FCA Digital Certified ProviderTerms & Conditions

Search Engine Marketing

The digital advertising products, services and websites (referred to collectively as the “Services”) made available by Sanctus, LLC doing business as Shift Digital (“Shift Digital”) to the automotive dealer (“Dealer”) subscribing to the Services are subject to the terms set forth in this Dealer End User License Agreement (“Agreement”). In order to use the Services, Dealer must first agree to the terms set forth in this Agreement. Dealer may not use the Services if Dealer does not accept the terms of this Agreement. Dealer can accept the terms of this Agreement by enrolling for and/or by using the Services, in which case, Dealer understands and agrees that Shift Digital will treat Dealer’s use of the Services as acceptance of the terms of this Agreement. The definition of Services hereunder shall also include any online access to any enrollment portal, informational web pages, and/or online reporting service (collectively, the “Secure Web Services”) provided by Shift Digital or the Service Provider.

Services

Shift Digital agrees to provide the Services to Dealer in accordance with the terms and conditions of this Agreement. The Services may be provided by one or more third party service providers (“Service Providers”) Dealer or Shift Digital selects to provide all or part of the Services. Shift Digital, in its sole discretion, may change any Service Provider, at any time and for any reason.

Restrictions on Use of Services.

Use of the Services is subject to the applicable policies of the search engines, website or network publishers (“Publishers”) on which display ads, videos or other advertising media (“Advertisements”) are posted or displayed in connection with the Services, including without limitation any Publisher’s editorial guidelines, privacy policies, trademark guidelines, and ad specification requirements (“Policies”). Dealer agrees to comply with the Policies during the term of this Agreement. Shift Digital or the Service Provider may modify Advertisements to comply with any Policies in its sole discretion. Dealer may use the Services only for purposes that are permitted hereunder and in accordance with applicable laws and regulations. Dealer agrees not to access (or attempt to access) any of the Secure Web Services by any means other than through the interfaces that are made accessible by Shift Digital or the Service Provider. Without limiting the foregoing, Dealer agrees not to reverse-engineer, reverse-assemble, decompile, or otherwise attempt to derive any source code of any Secure Web Service or other program associated with the Services.

Ownership of Content and Services.

Dealer acknowledges and agrees that Shift Digital, the Service Provider and/or their licensors own all legal right, title and interest in and to the Services and all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, manuals, documents, illustrations, pricing information, videos or other images) (collectively referred to as “Content”) which Dealer may have access to as part of, or through Dealer’s use of, the Services, including any intellectual property rights in the Services and Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Dealer may not modify, rent, lease, loan, sell, or distribute the Content or the Services or create derivative works based on this Content or the Services (either in whole or in part), except as provided in this Agreement. Dealer further acknowledge that the Services may contain information which is designated confidential; Dealer agrees not to disclose such information without Shift Digital’s prior written consent.

Advertising Services.

Dealer understands that part of the Services may include, among other things, the creation and posting of Advertisements on the World Wide Web and otherwise by Shift Digital or the Service Provider on Dealer’s behalf relating to Dealer’s automotive dealership. Dealer is solely responsible for all: (a) campaigns and budget allocation and management (creative or targets), whether generated by or for Dealer;and (b) web site content, services and landing pages that create links, or directs viewers, to any advertised services and products (collectively “Dealer’s Products and Services”). Dealer understands and agrees that Advertisements may be placed on any website or property provided by a Publisher upon which Shift Digital or the Service Provider may select or Dealer request. Dealer authorizes and consents to all such placements. Shift Digital or the Service Provider may reject or remove any Advertisement for any or no reason.

Licenses

Provided Dealer is not in default of any obligation under the Agreement, and provided Dealer has paid all applicable fees, subject to the terms and conditions of the Agreement, Shift Digital grants Dealer a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the Content provided to Dealer by Shift Digital or the Service Provider as part of the Services provided to Dealer. This license is for the sole purpose of enabling Dealer to use and enjoy the benefit of the Services in the manner permitted by this Agreement. Dealer retains copyright and any other rights Dealer already holds in content which Dealer submits, posts or displays on or through, the Services (“Dealer Content”). By submitting, posting or displaying the Dealer Content, Dealer give Shift Digital, and each Service Provider to which Shift Digital provides the Dealer Content for the purposes of providing the Services, a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute in order to provide the Services.

Access to Dealer’s Web Site.

In the event the performance of the Services requires Shift Digital or the Service Provider to access Dealer’s computer systems to collect data or perform the Services, Dealer specifically requests and authorizes such access and will provide, and has all rights and authorizations required to provide, such access.

Modification to Services.

Shift Digital reserves the right to modify or change the Services provided hereunder by modifying current features, deleting features and/or adding features, upon sixty (60) days prior written notice to Dealer. Some modifications or changes may result in a fee increase or decrease for such Services. Dealer’s continued use of the Services hereunder after the sixty (60) day notice period will constitute Dealer’s acceptance of the change in the Services and Dealer’s agreement to pay the fees associated with such change in Services.

Payment of Fees and Billing.

Dealer agree to pay the fees for the Services in the amounts set forth in the online registration process or, if an order form was used, on the order form. The fees for the Services shall be billed to and Dealer agrees to pay the fees for the Services through Dealer’s Chrysler dealer parts statement. Cancellations that occur on or before the 10th day of each calendar month will be billed for the remainder of that month. Cancellations that occur after the 10th of any month will be billed for the remainder of that month and the following month. Reductions in package values made by a dealer will take effect as of the first day of the following month. Except as set forth otherwise herein, all charges under this Agreement will be due and payable as specified on and consistent with the payment terms of the Chrysler dealer parts statement. Shift Digital may increase fees by giving Dealer not less than sixty (60) days written notice prior to the effective date of the price increase. If Dealer fails to pay for the Services timely through its Chrysler parts account, Dealer agrees to pay to Shift Digital, in addition to the fees for the Services: (i) a finance charge equal to the lower of 1.5% per month or the maximum amount permitted by law, and (ii) all costs incurred in connection with collection of past due amounts (including collection agency fees and reasonable attorney fees).

Taxes.

All fees stated hereunder are subject to applicable sales, use, excise or similar taxes, whether or not included at the time the fees are billed. Dealer assumes exclusive liability for, and shall pay before delinquency, all sales, use, excise and other taxes, charges or contributions of any kind now or hereafter imposed on, with respect to, or measured by the Services except for taxes based on the net income of Shift Digital or the Service Provider.

Dealer Warranties – No Infringement, Compliance with Laws.

DEALER HEREBY REPRESENT AND WARRANTS THAT ANY AND ALL DEALER CONTENT SUBMITTED FOR PUBLICATION OR DISPLAYED ON DEALER’S WEBSITE WILL NOT VIOLATE OR OTHERWISE INFRINGE UPON ANY COPYRIGHT, TRADEMARK, PATENT, STATUTORY, COMMON LAW OR PROPRIETARY RIGHT OF OTHERS, OR CONTAIN ANYTHING CONSIDERED OBSCENE OR LIBELOUS. DEALER HEREBY AGREES THAT DEALER CONTENT WILL COMPLY WITH ALL STATE AND FEDERAL LAWS AND REGULATIONS.

Termination

Dealer may cancel the Services online through its account if online cancellation functionality is available, or, if not available, with not less than 60 days prior written notice to Shift Digital. The cancellation may be subject to Policies or the ability to re-schedule reserved inventory or cancel Advertisements already in production. Cancelled Advertisements may be published despite cancellation if cancellation of the Advertisements occurs after any applicable commitment date as set forth in advance by the Shift Digital or the Service Provider, in which case Dealer must pay for those Advertisements. Upon cancellation or expiration of this Agreement, Dealer will be responsible for any Advertisements already run. If Shift Digital materially defaults in its performance under this Agreement and fails either substantially to cure such default within thirty (30) days after receiving written notice specifying the default or, for those defaults that cannot reasonably be cured within thirty (30) days, promptly to commence curing such default and thereafter proceed with all due diligence substantially to cure the default, then Dealer may terminate this Agreement by written notice to Shift Digital. Shift Digital may, at any time and for any reason, terminate this Agreement upon ten (10) days prior written notice to Dealer. This Agreement will automatically terminate without requirement of notice by either party effective on the date of the expiration or termination of Dealer’s franchise agreement with Chrysler for any reason.

