LOTPRO™ ONLINE WEBSITE USER AGREEMENT

This Website was designed by and is owned and hosted by MH Sub I, LLC ("Company"), a California limited liability company, located at 909 N. Pacific Coast Hwy, 11^th Floor, El Segundo, CA 90245.

General

Company hosts the LOTPRO™ ONLINE website (hereinafter LOTPRO™) at www.lotproonline.com, a pay for access/use website through which Users may access LOTPRO™ software modules related to Applicants, Inventory Management, Lenders, Deal Structure and Reports. This User Agreement sets forth the terms and conditions governing the access and use of the LOTPRO™ website by you, the User.

IF YOU THE USER LOG IN, OR OTHERWISE ACCESS THE LOTPRO™ WEBSITE, USER AGREES TO COMPLY WITH THE APPLICABLE TERMS AND CONDITIONS OF THIS USER AGREEMENT.

Intellectual Property

The LOTPRO™ website is owned and operated by Company. Copyright in the LOTPRO™ website, and any data stored thereon (with the exception of vehicle inventory data uploaded onto the website by User), and in the screens displaying the pages of the website, and in the information and material displayed therein, and in their arrangement and "look and feel", and any printed materials related thereto is owned by or licensed to Company or its affiliates unless otherwise indicated. User acknowledges that the term "LOTPRO™" is a trademark of Company. Further, elements of the LOTPRO™ website are protected by trademark, copyright, trade dress and other laws and may not be imitated in whole or in part on other websites.

Permitted Commercial Use

Each User of the LOTPRO™ website is permitted to make only limited commercial use of the information contained on the LOTPRO™ website. Specifically, each User of the LOTPRO™ website is permitted to use information from the LOTPRO™ website in connection with the User's offering of vehicles for sale, or offering of vehicle financing, to the public. However, a User is not permitted to use the LOTPRO™ website or information thereon in conjunction with a product or a service that is competitive with the LOTPRO™ website, or for any other purpose, such as demonstrating a User's own product to a customer or a potential customer.

Permission is granted to electronically copy and to print hard copy portions of materials on the LOTPRO™ website only as described below or elsewhere on this site. Any other use of materials on this site, including but not limited to, reproduction for purposes other than those noted on our site, modification, transmission, display, distribution or republication, without the prior written permission of Company is strictly prohibited.

Unauthorized Use of Information and Materials.

Unauthorized use of the LOTPRO™ website and Company’s systems, including but not limited to unauthorized entry into Company's systems, misuse of passwords, or misuse of any information posted on the LOTPRO™ website, is strictly prohibited. A User is not permitted to use "web crawlers" or other types of software or hardware technology to automatically download large amounts of data or materials from the LOTPRO™ website.

Website Content

Some content in the LOTPRO™ website is provided by third parties. Such third parties may include, but not be limited to J.D. Power and consumers. Company is not responsible for the content of this third party data, nor is Company responsible for the completeness or accuracy of any such data. In certain instances, Authorized Users of the Company website may add their own content to the site. Such content is solely the responsibility of the party providing the content. Company is not responsible in any way for such data, and Company does not review such content in any way, including, without limitation, screening such content for the presence of computer viruses.

Data Storage

The LOTPRO™ website and its associated servers may be used by User to store certain data related to User's business (e.g., vehicle inventory information, user's customer or lead information, documents or images related to a customer or lead). Unless specified elsewhere on the LOTPRO™ website, certain data on the LOTPRO™ website may only be available to User for a limited time. It is User’s sole responsibility to confirm any expiration dates related to any such data on the LOTPRO™ website. Company is not responsible for the completeness or accuracy of any such data entered into the LOTPRO™ website and its associated servers by User. Company will make reasonable efforts to protect and backup data on the LOTPRO™ website for User on a regular basis. However, COMPANY IS NOT RESPONSIBLE FOR ANY DATA OF USER RESIDING ON THE LOTPRO™ WEBSITE AND ITS ASSOCIATED SERVERS. The User, not Company, is ultimately and solely responsible for the User's data stored on the LOTPRO™ website and its associated servers, including but not limited to compliance with applicable data retention laws, regulations and guidelines.

Links

If, when on the LOTPRO™ website, User is linked to other websites, these websites are not operated by Company, and User may be required to agree to additional terms and conditions in order to access information or services from these websites.

Indemnification

User agrees to defend, indemnify and hold harmless Company and any of its directors, officers, agents and employees from and against any and all third party claims and all liabilities, assessments, losses, costs or damages resulting from or arising out of or related to (i) any breach by User of any term or condition of this User Agreement or (ii) User's engagement in any transactions on or use of the LOTPRO™ website including, without limitation, any disputes between User and another User or any other party and any other claims arising out of or in any way connected with any transactions conducted via the LOTPRO™ website. If any such action shall be brought against any indemnified party, they shall notify User in writing and User shall assume and control the defense and settlement of each such action, including the employment of counsel and payment of all expenses. Any indemnified party shall also have the right to employ separate counsel in any such action and participate in the defense, at their own cost.

Termination

Company, at its sole discretion, may immediately terminate User's use of the LOTPRO™ ONLINE website as a result of any violation of the USER AGREEMENT by User.

