THIS LICENSE AGREEMENT (the “Agreement”) is made as of the date this contract is signed (the “Effective Date”) by and between TRADER Corportion (“TRADER”) and the Dealership signing this contract (the “Licensee” or “Dealership”). WHEREAS:
(a) Dealer holds a license to use the MotoCommerce™ digital automotive retailing platform (collectively, the “MotoCommerce Platforms”) and related consulting and support services to the automotive industry (the “MotoCommerce Support Services”) pursuant to a Dealer License Agreement between Motoinsight Inc., as licensor, and the Dealer, as licensee (the “Dealer License Agreement”);
(b) Dealer wishes to use the MotoCommerce Platforms on the AutoTrader.ca online marketplace and related mobile applications (the “Marketplace”) (the MotoCommerce Platforms product on the Marketplace hereafter called “Digital Retailing on AutoTrader.ca”); and;
(c) TRADER wishes to deploy the Digital Retailing on AutoTrader.ca product for the Dealer on the terms and conditions set forth herein. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. Defined Terms. All capitalized terms not otherwise defined herein shall have the meaning attributed to them in the Dealer License Agreement.
2. Deployment. Subject to the terms and conditions of this Agreement, TRADER will deploy the Digital Retailing on AutoTrader.ca product on the Dealer’s Vehicle Detail Pages (“VDPs”) on the Marketplace. For certainty, except as may be modified hereunder, all of the terms and conditions of the Dealer License Agreement apply to the Dealer’s use of the MotoCommerce Platforms and MotoCommerce Support Services on the Marketplace and Dealer shall be solely responsible and holder TRADER harmless for compliance therewith.
3. Term. This Agreement will become effective on the Effective Date and shall continue until terminated in accordance with Section 5 herein.
4. Fees. TRADER will waive the fees on the Digital Retailing on AutoTrader.ca product until March 31st, 2021 (the “No Fee Period”). Not less than fifteen (15) days prior to expiry of the No Fee Period, TRADER shall advise Dealer of the applicable fees and payment terms related to continued deployment of the Digital Retailing on AutoTrader.ca” product on the Dealer’s VDPs on the Marketplace (the “Fees”). If this Agreement is not terminated in accordance with the terms herein prior to expiry of the No Fee Period, the Fees shall apply thereafter.
5. Inventory Price Updates. Inventory Price updates could take up to 24 hours to reflect on your marketplace VDPs versus within the MotoCommerce tool. The timeline to update pricing will depend on the type of feed set up and its configuration.
(a) This Agreement shall terminate immediately upon the effective date of termination of the Dealer License Agreement.
(b) During the No Fee Period either party may terminate this Agreement by providing written notice to the other party.
(c) After the No Fee Period, either party may terminate this Agreement at any time, without reason, on thirty (30) days written notice to the other party.
7. Obligations on Termination. Upon the termination of this Agreement for any reason whatsoever, the following shall apply:
(a) The termination of this Agreement for any reason shall be without prejudice to any rights or obligations which shall have accrued before termination;
(b) Each of the parties shall deliver up to the other party and/or, at such other party’s sole discretion, erase and destroy all copies of the Confidential Information or other information of such other party in its control or possession;
(c) Dealership shall cease any and all use of the Digital Retailing on AutoTrader.ca and discontinue use of all MotoCommerce Support Services in association therewith except as may be permitted under the Dealer License Agreement.
8. General. The validity, interpretation, construction, and performance of this Agreement shall be governed by the laws of the Province of Ontario, without giving effect to the principles of conflict of laws. If for any reason any provision of this Agreement is unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect. TRADER may assign or transfer any of its rights or obligations arising under this Agreement to any third party upon written notice to the Dealer. The Dealer may not assign this Agreement or any part hereof without the prior written consent of TRADER, which consent may be unreasonably withheld. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. Neither party will be responsible for any failure or delay in its performance under this Agreement due to causes beyond its reasonable control, including but not limited to, labor disputes, strikes, lockouts, pandemic, shortages of or inability to obtain labor, energy, raw materials or supplies, war, riot, act of God, or governmental action. This Agreement, together with the Dealer License Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any and all agreements, understandings and representations made between the parties prior to the date hereof. This Agreement shall not be amended except by written agreement between the parties. This Agreement may be executed in counterparts, each of which is an original and together will constitute one and the same agreement. This Agreement may be transmitted by email via a portable document format or facsimile transmission by any party to the other and the electronic or facsimile copy shall be deemed to be an original.