DATA DISTRIBUTION AGREEMENT

The following terms (the "Agreement") describe the terms and conditions applicable to the manufacturer named in the account sign-up page (the "Manufacturer") and Data Here-to-There Inc. (referred to as "DH2T"). Please read all the terms before indicating acceptance. These terms are a legal agreement between us. By accessing and using the DH2T services, and any updates, you accept these terms. If you do not accept them, you are not authorized to use the DH2T services. You are bound by these terms even if you do not read all the terms.

1.               DATA LICENSE:

In this Agreement, "Catalogue Data" means the product descriptions, product data, images, dimensions, fitment, UPC codes, SKUs, categories, and other catalogue information provided by a supported PIM system (SEMA, DCi, ASAP, or PDM), files that you create which comply with our CSV specifications, or PIES 7.2 and ACES 4.2 files that you create which comply with the AutoCare standard.

Manufacturer hereby grants to DH2T the non-exclusive right and permission to distribute and use the Manufacturer's Catalogue Data for the purpose (the "Purpose") of publishing and making the Catalogue Data available for selection and re-publishing within the Slingshot Automotive service offering by store owners who are current customers of Slingshot Automotive (the "DH2T Customers").

DH2T will not use the Catalogue Data for any reason other than the Purpose.

2.               ROLE OF THE PARTIES:

This Agreement is limited to the license to distribute and make the Catalogue Data available for the Purpose. DH2T will not be responsible for any use of the Catalogue Data by DH2T Customers, or whether such customers choose to use, or refrain from using the Catalogue Data. Any subsequent relationship between DH2T Customers and the Manufacturer is the responsibility of those parties, including product orders, inventory, shipping, delivery, order fulfilment, payment, returns or refunds. DH2T disclaims all liability for any use of Catalogue Data by DH2T Customers during the Term of this Agreement.

3.               TERM:

The initial term (the "Term") shall begin upon the effective date (once this Agreement has been fully executed) and shall continue unless sooner terminated as provided for in the Agreement.

4.               QUALITY CONTROL:

While the contents of the Catalogue Data are to be determined by the Manufacturer, once the Manufacturer decides to license and make Catalogue Data available under this Agreement, the Manufacturer covenants and agrees to provide information that is reliable, accurate, up-to-date, and complete (including product descriptions and images, shipping dimensions (length, width, height, weight), and (if the Manufacturer elects to do so) product inventory data).

For the purpose of maintaining data standards, the Manufacturer covenants and agrees to register their company with the AutoCare organization

5.               COPYRIGHT & TRADEMARKS:

All rights in and to the Catalogue Data, the associated copyright and trademarks, to the extent not expressly and specifically granted in this Agreement to DH2T are hereby expressly reserved to Manufacturer or its designees without restriction.

DH2T acknowledges that it shall not acquire any intellectual property rights in the Catalogue Data as a result of DH2T's use under this Agreement.

6.               INDEMNIFICATION:

Manufacturer shall indemnify, hold harmless, and defend DH2T, its affiliated companies, and its and their officers, directors, agents and employees from and against any and all liabilities, claims, causes of action, suits, losses, damages, fines, judgments, settlements and expenses (including any and all attorneys' fees and court costs) which may be suffered, made or incurred by any of such indemnitees arising out of any breach or alleged breach of any of the covenants, warranties, representations and agreements made by Manufacturer herein, including, without limitation, claims that the Catalogue Data infringes third-party rights, or that the Catalogue Data is inaccurate, unreliable, out-of-date or incomplete.

7.               TERMINATION:

(a)     In the event (i) DH2T breaches any covenant, representation, warranty or agreement contained herein, or (ii) DH2T files a petition in bankruptcy, is adjudged bankrupt, or discontinues its business, Manufacturer may terminate this Agreement on thirty (30) days prior written notice, provided DH2T shall not have remedied such failure, deficiency or dissatisfaction to Manufacturer's satisfaction within such thirty (30) day period.

(b)     In the event (i) Manufacturer breaches any covenant, representation, warranty or agreement contained herein, or (ii) Manufacturer files a petition in bankruptcy, is adjudged bankrupt, or discontinues its business, DH2T may terminate this Agreement on thirty (30) days prior written notice, provided Manufacturer shall not have remedied such failure, deficiency or dissatisfaction to DH2T's satisfaction within such thirty (30) day period.

(c)      Upon the expiration of the Term or earlier termination of this Agreement, DH2T will take steps to remove the Catalogue Data from availability on the Slingshot Automotive service offering. While the DH2T Customers can be informed or notified of the non-availability of the Catalogue Data, DH2T has no control over, and is not responsible or liable for any use or misuse of Catalogue Data by DH2T Customers after termination of this Agreement.

8.               MISCELLANEOUS:

(a)     Governing Law The parties agree that any judicial proceeding or action must be brought exclusively in the provincial courts and federal courts located within Alberta, Canada and the parties consent to venue and exclusive jurisdiction in those courts.

(b)     Severability In the event that any provision of this Agreement is determined by a court of competent jurisdiction to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, the unenforceable portion shall be deemed to be severed from this Agreement, and such determination shall not affect the validity and enforceability of any other remaining provisions.

(c)      Waiver The failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

(d)     Entire Agreement This Agreement and any documents incorporated into this Agreement constitutes the entire agreement and understanding between the parties, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of this Agreement).

(e)     Assignment. Manufacturer may not assign, transfer, encumber or otherwise dispose of any or all of the rights granted to you under this Agreement without the prior written consent of DH2T. DH2T may assign this Agreement to a third-party upon written notice to Manufacturer.

(f)      Language. The parties hereby confirm that they each required that this Agreement and any notices in connection therewith be drawn up in English. Les parties aux prsents ont exigs que la prsente convention ainsi que tous les documents et avis qui sy rattachent ou qui en dcouleront soient rdigs en anglais.

(g)     Electronic Acceptance. This Agreement may be agreed to by written or electronic acceptance.

 

End of Terms