Terms of Service

1 – Definitions

In addition to the terms defined elsewhere in this Agreement, as used in this Agreement, the following terms shall have the following meanings:

(a) “Authorized User” means Client’s employees, consultants, contractors, and agents (i) who are authorized by Client to access and use the Services under the rights granted to Client pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder.

(b) “Client” means Remora’s customer.

(c) “Client Data” means any text, images, data, or other content, in any form or medium, that is submitted, posted, or otherwise transmitted to the Technology by or on behalf of Client (including without limitation chat and message logs and any Third–Party Content), together with Customer Data.

(d) “Confidential Information” means sensitive information about either party’s business affairs, plans, products, intellectual property, trade secrets, or proprietary information including but not limited to code, inventions, know–how, product plans, technical, financial, business, operational, or other information exchanged under this Agreement or learned during the performance of this Agreement, or that is identified as confidential at the time of disclosure or should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclosed.

(e) “Custom Work” means a Support Request that requires Remora to write custom code, make substantial modifications to the Technology, or perform a substantial redesign of Client’s website. Banners, page requests, pricing updates, and simple website change requests that do not require custom coding are not Custom Work and are subject to Remora’s Three Day Service Guarantee.

(f) “Customers” means Client’s customers and prospective customers, including any person who accesses or uses Client’s website(s), communicates with Client through the Services, or otherwise interacts with Client through the Technology.

(g) “Customer Data” means data related to the identity, characteristics, and activities of Customers, collected, or submitted to the Technology or captured by the Services.

(h) “Feedback” means communications sent to Remora by Client suggesting changes to Remora’s Intellectual Property, including without limitation, new features or functionality relating thereto, or any comments, questions, or recommendations.

(i) “Intellectual Property Rights” means copyrights, patents, and inventions (whether patentable or not), trademarks, service marks, trade secrets, know–how, trade dress, trade names, logos, together with all of the goodwill associated therewith, derivative works, and all other rights.

(j) “Documentation” means the user guides, help materials, and technical documentation that Remora makes available for the Services, as updated from time to time.

(k) “Platform Integrity” means the security, stability, availability, integrity, and performance of the Technology and the Services for all of Remora’s clients.

(l) “Technology” means Remora’s proprietary multi–product business management platform and all software, code, websites (including remora.com, remora.inc, remorainc.com, remora.co, remoradev.com, remora.dev and its related applications, sub–domains, and access points), the web–based Client portal, mobile applications, dashboards, tools, reports, techniques, trade secrets, and proprietary products or services developed by and/or owned by Remora, together with all updates, modifications, and derivative works of any of the foregoing.

(m) “Services” means the services provided by Remora under this Agreement, including access to and provisioning of the Technology as described in the applicable Subscription Documentation including without limitation hosted websites, website editing tools, web stack health monitoring, customized reports, and inventory management tools together with support, any Free Access Subscriptions or Beta Releases, and any other services Remora may offer from time to time.

(n) “Subscription Documentation” means any proposal, quote, purchase agreement, order form, statement of work, online registration form, or other written or digital service or Technology access agreement referencing this Agreement that is signed or electronically accepted by you and details the Services ordered from Remora.

(o) “Support Request” means an email to support@remora.com or a phone call to Remora by you requesting a website change or update including but not limited to “look and feel” updates, digital graphic creation and deployment such as banners, updates to staff pages, vehicle price updates, tracking code installation, creation of or placement changes of buttons, and most Third–Party integrations.

(p) “Rate Schedule” has the meaning set forth in Section 7.2 (Rate Schedule; Uniform Mechanics), and “Base Rate,” “Included Sales Allowance,” “Per–Sale Rate,” and “Monthly Fee Cap” have the meanings set forth therein.

(q) “Territory” means the United States, unless otherwise expressly set forth in Client’s Subscription Documentation.

(r) “Third–Party” means any company, person, or entity other than the parties bound by this Agreement.

(s) “Third–Party Content” means content, data, or other materials that Client provides to Remora from its Third–Party data providers, including through Third–Party Products used by Client.

(t) “Third–Party Products” means any Third–Party software or products integrated with Remora’s Services by Client request or by Remora of its own accord.

(u) “Third–Party Resources” means Third–Party websites, search engines, or directories.

2 – Use Rights and Restrictions

2.1 Remora Services

Remora provides Client access to the Technology, Remora’s proprietary multi–product business management platform, which includes without limitation hosted websites, website editing tools, web stack health monitoring, customized reports, and inventory management tools. The Services comprise such access and provisioning together with any Free Access Subscriptions or Beta Releases (as defined below) and any other services Remora may offer from time to time, as defined in Section 1 (Definitions).

Remora shall provide Client the services set forth on the applicable Subscription Documentation. Remora shall use reasonable diligence in the provisioning and customization of Client’s access to the Technology and Remora endeavors to deliver the Services to Client on or before the effective date on the applicable Subscription Documentation (the “Target Delivery Date”). Client acknowledges and agrees that this delivery date is a good faith estimate and Remora’s failure to deliver by such date shall not be a default under this Agreement. Remora shall provide the Services in accordance with the terms and subject to the conditions set forth in this Agreement.

Client will, from time to time, enter into a proposal, quote, purchase agreement, order form, statement of work, or otherwise click to accept or agree to an online registration form constituting Subscription Documentation (as defined in Section 1 (Definitions)), which references this Agreement and details the Services ordered from Remora. Client may be provided the option to purchase certain Services as part of a package deal, as detailed in the applicable Subscription Documentation. Remora has no obligation to provide anyone access to the Technology, provide any Services, or perform any tasks not specifically set forth in this Agreement, including any applicable Subscription Documentation.

2.2 Alteration of Subscription Documentation

Any amendments or modification to any existing Subscription Documentation must be agreed to in writing by the parties. Remora has no obligation to perform any Services under the amended Subscription Documentation until the parties have agreed to the effect of such changes on the applicable Fees.

2.3 Modification of the Services

Remora reserves the right, in its sole and absolute discretion, at any time and from time to time, with or without notice to Client except as expressly provided below, to: modify, update, upgrade, reconfigure, limit, suspend, discontinue, or remove any Service, or any feature, component, functionality, or offering thereof, in whole or in part incorporated in, installed on, or operating in connection with the Services or any website hosted or provisioned through the Services. Remora may exercise the foregoing rights for any reason it deems fit, including without limitation where Remora determines, in its sole discretion, that such action benefits Remora’s Clients generally, improves the Technology or the Services, or is necessary or advisable to protect Platform Integrity. Notwithstanding the foregoing, if Remora, on a discretionary basis and other than pursuant to Section 2.16 (Security and Platform Protection Actions) or Section 9.2 (Suspension of Services), makes a modification, removal, or discontinuation that materially reduces the functionality of the Services provided to Client, Remora will provide Client with prior written notice of the change in accordance with Section 8.1 (Notices). No prior notice is required for: (a) actions taken pursuant to Section 2.16 or Section 9.2; (b) changes that do not materially reduce the functionality of the Services provided to Client; or (c) the replacement of a Service with a functionally equivalent Service. Client acknowledges and agrees that no modification, replacement, removal, or discontinuation of any Service made pursuant to this Section 2.3 or Section 2.16, including the provision of a functionally equivalent Service, shall constitute a breach or default of this Agreement, entitle Client to any refund, credit, or set–off (except as expressly provided in Section 9.2 (Suspension of Services)), or relieve Client of its obligation to pay all Fees set forth in the applicable Subscription Documentation.

2.4 License for Use of Services and Rights

Subject to all terms and conditions of this Agreement, Remora grants Client a subscription–based, non–exclusive, non–transferable, non–sublicensable, revocable, limited right and license during the applicable Subscription Term and within the Territory to: (a) access and use the Services designated on Client’s Subscription Documentation including through Remora’s web–based Client portal and dashboards solely for Client’s business purposes; and (b) download, install, and use Remora’s mobile application(s) associated with the Services solely for Client’s business purposes; in each case only in accordance with this Agreement and the applicable Subscription Documentation.

2.5 Restrictions

Client must not (and must not allow any Third–Party to): (a) rent, lease, copy, transfer, sublicense or provide access to the Technology to a Third–Party (except Authorized Users as specifically authorized above); (b) incorporate the Remora Technology (or any portion thereof) into any site, product or service; (c) use the Technology (or any portion thereof) for time–sharing purposes or for a Third–Party’s benefit; (d) publicly disseminate benchmark or comparative performance testing of the Technology (which is deemed Remora’s Confidential Information), provided that nothing in this clause (d) restricts Client from sharing its own business metrics and website statistics (such as traffic, leads, and conversion data) with its accountants, advisors, or dealer peer groups; (e) modify or create a derivative work of the Technology or any portion thereof; (f) reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non–public application programming interfaces (APIs) to any of the Technology or the Services, except to the extent such restriction is prohibited by applicable law notwithstanding this limitation; (g) break or circumvent any security measures or rate limits for Services; (h) distribute any portion of the Technology other than as specifically permitted above; (i) use the Technology or the Services in violation of the Acceptable Use Policy; (j) remove or obscure any attribution or other notices contained in the Remora Technology including in any reports or output obtained from the Remora Technology; (k) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; (l) sell, resell, license, rent, or otherwise transfer for monetary or other valuable consideration any Customer Data or other personal information collected through the Technology or the Services, including any personally identified tracking data, as further described in Section 6.5 (No Resale of Consumer Data); or (m) access or use the Technology or the Services to develop, train, or improve a product or service that competes with the Technology or the Services, or assist any Third–Party in doing so.

2.6 Reservation of Rights

Remora reserves all rights not expressly granted to Client in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Client or any Third–Party any Intellectual Property Rights or other right, title, or interest in or to the Technology or any of Remora’s Intellectual Property.