No Warranties.

DEALER EXPRESSLY UNDERSTAND AND AGREE THAT DEALER’S USE OF THE SERVICES AND THE CONTENT IS AT DEALER’S SOLE RISK AND ARE PROVIDED “AS IS” AND “AS AVAILABLE.” IN PARTICULAR, SHIFT DIGITAL, THE SERVICE PROVIDER(S) AND THEIR AFFILIATES AND LICENSORS DO NOT REPRESENT OR WARRANT TO DEALER THAT:

(A) DEALER’S USE OF THE SERVICES OR THE CONTENT WILL MEET DEALER’S REQUIREMENTS, OR
(B) DEALER’S USE OF THE SERVICES OR CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND
(C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES, INCLUDING ANY CONTENT, IS DONE AT DEALER’S OWN DISCRETION AND RISK AND THAT DEALER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO DEALER’S COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY DEALER FROM SHIFT DIGITAL OR ANY SERVICE PROVIDER OR THROUGH OR FROM THE USE OF THE SERVICES SHALL CREATE ANY WARRANTY. SHIFT DIGITAL AND EACH SERVICE PROVIDER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

Limitation of Liability.

SUBJECT TO APPLICABLE LAW, DEALER EXPRESSLY UNDERSTAND AND AGREE THAT SHIFT DIGITAL, ITS AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO DEALER FOR:

(A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY DEALER, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;
(B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY DEALER, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:
(I) ANY CHANGES WHICH SHIFT DIGITAL OR ANY SERVICE PROVIDER MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
(II) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH DEALER’S USE OF THE SERVICES;
(III) DEALER’S FAILURE TO PROVIDE SHIFT DIGITAL OR THE SERVICE PROVIDER WITH ACCURATE ACCOUNT INFORMATION;
(IV) DEALER’S FAILURE TO KEEP DEALER’S PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL.

SHIFT DIGITAL’S LIABILITY HEREUNDER, IF ANY, SHALL NOT EXCEED, IN THE AGGREGATE, AN AMOUNT EQUAL TO THE MONTHLY SERVICE FEE PAID BY DEALER FOR THE MONTH IN WHICH THE DEFECT OR BREACH OCCURRED.

Indemnification.

DEALER WILL DEFEND, INDEMNIFY AND HOLD CHRYSLER, SHIFT DIGITAL, THE SERVICE PROVIDER, AND EACH OF THEIR EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, REPRESENTATIVES AND AFFILIATES HARMLESS FROM AND AGAINST ALL LOSS, CLAIMS, DEMANDS, CAUSES OF ACTIONS, AND ADMINISTRATIVE OR REGULATORY ACTIONS OF WHATEVER KIND OR CHARACTER, WHETHER BROUGHT BY DEALER OR ANY THIRD PARTY, AND INCLUDING COSTS, ATTORNEYS’ FEES AND EXPENSES RELATING TO THIS AGREEMENT AND/OR THE SERVICES PROVIDED UNDER THIS AGREEMENT AND/OR DEALERS PRODUCTS AND SERVICES, AND/OR ARISING FROM OR RELATED TO A BREACH THIS AGREEEMENT OR ANY REPRESENTATION OR WARRANTY OF DEALER UNDER THIS AGREEMENT, BUT EXCLUDING CLAIMS, DEMANDS AND CAUSES OF ACTIONS ARISING OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE PERSON OR ENTITY SEEKING INDEMNIFICATION.

Chrysler and each Service Provider shall be deemed third party beneficiaries of the indemnification and limitation of liability provisions of this Agreement.

Force Majeure. Each party hereto shall be excused from performance hereunder, except for payment obligations, and to the extent that it is prevented from performing any obligation hereunder, in whole or in part, as a result of delays caused by the other party or an act of God, war, civil disturbance, court order, labor dispute, third party nonperformance or other cause beyond its reasonable control, including failures, fluctuations or non-availability of electrical power, heat, light, air conditioning, computing or information systems or telecommunications equipment or the inability of hardware or software leased or acquired by sale or license from third parties to process without error or malfunction any date data. Such nonperformance shall not be a default or ground for termination as long as reasonable means are taken to remedy expeditiously the problem causing such nonperformance.

Relationship of Parties.

Shift Digital and the Service Provider are independent contractors, and no agency, partnership, joint venture, employer- employee or other similar relationship is intended or created between Dealer and either Shift Digital or Service Provider under this Agreement.

Notices. Any notice to be provided under this Agreement shall be in writing and shall be delivered to the last known address of the party to receive the notice, which shall be considered delivered three days after mailing if sent certified mail, return receipt requested, or when received, if sent by e-mail, facsimile, prepaid courier, express mail or personal delivery.

Entire Agreement.

This Agreement constitute the entire agreement and understanding of the parties in respect of the subject matter contained herein and supersedes all prior agreements, consents and understandings relating to such subject matter. The parties agree that there is no oral or other agreement relating to such subject matter between the parties which has not been incorporated into this agreement.

Amendment of Agreement.

This Agreement may be modified or amended only by a duly authorized written instrument executed by the parties hereto.

Severability.

If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. Headings used in this Agreement are for reference purposes only and are not a part of this Agreement.

Assignment.

Dealer may not assign this Agreement without the prior written approval of Shift Digital, except that no approval shall be required to assign this agreement to any person or entity which is, directly or indirectly, controlled by, controlling, or under common control with Dealer. This Agreement may be assigned by Shift Digital. This Agreement shall be binding on and inure to the benefit of the parties and their respective successors and assigns.

Governing Law.

This Agreement shall be governed by the laws of the State of Michigan without regard to its conflict of laws provisions. Dealer and Shift Digital agree to submit to the exclusive jurisdiction of the courts located within the county of Wayne, Michigan to resolve any legal matter arising from the Terms. Notwithstanding the foregoing, a party may apply for injunctive remedies (or an equivalent type of urgent legal relief) in any appropriate jurisdiction.

SEARCH ENGINE OPTIMIZATION SERVICES

TERMS AND CONDITIONS

These Search Engine Optimization Services Terms and Conditions constitute a binding agreement (“Agreement”) between Sanctus, LLC doing business as Shift Digital (“Shift Digital”) and the automotive dealer (“Dealer”) subscribing to the search engine optimization (SEO) products and services described herein (referred to collectively as the “Services”). In order to use the Services, Dealer must first agree to the terms set forth in this Agreement. Dealer may not use the Services if Dealer does not accept the terms of this Agreement. Dealer can accept the terms of this Agreement by enrolling for and/or by using the Services, in which case, Dealer understands and agrees that Shift Digital will treat Dealer’s use of the Services as acceptance of the terms of this Agreement. For purposes of this Agreement, the “Effective Date” shall be that time when the date the Dealer enrolls for or first uses the Services. The terms of this Agreement shall commence on the Effective Date, as herein defined.

