Terms of Use

FCA DealerCONNECT Terms of Use

Effective Date: August 27, 2021

These FCA DealerCONNECT Terms of Use (the “Terms”) apply to FCA’s DealerCONNECT website and portal, including all applications, services, software, graphics, photographs and information available through or on this website(collectively,“DealerCONNECT” or the “Services”).

PLEASE READ THESE TERMS CAREFULLY BEFORE USING OR ACCESSING THE SERVICES, AS THEY CONTAIN IMPORTANT INFORMATION LEGAL RIGHTS, REMEDIES,RESTRICTIONS AND OBLIGATIONS. THESE TERMS ARE A LEGAL CONTRACT BETWEEN YOU (“YOU”) AND (I) FCA US LLC, IF YOU ARE IN THE UNITED STATES; OR (II) FCA CANADA INC., IF YOU ARE IN CANADA, AND REFERS TO FCA AND ITS EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS,SUBCONTRACTORS, CONSULTANTS, REPRESENTATIVES AND AGENTS (RESPECTIVELEY “FCA,”“WE” OR “US”). BY ACCEPTING THE TERMS AND OTHERWISE ACCESSING OR USING DEALERCONNECT, YOU ARE INDICATING THAT YOU HAVE BOTH READ AND ACCEPT THESE TERMS. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, YOU ARE NOT AUTHORIZED TO ACCESS OR USE DEALERCONNECT.

NOTE: THESE TERMS CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION(SECTION 14), INCLUDING CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH FCA. YOU MAY OPT OUT OF THE BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER AS PROVIDED BELOW

YOU AFFIRM AND REPRESENT THAT YOU HAVE LEGAL CAPACITY AND AUTHORIZATION TO ACCEPT THESE TERMS:

· You are at least 16 years of age and otherwise able to enter into a valid, binding agreement (including where necessary with parental/guardian consent).as determined by the laws of Your state of residency, to assume the obligations set forth in these Terms and to access and use DealerCONNECT. You accept these Terms each time you access the Services. If You do not accept these Terms, you must not use the Services

· If You are agreeing to these Terms as a representative of an entity, You represent that You have the authority to bind that entity.

FCA RESERVES THE RIGHT TO MODIFY THE SERVICES OR THE TERMS AT ANY TIME IN OUR SOLE DISCRETION:

· Depending upon the nature of the modifications, We will provide notice of such changes on DealerCONNECT and/or by notifying You through the Portal or otherwise electronically, using the contact information We have for You.

· If You continue to use DealerCONNECT after the effective date of the change or otherwise agree to the change, the change will become part of the Terms as of the effective date of the change.

· If You do not agree with such changes You must stop using DealerCONNECT immediately

· If You do not stop using DealerCONNECT within fifteen (15) days of the date of the notice of the changes, then You agree to the change and it will automatically become part of the Terms.

· You should frequently review the Terms (including the effective date) and applicable policies and other documents from time to time to understand the terms that apply to Your use of DealerCONNECT.

· If You do not agree with any modifications, Your sole and exclusive remedy is to not use DealerCONNECT.

· You may print or save a copy of these Terms of Use for your records.

1. PERMITTED USE; RESTRICTIONS

Authorized Purposes. Subject to the conditions set out below and the specific position code and functions assigned to You and Your need to access information, DealerCONNECT, including any programming, text, software, applications, visual, video, oral or other digital material, interfaces, web pages, text files, trademarks, content, data and information contained in or made available through DealerCONNECT or otherwise as part of the Services (the “Content”) are made available for the following purposes (the “Authorized Purposes”):

· To fulfil a contract or provide a service. Where an individual is initiating contact with You to inquire about or purchase a FCA vehicle, part, product, or service:

○ as an existing customer who has purchased FCA vehicles, parts, products, or services from You before

○ in-person at Your dealership location;

○ by calling, texting, emailing, or otherwise contacting You directly through electronic means;

○ by filling out and submitting a lead-form, which leads to that hand raiser/prospect being assigned to You;

○ by mailing You letters, hard copy forms, or other paper content

You may only access, query and edit FCA proprietary information to the extent that a customer has independently provided this information to You through or after initiating contact with You through one of the above listed channels and for an authorized purpose.

