Dealer Participation Agreement Terms and ConditionsConfidential

FordDirect ("FordDirect", "we" or "us") is a joint venture between Ford Motor Company ("Ford") and its franchised dealers to create a comprehensive Web presence for dealers and provide digital marketing services that help dealers sell more cars and trucks through services, including dealer websites, digital advertising, CRM, new and pre-owned marketing, call tracking, search optimization and marketing and other marketing services ("Services"). Your enrollment, these terms and conditions, the Data Access Addendum and applicable Service Specific Terms (all of which together collectively form the "Agreement") describe FordDirect's obligations in providing the Services you have ordered, and describe your responsibilities and obligations in the use of the Services. Because of the wide range of Services we provide, additional terms may sometimes apply to the specific types of Services you receive.

Exchange and Protection of Data

The types and amounts of data exchanged between us and third parties may vary based on the Services provided to you. Our respective obligations regarding the protection of data, including data about your dealership and customers, are set forth in the attached Service Provider Dealer Data Access Addendum ("Data Addendum") and elsewhere in the Agreement.

Use of Services

a. You agree to comply with all applicable federal, state and local laws, rules and regulations applicable to your use of the Services, as well as all FordDirect instructions or requirements communicated to you from time to time with respect to the Services. This obligation requires you to comply with laws applicable to contacting customers or prospective customers, such as the Telephone Consumer Protection Act, the Telemarketing and Consumer Fraud and Abuse Prevention Act, the Telemarketing Sales Rule, the Do-Not-Call Implementation Act, the Controlling the Assault on Non-Solicited Pornography and Marketing Act (CAN-SPAM), related regulations, as well as similar state laws and regulations. This obligation also requires you to comply with all applicable laws, rules and regulations related to the marketing and sale of vehicles in each jurisdiction where your applicable customers are located.

b. You may not use the Services to contact customers or prospective customers using artificial or prerecorded voices to residential or mobile phone numbers, or using autodialers or equipment that has the capacity or capability to automatically dial to make phone calls or send text messages to mobile phones, unless such calls and texts are the subject of the customer's or prospective customer's prior express written consent in compliance with 47 CFR 64.1200. You agree to retain a record of such express written consents and agree to make such record available to FordDirect upon request.

c. If required in connection with the Services you receive, you agree to enroll in Digital Motorworks, Inc. ("DMI") systems, or other third-party systems or services, under separate agreements with DMI or other applicable third parties to effect the collection, processing and exchange of data, or for other purposes related to your receipt of the Services. You may not be able to receive the Services until such third-party agreements are in place.

d. You acknowledge that FordDirect may modify the Services at any time and for any reason. By continuing to utilize the Services after such modification, you consent to the provision of such Services, as modified. FordDirect will endeavor to provide you with notice of any material modification of the Services.

Dealer Participation Agreement Terms and ConditionsConfidential

e. For Services that require you to provide data to FordDirect, you agree to promptly update such data (but in any event, within 48 hours of any changes in the applicable data). This obligation applies to inventory data (for example, sales of vehicles previously reported as available for sale), data involving consumer preferences (for example, email or text opt-outs, do-not-call requests, etc.), and any other data required for FordDirect to accurately provide the Services in accordance with its obligations.

f. FordDirect may provide transmission of FordDirect customer new or pre-owned vehicle inquiry and sales information to you using approved lead management tool(s), and you agree to use such lead management tool(s) in connection with the Services.

Ownership and Licenses of Materials and Content

a. As part of the Services, FordDirect may make available to you certain photographs, illustrations, images, video and audio clips, copy and other content (collectively, "Materials"). FordDirect grants you a limited, non-transferable, non-assignable, non-sublicenseable, non-exclusive, revocable license to access, download (if applicable) and distribute (if applicable) the Materials solely for the advertising and promotion of the Materials, Ford or Lincoln-branded products or services, or products or services of FordDirect, but only in furtherance of your business relationship with FordDirect or Ford.

b. You represent and warrant that: (i) you will not modify or copy the Materials or use the Materials for any purpose outside of the specific rights granted in the Agreement; (ii) you will be responsible to FordDirect for your use of the Materials and for the actions of any third party to whom you transfer or provide access to the Materials; (iii) you will not use the Materials in a manner that violates any applicable laws, rules or regulations, including, without limitation, those applicable to unfair competition, deceptive advertising and antitrust; (iv) you will not attempt to decompile, reverse engineer or disassemble any software contained in the Materials; (v) you will not remove any copyright, trademark or other proprietary notations from the Materials, and will include a restrictive legend on the Materials of sufficient size that identifies the proper copyright owner of the Materials; and (vi) you will not use the Materials in any manner that misappropriates, violates or infringes the rights of any third party, including, without limitation, any intellectual property rights. The rights to Materials granted in the Agreement may be terminated by FordDirect at any time, and will automatically terminate if you violate any of the restrictions contained in the Agreement, or the Agreement is terminated. Upon termination, you agree to destroy any Materials in your

possession, whether in electronic or printed format, unless instructed otherwise in writing by FordDirect.

c. You hereby grant a non-exclusive, non-transferable, revocable, limited license to FordDirect to access, use, copy, and distribute the content, text, images, and other information you provide to FordDirect in connection with your use of the Services (i) for purposes of FordDirect's performance of the Services; (ii) for FordDirect's operations; and (iii) to comply with applicable legal requirements, regulatory guidance, self-regulatory requirements, or FordDirect policies and procedures.