1. SEO Services
   1.1 Shift Digital agrees to provide the Services to Dealer in accordance with the terms and conditions of this Agreement. The Services may be provided by one or more third party service providers (“Service Providers”) that Dealer or Shift Digital selects to provide all or part of the Services. Shift Digital, in its sole discretion, may change any Service Provider, at any time and for any reason. Dealer understands and agrees that the Services provided hereunder are advisory and involve judgment based on education and experience, and may not increase website traffic, or result in any exact placement or ranking in search engine results.
   1.2 The Services may include some or all of the products and services described in Addendum A attached hereto, depending upon the Service Provider and service package selected by Dealer.
   1.3 The definition of Services hereunder shall also include any online access to any enrollment portal, informational web pages, and/or online reporting service (collectively, the “Secure Web Services”) provided by Shift Digital or the Service Provider.
   1.4 The Services specifically excludes paid digital display advertising, pay per click advertising, the performance of maintenance or updates of the Dealer’s website (such as minor alterations, repairs, or changes to the website, including but not limited to updating links, providing news updates, refreshing content, making minor graphic alternations), and any other products or services not expressly included in descriptions of the Services included in the service package provided by the Service Provider selected by Dealer.
   1.5 Dealer authorizes Shift Digital and/or the Service Provider to use the specific keywords and/or phases approved by Dealer for development, improving the ranking of, and/or positioning the contents of the Dealer’s website in search engines and/or directories. Dealer acknowledges Shift Digital and/or the Service Provider will only optimize Dealer’s website for keywords and/or phrases approved by Dealer. Neither Shift Digital nor the Service Provider will perform a trademark search on keywords or phrases approved by Dealer. Dealer agrees to approve only Dealer-owned trademark or product names and generic industry terms relevant to Dealer’s website. Some words and phrases are trademarks of third parties and search engines may disallow use of such terms.
   1.6 Dealer understands, acknowledges and agrees that:
   (a) Shift Digital and the Service Provider have no control over the policies of search engines or directories with respect to the type of sites and/or content that they accept now or in the future. Due to the competitiveness of some keywords or phrases, ongoing changes in search engine ranking algorithms, and other competitive factors, there is not any guarantee that the Services will result in the Dealer’s website obtaining a top position, first page position, or any particular position, or consistent top positions, for any particular keyword, phrase, or search term, on any search engine’s search results page.
   (b) Dealer’s website may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory entity;
   (c) some search engines and directories may take two or more months after submission to list Dealer’s website;
   (d) search engines and directories can stop accepting submissions for an indefinite period of time;
   (e) search engines and directories will drop listings for no apparent or predictable reason.
   (f) keyword selection is a significant factor in SEO, and the Service Provider may provide recommendations and advice regarding appropriate keywords, however, the selection of keywords is ultimately the responsibility of Dealer;
   (g) changes made to Dealer’s website by other parties may adversely affect the search engine or directory rankings of Dealer’s website;
   (h) written materials or text provided by Shift Digital and/or the Service Provider may be created to meet optimization standards (e.g., keyword density, prominence, proximity), and changes by Dealer or other parties to the written materials or text may invalidate the search engine optimization;
   (i) Dealer is responsible to carefully read and review the text, data, graphics, logos, photographs, pictures, images, audio, video and other materials (hereinafter “Content”) and page design created for or provided to Dealer by Shift Digital and/or the Service Provider;
   (j) unless Dealer directs otherwise, Shift Digital and/or the Service Provider is authorized to make change to Dealer’s website, including uploading optimized pages and linking to the website’s index page, sitemap, and optimized pages in connection with providing the Services. Dealer shall provide correct and full (read/write) FTP access to the root directory of the Dealer’s website;
   (k) the Services do not include submission to search engines or directories that charge fees for submission or inclusion.
   (l) duplicating optimized pages after they have been uploaded, transferring optimized pages to another domain, removing the sitemap or optimized pages, or redirecting the optimized website to another website, obtaining inbound links from inappropriate websites or getting links from link farms can seriously damage all SEO efforts and may adversely affect the search engine or directory rankings of Dealer’s website; and
   (m) Dealer is solely and fully responsibility, legally and otherwise, for all Content included in the Dealer’s website, including optimized pages and the meta tags, as well as all Content approved by Dealer and included on Dealer’s blog, social media pages, and/or third party websites.

1.7 Dealer agrees to cooperate with Shift Digital and/or the Service Provider in selecting appropriate keywords for SEO; providing and/or granting permissions or communicate directly with any third parties to allow administrative/backend access to the Dealer’s website, blog and/or social media pages; providing access to website traffic statistics for analysis and tracking purposes; providing Content for Dealer’s website, blog and/or social media pages to provide SEO benefit; and providing such other assistance as Shift Digital and/or the Service Provider shall reasonably request in connection with performance of the Services hereunder. In the event the performance of the Services requires Shift Digital or the Service Provider to access Dealer’s computer systems to collect data or perform the Services, including the placement of links or tags on the Dealer’s website, Dealer specifically requests and authorizes such access and will provide, and has all rights and authorizations required to provide, such access.

1.8 The Services do not include maintenance or storage of documents, physical goods, graphic work, web pages, data or files (digital or otherwise), and Dealer shall be solely responsible for the storage, maintenance, custody, archiving, and security of the same.

1.9 Unless expressly included in the description of the Services provided by the Service Provider, the Services do not include email, telephone, or onsite customer service support.

2. Use of Services

2.1 Use of the Services is subject to the applicable policies of the search engines or website publishers (“Publishers”) on which meta data, videos, blogs or other Content are posted or displayed in connection with the Services, including without limitation any Publisher’s editorial guidelines, privacy policies, and trademark guidelines (“Policies”). Dealer agrees to comply with the Policies during the term of this Agreement. Shift Digital or the Service Provider may modify any Content to comply with any Policies in their sole discretion. Dealer may use the Services only for purposes that are permitted hereunder and in accordance with applicable laws and regulations. Dealer agrees not to access (or attempt to access) any of the Secure Web Services by any means other than through the interfaces that are made accessible by Shift Digital or the Service Provider. Without limiting the foregoing, Dealer agrees not to reverse-engineer, reverse-assemble, decompile, or otherwise attempt to derive any source code of any Secure Web Service or other program associated with the Services.

2.2 Dealer understands and agrees that in connection with the Services, Content related to Dealer and to the products and services offered or provided by the Dealer (collectively “Dealer’s Products and Services”), and links to Dealer’s website, may be placed on any website or property provided by a Publisher upon which Shift Digital or the Service Provider may select or Dealer requests. Dealer authorizes and consents to all such placements. Shift Digital or the Service Provider may remove any content that it places on a third party website for any or no reason. Dealer is solely responsible for all: (a) Content, whether generated by or for Dealer, on the Dealer’s website, related landing pages, and links to such Content; and (c) all Dealer’s Products and Services.

2.3 Shift Digital reserves the right to modify or change the Services provided hereunder by modifying current features, deleting features and/or adding features, upon sixty (60) days prior written notice to Dealer. Some modifications or changes may result in a fee increase or decrease for such Services. Dealer’s continued use of the Services hereunder after the sixty (60) day notice period will constitute Dealer’s acceptance of the change in the Services and Dealer’s agreement to pay the fees associated with such change in Services.

3. Copyrights, Trademarks and Licenses

3.1 All Content provided by Dealer to Shift Digital and/or the Service Provider in connection with the Services shall be the property of Dealer or, if licensed from a third party, the property of the third party licensor, and Dealer and/or such third party licensor shall retain all right title and interest (including copyright, trademarks, and other proprietary or intellectual property rights) in such Content. Dealer grants to Shift Digital and the Service Provider a non-exclusive, worldwide, non-cancelable, royalty-free, non-transferable license, in all such Content provided by Dealer to Shift Digital and/or the Service Provider hereunder, to use, reproduce, publicly display, publicly perform, create derivative works of, modify, and distribute such Content in connection with performing the Services for Dealer under this Agreement.

3.2 Any work of authorship created by Shift Digital and/or the Service Provider expressly for Dealer and delivered to Dealer in connection with the Services shall be “work made for hire” for Dealer and all right title and interest (including copyright, trademarks, and other proprietary or intellectual property rights) to such work of authorship shall vest solely in Dealer. In the event any portion of any work of authorship created by Shift Digital and/or the Service Provider hereunder does not qualify as “work made for hire,” Shift Digital and/or the Service Provider, as the case may be, hereby assigns such work of authorship to Dealer.

3.3 With respect to any Content or work of authorship that was not created by Shift Digital and/or the Service Provider expressly for Dealer in connection with the Services (for example, proprietary Content of Shift Digital and/or the Service Provider existing prior to the Effective Date of this Agreement, or Content licensed from a third party), and is provided to Dealer in connection with the Services, Shift Digital and/or the Service provider hereby grants Dealer, or shall obtain for Dealer, a non-exclusive, worldwide, non-cancelable, royalty-free, non-transferable license, in all such Content, to use, reproduce, publicly display, publicly perform, and distribute such Content in connection with use of the Services during the Term of this Agreement.