2.7 Beta Releases and Free Access Subscriptions

Subject to Client’s compliance with the terms of this Agreement, Remora may provide Client with certain Services for free or on a trial basis (a “Free Access Subscription”) or with “alpha”, “beta” or other early–stage Services, integrations, or features (“Beta Releases”) for the Subscription Term set forth in the applicable Subscription Documentation (if applicable). This Section and any additional terms Remora provides with the applicable Free Access Subscription or Beta Release will apply thereto and supersede any contrary provision in this Agreement. Remora may use good faith efforts in its discretion to assist Client with Free Access Subscriptions or Beta Releases. Without limiting the other disclaimers and limitations in this Agreement, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, CLIENT AGREES THAT ANY FREE ACCESS SUBSCRIPTION OR BETA RELEASE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY, SUPPORT, MAINTENANCE, STORAGE, SLA, OR INDEMNITY OBLIGATIONS OF ANY KIND. WITH RESPECT TO BETA RELEASES, CLIENT FURTHER ACKNOWLEDGES AND AGREES THAT BETA RELEASES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS AND OTHER PROBLEMS FOR WHICH REMORA WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF A BETA RELEASE IS AT THE CLIENT’S SOLE RISK. You may choose to use Beta Releases in your sole discretion. Remora makes no guarantees or promises with respect to the continued availability of any Free Access Subscriptions or Beta Releases or that future versions of a Beta Release will be released or will be available under the same terms. Remora may discontinue Beta Releases at any time, in our sole discretion, and decide not to make Beta Releases generally available. Notwithstanding anything to the contrary herein, Remora may terminate Client’s right to use any Free Access Subscription or Beta Release at any time for any reason or no reason in Remora’s sole discretion, without liability.

2.8 Account Registration

Client will register for a Remora account in order to access or receive the Services. Account information must be accurate, current, and complete. Client agrees to keep its account information up to date so that Remora may send notices, statements, and other information by email and/or through Client’s account.

2.9 Eligibility and Use by Others

By agreeing to these Terms, Client warrants that it and its Authorized Users (as defined in Section 1 (Definitions)): (a) are over 18 years old; (b) have not previously been suspended or removed from the Technology or the Services; and (c) will comply with all applicable laws when using the Technology and the Services. Client may permit its Authorized Users to use the Technology provided their use is for Client’s benefit only and remains in compliance with this Agreement. Authorized Users are and will be subject to the applicable terms and conditions of this Agreement which may be communicated by posting to Remora’s website, or on a click–through basis to Authorized Users upon access to the Services.

2.10 Responsibility for Authorized Users

Client will be responsible and liable for all Authorized Users’ use and access and their compliance with the terms and conditions herein. Client will be solely responsible for authorizing and creating user IDs, passwords, and other access credentials for Authorized Users. Client is solely responsible for determining its Authorized Users and restricting and/or terminating the rights of such users during the Subscription Term, as Client deems appropriate. Provided, however, Remora may, in its sole discretion, suspend any Authorized User’s access to the Services. Client is solely responsible for ensuring that any user IDs, passwords, and other access credentials (such as API tokens) for the Technology are kept strictly confidential and not shared with any unauthorized person. Client shall protect and safeguard the confidentiality of the passwords and access to the Technology with at least the same degree of care as the Client would protect its own important passwords, but in no event with less than a commercially reasonable degree of care. Additionally, Client is solely responsible for complying, and ensuring its Authorized Users comply, with all laws applicable to Client. Client will be solely responsible for any and all actions taken using its and its Authorized Users’ accounts, passwords, or access credentials. Client must notify Remora promptly, and in any event within seventy–two (72) hours, after becoming aware of any unauthorized use of its account. You are solely responsible for all use of the Technology and the Services. Remora will not be liable for any loss or damage arising from unauthorized use of Client’s account, except to the extent caused by Remora’s breach of Section 2.14 (Security).

2.11 Use by Customers

Any person that is a customer of Client, or that is a potential customer of Client (“Customer(s)”) who accesses and/or uses the Services, including via Client’s website, are subject to the Acceptable Use Policy and such other terms as may be provided by Remora from time to time, which includes Remora’s right to remove or disable access to any Customer that violates our Acceptable Use Policy.

2.12 Documentation License

Subject to the terms and conditions contained in this Agreement, Remora hereby grants to Client a non–exclusive, non–sublicensable, non–transferable license to use the Documentation during the Term and solely for Client’s internal business purposes in connection with its use of the Services.

2.13 Monitoring

Remora is under no obligation to monitor the content of the Technology (or any server used in connection with the Services). However, Client understands and agrees that Remora may monitor and analyze Client Data or Customer Data (including but not limited to texts, messages, chats, etc.) to improve the Technology, or the Services; to improve Client’s experience using the Remora Technology, or the Services; to customize the Services and communicate with Client; to ensure compliance with the Acceptable Use Policy; and/or to make the Services, or the Technology more helpful or useful to Client and other users.

2.14 Security

Remora agrees to maintain technical and organizational measures designed to secure its systems from unauthorized access, use or disclosure. Remora represents and warrants that its collection, access, use, storage, processing, disposal, and disclosure of Customer Data does and will comply, in all material respects, with all federal, state, and local privacy and data protection laws applicable to Remora’s provision of the Services, including the Gramm–Leach–Bliley Act, 15 U.S.C. § 6801, et seq. (“GLBA”) and associated regulations. Remora shall implement administrative, physical, and technical safeguards to protect Customer Data that are no less rigorous than accepted industry practices, and shall ensure that all such safeguards, including the manner in which Customer Data is collected, accessed, used, stored, processed, disposed of, and disclosed, comply with applicable data protection and privacy laws. At a minimum, Remora’s safeguards for the protection of Customer Data shall include: (a) limiting access of Customer Data to Authorized Remora Users (as defined herein); (b) securing business facilities, data centers, paper files, servers, back–up systems and computing equipment; (c) implementing network, device application, database and platform security; (d) securing information transmission, storage and disposal; (e) implementing authentication and access controls within media, applications, operating systems and equipment; (f) implementing appropriate personnel security and integrity procedures and practices, including, but not limited to, conducting background checks consistent with applicable law; and (g) providing appropriate privacy and information security training to Remora’s Authorized Users. In addition, Remora shall promptly affirm compliance with any amendments or modifications to the GLBA, upon request of Client. “Authorized Remora Users” means (a) Remora’s employees who have a need to know or otherwise access Customer Data to enable Remora to perform its obligations under this Agreement; and (b) Remora’s agents, affiliates, or subcontractors who have a need to know or otherwise access Customer Data to enable Remora to perform its obligations under this Agreement, and who are bound in writing by confidentiality obligations sufficient to protect Customer Data in accordance with the terms of this Agreement. The parties’ respective obligations with respect to the Processing of personal information collected through the Services on Client’s behalf are further set forth in Remora’s Data Processing Addendum (https://remora.com/data-processing-addendum), which is incorporated into and forms part of this Agreement.

2.15 Storage

Remora does not provide an archiving service. During the Subscription Term, Client acknowledges that Remora may delete Client Data no longer in active use. Remora expressly disclaims all other obligations with respect to storage.

2.16 Security and Platform Protection Actions

Client acknowledges and agrees that the Technology and the Services are provided on a shared, multi–tenant infrastructure, including shared databases and hosting environments, and that code, content, configurations, integrations, or activity associated with any one client account or website may affect the security, stability, availability, integrity, or performance of the Technology and the Services for all of Remora’s clients that is, Platform Integrity, as defined in Section 1 (Definitions). Accordingly, notwithstanding anything to the contrary in this Agreement, Remora reserves the right, in its sole and absolute discretion, at any time and without prior notice to Client, to take any action Remora deems necessary or advisable to protect or preserve Platform Integrity or to prevent harm or liability to Remora, its other clients, or any Third–Party, including without limitation to: (a) remove, disable, quarantine, block, or modify any code, script, software, plugin, tag, integration, or Third–Party Product installed on or operating in connection with any website, application, or Service, regardless of whether it was installed by Remora, Client, an Authorized User, or a Third–Party; (b) redirect, suspend, disable, or take offline any website, domain, sub–domain, access point, or other component of the Services hosted or provisioned through the Technology; (c) apply patches, updates, or configuration changes, or roll back any change, to any portion of the Technology or the Services; and (d) suspend or restrict access to the Services by any account, Authorized User, or Customer. Where Remora determines it is reasonably practical under the circumstances, Remora will endeavor to notify Client of any protective action materially affecting Client’s use of the Services, which notice may be provided after the action is taken and in accordance with Section 8.1 (Notices); provided, however, that Remora’s failure to provide any notice shall not limit Remora’s rights under this Section or constitute a breach of this Agreement. Any action taken by Remora pursuant to this Section 2.16 shall not constitute a breach or default of this Agreement, shall not entitle Client to any refund, credit, or set–off (except as expressly provided in Section 9.2 (Suspension of Services)), and shall not relieve Client of its obligation to pay all Fees. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REMORA WILL HAVE NO LIABILITY FOR ANY DAMAGES, LIABILITIES, OR LOSSES (INCLUDING ANY LOSS OF DATA, REVENUE, OR PROFITS), OR ANY OTHER CONSEQUENCES THAT CLIENT, ANY AUTHORIZED USER, OR ANY CUSTOMER MAY INCUR AS A RESULT OF ANY ACTION TAKEN BY REMORA PURSUANT TO THIS SECTION 2.16.

3 – Support Guarantee and Expectations

3.1 Support Expectations

Remora makes available web–based support through the Services, by phone, and by email. Any support services are subject to this Agreement. Remora may also provide onboarding, deployment, and other services under this Agreement. Such services are included in Client’s monthly subscription and are not separately charged; their scope and terms may be described in the applicable Subscription Documentation. Remora’s ability to provision Remora’s Technology and deliver the Services will depend on Client’s reasonable and timely cooperation and the accuracy and completeness of any information from Client needed to deliver the Services.

3.2 Remora’s Guarantee

Subject to the terms and conditions provided for herein, Remora guarantees that Client’s Support Requests will be completed within three (3) business days of receipt (the “Three Day Service Guarantee”) unless otherwise stated in the Subscription Documentation. Remora’s business hours are typically 9 AM to 6 PM (EST), Monday through Friday. However, Remora reserves the right to alter and amend these hours and/or close the office for holidays or for any other reason. Regardless of the reason Remora’s offices may be closed, including any office closures after normal business hours, the Three Day Service Guarantee provided for herein shall be tolled until Remora re–opens for business. Additionally, Remora guarantees that all Support Requests will be received, completed, and delivered by Remora’s own English–fluent support team located in the United States; Remora does not use offshore call centers or offshore outsourced support.

