NADA UNIVERSITY ONLINE LICENSE AGREEMENT

If accepted, this AGREEMENT grants to LICENSEE a license to access the training modules and other products and services provided by NADA University Online on the NADA University Online learning management platform (www.NADAuniversity.com), subject to the terms and conditions stated herein.

CAREFULLY READ THIS AGREEMENT BEFORE INDICATING YOUR ACCEPTANCE. CLICKING "AGREED AND ACCEPTED" INDICATES THAT YOU AGREE TO BE BOUND AS LICENSEE TO ALL TERMS AND CONDITIONS OF THIS AGREEMENT.

1. Definitions. As used in this AGREEMENT:

1. "LICENSEE" means you, the individual accessing the NADA University Online Licensed Data.

2. "LICENSED DATA" means the copyrighted training modules and other products and services provided and/or owned by NADA, and other providers, that NADA makes available to LICENSEE through NADA University Online. LICENSED DATA includes both complimentary products and services as well as any purchased products and services.

3. "ACCESS ID" means the email address, password, or other information provided by NADA that is specific to LICENSEE and allows LICENSEE to access NADA University Online.

2. License and Authorized Use. NADA grants to LICENSEE a non-exclusive, non-transferable, limited use license solely to access NADA University Online, participate in the online learning modules and other training, products and services (the LICENSED DATA), and to use the LICENSED DATA for LICENSEE'S own internal purposes in LICENSEE'S regular business in accordance with all terms and conditions of this AGREEMENT.

3. Access to LICENSED DATA. After LICENSEE has accepted this AGREEMENT, the LICENSEE will have access, via NADA University Online, to the appropriate LICENSED DATA.

4. Restrictions on Use.

1. Only the LICENSEE may access NADA University Online and/or the LICENSED DATA and only in connection with the normal business needs of the Licensee.

2. LICENSEE shall not:

1. extract, scrape, transfer, store, or cause or allow anyone else to extract, scrape, transfer, or store LICENSED DATA or data derived from LICENSED DATA, electronically or otherwise; provided that, LICENSEE may print copies of reports or other materials designated as downloadable content by NADA University Online;

1. share, sell, rent, lease, sublicense, or otherwise supply access to NADA University Online or the ACCESS ID to any other party.;

2. market, resell, sublicense, publish, distribute, or otherwise disseminate the LICENSED DATA, or use the LICENSED DATA in a commercial operation;

3. work around, deactivate, disable, or make unworkable, any of the technical or other limitations placed into NADA University Online;

4. modify, delete, or obscure any copyright notices or labels on or in NADA University Online;

5. brand NADA University Online, including any data taken or derived from NADA University Online, as your own or declare your own copyright on NADA University Online;

6. reverse engineer, disassemble, or create derivative works based on NADA University Online or the LICENSED DATA;

7. imply that NADA University Online endorses your own work or use any NADA University Online or other NADA titles, trademarks, labels, or logos in your own titles, product names, service names, or domain names.

8. integrate NADA University Online within another application without the express written permission of NADA, or incorporate NADA University Online as a window within another application.

5. Term and Termination.

1. The TERM of this AGREEMENT begins on the date the ACCESS ID is sent to LICENSEE, or as provided in any purchased subscription or other agreement. The TERM will continue, unless otherwise terminated, in accordance with the LICENSEE’S continued membership with NADA or the length of any purchased subscription or other agreement.

2. NADA may, in its sole discretion, terminate this AGREEMENT and/or may restrict or cancel LICENSEE'S access to NADA University Online (1) at any time due to non-payment; (2) at any time upon thirty (30) days notice, or; (3) immediately upon discovery that LICENSEE has violated any of the LICENSEE Warranties or other restrictions on use in this AGREEMENT.

6. Undertakings. LICENSEE undertakes to ensure that, prior to using NADA University Online, LICENSEE accepts this license and the terms of this AGREEMENT, including, but not limited to, the restrictions on access to NADA University Online and the prohibition against sharing LICENSEE’S ACCESS ID with anyone else.