3.4 Notwithstanding the foregoing, this Section 2 does not include an obligation by Shift Digital and/or the Service Provider to grant Dealer copyrights or other intellectual property rights to, and Dealer shall have no rights, title and interest (including copyright, trademarks, and other proprietary or intellectual property rights) in any software, software code, or software system used by Shift Digital and/or the Service Provider in connection with providing the Services or otherwise.

3.5 Dealer hereby authorizes Shift Digital and the Service Provider to use, and grants a limited, worldwide, royalty-free, non-assignable and non-exclusive license to use, (a) any Content from Dealer’s website, including but not limited to text, images, photographs, and logos, and any other Content provided to Shift Digital or the Service Provider by or on behalf of Dealer for use in providing the Service (collectively the “Dealer Content”), and (b) the trademarks, trade names, service marks and advertising symbols owned by the Dealer (the “Dealer Marks”) during the Term of this Agreement, solely in connection with providing the Services to Dealer hereunder. Distributor acknowledges that all Dealer Content and Dealer Marks are and shall remain the sole property of Dealer. During the term of this Agreement, neither Shift Digital nor the Service Provider shall contest the validity of the Dealer Marks or Dealer’s ownership of them in any proceeding. With the exception of the provisions of this Section 3.5, nothing in this Agreement shall be deemed to confer upon the Dealer any right, title, interest, or license (express or implied) in any of the Dealer Marks, or in the goodwill now or hereafter associated therewith. During the Term of this Agreement, the Dealer Marks shall not be used by Shift Digital or the Service Provider in such manner as to impair or dilute the same, nor otherwise than in accordance with instructions given from time to time by Dealer.

4. Payment of Fees and Billing

Dealer agrees to pay the fees for the Services in the amounts set forth in the online registration process or, if an order form was used, on the order form. The fees for the Services shall be billed to and Dealer agrees to pay the fees for the Services through Dealer’s Chrysler dealer parts statement. Cancellations that occur on or before the 10th day of each calendar month will be billed for the remainder of that month. Cancellations that occur after the 10th of any month will be billed for the remainder of that month and the following month. Reductions in package values made by a dealer will take effect as of the first day of the following month. Except as set forth otherwise herein, all charges under this Agreement will be due and payable as specified on and consistent with the payment terms of the Chrysler dealer parts statement. Shift Digital may increase fees by giving Dealer not less than sixty (60) days written notice prior to the effective date of the price increase. If Dealer fails to pay for the Services timely through its Chrysler parts account, Dealer agrees to pay to Shift Digital, in addition to the fees for the Services: (i) a finance charge equal to the lower of 1.5% per month or the maximum amount permitted by law, and (ii) all costs incurred in connection with collection of past due amounts (including collection agency fees and reasonable attorney fees).

5. Taxes

All fees stated hereunder are subject to applicable sales, use, excise or similar taxes, whether or not included at the time the fees are billed. Dealer assumes exclusive liability for, and shall pay before delinquency, all sales, use, excise and other taxes, charges or contributions of any kind now or hereafter imposed on, with respect to, or measured by the Services except for taxes based on the net income of Shift Digital or the Service Provider.

6. Dealer Representation and Warranties

DEALER HEREBY REPRESENT AND WARRANTS THAT ANY AND ALL DEALER CONTENT WILL NOT CONTAIN ANY MATERIAL, LINK, ADVERTISING OR OTHER THING THAT VIOLATES OR OTHERWISE INFRINGES UPON ANY COPYRIGHT, TRADEMARK, PATENT, STATUTORY, COMMON LAW, PROPRIETARY, INTELLECTUAL PROPERTY, CONTRACT OR TORT RIGHT OF ANY OTHER PERSON. DEALER FURTHER REPRESENTS AND WARRANTS THAT (I) DEALER HAS THE RIGHT AND AUTHORITY TO ENTER INTO AND PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT; (II) DEALER CONTENT DOES NOT AND SHALL NOT VIOLATE ANY APPLICABLE LAW OR REGULATION; AND (III) DEALER OWNS THE DEALER CONTENT AND ALL PROPRIETARY OR INTELLECTUAL PROPERTY RIGHTS THEREIN, OR HAS EXPRESS WRITTEN AUTHORIZATION FROM THE OWNER TO COPY, USE AND DISPLAY THE DEALER CONTENT AS CONTEMPLATED BY THIS AGREEMENT.

7. Termination

Dealer may cancel the Services online through its account if online cancellation functionality is available, or, if not available, with not less than 60 days prior written notice to Shift Digital. The cancellation may be subject to Policies or the ability to re-schedule reserved inventory or cancel Advertisements already in production. Cancelled Advertisements may be published despite cancellation if cancellation of the Advertisements occurs after any applicable commitment date as set forth in advance by Shift Digital or the Service Provider, in which case Dealer must pay for those Advertisements. Upon cancellation or expiration of this Agreement, Dealer will be responsible for any Advertisements already run. If Shift Digital materially defaults in its performance under this Agreement and fails either substantially to cure such default within thirty (30) days after receiving written notice specifying the default or, for those defaults that cannot reasonably be cured within thirty (30) days, promptly to commence curing such default and thereafter proceed with all due diligence substantially to cure the default, then Dealer may terminate this Agreement by written notice to Shift Digital. Shift Digital may, at any time and for any reason, terminate this Agreement upon ten (10) days prior written notice to Dealer. This Agreement will automatically terminate without requirement of notice by either party effective on the date of the expiration or termination of Dealer’s franchise agreement with Chrysler for any reason.

8. No Warranties

DEALER EXPRESSLY UNDERSTAND AND AGREE THAT DEALER’S USE OF THE SERVICES AND THE CONTENT IS AT DEALER’S SOLE RISK AND ARE PROVIDED “AS IS” AND “AVAILABLE” IN PARTICULAR, SHIFT DIGITAL, THE SERVICE PROVIDER AND THEIR AFFILIATES AND LICENSORS DO NOT REPRESENT OR WARRANT TO DEALER THAT: (A) DEALER’S USE OF THE SERVICES OR THE CONTENT WILL MEET DEALER’S REQUIREMENTS, OR (B) DEALER’S USE OF THE SERVICES OR CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES, INCLUDING ANY CONTENT, IS DONE AT DEALER’S OWN DISCRETION AND RISK AND THAT DEALER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO DEALER’S COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY DEALER FROM SHIFT DIGITAL OR ANY SERVICE PROVIDER OR THROUGH OR FROM THE USE OF THE SERVICES SHALL CREATE ANY WARRANTY. SHIFT DIGITAL AND SERVICE PROVIDER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

9. Limitation of Liability

SUBJECT TO APPLICABLE LAW, DEALER EXPRESSLY UNDERSTAND AND AGREE THAT SHIFT DIGITAL, ITS AFFILIATES, AND ITS LICENSORS AND ANY SERVICE PROVIDER SHALL NOT BE LIABLE TO DEALER FOR: (A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY DEALER, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS; (B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY DEALER, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF: (I) ANY CHANGES WHICH SHIFT DIGITAL OR ANY SERVICE PROVIDER MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES); (II) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH DEALER’S USE OF THE SERVICES; (III) DEALER’S FAILURE TO PROVIDE SHIFT DIGITAL OR THE SERVICE PROVIDER WITH ACCURATE ACCOUNT INFORMATION; (IV) DEALER’S FAILURE TO KEEP DEALER’S PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL. SHIFT DIGITAL’S AND ANY SERVICE PROVIDER’S LIABILITY HEREUNDER, IF ANY, SHALL NOT EXCEED, IN THE AGGREGATE, AN AMOUNT EQUAL TO THE MONTHLY SERVICE FEE PAID BY DEALER FOR THE MONTH IN WHICH THE DEFECT OR BREACH OCCURRED.