In the event that Client revises or alters any previously submitted Support Request, Client agrees that, upon submission of any such request for revision or alteration to a previously submitted Support Request, the original or previous Support Request will be deemed abandoned, and Remora shall have three (3) business days (unless otherwise stated on the Subscription Documentation) from when the revision or alteration is requested by the Client.

In the event that a Support Request relates to the Technology’s involvement or integration with Third–Parties, Remora will communicate with the Client and the Third–Party in good faith and endeavor to complete the request consistent with Remora’s Three Day Service Guarantee. However, the Three Day Service Guarantee shall be tolled due to any delays caused by a Third–Party, and Remora will not be held responsible for the time that the related Third–Party takes to complete the provisioning, customizations, or modifications to the Third–Party Products that may be required to complete Client’s request.

In the event that Client submits a Support Request that requires Remora to write custom code or make substantial modifications to the Technology (i.e., “Custom Work,” as defined in Section 1 (Definitions)), Remora will, within the Three Day Service Guarantee period, notify Client that the request constitutes Custom Work and provide a good–faith written estimate of the time required to complete it; such notification and estimate together constitute a completed Support Request. Thereafter, the Custom Work itself is not subject to Remora’s Three Day Service Guarantee, but Remora will use commercially reasonable efforts to complete the Custom Work within the estimated time frame and will notify Client if the estimate materially changes.

Remora will develop and maintain Client’s website to substantially conform to the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA, provided that Client adheres to Remora’s best practices, and provided further that this commitment does not extend to: (a) content, images, or materials supplied by Client, its Authorized Users, or its Customers; (b) any Third–Party code or Third–Party Products, whether or not installed by Remora on Client’s behalf; or (c) modifications made at Client’s request contrary to Remora’s recommendation. Remora makes a good faith effort to conform Client’s website to the Americans with Disabilities Act; however, Remora does not guarantee compliance with the Americans with Disabilities Act or any other accessibility law or regulation, and Client remains solely responsible for its own legal compliance obligations with respect to accessibility.

Remora provides a system to help Clients comply with State and Federal laws and makes a good faith effort to comply with all laws and regulations regarding the display of pricing. However, Remora does not guarantee compliance with State and Federal laws regarding the display of pricing and communication with Client’s prospects and customers that Remora is responsible for communicating with through text messages and emails. Remora’s Technology and Services collects text-based opt-in permission from consumers before sending SMS communications. Remora does not send unsolicited messages to consumers. Client is expected to abide by the Telephone Consumer Protection Act, the CAN-SPAM Act, the Gramm–Leach–Bliley Act, the Florida Telephone Solicitation Act, and all other relevant State and Federal laws that apply to email and text messaging communications with consumers.

Remora makes a good faith effort to comply with Client’s OEM brand guidelines. While Remora does take responsibility for abiding by the Client request configuration of how pricing is displayed on the website, Client is responsible for the actual pricing of Client’s inventory and Remora will not be held responsible for errors or omissions stemming from errant or noncompliant prices provided to Remora by Client. Remora will clearly display the prices that are provided by Client on the website.

In the event of a breach of any guarantee or commitment in this Section 3.2, Remora agrees to provide one free month of Services and access to the Technology in the form of a credit equal to one (1) month’s Base Rate as stated on Client’s Rate Schedule, applied as a credit line item on the next monthly invoice; no more than one credit under this Section 3.2 will accrue for any single calendar month. CLIENT ACKNOWLEDGES AND AGREES THAT THIS CREDIT IS CLIENT’S SOLE AND EXCLUSIVE REMEDY, AND REMORA’S SOLE LIABILITY, FOR BREACH OF ANY GUARANTEE OR COMMITMENT IN THIS SECTION 3.2.

4 – Intellectual Property Ownership

4.1 Intellectual Property Ownership

All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know–how, and other confidential information, trade dress, trade names, logos, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product and other materials that are delivered to Client under this Agreement or prepared by or on behalf of Remora in the course of performing the Services, except for any Confidential Information of Client, is owned exclusively by Remora and the ownership shall remain with Remora during and following the termination of this Agreement. Remora will have the exclusive rights in making any derivative works from any of its work, practices, coding, or programming arising out of the Services.

Client shall retain all its Intellectual Property Rights in any text, images or other components Client owns and delivers to Remora for use on the website that is developed under this Agreement. Client hereby grants Remora a non–exclusive, worldwide, royalty–free right and license to collect, use, copy, store, transmit, modify, and create derivative works of Client’s Intellectual Property solely to the extent necessary to provide the Services to Client and as otherwise provided herein. Client further instructs Remora to use and disclose Client’s Intellectual Property, Client Data, and Customer Data as necessary to (a) provide the Services consistent with this Agreement and Remora’s Privacy Policy, including detecting, investigating, and preventing security incidents, spam, fraud, or unlawful use of the Technology or the Services, and (b) respond to Client’s inquiries or any technical problems or to ensure that the Technology is working properly.

Both parties acknowledge and agree that, except as specifically set forth in this Agreement, neither party shall acquire under this Agreement any rights of use or ownership with respect to any trade names, trade dress, trademarks, service marks, commercial symbols, copyrightable material, designs, logos and/or any other intellectual property of the other party or its licensors, and all such intellectual property shall remain the property of its respective owner.

4.2 Ownership Acknowledgements and Updates

By accepting this Agreement, Client acknowledges that it is obtaining subscription–based access to the Technology only which includes a limited right to use the Services and irrespective of any use of the words “purchase”, “sale” or similar terms, no ownership rights are transferred to Client under this Agreement and, except as expressly permitted by such limited right, Client may not make any use of the Technology or the Services. Client agrees that Remora exclusively retains all rights, title and interest (including all intellectual property rights) in and to all products, any and all related documentation, software, technology, code, know–how, logos, trademarks, service marks, and templates (including in any reports or output obtained from the Technology), anything delivered as part of support, materials or other services, and any updates, modifications or derivative works of any of the foregoing and reserves any licenses not specifically granted herein. Furthermore, Remora exclusively owns and reserves all right, title, and interest in and to Remora’s Confidential Information, which does not include Client Data in identifiable form. Notwithstanding anything to the contrary in this Agreement, Remora exclusively owns all right, title, and interest in and to: (a) all usage data, telemetry, logs, metadata, and analytics generated by or derived from the use or operation of the Technology or the Services, including the VIN Report and all other reports and output generated by the Technology (exclusive of the Client Data contained therein); and (b) all anonymized, deidentified, or aggregated data derived from Client Data or Customer Data; provided that Remora’s use of deidentified data remains subject to the deidentification commitments in Remora’s Data Processing Addendum, and no data described in clauses (a) or (b) will be used or disclosed in a manner that identifies Client, any Authorized User, or any natural person, or that discloses Client’s Confidential Information. The Services are offered as an on–line, hosted product. Accordingly, Client acknowledges and agrees that it has no right to obtain a copy of the software behind any Services or Technology and that Remora at its option may make updates, bug fixes, modifications, or improvements to the Technology or the Services from time–to–time.

Remora owns the intellectual property rights in all software, designs, text, images, or other content available on the Remora websites and the Technology or Remora has obtained applicable rights to such text, images, software, or other content from applicable Third–Parties who own the content. You may not redistribute or copy any part of the Remora websites or the Technology without our prior written consent. However, we give you permission to view, copy, and print material on Remora’s public marketing websites subject to the following conditions: You may use such material only for internal, informational, and noncommercial purposes; you may not alter the material; and you must include our copyright notice on any copy. For clarity, Client’s use of the Technology, the Services, and the reports and output generated by the Technology is governed by the license in Section 2.4 (License for Use of Services and Rights), not by this paragraph.

Without obtaining Remora’s prior written consent, you may not republish, redistribute, or otherwise make any copies, of the materials on the Remora websites or the Technology. No other use of the material within the Remora websites or the Technology is permitted without our prior written consent.

The Remora name, trademarks, logos, product and service names, designs, slogans, service marks, and all related names (the “marks”) are property of Remora. You must strictly adhere to our brand guidelines whenever publishing Remora’s trade dress or marks in any way. Remora’s approved digital branded assets are available along with detailed instructions for use here: https://remora.com/brand-guidelines. All other names, logos, product and service names, designs, and slogans displayed on the Remora Technology, the Services, and the websites are the trademarks of their respective owners.

4.3 Client Data Rights

As between the parties, Client retains all right, title, and interest (including any intellectual property rights) in and to the Client Data (as defined in Section 1 (Definitions), and including Customer Data and Third–Party Content). Client hereby grants Remora a non–exclusive, worldwide, royalty–free right and license to collect, use, copy, store, transmit, modify, and create derivative works of the Client Data solely to the extent necessary to provide the Services to Client and as otherwise provided herein. Client further instructs Remora to use and disclose Client Data and Customer Data as necessary to (a) provide the Services consistent with this Agreement and Remora’s Privacy Policy, including detecting, investigating, and preventing security incidents, spam, fraud, or unlawful use of the Services, and (b) respond to Client’s inquiries or any technical problems or to ensure that the Technology is working properly.

4.4 Feedback and Client Contributions

Remora does not accept or consider unsolicited ideas, including ideas for new promotions, new products or technologies, processes, materials, marketing plans or new product names (“contributions”). We do not want to create any misunderstandings or disputes if our products or strategies seem similar to ideas submitted to us. In connection with any unsolicited contributions you may submit to us, you agree that the contributions will not be confidential, that no fiduciary relationship is intended or created between you and us, and that you have no expectation of review, compensation, or consideration of any type. We are not responsible or liable to any Third–Party for the content or contributions provided by you.

If Client or any of its employees, contractors, or agents provides Remora by any means with any suggestions, comments, improvements, ideas, know–how, concepts, techniques, or other feedback relating to the Technology or the Services, including new features or functionality (collectively, “Feedback”), Client hereby assigns to Remora all right, title, and interest in and to such Feedback, and, to the extent such assignment is ineffective for any reason, Client hereby grants Remora a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty–free right and license to use, copy, disclose, license, distribute, and exploit such Feedback in any manner without any obligation, attribution, payment, or restriction based on Intellectual Property Rights or otherwise. Client will ensure that it has obtained from its employees, contractors, and agents all rights necessary to effect the foregoing assignment and license. Nothing in this Agreement limits Remora’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise, and Remora is not required to use any Feedback.

