial Term of this EULA will be twelve (12) months (“Initial Term”). The Initial Term shall begin upon the completion of the initial application for purchase. The EULA shall automatically renew for an additional one (1) year period after the Initial Term (each a "Renewal Term" and collectively, with the Initial Term, the "Term") unless terminated in writing by you or ARI with sixty (60) days’ notice prior to the end of the Initial Term or applicable Renewal Term.

Included with administrative fee paid to U.S Venture, Inc. In the event that agreement is terminated fees will be agreed upon between you and ARI for the remainder of the Term.

You agree to use the Software, the accompanying documentation ("Documentation") and all related data, including, without limitation, the manufacturer's data ("Data"), in accordance with applicable law, including data privacy laws and communications regulations and tariffs, and standard conditions of use established by ARI from time to time. You will not use the Software, Documentation or Data to export or re-export data in violation of U.S. export control laws and regulations. You will not use the Software, Documentation or Data to establish independent data files or compendiums of information. ARI will make every effort to trace all such files or information and prosecute those who establish such files or information. ARI reserves the right to immediately terminate access or take any other action it reasonably believes necessary to comply with the law. Without the prior written consent of ARI, you will not use or incorporate the Software, Documentation or Data or reproduce any content or data on the Website into any other website. You represent and warrant to ARI that your access to and use of the Software will not disrupt or otherwise interfere with the Software, including but not limited to causing system crashes and loss of Data. You further represent and warrant to ARI that you will not, intentionally or unintentionally, in any way, shape, or form, introduce any "time bombs," "worms," "drop-dead devices," "Trojan horses," or other disabling code, routine, or device designed to disable, damage, impair, erase, deactivate, or electronically repossess the Software.

You hereby acknowledge that: (a) the Software, Documentation, Data and your rights and obligations under this EULA may not be sublicensed, assigned or transferred, in whole or in part, to any third party, without the prior written consent of ARI; (b) you may not sell, distribute, rent or lease the Software, Documentation or Data in whole or in part to any third party; and (c) with the exception of the Website, which may be made accessible by third-parties over the world wide web, you will not make the Software, Documentation or Data available in whole or in part in any networked or time-sharing environment, including without limitation the world wide web, or transferring the Software in whole or in part to any computer. As the Software, Documentation and Data is a proprietary copyrighted and/or trade secret work of ARI, its suppliers and/or its licensors, you further agree that you will not reverse engineer, decompile, disassemble, or decrypt the Software or otherwise prepare or facilitate any derivative work of or from the Software or any portion thereof, except as provided herein. Notwithstanding the foregoing, this license may be assigned to any party that purchases all of your equity or all or substantially all of your assets, however, no such assignment shall relieve you of any obligations or liability hereunder.

The Software, Documentation and Data is a proprietary work of ARI, its suppliers and/or its licensors. You hereby acknowledge that the Software, Documentation and Data is a copyrighted work owned by ARI, its suppliers and/or licensors and that you have no rights in the foregoing except (a) for trademarks or copyrights provided by you to ARI, which are owned by you and are displayed on the Website at your request, or (b) as expressly granted herein. You also acknowledge that the Software, Documentation and Data contains trade secrets and confidential information of ARI, its suppliers and/or licensors. Any unauthorized copying or modification of the Software, Documentation and Data, or sublicense or transfer of any copy, adaptation, transcription, or merged portion of the Software to any other party in any way not expressly authorized by ARI will result in the immediate termination of this EULA and your rights to use the Software.

ARI reserves the right to collect, aggregate and analyze prospect, lead, inventory and other Dealer data that is generated, contained or passes through its systems for the purposes of providing its clients with analytic, consulting and educational services. ARI will not disclose personally identifiable information or otherwise disclose the source of the data to any third party.

ARI may terminate all or any part of the Agreement immediately upon notice to Dealer if (a) Dealer becomes insolvent, fails to pay its debts as they come due, makes a general assignment for the benefit of creditors or to an agent authorized to liquidate any substantial amount of its assets, is subject to a petition in bankruptcy or has a receiver appoint for any of its assets (and such proceeding is not dismissed within thirty (30) calendar days, or (b) Dealer breaches the Agreement (including failure to comply substantially with the Development Timeline and Requirements, or to pay amount when due), and such breach is not cured to ARI's satisfaction within ten (10) business days following written notice of such breach. In the event of such termination, all costs incurred by ARI for work performed, materials used, or constituent components manufactured up to the date of termination, less the amount of the Deposit, will be invoiced to Dealer and payable in accordance with Section outlined above in Other Payments.