10. Indemnification

DEALER WILL DEFEND, INDEMNIFY AND HOLD CHRYSLER, SHIFT DIGITAL, THE SERVICE PROVIDER, AND EACH OF THEIR EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, REPRESENTATIVES AND AFFILIATES HARMLESS FROM AND AGAINST ALL LOSS, CLAIMS, DEMANDS, CAUSES OF ACTIONS, AND ADMINISTRATIVE OR REGULATORY ACTIONS OF WHATEVER KIND OR CHARACTER, WHETHER BROUGHT BY DEALER OR ANY THIRD PARTY, AND INCLUDING COSTS, ATTORNEYS’ FEES AND EXPENSES RELATING TO THIS AGREEMENT AND/OR THE SERVICES PROVIDED UNDER THIS AGREEMENT, AND/OR THE DEALER CONTENT, AND/OR DEALERS PRODUCTS AND SERVICES, AND/OR ARISING FROM OR RELATED TO A BREACH THIS AGREEMENT OR ANY REPRESENTATION OR WARRANTY OF DEALER UNDER THIS AGREEMENT, BUT EXCLUDING CLAIMS, DEMANDS AND CAUSES OF ACTIONS ARISING OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE PERSON OR ENTITY SEEKING INDEMNIFICATION. CHRYSLER AND EACH SERVICE PROVIDER SHALL BE DEEMED THIRD PARTY BENEFICIARIES OF THE INDEMNIFICATION AND LIMITATION OF LIABILITY PROVISIONS OF THIS AGREEMENT.

11. Confidential Information

11.1 “Confidential Information” as used in this Agreement, shall mean the terms of this Agreement and any other information or materials marked confidential or identified as confidential at the time of disclosure. Confidential Information will not include information that is: (a) publicly available; (b) already in the other party’s possession and not subject to a confidentiality obligation; (c) obtained by the other party from any source without any obligation of confidentiality; (d) independently developed by the other party without reference to the disclosing party’s Confidential Information; or (e) required to be disclosed by order of a court or other governmental entity, provided no less than ten (10) days prior written notice is given to the party owning such Confidential Information so that such party may have the opportunity to obtain a protective order or other equitable relief.

11.2 Each party acknowledges and agrees that: (a) it will use the Confidential Information of the other party solely in accordance with the provisions of this Agreement; and (b) it will not disclose, or permit to be disclosed, the Confidential Information of the other party to any third party without the disclosing party’s prior written consent. Each party will take all reasonable precautions necessary to safeguard the confidentiality of the other party’s Confidential Information including, at a minimum, those precautions taken by a party to protect its own Confidential Information, which will in no event be less than a reasonable degree of care.

12. Force Majeure

Each party hereto shall be excused from performance hereunder, except for payment obligations, and to the extent that it is prevented from performing any obligation hereunder, in whole or in part, as a result of delays caused by the other party or an act of God, war, civil disturbance, court order, labor dispute, third party nonperformance or other cause beyond its reasonable control, including failures, fluctuations or non-availability of electrical power, heat, light, air conditioning, computing or information systems or telecommunications equipment or the inability of hardware or software leased or acquired by sale or license from third parties to process without error or malfunction any date data. Such nonperformance shall not be a default or ground for termination as long as reasonable means are taken to remedy expeditiously the problem causing such nonperformance.

13. Relationship of Parties

Shift Digital and the Service Provider are independent contractors, and no agency, partnership, joint venture, employer- employee or other similar relationship is intended or created between Dealer and either Shift Digital or Service Provider under this Agreement.

14. Notices

Any notice to be provided under this Agreement shall be in writing and shall be delivered to the last known address of the party to receive the notice, which shall be considered delivered three days after mailing if sent certified mail, return receipt requested, or when received, if sent by e-mail, facsimile, prepaid courier, express mail or personal delivery.

15. Entire Agreement

This Agreement constitute the entire agreement and understanding of the parties in respect of the subject matter contained herein and supersedes all prior agreements, consents and understandings relating to such subject matter. The parties agree that there is no oral or other agreement relating to such subject matter between the parties which has not been incorporated into this agreement.

16. Amendment of Agreement

This Agreement may be modified or amended only by a duly authorized written instrument executed by the parties hereto.

17. Severability

If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. Headings used in this Agreement are for reference purposes only and are not a part of this Agreement.

18. Assignment

Dealer may not assign this Agreement without the prior written approval of Shift Digital, except that no approval shall be required to assign this agreement to any person or entity which is, directly or indirectly, controlled by, controlling, or under common control with Dealer. This Agreement may be assigned by Shift Digital. This Agreement shall be binding on and inure to the benefit of the parties and their respective successors and assigns.

19. Governing Law

This Agreement shall be governed by the laws of the State of Michigan without regard to its conflict of laws provisions. Dealer and Shift Digital agree to submit to the exclusive jurisdiction of the courts located within the county of Wayne, Michigan to resolve any legal matter arising from the Terms. Notwithstanding the foregoing, a party may apply for injunctive remedies (or an equivalent type of urgent legal relief) in any appropriate jurisdiction.

20. Survival

Any provisions of this Agreement that by their nature should survive termination of this Agreement will survive termination of this Agreement, unless contrary to the pertinent provisions herein stated.

Addendum A

Onsite Optimization Services

• Website Analysis, including examination of Dealer’s website to determine problem areas as well as opportunities, and analysis of competitors websites.
• SEO research and consulting, including consultation regarding the creation and display of such website content, and keyword strategy targeted on Dealer’s local market.
• Page Title and Meta Data Optimization, including optimization of page titles and other meta data of Dealer’s website.
• Internal linking building and restructuring, including creating keyword text links on optimized pages that link to other relevant pages within Dealer’s website.
• Creation of Sitemap and submission to search engines, if needed.
• Redirects and page error repair.
• Page Load Speed Analysis, including recommendations to reduce loading time.
• Google and Bing Webmaster Tools, including integrating webmaster tool codes into the Dealer’s website in order to further analyze site structure and health.
• Custom content creation on the Dealer’s website, including written content, page titles, and meta data.
• Trust related SEO, including analysis of Dealer’s website Privacy Policy, About Us Pages, and Social Proofs.
• Such other or additional onsite SEO products and services as may be included in the package of products and services provided by the Service Provider and subscribed to by Dealer.

Offsite Optimization Services

• Blog Creation and maintenance, including integration with Google+, Facebook, and Twitter) including targeted anchor text linked to specific pages of Dealer’s website.
• Creation and execution of a custom link building strategy designed to drive traffic back to the dealer’s Chrysler Digital website using best-practices off-site SEO techniques.
• Creating and posting online articles, blog comment/posts, press releases. social-bookmarks, infographics and other relevant content that includes links to Dealer’s website in blogs, social media sites, directory listings and other appropriate places where there will be an SEO benefit.
• Directory Submissions, including targeted, relevant directory submissions linked to Dealer’s website and update of existing major directory listings.
• Social Linking, including building relevant links from social networks.
• Creation or review or Business Local pages (Google + Local, Bing Business Portal, etc.), including review of existing or set up of new Local pages, with content creation optimized for organic visibility.
• Creation or review of Images posting pages (Flickr, etc.), including posting and optimization for search engine results.
• Creation or review of Video posting pages (YouTube, etc.), including posting and optimization for search engine results.
• Link pruning to remove broken or bad links that may harm SEO performance.
• Such other or additional offsite SEO products and services as may be included in the package of products and services provided by the Service Provider and subscribed to by Dealer.