4.5 Copyright Infringement Claims; DMCA

Remora respects intellectual property rights and expects Clients, Authorized Users, and Customers to do the same. If you believe that any content hosted on or made available through the Technology infringes your copyright, you may send a notification under the Digital Millennium Copyright Act, 17 U.S.C. § 512 (the “DMCA”), to Remora’s Designated Copyright Agent: Remora, Inc., Attn: DMCA Agent Legal Department, 3236 Beach Blvd., Jacksonville, FL 32207; email: dmca@remora.com. Your notification must include: (a) identification of the copyrighted work claimed to have been infringed; (b) identification of the allegedly infringing material and information reasonably sufficient to permit Remora to locate it; (c) your name, address, telephone number, and email address; (d) a statement that you have a good–faith belief that the use of the material is not authorized by the copyright owner, its agent, or the law; (e) a statement, under penalty of perjury, that the information in the notification is accurate and that you are the copyright owner or authorized to act on the owner’s behalf; and (f) your physical or electronic signature. Upon receipt of a compliant notification, Remora will expeditiously remove or disable access to the identified material and will take reasonable steps to notify the party that posted it. That party may submit a counter–notification complying with 17 U.S.C. § 512(g)(3) to the Designated Copyright Agent, in which case Remora may restore the removed material in accordance with the DMCA. Remora maintains and enforces a policy of terminating, in appropriate circumstances, the accounts or access of Clients, Authorized Users, or Customers who are repeat infringers. Nothing in this Section 4.5 limits Remora’s rights under Section 2.16 (Security and Platform Protection Actions) or Section 9.2 (Suspension of Services).

5 – Confidential Information

5.1 Mutual Confidentiality

All non–public, confidential or proprietary information of either party (“Confidential Information”), including, but not limited to, the terms of Client’s Subscription Documentation and Rate Schedule, information about such party’s business affairs, products, services, methodologies, confidential intellectual property, trade secrets, Third–Party confidential information, and other sensitive or proprietary information, disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, or otherwise learned by the Receiving Party in connection with this Agreement, and whether or not marked, designated, or otherwise identified as “confidential,” is confidential, solely for use in performing this Agreement and may not be disclosed or copied unless authorized by the Disclosing Party in writing. The Receiving Party shall protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care. Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of the Receiving Party’s breach of this Agreement; (b) is obtained by the Receiving Party on a non–confidential basis from a Third–Party that was not legally or contractually restricted from disclosing such information; (c) the Receiving Party establishes by documentary evidence, was in its possession prior to the Disclosing Party’s disclosure hereunder; or (d) is required to be disclosed under applicable federal, state or local law, regulation or a valid order issued by a court or governmental agency of competent jurisdiction.

5.2 Survival of Confidentiality and Responsibilities

The Receiving Party shall be responsible for any breach of this Agreement caused by any of its employees, contractors, agents, or representatives. At any time during or after the term of this Agreement, at the Disclosing Party’s written request, the Receiving Party shall promptly return, and shall require its representatives to return to the Disclosing Party all copies, whether in written, electronic, or other form or media, of the Disclosing Party’s Confidential Information. Each party’s confidentiality obligations under this Agreement will survive termination or expiration of this Agreement for as long as such Confidential Information remains confidential.

5.3 Obligation of Confidentiality

Except as otherwise expressly permitted in this Agreement, each party must: (a) hold in confidence and not disclose the other party’s Confidential Information to Third–Parties; and (b) use the other party’s Confidential Information only as necessary to fulfill its obligations and exercise its rights under this Agreement. Each party may share the other party’s Confidential Information with its employees, agents, contractors, or subcontractors having a legitimate need to know, provided that such party remains responsible for any recipient’s compliance with the terms of this Section 5 (Confidential Information) and these recipients are bound to confidentiality obligations no less protective than this Section 5. Each party may also disclose the other party’s Confidential Information (including, in the case of Client, the terms of Client’s Subscription Documentation and Rate Schedule) to its legal counsel, accountants, and other professional advisors who have a need to know such information in connection with advising that party, provided that such advisors are bound by professional obligations of confidentiality or by confidentiality obligations no less protective than this Section 5, and the disclosing party remains responsible for its advisors’ compliance.

5.4 Exclusions

These confidentiality obligations do not apply to (and Confidential Information does not include) information excluded from Confidential Information under Section 5.1 (Mutual Confidentiality), or information that is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information. A party may also disclose the other party’s Confidential Information to the extent required by law or court order, provided it gives advance notice (if permitted by law) and cooperates in any effort by the other party to obtain confidential treatment for the information.

5.5 Remedies

The parties acknowledge that disclosure of Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so upon breach of this Section each party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.

6 – Client Obligations

6.1 Client’s Responsibilities

Client shall provide Remora with the initial information, contextual copy, inventory data, vehicle images and content intended to be displayed or that is needed to complete the development and provisioning of the Technology and of the Services. Client shall be responsible for registering and renewing their domain name and phone numbers and paying all fees associated therewith, and Client shall be the owner of such domain names and phone numbers. Client shall respond promptly to any request by Remora for information or for approval of the Services. Client shall notify Remora of any changes to Client’s procedures affecting Remora’s obligations under this Agreement at least five (5) days before implementing such changes.

Client is responsible for the accuracy, completeness, and timeliness of the inventory data feed(s) supplying vehicle listings to Client’s website(s) and any applicable Group Website. Client acknowledges that Billable Sale counts under Section 7 (Fees and Payment) are derived from the addition and removal of vehicles in the website inventory feed, and that manipulation of feed data for the purpose of avoiding or distorting Billable Sale counts is a material breach of this Agreement.

Each party is responsible for any fines arising from its non–compliance or spamming. Each party must comply with all applicable local, state, national and international laws, and regulations when using the Technology or providing Services. Any attempt by anyone to damage, attack, disable, overburden, or impair the Technology is a violation of criminal and civil laws. We reserve the right to seek damages from anyone doing so to the fullest extent permitted by law.

You will not post or transmit through the Technology, or any of the Services, any material or content that violates or infringes in any way the rights of others, solicits, encourages or promotes the use of illegal substances, is threatening, abusive, harassing, defamatory, libelous, derogatory, invasive of privacy or publicity rights, vulgar, obscene, bigoted or hateful, profane, scandalous, pornographic, indecent or otherwise objectionable, gives rise to civil or criminal liability or otherwise violates any applicable law.

Client is responsible and liable for all uses of the Services and Documentation resulting from access provided by Remora, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the foregoing, Client is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Client will be deemed a breach of this Agreement by Client. Client shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services and shall cause Authorized Users to comply with such provisions. Amendments to this Agreement are governed by Section 14.20 (Amendment).

6.2 Regarding Third–Party Products

Remora may from time to time integrate its Services with Third–Party Products. For purposes of this Agreement, such Third–Party Products are subject to their own terms and conditions. If Client does not agree to abide by the applicable terms for any such Third–Party Products, then Client should not install, request for Remora to install, or use such Third–Party Products.

6.3 Client Warranty

Client warrants and represents that it is in full compliance with all applicable state, federal, and international laws, rules and regulations and that Client will not use the Services in a manner that would violate or cause Remora to violate any obligation with respect to any such laws, rules or regulations, or amendments thereto, including but not limited to the Federal Trade Commission’s Telemarketing Sales Rule, the Telephone Consumer Protection Act of 1991, the Gramm–Leach–Bliley Act of 1999, the CAN-SPAM Act, and Do Not Call rules and prohibitions. Client also warrants and represents that: (a) Client has sole ownership of any Client Data it provides to Remora, or otherwise has legal rights to provide such Client Data, and Client Data and Remora’s use thereof will not violate Third–Party rights, including intellectual property, privacy and publicity rights; (b) Remora’s possession and/or use of the Client Data on Client’s behalf in connection with the Services, as contemplated hereunder, will not violate any contract, statute, or regulation; (c) any Client Data that Client and/or Client’s authorized representative(s) submit for publication on an online review or ratings website as a provider of goods or services will be true and accurate, and will only concern Client or the goods and/or services that Client provides; and (d) Client and/or Client’s authorized representative(s) will only use the Services for interaction with actual Customers. If Client receives any take–down requests or infringement notices related to Client Data or its use of Third–Party Products, it will promptly stop using these items with the Services and notify Remora immediately. Remora will not be held liable for any consequences of false and/or inaccurate content published through the Technology by Client or its Authorized Users.

6.4 Privacy Compliance Postures; California Compliance

(a) Client Responsibility for Privacy Posture. Client is solely responsible for determining and adopting its own privacy compliance posture, including its compliance with the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020, and their implementing regulations (collectively, “California Privacy Laws”), and any other privacy or data protection law applicable to Client or its website(s). Remora provides web–based tools designed to assist Client in implementing the privacy posture Client selects, and Remora’s responsibility is limited to implementing Client’s selected posture on Client’s behalf. Remora may place a default privacy policy on Client’s website; any such default privacy policy is provided solely for Client’s convenience, and Client is and remains solely responsible for the content, accuracy, completeness, and legal sufficiency of the privacy policy posted on Client’s website and for Client’s cookie–compliance posture, including with respect to California Privacy Laws. Consistent with Section 10.6 (No Advice), Remora does not provide legal advice, no privacy posture, tool, or default policy provided by Remora constitutes legal advice, and Client’s use of any of them does not guarantee compliance with any law in any jurisdiction. Client is encouraged to consult its own legal counsel in selecting its privacy posture.

(b) Cookie–Compliance Postures. Remora offers the following cookie–compliance postures for Client websites, from which Client must select one. Client’s selection (or failure to make a selection) is Client’s sole responsibility:

(i) No Banner. No cookie banner or notice is displayed on Client’s website. This is the default posture provided by Remora if none are selected by Client.

(ii) Disclosure–Only Banner. Client’s website displays a notice disclosing that the Technology uses cookies to track website users, without offering users a consent choice.