License. Subject to Your compliance with these Terms, FCA grants You a limited, non-exclusive, non-transferable right to access and use DealerCONNECT and the Content in accordance with the Terms, in each case solely for Authorized Purposes and not for any other reason. Your use of DealerCONNECT may be subject to certain limitations – certain services, applications, information, systems, and functionality that are available to some users may not be available to you. You will not and will not permit any other person to create more than one user ID per individual, or to create user IDs based on false or non-existing identities. If You breach any of the provisions of these Terms, including those set forth in this Section 3, the above license will terminate automatically and You must immediately destroy any downloaded or printed Content (and any copies thereof) and cease Your access to and use of DealerCONNECT. All Content and all worldwide copyrights, trademarks, service marks, patents, patent registration rights, trade secrets, know-how, database rights, and all other rights in or relating to the Content (collectively, the “Intellectual Property”) are owned by Us or are the property of our licensors and suppliers who have given Us permission to use it. USE OF DEALERCONNECT OR THE CONTENT IN ANY MANNER OTHER THAN AS PROVIDED IN THESE TERMS IS STRICTLY PROHIBITED AND MAY INFRINGE OR MISAPPROPRIATE THE INTELLECTUAL PROPERTY RIGHTS OF FCA AND/OR ITS LICENSOR(S), SUBJECTING YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING WITHOUT LIMITATION MONETARY DAMAGES AND IMPRISONMENT FOR COPYRIGHT INFRINGEMENT.

You agree that any use of Content is personal to You and that You will not, directly or indirectly, and You will not attempt to or permit, enable or cause any other person or entity to do or attempt to do any of the following:

· reverse engineer, decompile, disassemble or otherwise attempt to discover the object code, source code or underlying ideas or algorithms of DealerCONNECT;

· modify, translate, or create derivative works based on any element of DealerCONNECT or the modify, translate, or create derivative works based on any element of DealerCONNECT or the Content;

· rent, lease, distribute, sell, resell, assign, or otherwise transfer the rights to use DealerCONNECT or the Content;

· remove any proprietary notices from the Content; or

· use DealerCONNECT or the Content for any purpose other than an Authorized Purpose

Prohibited Activities. You agree that You will not, directly or indirectly, and You will not attempt to or permit, enable or cause any other person or entity to do or attempt to do any of the following

· interfere with or disrupt the integrity or performance of DealerCONNECT;

· introduce any software into DealerCONNECT;

· attempt to gain unauthorized access to any portion of DealerCONNECT or its related systems or networks, or any other accounts, computer systems, or networks connected to this Website, whether through hacking, password mining, or any other means.

· use any robot, spider, scraper or other automated system, software or other means to extract data from DealerCONNECT, whether for commercial, personal or non-commercial use;

· use any device, software or routine that interferes or attempts to interfere with the normal operation of DealerCONNECT or take any action that imposes an unreasonable load on FCA’s computer or network equipment;

· bypass or circumvent any measures employed to prevent or limit access to all or any portion of DealerCONNECT and the Content;

· use any type of key code, radio code, or other measure to circumvent any anti-theft or security measures with respect to DealerCONNECT or vehicle security;

· otherwise use any unauthorized software to process data within or extracted from DealerCONNECT or the Content;

· reproduce, duplicate, disseminate, copy, sell, trade, resell or exploit DealerCONNECT or any of the Content; or

· otherwise use DealerCONNECT or the Content:

○ in a manner that violates any local, state, national, foreign, or international statute, regulation, rule, order treaty, or other law;

○ to stalk, harass, or harm another individual

○ to impersonate any person or entity or otherwise misrepresent Your affiliation with a person or entity or otherwise engage in fraudulent or misleading activity; or

○ in a manner that violates or infringes the rights of any other person or entity.

Monitoring. Notwithstanding anything else in these Terms or otherwise, FCA may (but is not required to) monitor access and use of DealerCONNECT and the Content by You and any other users.

Reservation of Rights. Except as expressly granted in these Terms, there are no other licenses granted to You or any Authorized You, express, implied or by way of estoppel. All rights not granted in these Terms are reserved by FCA.

2. THIRD PARTY HOSTING.

FCA may use the services of one or more third parties to deliver all or part of DealerCONNECT. FCA will pass-through any warranties to the extent that FCA receives any from its then current third-party service provider that it can provide to You. You agree to comply with any acceptable use policies and other terms of any third-party service provider that are provided or otherwise made available to You from time to time.

3. THIRD PARTY AND CO-BRANDED WEBSITES AND OTHER SERVICES

DealerCONNECT may contain links to third-party websites, mobile applications or other services, operated by a third party and subject to different terms. You should review the terms on any website, mobile application or online service. Please be aware that FCA is not responsible for and cannot control the terms and practices of other websites or third parties. DealerCONNECT may also contain links to co-branded websites that may display the FCA US logo and trademarks but are maintained by third parties, and do not display these Terms. Please read the terms provided on these co-branded websites, which govern the practices relating to that website.

4. PASSWORDS AND USER IDS.

Passwords. To access and use DealerCONNECT You must be an authorized user with an active FCA user id (e.g., Your SID or TID) (Your “User ID”). To log in to DealerCONNECT, You must enter User ID and password. If You have not been issued or are unsure what Your User ID is, You should contact Your company or employer. FCA will have the right to approve, reject or revoke Your User ID and/or Your access to and use of DealerCONNECT at any time, in FCA’s sole discretion. You are prohibited from having, creating or using more than one (1) User ID, and from sharing or permitting any other person or entity to use Your User ID to access DealerCONNECT.