These Search Engine Optimization Services Terms and Conditions constitute a binding agreement (“Agreement”) between Sanctus, LLC doing business as Shift Digital (“Shift Digital”) and the automotive dealer (“Dealer”) subscribing to the search engine optimization (SEO) products and services described herein (referred to collectively as the “Services”). In order to use the Services, Dealer must first agree to the terms set forth in this Agreement. Dealer may not use the Services if Dealer does not accept the terms of this Agreement. Dealer can accept the terms of this Agreement by enrolling for and/or by using the Services, in which case, Dealer understands and agrees that Shift Digital will treat Dealer’s use of the Services as acceptance of the terms of this Agreement. For purposes of this Agreement, the “Effective Date” shall be that time when the date the Dealer enrolls for or first uses the Services. The terms of this Agreement shall commence on the Effective Date, as herein defined. 1. SEO Services
1.1 Shift Digital agrees to provide the Services to Dealer in accordance with the terms and conditions of this Agreement. The Services may be provided by one or more third party service providers (“Service Providers”) that Dealer or Shift Digital selects to provide all or part of the Services. Shift Digital, in its sole discretion, may change any Service Provider, at any time and for any reason. Dealer understands and agrees that the Services provided hereunder are advisory and involve judgment based on education and experience, and may not increase website traffic, or result in any exact placement or ranking in search engine results.
1.2 The Services may include some or all of the products and services described in Addendum A attached hereto, depending upon the Service Provider and service package selected by Dealer.
1.3 The definition of Services hereunder shall also include any online access to any enrollment portal, informational web pages, and/or online reporting service (collectively, the “Secure Web Services”) provided by Shift Digital or the Service Provider.
1.4 The Services specifically excludes paid digital display advertising, pay per click advertising, the performance of maintenance or updates of the Dealer’s website (such as minor alterations, repairs, or changes to the website, including but not limited to updating links, providing news updates, refreshing content, making minor graphic alternations), and any other products or services not expressly included in descriptions of the Services included in the service package provided by the Service Provider selected by Dealer.
1.5 Dealer authorizes Shift Digital and/or the Service Provider to use the specific keywords and/or phases approved by Dealer for development, improving the ranking of, and/or positioning the contents of the Dealer’s website in search engines and/or directories. Dealer acknowledges Shift Digital and/or the Service Provider will only optimize Dealer’s website for keywords and/or phrases approved by Dealer. Neither Shift Digital nor the Service Provider will perform a trademark search on keywords or phrases approved by Dealer. Dealer agrees to approve only Dealer-owned trademark or product names and generic industry terms relevant to Dealer’s website. Some words and phrases are trademarks of third parties and search engines may disallow use of such terms.
1.6 Dealer understands, acknowledges and agrees that:
(a) Shift Digital and the Service Provider have no control over the policies of search engines or directories with respect to the type of sites and/or content that they accept now or in the future. Due to the competitiveness of some keywords or phrases, ongoing changes in search engine ranking algorithms, and other competitive factors, there is not any guarantee that the Services will result in the Dealer’s website obtaining a top position, first page position, or any particular position, or consistent top positions, for any particular keyword, phrase, or search term, on any search engine’s search results page.
(b) Dealer’s website may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory entity;
(c) some search engines and directories may take two or more months after submission to list Dealer’s website;
(d) search engines and directories can stop accepting submissions for an indefinite period of time;
(e) search engines and directories will drop listings for no apparent or predictable reason.
(f) keyword selection is a significant factor in SEO, and the Service Provider may provide recommendations and advice regarding appropriate keywords, however, the selection of keywords is ultimately the responsibility of Dealer;
(g) changes made to Dealer’s website by other parties may adversely affect the search engine or directory rankings of Dealer’s website;
(h) written materials or text provided by Shift Digital and/or the Service Provider may be created to meet optimization standards (e.g., keyword density, prominence, proximity), and changes by Dealer or other parties to the written materials or text may invalidate the search engine optimization;
(i) Dealer is responsible to carefully read and review the text, data, graphics, logos, photographs, pictures, images, audio, video and other materials (hereinafter “Content”) and page design created for or provided to Dealer by Shift Digital and/or the Service Provider;
(j) unless Dealer directs otherwise, Shift Digital and/or the Service Provider is authorized to make change to Dealer’s website, including uploading optimized pages and linking to the website’s index page, sitemap, and optimized pages in connection with providing the Services.
Dealer shall provide correct and full (read/write) FTP access to the root directory of the Dealer’s website;
(k) the Services do not include submission to search engines or directories that charge fees for submission or inclusion.
(l) duplicating optimized pages after they have been uploaded, transferring optimized pages to another domain, removing the sitemap or optimized pages, or redirecting the optimized website to another website, obtaining inbound links from inappropriate websites or getting links from link farms can seriously damage all SEO efforts and may adversely affect the search engine or directory rankings of Dealer’s website; and
(m) Dealer is solely and fully responsibility, legally and otherwise, for all Content included in the Dealer’s website, including optimized pages and the meta tags, as well as all Content approved by Dealer and included on Dealer’s blog, social media pages, and/or third party websites.

1.7 Dealer agrees to cooperate with Shift Digital and/or the Service Provider in selecting appropriate keywords for SEO; providing and/or granting permissions or communicate directly with any third parties to allow administrative/backend access to the Dealer’s website, blog and/or social media pages; providing access to website traffic statistics for analysis and tracking purposes; providing Content for Dealer’s website, blog and/or social media pages to provide SEO benefit; and providing such other assistance as Shift Digital and/or the Service Provider shall reasonably request in connection with performance of the Services hereunder. In the event the performance of the Services requires Shift Digital or the Service Provider to access Dealer’s computer systems to collect data or perform the Services, including the placement of links or tags on the Dealer’s website, Dealer specifically requests and authorizes such access and will provide, and has all rights and authorizations required to provide, such access.
1.8 The Services do not include maintenance or storage of documents, physical goods, graphic work, web pages, data or files (digital or otherwise), and Dealer shall be solely responsible for the storage, maintenance, custody, archiving, and security of the same.
1.9 Unless expressly included in the description of the Services provided by the Service Provider, the Services do not include email, telephone, or onsite customer service support.

