PLEASE REVIEW THIS MEMBER AGREEMENT (THIS "AGREEMENT") CAREFULLY BEFORE USING THE AUTOTRADER.COM ACCESS ADVERTISING NETWORK (THE "NETWORK") OFFERED BY AUTOTRADER.COM, INC. ("AUTOTRADER.COM"). BY SUBMITTING AN APPLICATION FOR NETWORK MEMBERSHIP, YOU AGREE TO BECOME BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT SUBMIT AN APPLICATION FOR NETWORK MEMBERSHIP.

As used in this Agreement, the terms "you" and "your" to refer, collectively, to the person submitting an application for Network membership, and the website(s) for which he or she is requesting Network membership (the "Member Website(s)"), and the terms "we," "us" and "our" refer to AutoTrader.com.

1. Overview. As further described in this Agreement (i) we may feature links to your Member Website(s) on the Network website, located at www.AutoTraderAccess.com (the "Network Website") and on the www.autotrader.com website (the "ATC Website"), and the placement, frequency, and manner of any such links will be determined by us in our sole discretion; and (ii) we may, via the Network, provide you with advertisements to place on your Member Website(s), in which case we will pay you a fixed CPM for such advertisements as detailed in this Agreement. We reserve the right to discontinue the Network and all associated services at any time.
2. Changes to this Agreement. We reserve the right to change any of the terms and conditions contained in this Agreement at any time and in our sole and absolute discretion. We will notify you of any such changes and, unless you notify us in writing within five (5) business days following such notice that you will terminate this Agreement due to such change(s), your continued use of the Network following such notice constitutes your acceptance of this Agreement as modified. Your termination rights under this Paragraph 2 will be subject to all applicable terms under this Agreement and will become effective at the end of the tenth (10th) business day (Atlanta, Georgia time) following our receipt of your notice.
3. Term and Termination. The term of this Agreement will begin upon our written notification to you that your Member Website(s) have been accepted to participate in the Network and will continue for a period of two (2) years after the date of such notification unless earlier terminated in accordance with its terms. We may terminate this Agreement at any time, for any reason, by giving you notice of termination. You may terminate this Agreement at any time, for any reason, by giving us at least sixty (60) days prior written notice of termination. Notwithstanding the foregoing, if as the date of your termination notice you have any outstanding Network advertisements (referred to herein as "Network Advertisements" or simply "Advertisements") running in your ad spaces, or if you purchased an Advertising campaign that is active, this Agreement will automatically terminate after such Network advertisements have run or the applicable Advertising campaign has been completed, or after the expiration of the sixty (60) day notice period, whichever occurs later. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your Member Website(s), all references to your participation in the Network, all Network Advertisements, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Network. Upon the termination of this Agreement for any reason, we will, within fifteen (15) business days after the effective date of termination, cease use of, and remove from the Network, all references to your participation in the Network and all other materials provided by or on behalf of you pursuant hereto or in connection with the Network.
4. Rights.

   4.1 Rights to the Member Website(s). You represent and warrant that you write, maintain, operate, own or represent the Member Website(s) and that you have the authority to enter into this Agreement on behalf of the Member Website(s), including the right to grant us permission to link to the Member Website(s) and to place advertisements on the Member Website(s).

   4.2 Rights to the Network. We represent and warrant that we write, maintain, operate, own or represent the Network and that we have the authority to enter into this Agreement on behalf of the Network, including the right to grant you permission to link to the Network and to place advertisements on the Member Website(s).

5. Placement of Advertisements.

   5.1 We will have the right, but not the obligation, to place Network Advertisements on the Member Website(s). The Network Advertisements may be provided to us by a third-party advertiser or advertising distributor (in each case, the "Ad Supplier"). When we deliver Network Advertisements to you in connection with a Network ad tag placed on a Member Website, you will use commercially reasonable efforts to display such Advertisements on such Member Website. Nothing herein will require us to provide you with any Network Advertisements, and we make no guarantee regarding the amount of any payment to be made to you in connection with any Advertisements provided to you under this Agreement.