You are responsible for maintaining the confidentiality of Your User ID and password ("Password"), and You are responsible for all activities that occur using Your Password. You agree not to distribute, sell, assign, or otherwise share Your Password, let others access or use Your Password or do anything else that might jeopardize the security and integrity of Your Password. You agree to notify FCA if Your Password is lost, stolen or compromised, if You are aware of any unauthorized use of Your Password on DealerCONNECT, or if You know of any other breach of security in relation to the Services.

All the information that You provide in order to receive a User ID and/or Password, or that You otherwise provide through DealerCONNECT must be accurate, complete and up to date.

No Circumvention of Security. Neither You nor any Authorized You may circumvent or otherwise interfere with any user authentication or security of DealerCONNECT. You will immediately notify FCA of any breach, or attempted breach, of security known to You.

5. YOUR OBLIGATIONS.

User System. You are responsible for (a) obtaining, deploying and maintaining the internal website(s), servers, devices and other equipment and software used to access and use DealerCONNECT; (b) contracting with third party ISP, telecommunications and other service providers to access and use DealerCONNECT via the Internet; and (c) paying all third party fees and access charges incurred in connection with the foregoing. Except as specifically set forth in these Terms or a separate agreement between You and FCA referencing these Terms, FCA will not be responsible for supplying any hardware, software, applications, or other equipment to You under these Terms.

Acceptable Use. You will be solely responsible for its actions and the actions of its You while using DealerCONNECT. You acknowledges and agree: (a) to abide by all local, state, national, and international laws and regulations applicable to Your use of DealerCONNECT, including without limitation the access, use, provision, and storage of User Data; (b) not to provide or store data on or to DealerCONNECT which violates the rights of any individual or entity established in any jurisdiction; (c) not to upload in any way any information or content that contains any viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents, data or programs that may damage the operation of DealerCONNECT or another's computer or mobile device; (d) not to use DealerCONNECT for illegal, fraudulent, unethical or inappropriate purposes; (e) not to interfere or disrupt networks connected to DealerCONNECT or interfere with other ability to access or use DealerCONNECT; (f) not to distribute, promote or transmit through DealerCONNECT any unlawful, harmful, obscene, pornographic or otherwise objectionable material of any kind or nature; (g) not to transmit or post any material that encourages conduct that could constitute a criminal offense or give rise to civil liability; (h) not to interfere with another user’s use and enjoyment of DealerCONNECT; (i) not to use DealerCONNECT in any manner that impairs DealerCONNECT, including without limitation the servers and networks on which DealerCONNECT is provided; (j) to comply with all regulations, policies and procedures of networks connected to DealerCONNECT and FCA’s service providers; and (k) to use DealerCONNECT only in accordance with these Terms and for an Authorized Purpose. FCA may remove any violating content posted or stored using DealerCONNECT or transmitted through DealerCONNECT, without notice to You. You will be responsible and liable for the completeness, integrity, quality, accuracy and lawfulness of any information, data or other content you provide to or through DealerCONNECT.

Accuracy of Information. You agree to provide accurate, current and complete information. You agree to keep any online account information current and inform FCA of any changes in Your name, Your employer or company, Your company’s name, Your title or role, and Your address, email address, phone number or other contact information (SSN, SIN, or mother’s maiden name for international users. You agree to accept electronic communication from FCA through DCMail or other account messaging functions within the Portal, or via the email address you provided as part of your user profile in My Personnel. In addition, You agree that FCA may rely and act on all information and instructions provided to FCA by You, including from the above-specified email addresses, or by Your company or employer on Your behalf.

Suspension and Revocation. If FCA suspects that You or any other authorized users for Your company or employer (“Authorized Users”) have engaged in any unauthorized conduct (including, but not limited to web scraping, unauthorized data use, or any other violation of these Terms), FCA may temporarily suspend, or may revoke, Your access or the other Authorized Users access to DealerCONNECT without prior notice to You. You agree that FCA will not be liable to You or any Authorized User or third party if FCA exercises its rights as permitted by this Section. Notwithstanding anything in this Section to the contrary, FCA’s suspension of access to DealerCONNECT is in addition to any other remedies that FCA may have under these Terms or otherwise.

6. PRIVACY.

Please review the FCA DealerCONNECT Privacy Policy, which explains FCA’s privacy practices with respect to Your personal information collected by Us related to DealerCONNECT.