THE SERVICES, DOCUMENTATION AND/OR DATA PERFORMED OR PROVIDED PURSUANT TO THIS AGREEMENT ARE FURNISHED ON AN "AS IS, WHERE IS," BASIS AND ARI MAKES, AND THE COMPANY AND END USERS RECEIVE, NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. ALL GUARANTEES, WARRANTIES, CONDITIONS AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, ARISING OUT OF ANY STATUTE, LAW, COMMERCIAL, USAGE OR OTHERWISE, ARE HEREBY EXCLUDED. NO ARI DEALER, DISTRIBUTOR, AGENT OR EMPLOYEE IS, NOR IS THE COMPANY, AUTHORIZED TO MAKE ANY MODIFICATION OR ADDITION TO THE FOREGOING DISCAIMER. Some states or countries may not allow the exclusion of implied warranties or limitations on how long an implied warranty may last, so the above limitations and exclusions may not apply to you, and you may also have other rights, which vary from state to state and country to country.

ARI DOES NOT WARRANT THE PERFORMANCE OR RESULTS THAT MAY BE OBTAINED BY ACCESS OR USE OF THE SOFTWARE, DOCUMENTATION AND/OR DATA. ARI MAKES, AND THE COMPANY AND END USERS RECEIVE, NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT THERETO. THERE ARE EXPRESSLY EXCLUDED AND DISCLAIMED ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING WITHOUT BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO ARI DEALER, DISTRIBUTOR, AGENT OR EMPLOYEE IS, NOR IS THE COMPANY, AUTHORIZED TO MAKE ANY MODIFICATION OR ADDITION TO THE FOREGOING DISCAIMER. Some states or countries may not allow the exclusion of implied warranties or limitations on how long an implied warranty may last, so the above limitations and exclusions may not apply to you, and you may also have other rights, which vary from state to state and country to country.

You assume responsibility for, among other things: (i) the selection of the Software to achieve its intended results; (ii) the acquisition of other software (including any programming or operating system software) and/or equipment compatible with the Software; and (iii) the access and use and results obtained from the Software. ARI SHALL NOT BE LIABLE FOR: (A) ANY LOSS OF USE OF YOUR COMPUTERS OR LOSS OR CORRUPTION OF DATA OR THE COSTS OF SYSTEM OR DATA RECOVERY; (B) ANY PERSONAL INJURY RESULTING FROM ERRORS IN THE SOFTWARE INCLUDING BUT NOT LIMITED TO ERRORS IN INSTRUCTIONS, SERVICE BULLETINS, DIAGRAMS, PARTS IDENTIFICATIONS OR PARTS DESCRIPTIONS; (C) ANY THIRD PARTY CLAIMS; OR (D) ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS, WHETHER BASED ON CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF ARI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, IN NO EVENT WILL ARI BE LIABLE HEREUNDER FOR ANY AMOUNTS IN EXCESS OF THE FEES PAID TO ARI DURING THE TWELVE (12) MONTH PERIOD PRECEDING ANY CLAIM HEREUNDER. Some states or countries may not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.

You agree to defend, indemnify and hold harmless ARI and ARI's licensors, including their respective officers, directors, shareholders, employees, contractors, agents and representatives (the "Indemnitees"), against all liabilities, demands, claims, recoveries, settlements, actions, penalties, costs, losses, and damages (as defined below) incurred by the Indemnitees, known or unknown, contingent or otherwise, paid or unpaid by the Indemnitees, directly or indirectly arising from or related to: (i) your use or misuse of the Software, Documentation or any of the Data or (ii) your default under this EULA; or (iii) your negligent or intentional acts or omissions, regardless of any negligence on the part of any of the Indemnitees. The term "damages" includes direct, indirect, consequential, incidental, special or other damages related to injury to (including death of) you or any other party (including your management personnel, employees and agents and your business entity), damage to or loss of any property, loss of consortium, loss of opportunity or business or contractual relationship, violation of any right to privacy, defamation of character or reputation against any person, product or other object, mental distress or anguish, loss of use or profits, attorneys and expert fees and other costs through any appeal, lost profits, business interruption and loss of computer programs or other data, cost of cover, and any and all other types of claims and damages of every kind, nature, and description. The parties hereby agree that this provision shall be severable as to each item or element of damages, and if any such limitation on the Indemnitees' liability for damages or the application of such limitation to any person, entity or circumstance shall, to any extent, be invalid or unenforceable, the remainder of such limitations on the Indemnitees' liability for damages, or the application of such limitations to persons, entities or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected by such invalidity or unenforceability. You acknowledge that the economic terms of this EULA reflect the foregoing allocation of risk and such allocation of risk is a significant inducement for ARI to license the Software, Documentation and use of the Data to you.