   5.2 You will have the right to approve or reject each Network Advertisement, or to set one or more default "permissions" for the acceptance or rejection of such Advertisements. If an Advertisement is offered and you do not approve or reject it within twenty-four (24) hours, then such Advertisement will be deemed approved by you. We may cancel pending Advertisements. No payment is due to you on canceled or rejected Advertisements. If you discontinue or suspend an ad space into which Advertisements have been sold, and such Advertisements were sold as part of an ad campaign that has not completed as the date of discontinuance or suspension of the ad space, we will work in good faith to find an alternative position to run such Network Advertisement, but if we are not able to find an alternative position, after exercising reasonable efforts, you agree to reimburse all such Advertisers for the amount of their Advertising purchase that has not been fulfilled.

   5.3 You acknowledge that we may establish general practices and limits concerning use of the Network, including without limitation the maximum number and type(s) of Advertisements that can be placed into an ad space or into a web page, the maximum disk space that will be allocated on our servers on a Member Website's behalf, the maximum number of times (and the maximum duration for which) you may access the Network service in a given period of time, and the minimum traffic and response rates generated with respect to your Member Website(s) and ad spaces. You further acknowledge that we reserve the right to change these general practices and limits at any time, with or without notice to you.

   5.4 You are responsible for implementing all ad tags provided to you in connection with the Network that you have accepted, and for all formatting and code necessary in order for us to exercise our rights under this Agreement. To participate in the Network, you must place on the Member Website(s) at least one ad tag for a rich media display ad unit in one of the following sizes: 160 X 600, 728 x 90, or 300 x 250. You may place on the Member Website(s) as many ad tags for such rich media display ad units as you would like, provided that each ad tag ad unit meets the requirements set forth in this Agreement. Removal of all Network ad tags from your Member Website(s) may, in our sole discretion, result in immediate termination of this Agreement and your Network membership. Turning ad tags "off" is permitted and will not result in termination of this Agreement.

   5.5 You must display all Network Advertisements so that they appear "above the fold" when a user's screen resolution is set to 1024 x 768. You agree to place Network Advertisements on the pages of your Member Website(s) that receive the largest percentage of overall site traffic.

   5.6 You may not allow timed rotation of any ad spaces containing Network ad tags.

   5.7 We are not responsible for the content of the Advertisements provided and managed via the Network. We do not review the Advertisements before they are displayed, and do not verify, endorse or otherwise take responsibility for the contents of any Advertisements. However, you have the right to approve or reject Advertisements before they are displayed on your Member Website(s), or to set one or more default "permissions" for the acceptance or rejection of Advertisements, as discussed in Section 5.2, above, and you alone control the placement and activation of ad tags on your Member Website(s) (as discussed in Section 5.4, above). We reserve the right to remove from our servers any Advertisement or content that we determine to be in violation of our rules and guidelines.