7. INTELLECTUAL PROPERTY; PROPRIETARY RIGHTS

You acknowledge that, with exception of dealer digital website data or data that is subject to the Dealer Data Sharing Agreement, any and all information, content, data, photographs, images, sound files, animation files, videos, databases, graphics, interfaces, web pages, text, files, software, product names, company names, trademarks, logos and trade names contained in or made available through DealerCONNECT (the “Content”), including the manner in which the Content is presented or appears and all information relating thereto, is the property of FCA or its licensees, or the respective owner as indicated. All Content is protected by U.S., Canadian, and worldwide copyright, trademark and other intellectual property laws and treaty provisions. FCA and/or its licensors grant You a limited, non-exclusive, revocable, personal, non-assignable and non-transferable license to use and display on Your device the Content for Your own personal, private and commercial use as authorized in these Terms only.

Subject to this section 7, all Content is and will remain the property of FCA, its licensors or its respective owner, whether or not specifically recognized or perfected under applicable law. All trademarks, service marks, trade names, logos or other words or symbols identifying the Portal or FCA's business, products and services (the “Marks”) are and will remain the exclusive property of FCA or its licensors, whether or not specifically recognized or perfected under applicable law.

You will not acquire any right, title, or interest in or to the Portal, Content or Marks, except for the limited rights specified in these Terms. FCA or its licensors, as applicable, will own all rights in any copy, translation, modification, adaptation or derivation of the Portal, including any improvement or development thereof. Any redistribution or reproduction of part or all of the Contents in any form for commercial use is prohibited.

USE OF THE PORTAL IN ANY MANNER OTHER THAN AS PROVIDED IN THESE TERMS IS STRICTLY PROHIBITED AND MAY INFRINGE OR MISAPPROPRIATE THE INTELLECTUAL PROPERTY RIGHTS OF FCA AND/OR ITS LICENSOR(S), SUBJECTING YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING WITHOUT LIMITATION MONETARY DAMAGES AND IMPRISONMENT FOR COPYRIGHT INFRINGEMENT.

Excluding data which is subject to and covered under the Dealer Data Sharing Agreement, You grant FCA a world-wide, non-exclusive, perpetual, royalty-free license to use, modify, remove, publish, transmit, or display any information or data You enter or provide through the Portal for any purpose (“Materials”), without compensation to you, including for the purposes of promoting FCA US and our products and services.

You waive any rights you may have regarding any such Materials entered being altered or manipulated in any way that may be objectionable to you. We reserve the right to refuse to accept, post, display, or transmit any of Your Materials in our sole discretion.

8. FEEDBACK

If You provide FCA with any comments, suggestions, recommendations, feedback or other information with respect to DealerCONNECT (“Feedback”), including, without limitation, Feedback relating to modifications, enhancements and improvements to DealerCONNECT and the Content, You agree that You have the right to provide such Feedback to FCA and hereby grant FCA an irrevocable, worldwide, perpetual, royalty-free license to use the Feedback for any purpose to the fullest extent permitted by applicable law.

9. INTELLECTUAL PROPERTY INFRINGEMENT

FCA respects the intellectual property rights of others, and We ask You to do the same. FCA may, in appropriate circumstances and at FCA’s discretion, terminate Your access to DealerCONNECT and the Content, if You infringe the intellectual property rights of others. If You believe that Your work is the subject of copyright infringement and/or trademark infringement and appears on or within DealerCONNECT (or other FCA websites or online services), please provide FCA’s designated agent (set forth below) the following information:

· A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

· Identification of the copyrighted and/or trademarked work claimed to have been infringed or, if multiple works at a single online site are covered by a single notification, a representative list of such works at that site.

· Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled from DealerCONNECT, and information reasonably sufficient to permit FCA to locate the material.

· Information reasonably sufficient to permit FCA to contact You as the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which You may be contacted.

· A statement that You have a good faith belief that use of the material in the manner complained of is not authorized by the copyright and/or trademark owner, its agent, or the law.

· A statement that the information in the notification is accurate, and under penalty of perjury, that You are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed

FCA’s agent for notice of claims of copyright or trademark infringement can be reached as follows:
FCA US LLC
Office of the General Counsel
Copyright Department
1000 Chrysler Drive
CIMS 485-13-32
Auburn Hills, MI 48326
copyrights@fcagroup.com

Please also note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

Submitting a Digital Millennium Copyright Act (“DMCA”) Counter-Notification. We will notify You that We have removed or disabled access to copyright-protected material that You provided, if such removal is pursuant to a valid DMCA take-down notice that We have received. If You receive such notice from Us, You may provide FCA with a counter-notification in writing to FCA’s designated agent that includes all of the following information:

· Your physical or electronic signature;

· Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;

· A statement from You under the penalty of perjury, that You have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and

· Your name, physical address and telephone number, and a statement that You consent to the jurisdiction of a court for the judicial district in which Your physical address is located, or if Your physical address is outside of the United States, for any judicial district in which FCA may be located, and that You will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.