(iii) Opt–Out Posture. Client’s website displays a cookie consent banner permitting website users to allow or deny tracking. If Client selects this posture and a website user denies tracking, Remora will honor the user’s request by suppressing third–party scripts as described in Section 6.4(c).

(iv) Opt–In Posture (GDPR–Style). Client’s website displays a cookie consent banner requiring affirmative consent before tracking occurs. If Client selects this posture, Remora suppresses all cookie–producing scripts until the website user expressly opts in to tracking.

(c) Script Suppression; Global Privacy Control. Remora reserves the right to honor a website user’s request not to be tracked by suppressing any third–party scripts that transmit data to cookies residing on third–party servers outside of Remora’s network. Client acknowledges and agrees that Remora honors the Global Privacy Control (“GPC”) opt–out preference signal on all Client websites, regardless of the cookie–compliance posture selected by Client under Section 6.4(b) (including the No Banner posture), and that Remora will suppress third–party tracking scripts in response to a GPC signal accordingly. Client acknowledges that script suppression pursuant to a user’s consent choice under Client’s selected posture, or pursuant to Section 2.16 (Security and Platform Protection Actions), may limit the functionality of Third–Party Products or analytics on Client’s website and shall not constitute a breach or default of this Agreement or entitle Client to any refund, credit, or set–off.

6.5 No Resale of Consumer Data

Client Data and Customer Data collected through the Technology and the Services are collected on Client’s behalf. Subject to this Agreement and applicable law (including any consent or notice obligations owed to the individuals concerned), Client may use such data for Client’s own internal business purposes, including Client’s own marketing and advertising purposes. However, Client shall not, and shall not permit any Authorized User or Third–Party to, sell, resell, rent, lease, license, sublicense, trade, disclose, or otherwise transfer or make available, for monetary or other valuable consideration, any Customer Data or other personal information collected through the Technology or the Services including without limitation any personally identified or personally identifiable tracking, browsing, behavioral, or activity data to any other business, data broker, or Third–Party. For the avoidance of doubt, this Section 6.5 does not prohibit Client from disclosing such data to its own service providers acting on Client’s behalf and bound by written obligations no less restrictive than this Section, or as required by applicable law.

7 – Fees and Payment

7.1 Subscription Model

The Services are provided on a single, all–inclusive monthly subscription basis. Client’s monthly subscription covers all Services set forth in the applicable Subscription Documentation, and there are no à la carte charges or separately billed add–on services. Except as expressly provided in Section 7.7 (Group Websites) or as expressly stated on the applicable Rate Schedule, Fees apply on a per–Rooftop basis: the Base Rate, Included Sales Allowance, Per–Sale Rate, and Monthly Fee Cap (each as defined below) apply separately to each dealership location and its associated website receiving the Services (each, a “Rooftop”). Client agrees to pay Remora the fees determined in accordance with this Section 7 at the rates set forth in the applicable Rate Schedule (collectively, the “Fees”).

7.2 Rate Schedule; Uniform Mechanics

All rates and dollar amounts applicable to Client including Client’s base monthly rate (the “Base Rate”), included sales allowance (the “Included Sales Allowance”), per–sale overage rate (the “Per–Sale Rate”), and monthly fee cap (the “Monthly Fee Cap”) are set forth exclusively in the rate schedule attached to or incorporated into Client’s Subscription Documentation (the “Rate Schedule”). The Rate Schedule is the sole and controlling source of the rates applicable to Client. Any pricing published on Remora’s website or in Remora’s marketing materials is list pricing provided for general informational purposes only, does not apply to Client, and does not modify, control, or supersede the Rate Schedule. This Agreement sets forth pricing methods and mechanics only and contains no rates. The measurement methodology, billing calendar, dispute process, proration rules, and termination and reconciliation processes set forth in this Agreement are uniform across all Remora clients and are not subject to negotiation or variation by the Rate Schedule or otherwise; a negotiated arrangement between Remora and Client may vary only the rates and amounts stated on the Rate Schedule. In the event of any conflict, the Rate Schedule controls as to rates and amounts, and this Agreement controls as to all methods and mechanics.

7.3 Billable Sales

A “Billable Sale” occurs when a vehicle listed on Client’s website is removed from the website inventory feed. All sale and disposition types including retail, wholesale, and commercial sales count equally as Billable Sales, provided the vehicle was listed on Client’s website; vehicles never listed on Client’s website are never counted as Billable Sales. Notwithstanding the foregoing, a vehicle identification number (“VIN”) removed from the website inventory feed that reappears within seven (7) days of removal whether on Client’s website or on the website of any commonly–owned affiliated Rooftop or Group Website on Remora’s platform is not counted as a Billable Sale (the “Reappearance Exclusion”).

7.4 Measurement Period

Billable Sales are counted during each “Measurement Period,” which runs from the 20th day of the previous calendar month through the 19th day of the current calendar month. A Billable Sale is attributed to the Measurement Period in which the vehicle’s removal from the website inventory feed occurs.

7.5 System of Record; Client–Facing Reporting

The VIN–level removal report generated by the Technology identifying, for each removed vehicle, the VIN, year, make, model, date listed, and date removed (the “VIN Report”) is the contractual system of record for billing under this Agreement. Client expressly acknowledges and agrees that Remora’s Billable Sale counts are based on website–removal dates falling within the applicable Measurement Period, that such counts will differ from reports generated by Client’s dealer management system (“DMS”) or other systems that report sales by contract date or other criteria, and that such differences are inherent to the measurement method and are not billing errors. The Client portal provides a running count of current–period Billable Sales and access to the VIN Report. The running count is preliminary and remains subject to adjustment under the Reappearance Exclusion; the final Billable Sale count for a Measurement Period is the count stated on the applicable invoice, subject to Section 7.9 (Invoice Disputes; Credits).

7.6 Included Sales Allowance; Overage Fees; Proration; Fee Cap

Each invoice includes the full Included Sales Allowance for the applicable Measurement Period. Billable Sales during a Measurement Period up to and including the Included Sales Allowance are included in the Base Rate at no additional charge. Each Billable Sale during a Measurement Period in excess of the Included Sales Allowance is charged at the Per–Sale Rate (such charges, “Overage Fees”). Base fees prorate for partial billing periods; the Included Sales Allowance does not prorate. Total monthly Fees for each Rooftop (or for each Group Website) will not exceed the Monthly Fee Cap stated on the applicable Rate Schedule.

7.7 Group Websites

A “Group Website” means a website operated through the Services for a dealer group that aggregates or displays inventory attributable to more than one dealership location. Group Websites are billed as follows:

(a) Groups with Rooftops on the Services. If one or more Rooftops of the dealer group receive the Services, no Base Rate applies to the Group Website. Billable Sales occurring on the Group Website are billed at the Per–Sale Rate stated on the applicable Rate Schedule only to the extent the Billable Sale is not attributable to a Rooftop that Remora already serves and bills under this Agreement or another agreement no sale is ever billed twice and such charges are subject to the Monthly Fee Cap applicable to the Group Website. For the avoidance of doubt, a dealer group all of whose dealership locations are Rooftops receiving the Services pays no Fees for its Group Website.

(b) Per–Rooftop Default. The Base Rate, Included Sales Allowance, and Monthly Fee Cap apply per Rooftop and per website by default. Any group–level cap, group–level allowance, or other consolidated billing arrangement is a negotiated exception that applies only if and as expressly stated on the applicable Rate Schedule, and is never a default.

(c) Uniform Measurement. Billable Sales on Group Websites are defined, measured, and reported identically to Billable Sales on Rooftop websites including the definition in Section 7.3, the Measurement Period in Section 7.4, the Reappearance Exclusion, and the VIN Report as system of record under Section 7.5 including with respect to inventory originating from dealership locations that do not otherwise receive the Services.

7.8 Billing Calendar; Payment of Fees

Remora issues one invoice per calendar month for each Rooftop (or Group Website), generated on the 20th day of each month. Each monthly invoice contains: (a) the Base Rate for the following calendar month, billed in advance; and (b) any Overage Fees for the Measurement Period ending on the 19th of the month of invoice generation, billed in arrears. Because a new Client has no completed Measurement Period at the time of its first invoice, Client’s first invoice will contain no Overage Fees. Each invoice is due in full on the first (1st) day of the calendar month following invoice generation, and payment is considered overdue if not received within ten (10) days after the due date. All references to currency set forth herein will mean U.S. dollars, with all payments hereunder to be made in U.S. dollars. Subscription Fees are non–refundable and non–creditable, except as expressly set forth in this Agreement, including Section 3.2 (Remora’s Guarantee), Section 7.9 (Invoice Disputes; Credits), Section 9.2 (Suspension of Services), Section 9.3 (Termination for Cause), and Section 11.2 (Indemnification by Remora). If the payment method selected is credit card, ACH, or direct debit, Client authorizes Remora to charge the Fees stated on each monthly invoice automatically on the invoice due date. The Subscription will continue unless and until you or Remora terminate your Subscription in accordance with Section 9 (Term and Termination). Remora shall have the right to charge interest on all overdue amounts at the rate of one and one–half percent (1.5%) per month (eighteen percent (18%) per annum, simple interest), or the maximum rate permitted by applicable law, whichever is less. Additionally, if payment becomes overdue, Remora may suspend Client’s access to the Technology after providing Client written notice of nonpayment and five (5) business days’ opportunity to cure following such notice, and/or may seek to enforce Client’s payment obligations. No prior notice or cure period is required where Remora reasonably believes Client’s payment method has been used fraudulently or Client has initiated an unjustified chargeback.

7.9 Invoice Disputes; Credits

Each invoice is due and payable in full on its due date notwithstanding any pending dispute, and disputed amounts may never be withheld from the amount due. Client may dispute the Billable Sale count on an invoice within sixty (60) days after the date of invoice generation; any dispute raised after that window is waived. A dispute may be raised informally, and verbal notice is sufficient to open a review; however, issuance of any credit requires supporting documentation from Client a DMS sales report or a list of contested VINs. Adjustments validated by Remora are issued as credit line items on the next monthly invoice. Upon expiration of the dispute window for an invoice, the Billable Sale count and Fees stated on that invoice become final and binding on both parties, and Remora will not issue corrections or additional charges for that Measurement Period after that date. This Section 7.9 states the exclusive process for disputing Billable Sale counts and related Fees.