6. Responsibility for the Member Website(s) and Your Use of the Network.
   

   6.1 As between you and us, you will be solely responsible for the maintenance and operation of the Member Website(s), and for all materials that appear on the Member Website(s). Without limiting the foregoing, you agree to be solely responsible for: (i) the creation of ad space descriptions and logos; (ii) the placement of ad space Javascript into the relevant site(s); (iii) the acceptance or rejection of Advertisements submitted to your ad spaces; (iv) the technical operation of the Member Website(s) and all related equipment (and all costs associated therewith); (v) the accuracy and appropriateness of materials posted on the Member Website(s); (vi) ensuring that materials posted on the Member Website(s) do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights) and are not libelous or otherwise illegal (other than the Network Advertisements); (vii) properly installing advertising tags generated by the Network; (viii) ensuring that the following material, as interpreted by us in our sole discretion, will not be included on any Member Website(s): (a) pornographic or other unacceptable adult-themed material, tobacco-related or alcohol-related material, get-rich-quick schemes, products or services involving deceptive marketing practices, lotteries, or gambling; (b) any viruses, trap doors, hidden sequences, hot keys, time bombs, or other disabling code; (c) content or links to third-party content which may result in a third-party claim against, or civil or criminal liability to, us or one or more of our affiliates; (d) content that is inconsistent with our public image, goodwill and reputation, applicable law or the terms of this Agreement; or (e) content that may constitute libel, defamation, infringement or otherwise violate the privacy, publicity or other rights of a third party; and (ix) using any data, images, or text obtained by you from us in connection with this Agreement, including, but not limited to, the Network Advertisements (collectively, the "AutoTrader.com Content") only in a lawful manner and only in accordance with the terms of this Agreement, and promptly deleting any AutoTrader.com Content upon our request.

   6.2 You agree to refrain from using any device, software, or routine to interfere or attempt to interfere with the proper working of the Network or any services or activities conducted in connection with the Network. You agree not to take any action that imposes an unreasonable or disproportionately large load on the Network infrastructure. You agree not to impede or interfere with others' use of the Network. You further agree not to alter or tamper with any information or materials on or associated with the Network.

   6.3 You agree to provide us with accurate, complete, and updated application and registration information. Failure to do so will constitute a breach of this Agreement, which may result in immediate termination. We reserve the right to refuse any membership application in our sole discretion.

   6.4 You may not select or use a user name or ad space name with the intent to impersonate another person, company or entity, nor use a name subject to the rights, including intellectual property rights, of any other person without written authorization, nor use a user name that we, in our sole discretion, deem offensive.

   6.5 You will not send unsolicited email to attract viewers or advertisers to any ad space or to any Advertisements.

   6.6 You are responsible for all usage or activity conducted via your account management tools, including any use of your Network account by any third party authorized by you to use your user name and password. You are advised to maintain the confidentiality of your account management password. You are responsible for ensuring that you exit from your account at the end of each session. You are solely responsible for the usage and placement of ad spaces on the Member Website(s).

   6.7 You will ensure that each Member Website contains an easy to understand privacy policy that, at a minimum, (i) is available via a clear and conspicuous link from each page of the Member Website on which data is or may be collected; (ii) provides adequate and accurate notice and disclosure to consumers as to the nature and scope of the collection, use and storage of data collected from visitors to the Member Website by you, us and/or third parties, including a disclosure that third parties (including advertisers) may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors' browsers; and (iii) complies with all FTC and NAI guidelines and all other applicable laws, rules and regulations.

7. Quality Control. While we do not intend, and do not undertake, to monitor all of the content on the Member Website(s), if we at any time (i) become aware of a breach or inaccuracy of any representation or warranty made by you in this Agreement; or (ii) determine, in our sole discretion, that any content contained on any Member Website(s) is unacceptable, you agree that we will have the right to (a) remove any link from the Network Website and AutoTrader.com Website to the Member Website(s) immediately and without notice to you; and/or (b) request immediate removal of any content on the Member Website(s), in which case you agree to promptly comply with such request.
8. Fixed CPM and Payment.
   

   8.1 There will be an agreed upon fixed CPM for Advertisements for all of your ad spaces.

   8.2 Any other types of Advertisements that are placed on your Member Website(s), including "house ads" and public service announcements, will not result in payment to you.

   8.3 We will handle payment from advertisers for Advertisements submitted via the Network and will provide you an online summary of the activity on your ad spaces. Charges will be calculated solely based on records maintained by the Network. No other measurements or statistics of any kind will be accepted by us or have any effect under this Agreement.

   8.4 You agree to pay any charges applicable to your use of the Network, including any applicable taxes or charges imposed by any government entity. You also agree that we are not obligated to determine whether sales or use taxes apply on any Advertising sales and are not responsible to collect, report, or remit any sales or use taxes arising from any such transaction.