10. DISCLAIMERS

FCA PROVIDES EACH OF DEALERCONNECT “AS IS” AND “AS AVAILABLE”. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, FCA DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AND CONDITIONS OF MERCHANTABILITY SUITABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, CONTENT, QUALITY, TIMELINESS, COMPLETENESS, CORRECTNESS, ACCURACY, RELIABILITY FCA DOES NOT REPRESENT OR WARRANT THAT DEALERCONNECT ARE ERROR-FREE OR FREE FROM INFRINGEMENT, OR THAT DEALERCONNECT OR ANY OF THEIR FEATURES WILL ALWAYS BE SECURE, RELIABLE, AVAILABLE, TIMELY, COMPLETE OR ERROR-FREE. YOUR RELIANCE ON ANY FEATURE OF DEALERCONNECT IS AT YOUR OWN RISK AND YOU AGREE TO ACCEPT RESPONSIBILITY FOR ALL OF YOUR ACTIVITIES IN CONNECTION WITH DEALERCONNECT.

Some jurisdictions do not allow limitations of implied warranties, so certain limitations stated above may not apply to You, in which case such warranties shall be limited to the extent required by applicable law.

11. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, FCA AND ITS AFFILIATES, AND EACH OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AND AGENTS (COLLECTIVELY, THE “THIRD PARTY BENEFICIARIES”) WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF YOUR USE OR INABILITY TO USE DEALERCONNECT OR ANY ASSOCIATED FEATURES, SERVICES, DOCUMENTATION OR INFORMATION, OR YOUR RELIANCE OR INABILITY TO RELY ON DEALERCONNECT OR ANY ASSOCIATED FEATURES, SERVICES, DOCUMENTATION OR INFORMATION, INCLUDING, WITHOUT LIMITATION, DAMAGES OR COSTS RELATING TO THE LOSS OF PROFITS, BUSINESS, GOODWILL, DATA OR COMPUTER PROGRAMS, BUSINESS INTERRUPTIONS, OR TO OTHER PECUNIARY LOSS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IF, NOTWITHSTANDING THE EXCLUSIONS SET FORTH IN THIS SECTION, FCA OR A THIRD PARTY BENEFICIARY IS FOUND TO BE LIABLE, THE MAXIMUM AGGREGATE LIABILITY OF FCA AND THE THIRD PARTY BENEFICIARIES TO YOU UNDER ANY THEORY (INCLUDING BUT NOT LIMITED TO FRAUD, MISREPRESENTATION, BREACH OF CONTRACT, PERSONAL INJURY, OR PRODUCTS LIABILITY) IS LIMITED TO $500. THIS AMOUNT DOES NOT INCLUDE AMOUNTS YOU MAY PAY TO FCA IN CONNECTION WITH OTHER GOODS OR SERVICEs AND IS THE SOLE AND EXCLUSIVE LIABILITY TO YOU OF FCA AND THE OTHER INDEMNIFIED PARTIES, AND IS PAYABLE AS LIQUIDATED DAMAGES AND NOT AS A PENALTY .

THESE LIMITATIONS APPLY TO ALL CLAIMS, INCLUDING, WITHOUT LIMITATION, CLAIMS IN CONTRACT AND TORT (SUCH AS NEGLIGENCE, PRODUCT LIABILITY AND STRICT LIABILITY).

12. INDEMNITY

Notwithstanding any provision in these Terms to the contrary, You agree to indemnify, defend with the counsel of FCA's choice, and hold harmless FCA, Third Party Beneficiaries and its and their respective officers, directors, members, managers, employees, agents, contractors, representatives, licensors, attorneys, predecessors, successors, and assigns (the “Indemnified Parties”) from and against any and all claims, demands, losses, obligations, liabilities, damages, injuries, causes of action, recoveries, deficiencies, expenses, and costs, including without limitation fees of attorneys and experts (collectively, “Claims”), whether brought by You or any third parties against any of the Indemnified Parties and arising out of or relating to any of the following:

· Your use of DealerCONNECT and the Content;

· Your failure to comply with these Terms;

· The gross negligence, willful misconduct, or fraud of You;

· FCA's use, non-use or publication of Your Feedback;

· Your violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right;

· Your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; or

· Any misrepresentation made by You.

Notwithstanding the foregoing, We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will cooperate with Us in asserting any available defenses. You will not settle any claims without the prior written consent of an officer of FCA. This provision shall remain in full force and effect notwithstanding any termination of Your use of DealerCONNECT and the Content.

13. TERMINATION

FCA may terminate these Terms with You, or Your access to and use of DealerCONNECT and the Content, at any time and for any reason, at its sole discretion. No notice is required for FCA to terminate these Terms. This means that FCA may suspend or terminate Your use of DealerCONNECT and the Content, including any portion thereof, at any time and for any reason, without incurring liability of any kind. If, in FCA's determination, the suspension might be indefinite or FCA has elected to terminate Your access to DealerCONNECT, FCA may use reasonable efforts to notify You.

Sections 1, and 3 through 14, and any provision of these Terms that contemplates performance or application subsequent to any termination of these Terms will survive any termination or expiration of these Terms and continue in full force and effect.