7. Audit rights. LICENSEE understands and agrees that NADA has the right to monitor LICENSEE'S use of and access to NADA University Online, and that NADA may, at its sole discretion, inspect and audit LICENSEE'S use of and access to NADA University Online. Upon request from NADA, LICENSEE agrees to provide access to and information about LICENSEE’S NADA University Online usage in connection with any such inspection or audit. If any violations of the restrictions in this AGREEMENT regarding access to NADA University Online or use of the LICENSED DATA are discovered: (1) NADA will notify LICENSEE; (2) LICENSEE agrees to immediately cease such unauthorized use, and (3) LICENSEE will immediately pay any and all additional charges or fees associated with such unauthorized use.

8. Data Storage. LICENSEE understands and agrees that NADA will store authorized user access data and other data from NADA University Online and information contained therein ("USER DATA"), and other data derived from LICENSEE'S use of NADA University Online. LICENSEE shall have the right to access the USER DATA for a period of one year. LICENSEE shall have no ownership, intellectual property, or other rights of any kind in the USER DATA or any other data stored by NADA. NADA reserves the right to restrict LICENSEE’S access to the USER DATA at any time upon written notice.

9. Disclaimer of Warranty. THE LICENSED DATA IS PROVIDED AS IS WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTIES REGARDING THE ACCURACY, TIMELINESS, ADEQUACY, COMPLETENESS, LEGALITY, RELIABILITY, OR USEFULNESS OF THE LICENSED DATA.

10. LICENSEE Warranties.

1. LICENSEE represents and warrants that access to NADA University Online will not be granted to other persons, and the ACCESS ID will not be shared with other individuals.

2. LICENSEE represents and warrants that LICENSEE has satisfied all requirements in state and local law relevant to any use by LICENSEE of the training modules, other products and services, and USER DATA provided by NADA University Online, including any requirements regarding the use of USER DATA by LICENSEE’S employer.

11. Limitation of liability; Indemnity.

1. NADA assumes no liability for LICENSEE'S use of the LICENSED DATA, nor will NADA be liable in the event LICENSED DATA is unavailable due to network or server outage, transmission failure or other systems failure. Further, NADA will not be liable for damages caused by viruses of any kind.

2. In no event will NADA be liable to LICENSEE or third parties for incidental or consequential damages including, without limitation, lost profits, or indirect or special damages, even if NADA was aware of the possibility of such damages. NADA's liability hereunder will in no case exceed any charges paid by LICENSEE under this AGREEMENT for the TERM during which such claim accrues.

3. LICENSEE agrees to indemnify NADA against any claim, liability, damages, cost, or expense arising from or relating to LICENSEE'S use of NADA University Online or the LICENSED DATA.

4. NADA University Online may contain links to other websites, web-pages, and services ("SITES") operated by other entities or companies, and LICENSEE'S use of such SITES is subject to the Terms and Conditions and other terms and guidelines, if any, contained within such given SITE, or existing in a separate agreement between LICENSEE and that third party. LICENSEE is solely responsible for compliance with such terms and conditions. NADA disclaims all liability for the content and/or materials available on such other SITES.

12. Trademarks. Nothing in this Agreement shall give LICENSEE any interest or license in any trademark, logo, or trade name owned or licensed by NADA University Online, the National Automobile Dealers Association (NADA), or the third party instructors and other providers that provide content for NADA University. LICENSEE agrees to refrain from using these trademarks without the express written approval of the holder of such trademarks.

13. Governing Law. This AGREEMENT is construed and governed in accordance with the laws of the Commonwealth of Virginia.

14. Integration and Severance. This AGREEMENT constitutes the full and complete understanding of the parties for Licensee’s access to and use of NADA University Online and may not be altered or modified except by written agreement. If any provision of this AGREEMENT is found invalid or unenforceable, all remaining provisions of this AGREEMENT will remain in full force and effect.

Clicking "Agreed and Accepted" indicates LICENSEE'S assent to be legally bound by this License Agreement.