   8.5 We will make monthly payments to you based on the Revenue Share for the Network Advertisements displayed on your Member Website(s). We reserve the right to withhold payment in the event of any breach of this Agreement by you.

   8.6 We will pay you by check, via PayPal, via wire transfer or via electronic funds transfer. Accrued credits of $50.00 USD or above during any 30-day period corresponding with the monthly anniversary of your account formation date will be paid on a net 30 basis, provided that payment from the advertiser has been received by us. If accrued credits payable to you for any 30-day period corresponding with the monthly anniversary of your account formation date are less than $50.00, we will pay you on a net 60 basis, provided that payment from the advertiser has been received by us. If this Agreement expires or is terminated by us or you, we will pay you the balance of your earnings within ninety (90) days after expiration or termination of the Agreement.

   8.7 We will send any check payments to your postal address via United States mail. If you do not cash or deposit your check within its expiry period, you forfeit the entire amount and the payment is canceled.

9. Information Rights. You agree to make available to us aggregate usage data regarding the Member Website(s), as reasonably requested by us. We may retain and use for our own purposes all aggregated usage data information you provide to us in connection with the Network during the term of the Agreement. We agree that in using such aggregate usage data we will not specifically identify your Member Site(s) in connection with that data. In connection with our operation of the Network, we may need, and you agree to provide, contact information for the person or persons who will be responsible for administering your participation in the Network. You agree that we, and our licensors that provide us with Network services, may use the contact information you provide for purposes of administering the Network and managing your participation in the Network.
10. Traffic Credit. You acknowledge that we will have the right, ourselves or via a third-party service provider, to collect traffic data via the ad tags that are placed on your Member Website(s), and to include that traffic data in overall Network traffic statistics. This right does not in any way limit your right to count and take credit for the same traffic on your Member Website(s).
11. Intellectual Property Rights and Licenses.
    

    11.1 All content and materials on the Member Website(s) (other than Network Advertisements) and all content and materials uploaded by you to the Network (collectively, the "Member Materials"), including, without limitation, all intellectual property rights in the same, will remain your sole and exclusive property. Notwithstanding the foregoing, you hereby grant to us a non-exclusive, royalty-free, worldwide right and license (i) to link to the Member Website(s) from the AutoTrader.com Website and the Network Website; and (ii) to use all content and materials uploaded by you to the Network solely for the purpose(s) for which you have provided such content and materials, and you acknowledge and agree that we may sublicense the foregoing rights to our licensor(s) who provide us with Network services. In addition, we may retain and use for our own purposes any Member Materials that we aggregate (i.e., render in a form such that no Member Materials are attributable to an individual website), and we may share such aggregated information with advertisers and business partners, including syndication partners, sponsors, and other third parties. This license includes, subject to your written agreement, the right, in our discretion, to identify you and your Member Website(s), and use your logo, on the Network Website and the AutoTrader.com Website, in promotional and marketing materials, and/or in press releases; however we will not be obligated to identify you or your Member Website(s) in any such manner.

    11.2 For the purposes of this Agreement, we hereby grant to you a non-exclusive, royalty-free, world-wide right and license (a) to copy, cache, download, store on your servers, distribute, display, perform, modify, stream, transmit, and reproduce the Network Advertisements solely for the purposes of placing such Advertisements on the Member Website(s) in accordance with this Agreement; and (b) to link to the Network Website from the Member Website(s), subject to our prior written approval of the placement, frequency and manner of such link.

    11.3 All software, equipment, data, information and materials, developed or provided by us or our third-party service providers under this Agreement or used by us or our third-party service providers to provide the Network, including all intellectual property rights in the same, will remain the sole and exclusive property of us or our third-party service providers, as the case may be.