14. DISPUTES; BINDING ARBITRATION; CLASS ACTION AND JURY TRIAL WAIVER

Please read the following (this “Provision”) carefully as it affects Your rights. Most concerns can be resolved quickly by contacting your Business Center representative. This Provision facilitates the prompt and efficient resolution of any disputes that may arise between You and FCA regarding DealerCONNECT and the Content and Your access to and use of DealerCONNECT.

This Provision provides that all Disputes between You and FCA shall be resolved by binding arbitration. Arbitration is a form of private dispute resolution in which persons with a dispute waive their rights to file a lawsuit, to proceed in court and to a jury trial, and instead submit their disputes to a neutral third person (or arbitrator) for a binding decision. You have the right to opt-out of this Provision (as explained below), which means You would retain Your right to litigate Your Disputes in a court, either before a judge or jury.

Arbitration replaces the right to go to court. In the absence of this arbitration Provision, You may otherwise have a right or opportunity to bring claims in a court, before a judge or jury, and/or to participate in or be represented in a case filed in court by others (including, but not limited to, class actions). Except as otherwise provided, entering into these Terms constitutes a waiver of Your right to litigate claims and all opportunity to be heard by a judge or jury. There is no judge or jury in arbitration, and court review of an arbitration award is limited. The arbitrator must follow these Terms and can award the same damages and relief as a court (including attorney’s fees).

For the purpose of this Provision, “FCA” means FCA and its parents, subsidiary and affiliate companies, and each of their respective officers, directors, members, managers, employees, and agents. The term “Dispute” means any dispute, claim, or controversy between You and FCA regarding, arising out of or relating to any aspect of Your relationship with FCA, whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable cause of action or claim for relief, and includes the validity, enforceability or scope of this Provision (with the exception of the enforceability of the Class Action Waiver clause below). “Dispute” is to be given the broadest possible meaning that will be enforced, and shall include any claims against other parties in connection with DealerCONNECT or these Terms, whenever You also assert claims against Us in the same proceeding.

WE EACH AGREE THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL DISPUTES, AS DEFINED ABOVE, WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN THE PAST OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION RATHER THAN IN COURT IN ACCORDANCE WITH THIS PROVISION.

Pre-Arbitration Claim Resolution; Written Notification of Dispute. For all Disputes, whether pursued in court or arbitration, You must first give FCA an opportunity to resolve the Dispute by providing written notification to FCA.

· If You are in the United States, You must send Your written notification to FCA US LLC, 1000 Chrysler Drive, Attention: Office of General Counsel, Auburn Hills, Michigan 48326-2766.

· If You are in Canada, You must send Your written notification to FCA Canada Inc., P.O. Box 1621, Windsor, Ontario, N9A 4H6.

The written notification to FCA of Your Dispute must include (1) Your name, (2) Your address, (3) a written description of Your claim, and (4) a description of the specific relief You seek. If FCA does not resolve the Dispute within 45 days after it receives Your written notification, You may pursue Your Dispute in arbitration. You may pursue Your Dispute in a court only under the circumstances described below

Exclusions from Arbitration/Right to Opt Out. Notwithstanding the above, You or FCA may choose to pursue a Dispute in court and not by arbitration if (a) the Dispute qualifies, it may be initiated in small claims court; or (b) YOU OPT-OUT OF THESE ARBITRATION PROCEDURES WITHIN 30 DAYS FROM THE DATE THAT YOU FIRST CONSENT TO THESE TERMS (the “Opt-Out Deadline”). You may opt out of this Provision by mailing written notification to FCA.

· If You are in the United States, You must send Your written notification to FCA US LLC, 1000 Chrysler Drive, Attention: Office of General Counsel, Auburn Hills, Michigan 48326-2766.

· If You are in Canada, You must send Your written notification to FCA Canada Inc., P.O. Box 1621, Windsor, Ontario, N9A 4H6.

Your written notification that You choose to opt out of these arbitration procedures must include (1) Your name, (2) Your address, and (3) a clear statement that You do not wish to resolve disputes with FCA through arbitration. Your decision to opt-out of this Arbitration Provision will have no adverse effect on Your relationship with FCA. Any opt-out request received after the Opt-Out Deadline will not be valid and You must pursue Your Dispute in arbitration or small claims court.

Arbitration Procedures. If this Provision applies and the Dispute is not resolved as provided above (Pre-Arbitration Claim Resolution) either You or FCA may initiate arbitration proceedings. The American Arbitration Association (“AAA”), www.adr.org, or JAMS, www.jamsadr.com, will arbitrate all Disputes, and the arbitration will be conducted before a single arbitrator. The arbitration shall be commenced as an individual arbitration only, and shall in no event be commenced as a class arbitration or a consolidated or representative action or arbitration. All issues shall be for the arbitrator to decide, including the scope of this Provision.