7.10 Taxes

Remora’s Fees are exclusive of all taxes, and Client must pay any applicable taxes or levies, whether domestic or foreign. Client will make tax payments to Remora to the extent amounts are included on Remora’s invoices.

7.11 Rate Reviews

The rates set forth on the Rate Schedule are reviewable, and may be adjusted by Remora, upon at least ninety (90) days’ prior written notice to Client delivered in accordance with Section 14.20 (Amendment), with the adjusted rates effective upon the first renewal of Client’s Subscription Term occurring on or after expiration of the notice period. Rate adjustments modify only the rates and amounts stated on the Rate Schedule and do not modify the pricing methods and mechanics set forth in this Section 7.

8 – Notice

8.1 Notices

Any notice or communication to Remora under this Agreement must be in writing. Client must send any notices under this Agreement via postal mail to Remora Headquarters (3236 Beach Blvd., Jacksonville, FL 32207) or via email to legal@remora.com with “Attention Remora Legal Department” in the subject line. Notices of non–renewal under Section 9.1 (Term) may also be sent by email to support@remora.com. Remora may send notices to the e–mail addresses on Client’s account or, at Remora’s option, to Client’s last–known postal address. Remora may provide operational notices regarding the Services through conspicuous posting of such notice on Remora’s website or through the Technology. Each party hereby consents to receipt of electronic notices and agrees that any notices, agreements, disclosures, or other communications that Remora sends to you electronically will satisfy any legal communication requirements, including that those communications be in writing. Remora is not responsible for any automatic filtering that Client, or its network provider may apply to email notifications.

9 – Term and Termination

9.1 Term

This Agreement is effective until the applicable Subscription Term for the Services has expired, or the Subscription is terminated as expressly permitted herein. Subscriptions to the Services are month–to–month: the initial term is one (1) month beginning on the Subscription Start Date, and the Subscription will automatically renew for successive one (1) month periods (each such period, the “Subscription Term”), unless either party gives written notice of non–renewal at least thirty (30) days before the end of the then–current Subscription Term. Client may give notice of non–renewal by sending an email to support@remora.com. If no Subscription start date is specified on the applicable Subscription Documentation, the Subscription starts when Client first obtains access to the Services (“Subscription Start Date”). By agreeing to any Subscription Documentation, Client is agreeing to pay applicable fees for the entire Subscription Term. Client cannot cancel or terminate a Subscription Term except as expressly permitted by Section 9.3 (Termination for Cause).

9.2 Suspension of Services

Remora may, in its sole and absolute discretion and with or without prior notice to Client, suspend Client’s access to the Services in whole or in part, remove or disable Client Data, remove or disable any Third–Party Product, code, script, or integration, or redirect, suspend, or take offline any website or access point hosted or provisioned through the Services, if Remora determines that: (a) Client’s account is overdue (provided that a suspension based solely on an overdue account is subject to the notice–and–cure requirement in Section 7.8 (Billing Calendar; Payment of Fees)); (b) Client has breached Section 2 (Use Rights and Restrictions) or Section 6 (Client Obligations); or (c) such action is necessary or advisable to prevent harm or liability to Remora, its other clients, or any Third–Party, or to protect or preserve Platform Integrity (as defined in Section 1 (Definitions)). Remora’s rights under this Section 9.2 are cumulative and in addition to, and not in limitation of, Remora’s rights under Section 2.3 (Modification of the Services) and Section 2.16 (Security and Platform Protection Actions). Client will remain responsible for payment of Fees during any suspension period; provided, however, that notwithstanding Section 2.3 (Modification of the Services) or Section 2.16 (Security and Platform Protection Actions), if any suspension of the Services, or any protective action having substantially the same effect on Client’s use of the Services, whether taken under this Section 9.2, Section 2.3, or Section 2.16, continues for more than five (5) consecutive days and was not caused by Client’s breach of this Agreement or Client’s failure to pay Fees when due, the Base Rate will be abated pro–rata for the portion of the suspension period beyond such five (5) days, applied as a credit line item on the next monthly invoice. Unless this Agreement has been terminated, Remora will cooperate with Client to restore access to the Services once it verifies that Client has resolved the condition requiring suspension. REMORA WILL HAVE NO LIABILITY FOR ANY DAMAGE, LIABILITIES, LOSSES (INCLUDING ANY LOSS OF DATA OR PROFITS), OR ANY OTHER CONSEQUENCES THAT CLIENT OR ANY AUTHORIZED USER MAY INCUR AS A RESULT OF A SERVICE SUSPENSION OR ANY OTHER ACTION TAKEN BY REMORA PURSUANT TO THIS SECTION 9.2.

9.3 Termination for Cause

Either party may terminate this Agreement, including any related Subscription Documentation, if the other party: (a) fails to cure any material breach of this Agreement within thirty (30) days after written notice detailing the breach; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party. Remora may terminate this Agreement or any related Subscription Documentation immediately if Client breaches Section 2 (Use Rights and Restrictions) (subject, in the case of a breach consisting solely of a violation of the Acceptable Use Policy, to the enforcement provisions of that Policy), Section 6.5 (No Resale of Consumer Data), or Section 13.2 (Client Representations), or if Client’s breach of any provision of this Agreement creates a risk of harm to Platform Integrity, other clients, or any Third–Party. For any other breach of Section 6 (Client Obligations), Remora may terminate this Agreement if Client fails to cure the breach within ten (10) days after written notice. Remora may also terminate this Agreement for repeated violations of other Sections of this Agreement, following written notice of each violation. Client may terminate this Agreement for convenience upon thirty (30) days’ written notice to Remora. Upon termination for convenience, Client remains responsible for all Fees accrued through the effective date of termination the Base Rate through the effective date (prorated for any partial month in accordance with Section 7.6 (Included Sales Allowance; Overage Fees; Proration; Fee Cap)) plus all accrued but unbilled Overage Fees as reflected in the final reconciliation invoice described in Section 9.4 (Effect of Termination). Client’s access to the Services, and the accrual of Fees, continues until the effective date of termination.

9.4 Effect of Termination

Upon any expiration or termination of this Agreement or any Subscription Documentation: (a) Client’s license rights will terminate and it must immediately cease use of the Technology and the Services and delete (or, at Remora’s request, return) all copies of Remora’s documentation, scripts, passwords or access codes and any other Confidential Information in Client’s possession, custody or control and (b) Client’s right to access any Client Data in the Technology will cease; provided, however, that Client may, by written request delivered to Remora within thirty (30) days after the effective date of expiration or termination, and subject to Client’s payment of all undisputed Fees then due, obtain one (1) export of the Client Data and Customer Data then in Remora’s possession, in a commercially reasonable, machine–readable format, and Remora will provide such export within a reasonable period after receiving the request. Following such thirty (30) day period (or, if earlier, after delivery of the requested export), Remora may delete any Client Data and Customer Data in its possession at any time, subject to Section 11 (Data Retention and Deletion) of Remora’s Data Processing Addendum. If Remora terminates this Agreement for cause as provided in Section 9.3 (Termination for Cause), any payments for the remaining portion of the Subscription Term will become due immediately and must be promptly paid by Client. Upon any expiration or termination of this Agreement, Remora will issue one final reconciliation invoice after the last service period ends, covering Overage Fees for the final Measurement Period (or portion thereof ending on the effective date of termination), any credit for prepaid Base Rate attributable to the period after the effective date of termination (prorated in accordance with Section 7.6 (Included Sales Allowance; Overage Fees; Proration; Fee Cap)), and any pending validated dispute credits under Section 7.9 (Invoice Disputes; Credits), with any net payment due within ten (10) days of the invoice date. The final reconciliation invoice is the sole exception to the one–invoice–per–calendar–month structure set forth in Section 7.8 (Billing Calendar; Payment of Fees). Except where this Agreement specifies an exclusive remedy, all remedies under this Agreement, including termination or suspension, are cumulative and not exclusive of any other rights or remedies that may be available.

9.5 Survival

Section 1 (Definitions), Section 2.5 (Restrictions), Section 2.6 (Reservation of Rights), Section 4 (Intellectual Property Ownership), Section 5 (Confidential Information), Section 6.3 (Client Warranty), Section 6.5 (No Resale of Consumer Data), Section 7 (Fees and Payment) with respect to Fees accrued through the effective date of termination and the final reconciliation invoice described in Section 9.4 Section 8 (Notice), Section 9 (Term and Termination), Section 10 (Limitations of Liability), Section 11 (Indemnification), Section 12 (Dispute Resolution), Section 13.2 (Client Representations), Section 13.3 (Independent Contractor Status), Section 14 (General), and the Data Processing Addendum (to the extent provided therein) shall survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or termination of this Agreement.

10 – Limitations of Liability

10.1 General Disclaimer

Remora uses reasonable efforts to include accurate, complete, and current information on the Technology for information purposes. However, Remora does not warrant that the content or features on the Technology are accurate, complete, current, useful, uninterrupted, free of technical or typographical errors, that any errors will be corrected, or that your use of the Technology will provide any specific result. It is your responsibility to verify any information before relying on it. We reserve the right to make changes and updates to any content contained within the Technology without prior notice.

Access to, and use of, the Technology and the Services is at your own risk. We have provided links to certain Third–Party websites solely for your convenience, but we are not responsible for the content of any Third–Party websites and do not endorse those websites. If you navigate to a Third–Party website from any of the Remora websites or the Technology, we encourage you to review and become familiar with the Third–Party’s privacy policies and terms.

10.2 Limited Warranty

Remora warrants that it shall perform the Services in a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement. Remora (a) MAKES NO REPRESENTATIONS OR WARRANTIES EXCEPT FOR THOSE SET OUT ABOVE; AND (b) DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES THAT THE TECHNOLOGY OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. CLIENT ACKNOWLEDGES THERE ARE INHERENT RISKS IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF CLIENT PRIVACY AND PROPERTY, INCLUDING CONFIDENTIAL INFORMATION. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES SHALL BE DELIVERED BY REMORA AND ACCEPTED BY CLIENT “AS IS” AND “AS AVAILABLE.” REMORA MAKES NO WARRANTY OF ANY KIND THAT THE REMORA SERVICES OR TECHNOLOGY, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CLIENT’S OR ANY OTHER PERSON’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, OR ERROR FREE.