    11.4 You acknowledge and agree that we may preserve all content and materials uploaded by you to the Network for a period of up to five (5) years, and may also disclose the same if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this Agreement; (c) respond to claims that any such materials violate the rights of third-parties; or (d) protect the rights, property, or personal safety of us, our advertisers, our third-party service providers, and/or the public. Nothing in this Agreement requires us to preserve any Member Materials.

12. Promotion of the Network on the Member Website(s). We grant you the right, at your option, to post our contact information and a link to the Network Website in the advertising section, or a similar section, of each Member Website.
13. Exclusivity. You agree that, during the term of this Agreement, the AutoTrader.com Access Advertising Network will be the exclusive advertising network through which the Controlled Member Website(s) obtain rich media display advertisements of the size and type described in Section 5.4, above, in any of the following categories: (i) advertisements by or for automobile and truck manufacturers; (ii) advertisements by or for regional automobile and truck dealer associations; and (iii) advertisements by or for individual, local automobile and truck dealerships. The term "Controlled Member Website" means any Member Website with respect to which you have complete control over, or the ability to direct, the sale of graphical advertisements on such website.
14. Representations and Warranties. You represent and warrant that (i) the Member Materials are and will be your own and original creation, except for content validly licensed by you from a third party or in the public domain; (ii) the Member Materials do not and will not (a) constitute a libel or defamation, (b) include any pornographic, obscene or similar objectionable material, or (c) conflict with or infringe upon or violate any copyrights, trademark rights, patent rights, trade secret rights, rights of publicity or privacy or other rights of any third party; (iii) all obligations owed to third parties with respect to the development, maintenance, and operation of the Member Website(s) and any Member Materials, including, but not limited to, all third-party hosting, service, or licensing fees, are or will be fully paid up by you; and (iv) the Member Materials do not and will not violate any federal, state, or local law, rule, or regulation.
15. Confidentiality. During the term of this Agreement and for a period of three (3) years after expiration or termination of this Agreement, neither party will disclose any Confidential Information of the other party that it obtains as a result of the relationship formed under this Agreement. The parties acknowledge that the terms of this Agreement, and any non-public information obtained by each of them as to the business of the other that is marked as proprietary or confidential, or would be understood by a reasonable person to be confidential given the circumstances surrounding the disclosure, shall constitute "Confidential Information" hereunder. Such information may include, but is not limited to, (i) software, technology, programming, technical specifications, materials, guidelines and documentation relating to the Network; and (ii) click-through rates and other statistics relating to the performance of your Member Website(s) within the Network or of the Network, generally.
16. Indemnity.

    16.1 You agree to indemnify, defend, and hold harmless us, our parent and affiliate companies, our Ad Suppliers and advertisers, and our third-party service providers, and each of their respective officers, directors, agents and employees, from and against any and all third party claims, actions, demands, and investigations, and any liabilities, losses, costs, damages, and expenses relating thereto (including reasonable attorneys' fees), to the extent such third party claims arise out of or relate to your membership in the Network, your Member Website(s), your Member Materials and/or a breach by you of any of the terms of this Agreement.

    16.2 We agree to indemnify, defend, and hold harmless you, your parent and affiliate companies, the Member Websites, and your third-party service providers, and each of their respective officers, directors, agents and employees, from and against any and all third party claims, actions, demands, and investigations, and any liabilities, losses, costs, damages, and expenses relating thereto (including reasonable attorneys' fees), to the extent such third party claims arise out of or relate to Network Advertisements that are displayed on your Member Website(s) (excluding, for avoidance of doubt, any advertisements uploaded by you to the Network for display on your Member Website(s), and any advertisements displayed on your Member Website(s) by a third party after you have chosen to redirect one or more ad tags) and/or a breach by us of any of the terms of this Agreement.

