Software License Agreement and Limited Warranty

READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE INSTALLING THIS PROGRAM. BY YOUR INSTALLMENT OF THIS SOFTWARE YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH HEREIN. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS, YOU MUST PROMPTLY, IN ANY EVENT NO LATER THAN 10 DAYS FROM YOUR RECEIPT OF THE SOFTWARE, RETURN THE PACKAGE TO YOUR PLACE OF PURCHASE WITHOUT OPENING IT. ONLY UPON RECEIPT OF THE UNOPENED PACKAGE WILL YOUR PURCHASE PRICE BE REFUNDED. IF YOU FAIL TO RETURN THE SOFTWARE IN AN UNOPENED PACKAGE WITHIN 10 (TEN) DAYS FROM YOUR RECEIPT OF THE SOFTWARE, YOUR PURCHASE PRICE WILL NOT BE REFUNDED.
BY DOWNLOADING THE PRODUCT TO YOUR COMPUTER FROM OUR WEBSITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH HEREIN. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS, YOU MUST CONTACT US IN WRITING BY REGISTERED MAIL OR FED EX LETTER WITH SIGNATURE WITHIN 10 (TEN) DAYS FROM THE DATE OF YOUR DOWNLOAD. IF YOU FAIL TO NOTIFY US IN WRITING WITHIN THE 10 (TEN)DAYS, YOUR PURCHASE PRICE WILL NOT BE REFUNDED.

1. LICENSE: In consideration of your payment of the license fee, which is part of the price which you paid for this product, and your agreement to abide by the terms and conditions of this Agreement, DealerClick (Hereinafter "DC") hereby grants you a nonexclusive right to:

(a) Use the copy of the enclosed software program (hereinafter the "SOFTWARE") contained in this package in the United States during the term of this Agreement on any single central processing unit.

(b) Use the documentation contained in this package in the United States during the term of this Agreement in support of your use of the SOFTWARE.

(c) Read the SOFTWARE into and out of memory on any single central processing unit and make one copy of such SOFTWARE for backup purposes, provided that such copy contains all of the restrictive and proprietary legends of DC that appear on the SOFTWARE contained in this package. DC reserves all rights not expressly granted to you under this Agreement.

2. OWNERSHIP OF SOFTWARE: You agree that you own only the magnetic or physical media (the enclosed disks) on which the SOFTWARE is recorded or fixed, but DC retains all the rights, title and ownership of the SOFTWARE recorded on the original disk copy(ies) and all subsequent copies of the SOFTWARE, regardless of the form or media on which the original or other copies may exist. This license is not a sale of the original SOFTWARE or any copy to you.

3. DealerClick reserve the right to use, retrieve, ftp, transfer, copy, backup your data via internet link or in person, for loading to their server, analyzing or any other purposes.

3. RESTRICTIONS: You agree that you may not:

(a) Use the SOFTWARE simultaneously on more than one central processing unit.

(b) Copy the SOFTWARE or documentation, except and to the extent provided in Paragraph l(c).

(c) Sublicense, distribute, disclose or transfer the SOFTWARE or the documentation, in whole or in part, to any third party.

(d) Use the SOFTWARE or documentation outside of the United States.

(e) Use the SOFTWARE, documentation or any portion thereof after any expiration, termination or cancellation of this Agreement or any license granted hereunder.

(f) Reverse engineer, disassemble, decompile, modify, adapt, translate, or create derivative works based on the SOFTWARE or the documentation without the prior written consent of DC.

4. LIMITED WARRANTY AND LIMITATION OF REMEDIES AND LIABILITY:

(a) THE MEDIA THAT CONTAINS THE SOFTWARE IS WARRANTED, FOR A PERIOD OF 30 DAYS AFTER YOUR RECEIPT OF THE SOFTWARE, TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP. YOUR SOLE AND EXCLUSIVE REMEDY, AND DC'S SOLE LIABILITY, IS TO REPLACE THE DEFECTIVE MEDIA, PROVIDED THAT YOU NOTIFY DC IN WRITING OF SUCH DEFECT AND RETURN TO DC THE DEFECTIVE MEDIA CONTAINING THE SOFTWARE AND THE DOCUMENTATION, DURING THE ABOVE 30-DAY WARRANTY PERIOD

(b) EXCEPT AND TO THE EXTENT EXPRESSLY PROVIDED IN PARAGRAPH 3(a), THE SOFTWARE AND DOCUMENTATION ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. YOU ASSUME THE ENTIRE LIABILITY FOR THE SELECTION AND USE OF THE SOFTWARE AND DOCUMENTATION, AND DC SHALL HAVE NO LIABILITY FOR ANY ERRORS, MALFUNCTIONS, DEFECTS, OR LOSS OF DATA RESULTING FROM OR RELATED TO THE USE OF SOFTWARE AND/OR DOCUMENTATION.

(c) DC SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR USE OF THE SOFTWARE AND/OR DOCUMENTATION, EVEN IF DC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL DC'S LIABILITY HEREUNDER, IF ANY, EXCEED THE PURCHASE PRICE PAID BY YOU FOR THE SOFTWARE AND DOCUMENTATION.

(d) SOME STATES MAY NOT RECOGNIZE THE FOREGOING LIMITED WARRANTY, LIMITATION OF REMEDIES AND/OR LIMITATION OF LIABILITY AND, IF YOU QUALIFY, YOU MAY HAVE DIFFERENT AND/OR ADDITIONAL RIGHTS AND REMEDIES. YOU SHOULD CONSULT THE APPLICABLE LAW IN YOUR STATE IN THIS REGARD.

5. TERM: The term of the agreement herein and the license granted to you pursuant to paragraph 1 shall be for a 90 (ninety) day period. If, after the expiration of the 90 (ninety) day period, you, as the licensee of the SOFTWARE, intend to extend the license for a period after the expiration of such initial 90 (ninety) day period, you will be required to pay DC an additional license fee by contacting DC.

(a) TERMINATION/CANCELLATION: This Agreement and the license granted herein will terminate automatically without notice from DC in the event you fail to comply with any provision of this license. You may terminate/cancel any license granted hereunder by providing DC written notice thereof and returning the SOFTWARE and documentation to DC.

(b) DC reserves the right to terminate your use of the software, for non-payment of license fee(s) or support fee(s). DC also reserves the right to terminate your use of the software for non-payment of services provided by DC and/or third parties.

6. GENERAL:

(a) This Agreement is the complete agreement and understanding of the parties with respect to the SOFTWARE and documentation, and supersedes all prior oral, written or other representations and agreements. This Agreement may only be amended in writing by an authorized officer of DC, and DC expressly rejects any modifications to this Agreement and all additional terms and conditions.

(b) The SOFTWARE and documentation may not be exported outside of the United States without the prior written permission of DC and, if such permission is granted by DC, the exportation of the SOFTWARE and documentation shall be subject to the Export Administration Regulations of the United States Department of Commerce.

(c) This Agreement shall be governed by the laws of the United States and the State of California.

7. CANCELLATIONS:

ALL CANCELLATIONS OR CONTRACT TERMINATIONS ARE SUBJECT TO 90 DAYS OF CONTINUED BILLING FOR WEB BASED, RENTAL, AND WEB ADVERTISING FROM NOTICE OF CANCELLATION. DIRECT PURCHASE SALES ARE FINAL.

8. ACKNOWLEDGMENT:

BY YOUR OPENING OF THIS SEALED PACKAGE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE FOREGOING AND THAT YOU AGREE TO BE BOUND THEREBY.