2. Use of Services
   2.1 Use of the Services is subject to the applicable policies of the search engines or website publishers (“Publishers”) on which meta data, videos, blogs or other Content are posted or displayed in connection with the Services, including without limitation any Publisher’s editorial guidelines, privacy policies, and trademark guidelines (“Policies”). Dealer agrees to comply with the Policies during the term of this Agreement. Shift Digital or the Service Provider may modify any Content to comply with any Policies in their sole discretion. Dealer may use the Services only for purposes that are permitted hereunder and in accordance with applicable laws and regulations. Dealer agrees not to access (or attempt to access) any of the Secure Web Services by any means other than through the interfaces that are made accessible by Shift Digital or the Service Provider. Without limiting the foregoing, Dealer agrees not to reverse-engineer, reverse-assemble, decompile, or otherwise attempt to derive any source code of any Secure Web Service or other program associated with the Services.
   2.2 Dealer understands and agrees that in connection with the Services, Content related to Dealer and to the products and services offered or provided by the Dealer (collectively “Dealer’s Products and Services”), and links to Dealer’s website, may be placed on any website or property provided by a Publisher upon which Shift Digital or the Service Provider may select or Dealer requests. Dealer authorizes and consents to all such placements. Shift Digital or the Service Provider may remove any content that it places on a third party website for any or no reason. Dealer is solely responsible for all: (a) Content, whether generated by or for Dealer, on the Dealer’s website, related landing pages, and links to such Content; and (c) all Dealer’s Products and Services.
   2.3 Shift Digital reserves the right to modify or change the Services provided hereunder by modifying current features, deleting features and/or adding features, upon sixty (60) days prior written notice to Dealer. Some modifications or changes may result in a fee increase or decrease for such Services. Dealer’s continued use of the Services hereunder after the sixty (60) day notice period will constitute Dealer’s acceptance of the change in the Services and Dealer’s agreement to pay the fees associated with such change in Services.
3. Copyrights, Trademarks and Licenses
   3.1 All Content provided by Dealer to Shift Digital and/or the Service Provider in connection with the Services shall be the property of Dealer or, if licensed from a third party, the property of the third party licensor, and Dealer and/or such third party licensor shall retain all right title and interest (including copyright, trademarks, and other proprietary or intellectual property rights) in such Content. Dealer grants to Shift Digital and the Service Provider a non-exclusive, worldwide, non-cancelable, royalty-free, non-transferable license, in all such Content provided by Dealer to Shift Digital and/or the Service Provider hereunder, to use, reproduce, publicly display, publicly perform, create derivative works of, modify, and distribute such Content in connection with performing the Services for Dealer under this Agreement.
   3.2 Any work of authorship created by Shift Digital and/or the Service Provider expressly for Dealer and delivered to Dealer in connection with the Services shall be “work made for hire” for Dealer and all right title and interest (including copyright, trademarks, and other proprietary or intellectual property rights) to such work of authorship shall vest solely in Dealer. In the event any portion of any work of authorship created by Shift Digital and/or the Service Provider hereunder does not qualify as “work made for hire,” Shift Digital and/or the Service Provider, as the case may be, hereby assigns such work of authorship to Dealer.
   3.3 With respect to any Content or work of authorship that was not created by Shift Digital and/or the Service Provider expressly for Dealer in connection with the Services (for example, proprietary Content of Shift Digital and/or the Service Provider existing prior to the Effective Date of this Agreement, or Content licensed from a third party), and is provided to Dealer in connection with the Services, Shift Digital and/or the Service provider hereby grants Dealer, or shall obtain for Dealer, a non-exclusive, worldwide, non-cancelable, royalty-free, non-transferable license, in all such Content, to use, reproduce, publicly display, publicly perform, and distribute such Content in connection with use of the Services during the Term of this Agreement.
   3.4 Notwithstanding the foregoing, this Section 2 does not include an obligation by Shift Digital and/or the Service Provider to grant Dealer copyrights or other intellectual property rights to, and Dealer shall have no rights, title and interest (including copyright, trademarks, and other proprietary or intellectual property rights) in any software, software code, or software system used by Shift Digital and/or the Service Provider in connection with providing the Services or otherwise.
   3.5 Dealer hereby authorizes Shift Digital and the Service Provider to use, and grants a limited, worldwide, royalty-free, non-assignable and non-exclusive license to use, (a) any Content from Dealer’s website, including but not limited to text, images, photographs, and logos, and any other Content provided to Shift Digital or the Service Provider by or on behalf of Dealer for use in providing the Service (collectively the “Dealer Content”), and (b) the trademarks, trade names, service marks and advertising symbols owned by the Dealer (the “Dealer Marks”) during the Term of this Agreement, solely in connection with providing the Services to Dealer hereunder. Distributor acknowledges that all Dealer Content and Dealer Marks are and shall remain the sole property of Dealer. During the term of this Agreement, neither Shift Digital nor the Service Provider shall contest the validity of the Dealer Marks or Dealer’s ownership of them in any proceeding. With the exception of the provisions of this Section 3.5, nothing in this Agreement shall be deemed to confer upon the Dealer any right, title, interest, or license (express or implied) in any of the Dealer Marks, or in the goodwill now or hereafter associated therewith. During the Term of this Agreement, the Dealer Marks shall not be used by Shift Digital or the Service Provider in such manner as to impair or dilute the same, nor otherwise than in accordance with instructions given from time to time by Dealer.
4. Payment of Fees and Billing
   Dealer agrees to pay the fees for the Services in the amounts set forth in the online registration process or, if an order form was used, on the order form. The fees for the Services shall be billed to and Dealer agrees to pay the fees for the Services through Dealer’s Chrysler dealer parts statement. Cancellations that occur on or before the 10th day of each calendar month will be billed for the remainder of that month. Cancellations that occur after the 10th of any month will be billed for the remainder of that month and the following month. Reductions in package values made by a dealer will take effect as of the first day of the following month. Except as set forth otherwise herein, all charges under this Agreement will be due and payable as specified on and consistent with the payment terms of the Chrysler dealer parts statement. Shift Digital may increase fees by giving Dealer not less than sixty (60) days written notice prior to the effective date of the price increase. If Dealer fails to pay for the Services timely through its Chrysler parts account, Dealer agrees to pay to Shift Digital, in addition to the fees for the Services: (i) a finance charge equal to the lower of 1.5% per month or the maximum amount permitted by law, and (ii) all costs incurred in connection with collection of past due amounts (including collection agency fees and reasonable attorney fees).
5. Taxes
   All fees stated hereunder are subject to applicable sales, use, excise or similar taxes, whether or not included at the time the fees are billed. Dealer assumes exclusive liability for, and shall pay before delinquency, all sales, use, excise and other taxes, charges or contributions of any kind now or hereafter imposed on, with respect to, or measured by the Services except for taxes based on the net income of Shift Digital or the Service Provider.
6. Dealer Representation and Warranties

DEALER HEREBY REPRESENT AND WARRANTS THAT ANY AND ALL DEALER CONTENT WILL NOT CONTAIN ANY MATERIAL, LINK, ADVERTISING OR OTHER THING THAT VIOLATES OR OTHERWISE INFRINGES UPON ANY COPYRIGHT, TRADEMARK, PATENT, STATUTORY, COMMON LAW, PROPRIETARY, INTELLECTUAL PROPERTY, CONTRACT OR TORT RIGHT OF ANY OTHER PERSON. DEALER FURTHER REPRESENTS AND WARRANTS THAT (I) DEALER HAS THE RIGHT AND AUTHORITY TO ENTER INTO AND PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT; (II) DEALER CONTENT DOES NOT AND SHALL NOT VIOLATE ANY APPLICABLE LAW OR REGULATION; AND (III) DEALER OWNS THE DEALER CONTENT AND ALL PROPRIETARY OR INTELLECTUAL PROPERTY RIGHTS THEREIN, OR HAS EXPRESS WRITTEN AUTHORIZATION FROM THE OWNER TO COPY, USE AND DISPLAY THE DEALER CONTENT AS CONTEMPLATED BY THIS AGREEMENT.