For arbitration before AAA, for Disputes of less than $75,000, the AAA’s Supplementary Procedures for Consumer-Related Disputes will apply; for Disputes involving $75,000 or more, the AAA’s Commercial Arbitration Rules will apply. In either instance, the AAA’s Optional Rules For Emergency Measures Of Protection shall apply. The AAA rules are available at www.adr.org or by calling 1-800-778-7879. For arbitration before JAMS, the JAMS Comprehensive Arbitration Rules & Procedures and the JAMS Recommended Arbitration Discovery Protocols For Domestic, Commercial Cases will apply. The JAMS rules are available at www.jamsadr.com or by calling 1-800-352-5267. This Provision governs in the event it conflicts with the applicable arbitration rules. Under no circumstances will class action or representative action procedures or rules apply to the arbitration.

· If you are in the United States, the Federal Arbitration Act (“FAA”) governs the arbitrability of all Disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit.

· If You are in Canada, this Provision is made pursuant to the Ontario Arbitration Act, which shall govern the arbitrability of all Disputes.

Arbitration Award. The arbitrator may award on an individual basis any relief that would be available pursuant to applicable law and will not have the power to award relief to, against or for the benefit of any person who is not a party to the proceeding. The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a Party or if required by applicable law. Such award will be final and binding on the Parties, except for any right of appeal provided by the FAA or other applicable law, and may be entered in any court having jurisdiction over the Parties for purposes of enforcement.

Location of Arbitration.

· If You are in the United States, You or FCA may initiate arbitration in either Your U.S. location or the federal judicial district that includes Your billing address.

· If You are in Canada, You or FCA may initiate arbitration in Toronto, Ontario.

Payment of Arbitration Fees and Costs. FCA will pay all arbitration filing fees and AAA or JAMS hearing fees and any arbitrator's hearing fees, costs and expenses upon Your written request to the arbitrator given at or before the first evidentiary hearing in the arbitration. You are responsible for all additional fees and costs that You incur in the arbitration, including, but not limited to, attorneys or expert witnesses. Fees and costs may be awarded as provided pursuant to applicable law. In addition to any rights to recover fees and costs under applicable law, if You provide notice and negotiate in good faith with FCA as provided in “Pre-Arbitration Claim Resolution” above and the arbitrator concludes that You are the prevailing party in the arbitration, You will be entitled to recover reasonable attorney’s fees and costs as determined by the arbitrator.

Class Action Waiver. Except as otherwise provided in this Provision, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action, representative action, or private attorney general action) unless both You and FCA specifically agree to do so in writing following initiation of the arbitration. If You choose to pursue Your Dispute in court by opting out of the Arbitration Provision, as specified above, this Class Action Waiver will not apply to You. Neither You, nor any other user of the Subscription Platform can be a class representative, class member, or otherwise participate in a class, consolidated, or representative proceeding without having complied with the opt-out requirements above.

Jury Waiver. You understand and agree that, by entering into these Terms, You and FCA are each waiving the right to a jury trial. In the absence of this Provision, You and might otherwise have had a right or opportunity to bring Disputes in a court, before a judge or jury, and/or to participate or be represented in a case filed in court by others (including class actions). Except as otherwise provided below, those rights are waived. Other rights that You would have if You went to court, such as the right to appeal and to certain types of discovery, may be more limited or may also be waived.

Survival. This Provision shall survive the expiration or termination of Your Subscription or these Terms for any reason.

Quebec. THIS SECTION 13 DOES NOT APPLY TO YOU IF YOU RESIDE IN THE PROVINCE OF QUEBEC.

15. MISCELLANEOUS

Assignment. You may not assign Your rights under these Terms; however, FCA reserves the right to assign these Terms. The rights granted to You under these Terms are not assignable or transferable, in whole or in part. Any attempt to transfer these Terms without the written consent of FCA shall be void and of no force and effect. FCA has the right, at its own discretion, to transfer or assign these Terms and all related rights to an affiliate of FCA or to a third party. These Terms are binding upon, and shall inure to the benefit of, You and Your heirs and successors, and Us and FCA’s successors and assigns.

Waiver. Any waiver of FCA’s rights or Your obligations must be in writing from FCA. No delay or omission by FCA to exercise any right or power occurring upon any noncompliance or default by You with respect to any of the terms of these Terms shall impair any such right or power or be construed to be a waiver thereof. Any waiver by FCA of any covenant, condition, term, provision or agreement to be performed by You only shall be in a written communication from FCA and shall not be deemed to be a waiver of any prior or subsequent breach of the same, or of any other covenant, condition, term, provision or agreement hereunder.