DISCLAIMER OF WARRANTIES

ACCESS TO THE LOTPRO™ WEBSITE AND ITS CONTENT, PRODUCTS AND SERVICES IS PROVIDED "AS IS." COMPANY DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS, EXPRESSED OR IMPLIED, CONCERNING THE MERCHANTABILITY, QUALITY, NON INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE OF THE LOTPRO™ WEBSITE OR ITS CONTENT, PRODUCTS OR SERVICES. THE USER ASSUMES ALL RISK OF USE. NO WARRANTY IS GIVEN THAT THE SERVICES WILL BE ERROR-FREE, FREE OF VIRUSES OR UNINTERRUPTED. COMPANY IS NOT RESPONSIBLE FOR INVALID DESTINATIONS AND TRANSMISSION ERRORS IN, CORRUPTION OF, OR THE SECURITY OF INFORMATION CARRIED OVER TELECOMMUNICATIONS CARRIERS' OR OTHER PROVIDERS' FACILITIES. COMPANY HAS NO LIABILITY FOR FAULTY OR INTERRUPTED COMMUNICATION LINKS. USER ACKNOWLEDGES THAT SUBSTANTIAL AMOUNTS OF THE CONTENT OF THE WEBSITE ARE PROVIDED BY THIRD PARTIES, AND COMPANY HAS NO CONTROL OVER, OR LIABILITY FOR ANY SUCH CONTENT. UNDER NO CIRCUMSTANCES WILL COMPANY BE RESPONSIBLE FOR THE USE BY USER OF, OR RESULTS ACHIEVED BY USER FROM THE LOTPRO™ WEBSITE OR ANY DATA ACCESSED THROUGH THE LOTPRO™ WEBSITE.

LIMITATION OF LIABILITY

COMPANY SHALL NOT BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY DIRECT, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES INCURRED ARISING OUT OF THE USE OR THE INABILITY TO USE THE LOTPRO™ WEBSITE, OR OUT OF ANY BREACH OF A REPRESENTATION OR WARRANTY, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS.

IN NO EVENT SHALL COMPANY BE LIABLE FOR DAMAGES FOR ANY CAUSE OR BASED ON ANY MATTERS ARISING FROM THIS USER AGREEMENT IN EXCESS OF THE TOTAL AMOUNT PAID IN DURING THE PRECEDING TWELVE MONTHS OF SERVICE BY USER TO COMPANY UNDER THIS USER AGREEMENT OR ANY PURCHASE ORDER RELATING TO THE USE OF THE LOTPRO™ WEBSITE THAT USER MAY HAVE WITH COMPANY.

General Compliance with Laws

User agrees to comply fully with all applicable laws, statutes, ordinances, rules and regulations, and agree not to use our website to facilitate collusion or for any other conduct violating antitrust or other applicable laws.

Waivers and Remedies

Any waiver by Company of the provisions of this Agreement or of Company's rights or remedies under this Agreement must be in writing to be effective. Any waiver in a particular instance shall not constitute a waiver of the same or different rights or breaches in any other instance. Failure, neglect or delay by Company to enforce the provisions of this Agreement or Company's rights or remedies at any time will not be construed and will not be deemed to be a waiver of Company's rights under this Agreement and will not prejudice Company's right to take subsequent action. No exercise or enforcement of any right or remedy under this Agreement will preclude the enforcement of any other right or remedy under this Agreement or that Company is entitled by law to enforce.

Applicable Law and Jurisdiction

This agreement is governed by the laws of the State of California, USA. User hereby consents to the exclusive jurisdiction and venue of courts in Los Angeles County, California, USA for all disputes arising out of or relating to the use of the LOTPRO™ website, or any registration agreement or purchase order related to the LOTPRO™ website. If any part of this Agreement is deemed unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of remaining provisions.

Amendments and Modifications

The information and materials contained on the LOTPRO™ website, and the terms, conditions, and descriptions that appear therein, are subject to change. Company reserves the right, in its sole discretion, to supplement, modify or discontinue any aspect of the LOTPRO™ website, including, without limitation, restricting the times or means of access to the LOTPRO™ website. Company also reserves the right, in its sole discretion, to modify this User Agreement in any manner and to adopt additional terms or conditions governing or related to access and use of the LOTPRO™ website at any time, without prior notice. The terms of any such amendment to this User Agreement shall become effective immediately upon posting of such terms on the LOTPRO™ website, and User's subsequent access of the LOTPRO™ website on or after such effective date shall constitute acceptance of such amended terms.

Independent Contractors

The relationship of Company with each User is that of independent contractors, and no agency, partnership, joint venture, employment or other similar relationship is intended or created by User's acceptance of the terms of this Agreement or the use of our website.

Availability

The LOTPRO™ website is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law or regulation. It is the responsibility of the User to ensure that the hardware and software used to access and use the LOTPRO™ website meets the minimum system requirements necessary to access and use the website. Company makes no warranty, express or implied, relating to the User's hardware or software.

Additional Terms

Certain sections or pages on the LOTPRO™ website may contain separate terms and conditions, which are in addition to these terms and conditions. In the event of a conflict, the additional terms and conditions will govern for those sections or pages. Nothing contained herein shall supersede, alter or nullify the terms of any other agreements a user has made or will make with Company.

Entire Agreement

This Agreement sets forth the entire understanding between Company and User with respect to the subject matter of this Agreement and supersedes any previous and contemporaneous communications, representations, understandings and agreements, whether oral or written, between Company and User with respect to said subject matter.

Last Update: February 22nd, 2021