Common use of Participation in the Program Clause in Contracts

Participation in the Program. 1.1 Dealer acknowledges and agrees that participation in the Program is entirely voluntary. 1.2 By entering into this Agreement, Dealer acknowledges and agrees: 1.2.1 to enter into and maintain throughout the Term a Subscription Agreement with Service Provider. 1.2.2 to comply with the Program requirements, including the “Obligations of Dealer” set forth as Exhibit A and “Program Policies” set forth as Exhibit B hereto (the “Requirements”). 1.2.3 to be solely responsible for its acts and omissions with respect to its Customers. 1.2.4 that this Program does not require Dealer to send Non Public Personal Information to TMS/USA or Service Provider. 1.2.5 that TMS/USA does not sell Authorized Products, is not a party to any transaction between any Customer and Dealer, and has no role in the actual sales transaction, including, without limitation, acting as a broker in a transaction. TMS/USA is not the Customer’s or any Participating Dealer’s agent or broker for any purpose. 1.2.6 that the Program is constantly evolving, and that TMS/USA reserves the right to amend, modify or supplement the Requirements as may be needed from time to time, provided that TMS/USA provides written notice of such amendments, modifications or supplements to Dealer. 1.2.7 that TMS/USA may increase the cost of the Program to the Dealer at any time with a sixty (60) day notice to Dealer prior to the effective date of any price increase and Dealer may continue to participate by paying the increased fees or terminate participation in the Program in accordance with Section 13.0 (Termination). 1.2.8 that TMS/USA makes no representations or warranties whatsoever with respect to the Program and that Dealer is participating in the Program at its own risk. 1.2.9 that TMS/USA may terminate the Program and this Agreement at any time and TMS/USA is under no obligation to continue the Program. 1.2.10 that (a) the Platform and all services in connection therewith will be provided directly and solely by Service Provider or its affiliates, and not by TMS/USA, and (b) Dealer shall look only to Service Provider to address and/or resolve any issues or concerns with respect to the Platform and/or the services provided by Service Provider. 1.2.11 that TMS/USA is not responsible for the terms of sale of Authorized Products through the Platform. 1.2.12 that the Program is limited to the sale of Authorized Products only, and Dealer shall not display, market, advertise or sell any other products or services on or through the Platform during the term of this Agreement. 1.2.13 that Dealer’s participation in the Program, including access and use of the Platform and receipt of services from Service Provider in connection therewith, are subject to subscription pricing and the other fees and terms and conditions set forth in the Subscription Agreement. 1.2.14 to remain solely responsible for all costs and expenses related to its (1) participation in the Program including a one-time set-up fee and recurring monthly Subscription Fees, and (2) own systems (including its DMS applications), equipment, network, website and means of connection with all integration points; and 1.2.15 to pay TMS/USA a monthly Subscription Fee (the “Subscription Fee”) in consideration of their enrollment in and subscription to the Application, which Subscription Fees will be invoiced, collected and remitted to TMS/USA (for subsequent disbursement to Service Provider).

Participation in the Program. 1.1 Dealer acknowledges and agrees that participation in the Program is entirely voluntary. 1.2 By entering into this Agreement, Dealer acknowledges and agreesDealer: 1.2.1 acknowledges and agrees to enter into and maintain throughout the Term a Subscription Agreement with Service Provider., and 1.2.2 acknowledges and agrees to comply with the Program requirements, including the “Obligations of DealerRequirements for Dealer Participation” set forth as Exhibit A and “Incentive Program Policies” set forth as Exhibit B hereto (the “Requirements”). 1.2.3 acknowledges and agrees to be solely responsible for its acts and omissions with respect to its Customerscustomers. 1.2.4 acknowledges and agrees that this Program does not require Dealer to send Non Public Personal Information to TMS/USA or Service Provider. 1.2.5 acknowledges and agrees that TMS/USA does not sell Authorized Products, is not a party to any transaction between any Customer and Dealer, and has no role in the actual sales transaction, including, without limitation, acting as a broker in a transaction. TMS/USA is not the Customer’s or any Participating Dealer’s agent or broker for any purpose. 1.2.6 acknowledges and agrees that the Program is constantly evolving, and that TMS/USA reserves the right to amend, modify or supplement the Requirements as may be needed from time to time, provided that TMS/USA provides written notice of such amendments, modifications or supplements to Dealer. 1.2.7 acknowledges and agrees that TMS/USA may increase the cost of the Program to the Dealer at any time with a sixty (60) 60 day notice to Dealer prior to the effective date of any price increase and Dealer may continue to participate by paying the increased fees or terminate participation in the Program in accordance with Section 13.0 (Termination). 1.2.8 acknowledges and agrees that TMS/USA makes no representations or warranties whatsoever with respect to the Program and that Dealer is participating in the Program at its own risk. 1.2.9 acknowledges and agrees that TMS/USA may terminate the Program and this Agreement at any time and TMS/USA is under no obligation to continue the Program. 1.2.10 acknowledges and agrees that (a) the Platform and all services in connection therewith will be provided directly and solely by Service Provider or its affiliates, and not by TMS/USA, and (b) Dealer shall look only to Service Provider to address and/or resolve any issues or concerns with respect to the Platform and/or the services provided by Service Provider.; 1.2.11 acknowledges and agrees that TMS/USA is not responsible for the terms of sale of Authorized Products through the Platform.; 1.2.12 acknowledges and agrees that the Program is limited to the sale of Authorized Products only, and Dealer shall not display, market, advertise or sell any other products or services on or through the Platform during the term of this Agreement.; 1.2.13 acknowledges and agrees that Dealer’s participation in the Program, including access and use of the Platform and receipt of services from Service Provider in connection therewith, are subject to subscription pricing and the other fees and terms and conditions set forth in the Subscription Agreement.; 1.2.14 acknowledges and agrees to remain solely responsible for all costs and expenses related to its (1) participation in the Program including a one-time set-up fee and recurring monthly Subscription FeesFees (refer to LMPP FAQ for fee amounts), and (2) own systems (including its DMS applications), equipment, network, website and means of connection with all integration points; and 1.2.15 acknowledges and agrees to pay TMS/USA a monthly Subscription Fee (the “Subscription Fee”) (refer to LMPP FAQ for fee amount) in consideration of their enrollment in and subscription to the Application, which Subscription Fees will be invoiced, collected and remitted to TMS/USA (for subsequent disbursement to Service Provider).