10.3 Available Remedy

Remora’s sole and exclusive liability and Client’s sole and exclusive remedy for breach of the limited warranty is set out in this Section 10.3. If Remora cannot reperform the Services within thirty (30) days after Client’s written notice of such breach, Remora shall refund to Client a pro–rata portion of the Fees actually paid by Client attributable to the defective Services for the period affected by the breach. Client acknowledges that Remora will not be responsible for Client’s failure to achieve any specific results, productivity, or any other measurable performance. Client acknowledges that Remora shall have no responsibility for any Third–Party disrupting, intruding in part or in whole on all or any part of the Services performed for Client’s website, except to the extent caused by Remora’s breach of Section 2.14 (Security).

10.4 Services Disclaimer

Client acknowledges that many of the resources that Remora may employ pursuant to this Agreement are competitive in nature. Client further acknowledges that Remora’s past performance is not indicative of any future results that Client may experience. Remora reserves the exclusive right, for the duration of the Term of this Agreement, to approve or disapprove any design or coding strategies, whether requested by Client or anyone presently employed by Client, that are considered by Remora to be detrimental to the Technology and/or the provision of Services by Remora under this Agreement.

10.5 Third–Party Resources Disclaimer

Remora accepts no responsibility for policies of Third–Party Resources (as defined in Section 1 (Definitions)) that Remora may submit to with respect to the classification or type of content they accept, whether now or in the future. Client’s website or content may be excluded or banned from any Third–Party Resource at any time by action of a Third–Party Resource. CLIENT AGREES NOT TO HOLD REMORA RESPONSIBLE FOR ANY ALLEGED DAMAGE TO CLIENT’S BUSINESS, CLIENT’S WEBSITE, BRAND, DOMAIN, OR CONTENT OR ANY LIABILITY FROM ACTIONS TAKEN BY ANY THIRD–PARTY RESOURCE AS A RESULT OF THE IMPLEMENTATION OF THE TECHNOLOGY OR THE SERVICES PERFORMED BY REMORA ACCORDING TO THE TERMS OF THIS AGREEMENT.

10.6 No Advice

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICES OR REMORA ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE TECHNOLOGY WILL CREATE ANY WARRANTY REGARDING ANY OF THE REMORA ENTITIES OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. REMORA DOES NOT PROVIDE ITS CLIENTS WITH LEGAL ADVICE REGARDING DATA PRIVACY OR COMPLIANCE WITH RELEVANT LAW IN ANY JURISDICTION, AND ANY STATEMENTS MADE BY REMORA TO ITS CLIENT(S) DOES NOT CONSTITUTE LEGAL ADVICE. USE OF THE SERVICES DOES NOT GUARANTEE COMPLIANCE WITH APPLICABLE LAWS IN ANY JURISDICTION.

10.7 Limitations of Liability

TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL REMORA BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM, OR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER CAUSED, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR THE PARTIES’ RESPECTIVE INDEMNIFICATION OBLIGATIONS UNDER SECTION 11 (INDEMNIFICATION), REMORA’S TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID BY CLIENT TO REMORA FOR THE APPLICABLE SERVICE(S) IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

FOR FREE ACCESS SUBSCRIPTIONS OR BETA RELEASES PROVIDED WITHOUT CHARGE, REMORA’S TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE FIFTY U.S. DOLLARS ($50.00 US). NOTWITHSTANDING THE FOREGOING, NONE OF THE LIMITATIONS IN THIS SECTION 10.7 EXCLUDES EITHER PARTY’S LIABILITY FOR ITS OWN FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION 10.7 IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY REMORA TECHNOLOGY OR ANY RELATED SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE). EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. FURTHERMORE, THE PARTIES AGREE THAT ANY DAMAGES FROM ANY BREACH BY REMORA WOULD BE DIFFICULT TO DETERMINE AND HAVE FURTHER AGREED THAT THESE LIMITATIONS OF LIABILITY IN THIS SECTION 10.7 ARE REASONABLE UNDER THE CIRCUMSTANCES.

11 – Indemnification

11.1 Indemnification by Client

Client will indemnify and hold harmless Remora and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Remora Entities”) from and against any Third–Party claims and related costs, damages, liabilities and expenses arising from or pertaining to: (a) your unauthorized use of, or misuse of, the Services; (b) your violation of any applicable law or Third–Party rights, including any intellectual property rights or publicity, confidentiality, other property, or privacy right; (c) any dispute between you and any Third–Party (including your Customers) to the extent arising out of Client’s conduct, actions, or omissions; (d) any demand, dispute or issue between you and your payment processor; (e) Client’s misuse of Client Data; (f) Remora’s use, in accordance with this Agreement, of any information provided to Remora by you or your Customers; (g) any Third–Party claim arising from Client’s breach of this Agreement, including Client’s warranties and obligations; (h) any claim of a governmental entity or by any other party that you have violated any law, rule, or regulation. Remora will provide Client prompt written notice of any claim subject to this Section 11.1, provided that delayed notice relieves Client of its obligations only to the extent Client is materially prejudiced by the delay. Client will defend Remora against these claims at Remora’s request with counsel reasonably acceptable to Remora, and Remora may participate in any claim through counsel of its own choosing at its own expense; provided, however, that if Client fails to timely assume the defense, Remora may defend the claim with counsel of its choosing and Client will reimburse Remora for its reasonable expenses so incurred, including reasonable attorneys’ fees and costs. The parties will reasonably cooperate on any defense. Client must not settle any claim without Remora’s prior written consent if the settlement does not fully release Remora from liability or would require Remora to admit fault, pay any amounts or take or refrain from taking any action.

11.2 Indemnification by Remora

Remora will defend Client against any Third–Party claim alleging that the Technology or the Services, as provided by Remora and used by Client in accordance with this Agreement, infringe or misappropriate such Third–Party’s United States patent, copyright, trademark, or trade secret, and will indemnify Client against the damages, liabilities, and costs (including reasonable attorneys’ fees) finally awarded against Client by a court of competent jurisdiction, or agreed by Remora in settlement, as a result of such claim. Remora will additionally indemnify and hold Client harmless from and against Third–Party claims, damages, and liabilities to the extent arising from Remora’s gross negligence or willful misconduct. Remora’s obligations under this Section 11.2 do not apply to the extent a claim arises from: (a) Client Data, Customer Data, or other content, materials, or specifications provided by Client, its Authorized Users, or its Customers; (b) Third–Party Products or any other products, code, or services not provided by Remora, or the combination, operation, or use of the Technology or the Services with any of the foregoing, where the claim would not have arisen but for such combination; (c) any modification of the Technology or the Services by anyone other than Remora or its authorized representatives; (d) use of the Technology or the Services other than in accordance with this Agreement and the Documentation, or continued use after Remora has notified Client in writing to cease use due to an actual or potential infringement claim; or (e) Client’s breach of this Agreement. If the Technology or the Services are, or in Remora’s reasonable opinion are likely to become, the subject of an infringement or misappropriation claim, Remora may, at its option and expense: (i) procure for Client the right to continue using the affected Technology or Services; (ii) modify or replace the affected Technology or Services with a functionally equivalent, non–infringing alternative, consistent with Section 2.3 (Modification of the Services); or (iii) terminate the affected Services and refund any pre–paid unused Fees for the terminated Services. Remora will control the defense and settlement of any claim under this Section 11.2 with counsel of its choosing; Client may participate in the defense with counsel of its choice at its own expense, and Client must promptly notify Remora in writing of any claim and provide reasonable cooperation in the defense. Remora must not settle any claim in a manner that requires Client to admit fault or pay any amounts without Client’s prior written consent. THIS SECTION 11.2 STATES REMORA’S SOLE AND EXCLUSIVE LIABILITY, AND CLIENT’S SOLE AND EXCLUSIVE REMEDY, FOR ANY CLAIM THAT THE TECHNOLOGY OR THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD–PARTY.

12 – Dispute Resolution

12.1 Disputes; Informal Resolution; Binding Arbitration

If a dispute arises between the parties related to this Agreement, the Technology, or the Services provided thereunder (each, a “Claim”), the parties will first attempt in good faith to resolve the Claim through informal negotiations for a period of at least thirty (30) days following written notice of the Claim. Except for Excluded Claims (as defined below), any Claim not resolved through informal negotiation will be finally resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect, before a single arbitrator, seated in Jacksonville, Florida (provided that either party may elect to appear by videoconference), and judgment on the arbitration award may be entered in any court of competent jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration agreement. The arbitrator has exclusive authority to resolve any dispute relating to the arbitrability of a Claim, except that only a court of competent jurisdiction may decide the enforceability of Section 12.4 (Individual Basis). “Excluded Claims” means: (a) claims to enjoin infringement or other misuse of Intellectual Property Rights or breach of Section 5 (Confidential Information); (b) claims for equitable relief under Section 12.3 (Equitable Relief); (c) Remora’s claims for collection of unpaid Fees; and (d) claims within the jurisdiction of small claims court. Excluded Claims, and any Claim finally determined to be non–arbitrable, must be brought exclusively in the courts identified in Section 12.2 (Governing Law and Submission to Jurisdiction).

12.2 Governing Law and Submission to Jurisdiction

This Agreement shall be governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Services provided hereunder shall be instituted exclusively in the state or federal courts in Jacksonville or Duval County, Florida, and each party irrevocably: (a) submits to the exclusive jurisdiction of such courts; and (b) waives any objection to such courts based on venue or inconvenience. Service of process, summons, notice or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.

12.3 Equitable Relief

Each party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under this Agreement would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages, or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

12.4 Individual Basis

YOU AND REMORA EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

12.5 Waiver of Jury Trial

EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT, INCLUDING EXHIBITS, SCHEDULES, ATTACHMENTS, AND APPENDICES ATTACHED TO THIS AGREEMENT, IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN ARBITRATION, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS, SCHEDULES, ATTACHMENTS, OR APPENDICES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. WE ALSO BOTH AGREE THAT YOU OR REMORA MAY BRING A SUIT IN COURT TO ENJOIN INFRINGEMENT OR OTHER MISUSE OF INTELLECTUAL PROPERTY RIGHTS.