ARI shall not be liable for any default or delay in the performance of its obligations under this EULA if, and to the extent, such default or delay is caused, directly or indirectly, by any circumstance beyond ARI's reasonable control, including without limitation any (1) fire, flood or water damage, elements of nature or other acts of God, including without limitation any of the foregoing that are harmful to electronic circuitry, (2) outbreak or escalation of hostilities, war or war conditions, acts of terrorism, riots, embargo or civil disorders in any country, (3) act or omission of you or any governmental authority, (4) labor disputes (whether or not the employees' demands are reasonable or within ARI's power to satisfy), (5) nonperformance by a third party (including any energy provider, voice or data telecommunications common carrier), or (6) failures or fluctuations in telephone or other telecommunications equipment or lines or other equipment.

ARI's ability to provide data to you and/or communications links to any given distributor or manufacturer depends in part on your status as an authorized recipient of such data or communications links and on ARI's contractual relationship with the distributor or manufacturer. ARI reserves the right to terminate this EULA and cancel any obligation it has hereunder to deliver any distributor or manufacturer's data or to provide communications links to any distributor or manufacturer if for any reason: (1) you cease to be an authorized dealer of such distributor or manufacturer and such distributor or manufacturer requires that you be an authorized dealer in order to access the data; or (2) ARI's contract with such distributor or manufacturer is terminated.

By requesting access to electronic parts catalog data published on behalf of American Honda Motor Co., Inc. (“AHM”), you also agree to the following (note, the remaining paragraphs of Section 14 do not apply if you are not requesting access to the AHM electronic parts catalog):

(a) to use the AHM information solely for internal business purposes and not for resale; (b) that, with the exception of use as contemplated by the products provided to you by ARI, the AHM catalog and the information contained therein are confidential, proprietary and the sole property of AHM; and (c) not to duplicate, republish or recirculate the AHM information to third parties (except as contemplated by the products provided to you by ARI and as permitted by copyright law).

You also acknowledge that:

(a) ARI is an independent business that is not sponsored or affiliated with AHM and that AHM is not responsible for any goods or services provided by ARI; (b) AHM is the owner or exclusive licensee of the AHM information and associated trademarks in the United States and Canada; (c) AHM is a third party beneficiary to this end user license agreement able to enforce all provisions herein pertaining to use and/or confidentiality of AHM information or trademarks; and (d) in no event will AHM be liable for any damages under this end user license agreement including any special, incidental, indirect, exemplary, consequential or analogous damages or for loss of profits, loss of business, loss of data or the like; even if AHM has been advised of the possibility of any or all of the foregoing types of damages.

Incorporated into the Software may be one or more software modules and/or Data licensed by ARI from one or more third party suppliers, each of which is a third party beneficiary of the applicable provisions of this EULA, and entitled to the protections afforded thereby. By accepting the EULA, you have agreed to the inclusion of such third party software modules and/or Data within the licensed Software on such terms and conditions. ARI reserves the right to remove a feed from our Distribution Library at any time. Exports to software/service providers or exports not in our distribution library may require an additional time commitment/setup fee with ARI.

You acknowledge that ARI may establish general practices and limits concerning use of the Service, including without limitation the maximum number of days that messages or other uploaded Content will be retained by the Service, the maximum number of messages that may be sent from or received by an account on the Service, the maximum size of any message that may be sent from or received by an account on the Service, the maximum disk space that will be allotted on ARI's servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Service in a given period of time. You agree that ARI has no responsibility or liability for the deletion or failure to store any messages and other communications or other Content maintained or transmitted by the Service. You acknowledge that ARI reserves the right to log off accounts that are inactive for an extended period of time. You further acknowledge that ARI reserves the right to modify these general practices and limits from time to time.

If any provision of this EULA shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The failure of any party to enforce any provision of this EULA shall not be considered a waiver thereof, nor shall such failure prevent the future enforcement of any such provision.

This EULA and the relationship between you and ARI shall be governed in all respects by the laws of the State of Wisconsin and the United States of America. You consent to the jurisdiction and venue of the Wisconsin and United States courts located in Wisconsin for resolution of any dispute related to this EULA.

You represent that you have the authority to enter into this EULA on behalf of the Company. This EULA shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.