Please read the following Terms of Use carefully.

This product offering (the Offering) consisting of the software application and AutoKnowledge proprietary content is provided by AutoKnowledge, LLC (AutoKnowledge or AK) to certain subscribers, subject to the following terms of use (Terms of Use), as modified by AutoKnowledge. In order to use this Offering and to access or use any of the data or other information contained in or accessible through this Software Application (the Information), you must agree to these Terms of Use.

In consideration of User's performance of the obligations under this Agreement, AutoKnowledge (AK) grants User a limited, non-transferable, non-exclusive, revocable right for the term of this Agreement to obtain the offering to which User has subscribed, so long as User has met all payments and other obligations. All payments & terms, product subscription details are outlined in a separate proposal / contract document.

Availability of Software Application

Subject to the terms and conditions of this Agreement, AutoKnowledge will use its commercially reasonable efforts to provide the Software Application for twenty-three (23) hours a day, seven (7) days a week throughout the term of this Agreement. User agrees that from time to time Software Application may be inaccessible or inoperable for various reasons, including periodic maintenance procedures or upgrades (Scheduled Downtime); Services malfunctions; and causes beyond the control of AutoKnowledge or which are not reasonably foreseeable by AutoKnowledge, including the interruption or failure of telecommunication or digital transmission links, hostile network attacks or network congestion or other failures (collectively Downtime). AutoKnowledge shall provide at least twenty-four (24) hours notice to User in the event of any Scheduled Downtime. Such notice will be posted online at www.autoknowledge.com. AutoKnowledge shall use commercially reasonable efforts to minimize any disruption, inaccessibility and/or inoperability of the Software application in connection with Downtime, whether scheduled or not.

Competitor Review of this offering

AutoKnowledge Competitors (Competitors) include but are not limited to any individuals or entities that are currently offering or intend to offer a similar product or service as this offering from AutoKnowledge. User is specifically prohibited from revealing or displaying this product in any way, or providing it for review to any employees, agents or consultants that are affiliated with a Competitor, without prior written consent from AutoKnowledge.

AutoKnowledge provided content

Autoknowledge uses all reasonable means to ensure the accuracy of the content provided in this offering, including that provided by User. This content may also include advertisements for third party products or services. From time-to-time there may be errors in the data AK has published. AK is not aware of such errors and is not liable for any decisions made based on this content that may have included some content that was in error. AK will, however, make reasonable effort to correct any errors or discrepancies that may have been found in the data published in this tool. User has the right to use the content for conducting analysis and generating recommendations for its own internal business and for integrating a limited amount of this content into its presentations or downloading limited content for further analysis. User may not share any content from AK products with those users who do not have a license from AK to use this content. User may not download and store any content in a separate system without express written consent from AK.

Acknowlegement of Proprietary Information

User acknowledges that some information it has provided to AutoKnowledge may be proprietary to third parties and subject to subscription or licensing agreements. User warrants that it has complied with all subscription or licensing requirements for such third-party proprietary information and holds AutoKnowledge harmless from any claim of any third-party provider for misuse of such information or violation of subscription or licensing agreements. Any third party content provided to AK by User will only be used for integrating that content into AK product for User?s internal use. AK warrants that it will use the same level of protection for such content as it uses to protect AK content from unauthorized usage. AK warrants that it will not allow access to this content to those who do not meet the subscription or licensing requirements of the provider.

Proprietary Rights

Exclusive of User Content, AutoKnowledge shall retain all right, title, and interest (including copyright and other proprietary or intellectual property rights) relating to the Software Application, all legally protectable elements, or derivative works thereto. User shall retain all right, title and interest (including copyright and other proprietary or intellectual property rights) in the User Content. In some cases, User may have an agreement with AutoKnowledge to share User Content with other AK subscribers. AutoKnowledge may place copyright and/or proprietary notices, including hypertext links or advertisements, within the Subscribed Applications. User may not alter or remove such notices without AutoKnowledge?s written permission. User Content shall not include anything that actually or potentially infringes or misappropriates the copyright, trademark or intellectual property right of any other person, or contains anything that is obscene, defamatory, harassing, offensive or malicious. Neither the Software nor any part or portion thereof (including the Information) may be sublicensed, copied, reproduced or duplicated by any means, or translated into machine language, without the prior express written permission of AutoKnowledge. Further, Licensee shall not, in any way, directly or indirectly compile, de-compile, attempt to derive source code, or reverse engineer the Software nor use the Software to develop derivative works or commercially competitive products. Any attempts to do so shall be a violation of this agreement and will be prosecuted.

Service Level

In the event that AutoKnowledge discovers or is notified by User of the existence of non-Scheduled Downtime, AutoKnowledge will take all actions reasonably necessary to determine the source of the problem. If the source of the problem is outside of the control of AutoKnowledge, then AutoKnowledge will use commercially reasonable efforts to notify the party/parties responsible and cooperate with the party/parties to resolve such problem as soon as possible. If the source of the problem is within the control of AutoKnowledge, then AutoKnowledge will use best efforts to resolve the problem within two (2) business days of determining its source.

User Information

Only designated AutoKnowledge employees and contract workers may access the Software Application. By transmitting information about yourself to AutoKnowledge, you agree that AutoKnowledge may store, transmit and use that information to provide you with Content properly requested and to otherwise communicate with you about certain Content and the operation of the Software Application.

Conduct

You agree that you will not: (i) impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; (ii) forge or otherwise manipulate user information; (iii) interfere with or disrupt the Software Application or servers or networks connected to the Software Application, or disobey any requirements or policies of networks connected to the Software Application; (iv) infiltrate or otherwise seek to gain unauthorized access to, or compromise the integrity of, the Software Application; or (v) violate any applicable local, state, national or international law or regulation.

Limitation of Liability

IN NO EVENT WILL AUTOKNOWLEDGE, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, AFFILIATES, SUCCESSORS OR ASSIGNS, BE LIABLE TO ANY PARTY FOR ANY INDIRECT, DIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY OTHER DAMAGES ARISING IN ANY WAY OUT OF THE AVAILABILITY, USE, RELIANCE ON, OR INABILITY TO USE THE SOFTWARE APPLICATION OR ANY CONTENT, EVEN IF AUTOKNOWLEDGE OR ITS AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FORM OF ACTION.

Indemnification

By using the Software Application, you agree to defend, indemnify and hold AutoKnowledge, its affiliates, officers, directors and employees harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys' fees, arising in any way from your use of the Software Application, any Content or your subsequent distribution or use thereof.

Applicable Laws/Jurisdiction

This Software Application is operated from our offices in the United States of America. Persons who access this Software Application from other locations do so on their own initiative, and are responsible for compliance with local laws. The laws of the state of Michigan, excluding its conflicts-of-law rules, will govern these Terms of Use and your use of the Software Application. By using the Software Application, you agree and consent (i) that any claim or dispute with AutoKnowledge or relating in any way to your use of the Software Application will be heard exclusively in state or federal courts located in the State of Michigan and closest to Ann Arbor, Michigan; and (ii) to the exercise of personal jurisdiction in the courts of the state of Michigan, in connection with any such dispute.

Changes to Terms of Use

AutoKnowledge may change these Terms of Use from time to time in its sole discretion, without actual notice. Any revised Terms will appear at the bottom of the Software Application log-in page. You are encouraged to check for changes to these Terms of Use regularly. By using the Software Application following any modifications to these Terms of Use, you agree to be bound by any such modifications.

Last Updated: November 2019

AutoKnowledge, LLC

2050518.01