17. Compliance with Laws. Both parties agree to comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any applicable governmental authority.
18. Disclaimer of Warranties. EXCEPT AS OTHERWISE SET FORTH IN SECTION 4.2, ABOVE, THE NETWORK IS PROVIDED "AS IS" AND WE, OUR AFFILIATES, AND OUR AD SUPPLIERS AND THIRD PARTY SERVICE PROVIDERS HEREBY EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF ACCURACY, COMPLETENESS, RELIABILITY, MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, (I) NEITHER WE NOR ANY OF OUR AFFILIATES OR THIRD-PARTY SERVICE PROVIDERS REPRESENT OR WARRANT THAT ACCESS TO THE NETWORK WILL BE UNINTERRUPTED OR THAT THERE WILL BE NO FAILURES, ERRORS OR OMISSIONS OR LOSS OF TRANSMITTED INFORMATION; AND (II) YOU UNDERSTAND AND AGREE THAT NEITHER WE NOR OUR AFFILIATES, AD SUPPLIERS OR THIRD-PARTY SERVICE PROVIDERS WILL BE RESPONSIBLE FOR, OR MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING, THE NETWORK. FOR AVOIDANCE OF DOUBT, NOTHING IN THIS SECTION 18 WILL LIMIT EITHER PARTY'S OBLIGATIONS UNDER SECTION 16, ABOVE.
19. Relationship of the Parties. Both parties agree and acknowledge that the relationship created by this Agreement is in the nature of an independent contractor. No employer-employee, agency, joint venture, franchise, sales representative or partnership relationship is created by this Agreement or by the use of the Network or Member Website(s). Neither party may in any manner misrepresent or embellish the relationship between the parties, or express or imply any relationship or affiliation between the parties, except as expressly permitted by this Agreement.
20. Limitation of Liability. EXCEPT FOR AMOUNTS OWED PURSUANT TO THE INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 16, ABOVE, UNDER NO CIRCUMSTANCES WILL EITHER PARTY, ITS RESPECTIVE AFFILIATES, OR ANY OF THE OFFICERS, DIRECTORS, AGENTS, OR EMPLOYEES OF ANY OF THE FOREGOING ENTITIES, BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, INCIDENTAL OR PUNITVE DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE GREATER OF $50,000 OR THE TOTAL AMOUNTS PAID BY US TO YOU DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE. Each party acknowledges that the other party has entered into this Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties.
21. Assignment. Neither party may assign or delegate its rights, duties or obligations under this Agreement without the prior written consent of the other party, which will not be unreasonably withheld, delayed, or conditioned, except that either party may assign or delegate its rights, duties or obligations under this Agreement, in whole or in part, without the other party's consent, to a successor-in-interest as a result of a merger or consolidation or in connection with the sale or transfer of all or substantially all of our business or assets to which this Agreement relates.
22. Miscellaneous. This Agreement will be governed by, construed and enforced in accordance with the laws of the State of Delaware, without regard to its conflict of laws rules. The parties hereby agree, on behalf of themselves and any person claiming by or through them, that the sole jurisdiction and venue for any litigation arising from or relating to this Agreement will be an appropriate federal or state court located in the State of Delaware. Should any provision of this Agreement be held to be void, invalid or inoperative, the remaining provisions of this Agreement will not be affected and will continue in effect and the invalid provision will be deemed modified to the least degree necessary to remedy such invalidity. The failure of either party to partially or fully exercise any right or the waiver by either party of any breach, will not prevent a subsequent exercise of such right or be deemed a waiver of any subsequent breach of the same of any other term of this Agreement. This Agreement sets forth the entire agreement between the parties regarding the subject matter hereof and supersedes all prior negotiations, understandings and agreements concerning such subject matter. No amendment or modification of this Agreement may be made except by a writing signed by both parties. Paragraphs 3 (the last sentence only), 5.2 (the last sentence only), 5.7, 8.5 (the last sentence only), 9, 11, 14, 15, 16, 17, 18, 19, 20 and 22 of this Agreement will survive any expiration or termination of this Agreement.