7. Termination
   Dealer may cancel the Services online through its account if online cancellation functionality is available, or, if not available, with not less than 60 days prior written notice to Shift Digital. The cancellation may be subject to Policies or the ability to re-schedule reserved inventory or cancel Advertisements already in production. Cancelled Advertisements may be published despite cancellation if cancellation of the Advertisements occurs after any applicable commitment date as set forth in advance by Shift Digital or the Service Provider, in which case Dealer must pay for those Advertisements. Upon cancellation or expiration of this Agreement, Dealer will be responsible for any Advertisements already run. If Shift Digital materially defaults in its performance under this Agreement and fails either substantially to cure such default within thirty (30) days after receiving written notice specifying the default or, for those defaults that cannot reasonably be cured within thirty (30) days, promptly to commence curing such default and thereafter proceed with all due diligence substantially to cure the default, then Dealer may terminate this Agreement by written notice to Shift Digital. Shift Digital may, at any time and for any reason, terminate this Agreement upon ten (10) days prior written notice to Dealer. This Agreement will automatically terminate without requirement of notice by either party effective on the date of the expiration or termination of Dealer’s franchise agreement with Chrysler for any reason.
8. No Warranties
   DEALER EXPRESSLY UNDERSTAND AND AGREE THAT DEALER’S USE OF THE SERVICES AND THE CONTENT IS AT DEALER’S SOLE RISK AND ARE PROVIDED “AS IS” AND “AVAILABLE” IN PARTICULAR, SHIFT DIGITAL, THE SERVICE PROVIDER AND THEIR AFFILIATES AND LICENSORS DO NOT REPRESENT OR WARRANT TO DEALER THAT: (A) DEALER’S USE OF THE SERVICES OR THE CONTENT WILL MEET DEALER’S REQUIREMENTS, OR (B) DEALER’S USE OF THE SERVICES OR CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES, INCLUDING ANY CONTENT, IS DONE AT DEALER’S OWN DISCRETION AND RISK AND THAT DEALER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO DEALER’S COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY DEALER FROM SHIFT DIGITAL OR ANY SERVICE PROVIDER OR THROUGH OR FROM THE USE OF THE SERVICES SHALL CREATE ANY WARRANTY. SHIFT DIGITAL AND SERVICE PROVIDER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
9. Limitation of Liability
   SUBJECT TO APPLICABLE LAW, DEALER EXPRESSLY UNDERSTAND AND AGREE THAT SHIFT DIGITAL, ITS AFFILIATES, AND ITS LICENSORS AND ANY SERVICE PROVIDER SHALL NOT BE LIABLE TO DEALER FOR: (A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY DEALER, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS; (B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY DEALER, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF: (I) ANY CHANGES WHICH SHIFT DIGITAL OR ANY SERVICE PROVIDER MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES); (II) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH DEALER’S USE OF THE SERVICES; (III) DEALER’S FAILURE TO PROVIDE SHIFT DIGITAL OR THE SERVICE PROVIDER WITH ACCURATE ACCOUNT INFORMATION; (IV) DEALER’S FAILURE TO KEEP DEALER’S PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL. SHIFT DIGITAL’S AND ANY SERVICE PROVIDER’S LIABILITY HEREUNDER, IF ANY, SHALL NOT EXCEED, IN THE AGGREGATE, AN AMOUNT EQUAL TO THE MONTHLY SERVICE FEE PAID BY DEALER FOR THE MONTH IN WHICH THE DEFECT OR BREACH OCCURRED.
10. Indemnification
    DEALER WILL DEFEND, INDEMNIFY AND HOLD CHRYSLER, SHIFT DIGITAL, THE SERVICE PROVIDER, AND EACH OF THEIR EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, REPRESENTATIVES AND AFFILIATES HARMLESS FROM AND AGAINST ALL LOSS, CLAIMS, DEMANDS, CAUSES OF ACTIONS, AND ADMINISTRATIVE OR REGULATORY ACTIONS OF WHATEVER KIND OR CHARACTER, WHETHER BROUGHT BY DEALER OR ANY THIRD PARTY, AND INCLUDING COSTS, ATTORNEYS’ FEES AND EXPENSES RELATING TO THIS AGREEMENT AND/OR THE SERVICES PROVIDED UNDER THIS AGREEMENT, AND/OR THE DEALER CONTENT, AND/OR DEALERS PRODUCTS AND SERVICES, AND/OR ARISING FROM OR RELATED TO A BREACH THIS AGREEMENT OR ANY REPRESENTATION OR WARRANTY OF DEALER UNDER THIS AGREEMENT, BUT EXCLUDING CLAIMS, DEMANDS AND CAUSES OF ACTIONS ARISING OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE PERSON OR ENTITY SEEKING INDEMNIFICATION. CHRYSLER AND EACH SERVICE PROVIDER SHALL BE DEEMED THIRD PARTY BENEFICIARIES OF THE INDEMNIFICATION AND LIMITATION OF LIABILITY PROVISIONS OF THIS AGREEMENT.
11. Confidential Information
    11.1 “Confidential Information” as used in this Agreement, shall mean the terms of this Agreement and any other information or materials marked confidential or identified as confidential at the time of disclosure. Confidential Information will not include information that is: (a) publicly available; (b) already in the other party’s possession and not subject to a confidentiality obligation; (c) obtained by the other party from any source without any obligation of confidentiality; (d) independently developed by the other party without reference to the disclosing party’s Confidential Information; or (e) required to be disclosed by order of a court or other governmental entity, provided no less than ten (10) days prior written notice is given to the party owning such Confidential Information so that such party may have the opportunity to obtain a protective order or other equitable relief.
    11.2 Each party acknowledges and agrees that: (a) it will use the Confidential Information of the other party solely in accordance with the provisions of this Agreement; and (b) it will not disclose, or permit to be disclosed, the Confidential Information of the other party to any third party without the disclosing party’s prior written consent. Each party will take all reasonable precautions necessary to safeguard the confidentiality of the other party’s Confidential Information including, at a minimum, those precautions taken by a party to protect its own Confidential Information, which will in no event be less than a reasonable degree of care.
12. Force Majeure
    Each party hereto shall be excused from performance hereunder, except for payment obligations, and to the extent that it is prevented from performing any obligation hereunder, in whole or in part, as a result of delays caused by the other party or an act of God, war, civil disturbance, court order, labor dispute, third party nonperformance or other cause beyond its reasonable control, including failures, fluctuations or non-availability of electrical power, heat, light, air conditioning, computing or information systems or telecommunications equipment or the inability of hardware or software leased or acquired by sale or license from third parties to process without error or malfunction any date data. Such nonperformance shall not be a default or ground for termination as long as reasonable means are taken to remedy expeditiously the problem causing such nonperformance.
13. Relationship of Parties
    Shift Digital and the Service Provider are independent contractors, and no agency, partnership, joint venture, employer- employee or other similar relationship is intended or created between Dealer and either Shift Digital or Service Provider under this Agreement.
14. Notices
    Any notice to be provided under this Agreement shall be in writing and shall be delivered to the last known address of the party to receive the notice, which shall be considered delivered three days after mailing if sent certified mail, return receipt requested, or when received, if sent by e-mail, facsimile, prepaid courier, express mail or personal delivery.
15. Entire Agreement
    This Agreement constitute the entire agreement and understanding of the parties in respect of the subject matter contained herein and supersedes all prior agreements, consents and understandings relating to such subject matter. The parties agree that there is no oral or other agreement relating to such subject matter between the parties which has not been incorporated into this agreement.
16. Amendment of Agreement
    This Agreement may be modified or amended only by a duly authorized written instrument executed by the parties hereto.
17. Severability
    If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. Headings used in this Agreement are for reference purposes only and are not a part of this Agreement.
18. Assignment
    Dealer may not assign this Agreement without the prior written approval of Shift Digital, except that no approval shall be required to assign this agreement to any person or entity which is, directly or indirectly, controlled by, controlling, or under common control with Dealer. This Agreement may be assigned by Shift Digital. This Agreement shall be binding on and inure to the benefit of the parties and their respective successors and assigns.
19. Governing Law
    This Agreement shall be governed by the laws of the State of Michigan without regard to its conflict of laws provisions. Dealer and Shift Digital agree to submit to the exclusive jurisdiction of the courts located within the county of Wayne, Michigan to resolve any legal matter arising from the Terms. Notwithstanding the foregoing, a party may apply for injunctive remedies (or an equivalent type of urgent legal relief) in any appropriate jurisdiction.
20. Survival
    Any provisions of this Agreement that by their nature should survive termination of this Agreement will survive termination of this Agreement, unless contrary to the pertinent provisions herein stated.

Addendum A

Onsite Optimization Services

Website Analysis, including examination of Dealer’s website to determine problem areas as well as opportunities, and analysis of competitor’s websites.
SEO research and consulting, including consultation regarding the creation and display of such website content, and keyword strategy targeted on Dealer’s local market.
Page Title and Meta Data Optimization, including optimization of page titles and other meta data of Dealer’s website.
Internal linking building and restructuring, including creating keyword text links on optimized pages that link to other relevant pages within Dealer’s website.
Creation of Sitemap and submission to search engines, if needed.
Redirects and page error repair.
Page Load Speed Analysis, including recommendations to reduce loading time.
Google and Bing Webmaster Tools, including integrating webmaster tool codes into the Dealer’s website in order to further analyze site structure and health.
Custom content creation on the Dealer’s website, including written content, page titles, and meta data.
Trust related SEO, including analysis of Dealer’s website Privacy Policy, About Us Pages, and Social Proofs.
Such other or additional onsite SEO products and services as may be included in the package of products and services provided by the Service Provider and subscribed to by Dealer.

Offsite Optimization Services

Blog Creation and maintenance, including integration with Google+, Facebook, and Twitter) including targeted anchor text linked to specific pages of Dealer’s website.
Creation and execution of a custom link building strategy designed to drive traffic back to the dealer’s Chrysler Digital website using best-practices off-site SEO techniques.
Creating and posting online articles, blog comment/posts, press releases. social-bookmarks, infographics and other relevant content that includes links to Dealer’s website in blogs, social media sites, directory listings and other appropriate places where there will be an SEO benefit.
Directory Submissions, including targeted, relevant directory submissions linked to Dealer’s website and update of existing major directory listings.
Social Linking, including building relevant links from social networks.
Creation or review or Business Local pages (Google + Local, Bing Business Portal, etc.), including review of existing or set up of new Local pages, with content creation optimized for organic visibility.
Creation or review of Images posting pages (Flickr, etc.), including posting and optimization for search engine results.
Creation or review of Video posting pages (YouTube, etc.), including posting and optimization for search engine results.
Link pruning to remove broken or bad links that may harm SEO performance.
Such other or additional offsite SEO products and services as may be included in the package of products and services provided by the Service Provider and subscribed to by Dealer.

Reporting Services

Monthly reporting that includes organic traffic, back links, trends, and on-site metrics, including pages / visit, average time on site, and bounce rate.
Installation of Google Analytics, including filters and goals, and integration with remarketing, if needed.
Dedicated account manager who will make monthly progress call to Dealer.
Such other or additional SEO reporting products and services as may be included in the package of products and services provided by the Service Provider and subscribed to by Dealer.

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