Validity. If the law or a court invalidates a part of these Terms (other than the ‘Class Action Waiver’ Provision), the remainder of these Terms will continue. If any provision of these Terms (other than the ‘Class Action Waiver’ Provision above) shall be held invalid, illegal, or unenforceable, in whole or in part, the validity, legality, and enforceability of the remaining part of such provision and the other provisions hereof, shall not be affected thereby unless it renders ineffective the purpose of these Terms. Any provision of these Terms that is held invalid, illegal, or unenforceable in any jurisdiction shall not there by be deemed invalid, illegal, or unenforceable in any other jurisdiction. If the Class Action Waiver Provision is found to be invalid, illegal, or unenforceable, the entire Provision (i.e., Section 13) will be unenforceable and the Dispute will be decided by a court of competent jurisdiction.

Governing Law. These Terms are governed by the laws of the state of Michigan without regard to any laws or principles governing application of laws of another jurisdiction.

Jurisdiction; Venue.

· If You are in the United States, these Terms shall be deemed to have been executed and delivered at Auburn Hills, Michigan. If any legal action is commenced concerning these Terms, jurisdiction shall be in a court of proper jurisdiction in the State of Michigan located in Oakland County and/or the United States District Court for the Eastern District of Michigan, and the Parties irrevocably consent and agree to the exclusive jurisdiction and venue of such courts.

· If You are in Canada, if You are in Canada, any actions shall be brought exclusively in the courts of Toronto, Ontario, and any such action shall be tried before a judge, without a jury, to the maximum extent permitted by law.

Time Limits. EXCEPT WHERE PROHIBITED BY LAW, YOU ARE NOT ALLOWED TO BRING ANY CLAIM AGAINST FCA OR THIRD PARTY BENEFICIARIES MORE THAN TWO YEARS AFTER THE CLAIM ARISES.

Notice. If You need to notify FCA or FCA needs to notify You, We will do so as described in this Section. Any notices or communication required or permitted to be given to You shall be in writing and shall be considered given if delivered by email or mailed to You at the email or postage address provided to FCA in Your completed application or as updated by You and on file with FCA. Any notices or communication required or permitted to be given to FCA by You shall be in writing and shall be sufficiently given if delivered by registered post to the following address:

· If You are in the United States, You should send any written notification to FCA US LLC, 1000 Chrysler Drive, Attention: Office of General Counsel, Auburn Hills, Michigan 48326-2766.

· If You are in Canada, You should send any written notification to FCA Canada Inc., P.O. Box 1621, Windsor, Ontario, N9A 4H6.

Any notice delivered via email shall be deemed to have been received on the first business day after which it was sent, unless the sending party is notified that the email address is invalid. Any notice sent by letter shall be deemed to have been received on the fourth business day after it was posted.

FCA’s Relationship. Nothing in these Terms create any agency or fiduciary relationships between You and Us, nor any relationship of principal and agent, partnership, or employer and employee.

Third Party Beneficiaries. These Terms are entered into solely between You and Us and shall not be deemed to create any rights in any third parties nor create any obligations of either You or Us to any third parties. The rights of the parties to rescind or vary these Terms are not subject to the consent of any other person. You are not a third-party beneficiary of any agreement between Us and any of FCA’s partners or third-party providers. None of FCA’s partners or third-party providers have any legal, equitable, or other liability of any kind to You under these Terms. You expressly waive any and all claims or demands for such liability.

Export. You agree to comply with all applicable trade regulations and export control laws both domestic and foreign and to allow any information You provide to be used for the purpose of ensuring export compliance. DealerCONNECT, and any underlying information accessed or transferred by You using the may be subject to U.S. export controls, including the Export Administration Act (50 U.S.C. § 2401, et seq.) and the Export Administration Regulations (50 C.F.R. § 730-774), as well as the import regulations of other countries. You agree not to export or re-export any such equipment, software or information to any foreign country. Any information transferred by You using DealerCONNECT to any foreign country, entity, or person must comply with the U.S. Export Administration Act and the Export Administration Regulations.

Entire Agreement. These Terms contains the full and complete understanding between You and Us with respect to the subject matter hereof and supersedes all representations and understandings, agreements, warranties, statements and undertakings whether oral or written given or made before the effective date of these Terms by, or on behalf of, the parties and relating to its subject matter, notwithstanding the terms of any such former agreement or arrangement expressed to survive termination. You confirm that You have not relied upon, and with the exception of fraud or fraudulent misrepresentation (for which liability and remedies are not restricted or excluded), shall have no remedy in respect of, any agreement, warranty, statement, representation, understanding or undertaking made by Us unless that warranty, statement, representation, understanding or undertaking is expressly set out in these Terms. With the exception of fraud or fraudulent misrepresentation, You shall not be entitled to the remedies of rescission or damages for misrepresentation arising out of, or in connection with, any agreement, warranty, statement, representation, understanding or undertaking whether or not it is set out in these Terms.

Interpretation. These Terms will not be presumptively construed for or against any party. Section titles used in these Terms are for convenience only. These Terms may not be construed more strictly against one party than the other.