13 – Representations and Warranties

13.1 Mutual Representations

Each party represents and warrants to the other party that: (a) it is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation; (b) it has the full right, power, and authority to enter into this Agreement, to grant the rights and licenses granted hereunder and to perform its obligations hereunder; (c) neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will violate or conflict with or result in any breach of or default under any provision of any contract or agreement of any kind to which such party is a party or by which such party is bound or to which any property or asset of such party is subject; and (d) when executed and delivered by such party, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.

13.2 Client Representations

CLIENT REPRESENTS TO REMORA AND UNCONDITIONALLY COVENANTS AND GUARANTEES THAT IT SHALL NOT ACCEPT OR USE THE TECHNOLOGY OR ANY OF THE SERVICES TO CREATE A COMPETITIVE PRODUCT OR PERMIT A THIRD–PARTY TO USE THE TECHNOLOGY OR ANY OF THE SERVICES TO CREATE A COMPETITIVE PRODUCT; AND/OR REPRODUCE, DUPLICATE, COPY, SELL AS A SERVICE TO ANY THIRD–PARTY, OR OTHERWISE EXPLOIT ANY PORTION OF THE TECHNOLOGY OR THE SERVICES WITHOUT THE EXPRESS WRITTEN PERMISSION BY REMORA.

13.3 Independent Contractor Status

The parties intend that the relationship between them created under this Agreement is that of an independent contractor only. The parties to this Agreement are independent contractors, and this Agreement does not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party. Neither party is to be considered an agent or employee of the other party for any purpose whatsoever. The details of the method and manner for performance of the Services by Remora shall be under its own control, Client being interested only in the results thereof. Remora shall be solely responsible for supervising, controlling, and directing the details and manner of the completion of the Services. Nothing in this Agreement shall give Client the right to instruct, supervise, control, or direct the details and manner of the completion of the Services. Remora shall be responsible for all state, federal and local taxes, social security, workers’ compensation insurance, disability insurance, and any other similar forms of payment, as well as all employment reporting, for Remora and any of Remora’s employees or agents. The provisions of this Section shall expressly survive the termination or expiration of this Agreement.

13.4 Remora Representations

Remora represents and warrants that, in providing the Services, Remora will comply in all material respects with all federal and state laws, rules, and regulations applicable to Remora’s provision of the Services, including, without limitation, to the extent applicable to Remora, the CAN–SPAM Act of 2003 and the Gramm–Leach–Bliley Act (“GLBA”), each as amended.

14 – General

14.1 Global Availability

We control the Technology and the Services from the United States. We make no representation that all products and services are available worldwide. We reserve the right to limit, in our sole discretion, the provision and quantity of any product or service to any person or geographic area. If you choose to access the Technology or the Services from outside of the United States, you do so on your own initiative and you are solely responsible for complying with applicable local laws. Those who choose to access the Technology from other locations do so at their own initiative and are responsible for compliance with local laws and any costs associated with access or use outside of the Territory. You may not use or export the Services in violation of U.S. export laws and regulations.

14.2 Prohibitions

Unless expressly and specifically authorized in writing by the other party in advance, each party is prohibited from engaging in any of the following: (a) incurring any debt or obligation on behalf of the other party; (b) entering into any contract, arrangement, or transaction which binds the other party to any extent or creates any obligation on the other party; and/or (c) utilizing the other party’s name, credit, reputation, goodwill, resources, and/or assets for any purpose without the prior and explicit written approval of such party.

14.3 Use of Material for Promotional Purposes

Client grants Remora the right to use the work Remora produces for Remora’s own promotional purposes and/or to cross–link it with other advertising developed by Remora. Client further grants Remora the right to use Client’s trade names and trademarks in Remora’s advertising and marketing materials and to list, reference, or otherwise identify Client as a Client of Remora in Remora’s advertising and marketing materials. Remora will follow Client’s reasonable written brand guidelines provided to Remora, and Client may revoke the rights granted in this Section 14.3 as to future use at any time by written notice to Remora.

14.4 Review of this Agreement; Advice of Counsel

Each party hereto confirms that such party has had the opportunity to read, review and consider all of the provisions of this Agreement, and to discuss this Agreement with whomever such party desired, including lawyers of such party’s own choosing, and if such party has not consulted with a lawyer, such party acknowledges having had the opportunity to have done so and that such party chose voluntarily and knowingly not to consult with a lawyer with respect to this Agreement and all matters related thereto. The parties each confirm that they understand the provisions of this Agreement and its final and binding effect on them and that they are entering into this Agreement freely, voluntarily, and without duress or coercion.

14.5 Severability

If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to modify this Agreement to affect the original intent of the parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

14.6 Waiver

No waiver by any party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

14.7 Assignment

This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign this Agreement without the advance written consent of the other party, except that Remora may assign this Agreement without consent to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or of the business to which this Agreement relates, upon written notice to Client. Any other attempt to transfer or assign this Agreement will be null and void.

14.8 No Third–Party Beneficiaries

This Agreement benefits solely the parties to this Agreement and their respective permitted successors and assigns, and nothing in this Agreement, express or implied, confers on any Third–Party any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

14.9 Force Majeure

In no event shall Remora be liable to Client, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement if and to the extent such failure or delay is caused by any circumstances beyond Remora’s reasonable control, including but not limited to acts of God, natural disaster, flood, fire, earthquake, hurricane, explosion, war, terrorism, invasion, riot or other civil unrest, pandemic, epidemic, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

14.10 Headings

The headings of the Sections of this Agreement are inserted for reference only and shall not constitute a part hereof or affect in any way the meaning of this Agreement. The headings are not intended as a re–statement of the matters contained under each heading, and you acknowledge that you have read and understand all the text of this Agreement, and not just the headings.

14.11 Strict Construction

The language used in this Agreement shall be deemed to be in the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied.

14.12 Legal Fees

Except as otherwise provided in Section 11 (Indemnification), and except that (a) Remora shall be entitled to recover its reasonable attorneys’ fees and costs in any action or proceeding in which it prevails to collect unpaid Fees, and (b) the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs in any action or proceeding to enjoin or remedy infringement, misappropriation, or other misuse of Intellectual Property Rights or breach of Section 5 (Confidential Information), in the event of a dispute arising out of this Agreement, each party shall be responsible for all costs and expenses, including reasonable legal fees, incurred by such party.

14.13 Subcontractors

You agree that Remora may use subcontractors and may permit them to exercise the rights granted to Remora in order to provide the Technology and related Services under this Agreement, provided that this Section 14.13 does not limit Remora’s support guarantee in Section 3.2 (Remora’s Guarantee). Remora shall ensure that its subcontractors are bound by and comply with the terms of the Agreement, as well as all applicable federal, state or local law, regulation or a valid order issued by a court or governmental agency of competent jurisdiction.

14.14 Subpoenas

Nothing in this Agreement prevents Remora from disclosing Client Data to the extent required by law, subpoenas, or court orders, but Remora will use commercially reasonable efforts to notify Client where permitted to do so.

14.15 Counterparts; Electronic Transmission

This Agreement may be executed in counterparts, each of which will constitute an original, and all of which will constitute one and the same instrument. A reproduction of this Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may be delivered by one or more parties hereto by electronic transmission pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery will be considered valid, binding, and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute an original of this Agreement as well as any facsimile or other reproduction hereof.

14.16 Notice to California Residents

If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S–202, Sacramento, California 95834, or by telephone at (800) 952–5210 in order to resolve a complaint regarding the Services or to receive further information regarding use of the Services.

14.17 Sole Remedy

THIS AGREEMENT SETS FORTH CLIENT’S SOLE REMEDIES AND REMORA’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD–PARTY.

14.18 Further Assurances

Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments, and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

14.19 Entire Agreement

This Agreement together with the Subscription Documentation, Rate Schedule, and the policies and addenda incorporated by reference constitutes the sole and entire contract between you and Remora regarding your access to our Technology or use of our Services, and supersedes all prior and contemporaneous contracts, representations, and warranties, both written and oral. In the event of a conflict among the documents comprising this Agreement, the following order of precedence applies, each solely to the extent of the conflict: (a) the Data Processing Addendum, with respect to the Processing of personal information; (b) the Rate Schedule, with respect to rates and amounts (as provided in Section 7.2 (Rate Schedule; Uniform Mechanics)); (c) the Subscription Documentation, to the extent it expressly states that it modifies these Terms and identifies the provision modified; (d) these Terms; and (e) the Acceptable Use Policy and the Privacy Policy. Material changes to the Acceptable Use Policy or the Privacy Policy are subject to the notice requirements of Section 14.20 (Amendment).

14.20 Amendment

Remora may amend this Agreement by providing written notice to Client, which must be delivered by email to the email address(es) associated with Client’s account (and may not be given solely by posting to Remora’s website): at least ninety (90) days’ prior written notice for any amendment to the pricing methods set forth in Section 7 (Fees and Payment) or to the rates on Client’s Rate Schedule (as further provided in Section 7.11 (Rate Reviews)), and at least thirty (30) days’ prior written notice for any other material amendment. Each amendment becomes effective upon the first renewal of Client’s Subscription Term occurring on or after the expiration of the applicable notice period. If Client does not wish to accept an amendment, Client’s sole remedy is to give notice of non–renewal under Section 9.1 (Term) or notice of termination under Section 9.3 (Termination for Cause) before the amendment’s effective date. Client’s continued use of the Services after the effective date constitutes acceptance of the amendment. This Section does not apply to amendments of Subscription Documentation, which remain governed by Section 2.2 (Alteration of Subscription Documentation), and does not limit Remora’s rights under Section 2.3 (Modification of the Services) or Section 2.16 (Security and Platform Protection Actions).

Contact Us

Remora, Inc.
3236 Beach Blvd.
Jacksonville, FL 32207

support@remora.com

1.904.770.4395

1.800.565.4792