Dealer Participation Agreement Terms and ConditionsConfidential

Confidentiality

a. In connection with the Services, each party may have access to information that is considered confidential by the other. This information may include, but is not limited to, Materials, technology, know-how, procedures, processes, protocols, specifications, strategic plans, designs, systems, software object code and source code, documentation, sales and marketing plans, results of testing, customer information, financial information, product information, proposed business arrangements, methods of operation and compilations of data ("Confidential Information"). Confidential Information must be marked or identified as "confidential" by the disclosing party, unless the

information should reasonably be understood by the receiving party to be confidential or proprietary under the circumstances.

b. Each party may only use the other party's Confidential Information for purposes of the Agreement, and shall maintain such Confidential Information in the same manner in which it protects its own information of like kind, but in no event shall either party take less than reasonable precautions to prevent the unauthorized disclosure or use of the other party's Confidential Information. Each party is permitted to disclose the other party's Confidential Information to its employees, contractors and other third parties on a need-to-know basis only, provided that such employees, contractors or third parties have contractual or legal confidentiality obligations to that party no less stringent than those contained in the Agreement. Each party is also permitted to disclose the other party's

Confidential Information as legally required in response to a court order, subpoena, administrative proceeding or similar legal process; provided that it gives the other party reasonable notice of the request.

c. The confidentiality provisions above do not apply to information that is or becomes generally available or known to the public through no act or omission of the receiving party, was received lawfully from a third party through no breach of any obligation of confidentiality owed to the disclosing party, or was created by a party independently of its access to or use of the other party's Confidential Information.

Representations and Warranties

a. In addition to any other representations and warranties under the Agreement, you represent that (i) you are a licensed Ford or Lincoln franchise; (ii) the rights granted by you under the Agreement do not infringe upon any third party's proprietary or other rights; and (iii) all communications sent on your behalf comply with all Ford and Lincoln brand guidelines applicable to such communications.

b. FordDirect represents and warrants that it has the rights to provide the Services and grant the licenses provided under the Agreement, and that your permitted use of the Services and Materials in accordance with the provisions of the Agreement will not violate any third-party intellectual property rights.

DisclaimersTHE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. FORDDIRECT DOES NOT GUARANTEE OR WARRANT THE PERFORMANCE OF THE SERVICES PROVIDED UNDER THE AGREEMENT, INCLUDING WITHOUT LIMITATION THE EFFECTIVENESS OF THE SERVICES OR THE ACCURACY OF ANY INFORMATION OR MATERIALS INCLUDED IN THE SERVICES. FORDDIRECT DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Dealer Participation Agreement Terms and ConditionsConfidential

Indemnification

a. You will indemnify and hold harmless FordDirect, its affiliates, employees, contractors, officers, directors, agents, successors and assigns (collectively, the “FordDirect Group”) on demand from and against any and all fines,

penalties, liabilities, losses and other damages of any kind whatsoever (including attorneys’ and experts’ fees), to the fullest extent allowed by applicable law, incurred by any of the members of the FordDirect Group, and will

defend the FordDirect Group against (i) all claims arising out of your use of the Services; (ii) all claims that data or other information obtained by FordDirect from or on behalf of you, or use thereof, or access to your DMS or any other dealer systems infringes or otherwise violates any right of a third party, or violates any legal requirements; (iii) all claims arising out of your use of the Materials in violation of the provisions of hereof; (iv) all claims arising from your fraud, intentional misconduct or gross negligence; and (v) all claims otherwise arising from a failure to comply or breach by you of any term or condition of the Agreement, including any representation and warranty contained herein. Dealer will control the defense and resolution of the claim, and FordDirect shall provide Dealer with all documentation and assistance it requires in connection with such defense and/or settlement. The foregoing referenced indemnity, defense and hold harmless shall not apply to the extent a claim by a third party: (1) is within FordDirect’s indemnification obligations under the Agreement; (2) arises out of or relates to FordDirect’s failure to comply with a provision of the Agreement; (3) arises out of FordDirect’s own acts, errors, omissions or negligence; and/or (4) arises out of FordDirect’s failure to comply with any applicable law, statute, regulation, contract, agreement, standard or requirement with regard to Personally Identifiable Information. In the event an actual conflict of interest exists between FordDirect and Dealer, FordDirect shall be responsible for its own attorney's fees, costs and expenses, without payment or contribution by Dealer for such attorney's fees, costs or expenses.

b. FordDirect will indemnify and hold harmless dealer from and against any and all fines, penalties, liabilities and damages, to the fullest extent allowed by applicable law, incurred by dealer in connection with: (i) any claims by third parties arising out of the use or alleged use of Personally Identifiable Information (as defined in the Data Addendum) by FordDirect and/or its vendors and contractors in violation of the Data Addendum; (ii) any material generated by FordDirect and/or its vendors and contractors which violates the intellectual property rights of another; (iii) any offers created and/or distributed by FordDirect and/or its vendors and contractors which contain errors or omissions, including disclosures required by the Federal Trade Commission or other agencies; and (iv) any text messages or robocalls sent or issued to customers without proper consent; provided dealer gives FordDirect notice of the claim within 20 business days of receipt of the claim by dealer. FordDirect will control the defense and resolution of the claim, and dealer shall provide FordDirect with all documentation and assistance it requires in connection with such defense and/or settlement. The foregoing referenced indemnity, defense and hold harmless shall not apply to the extent a claim by a third party: (1) is within the dealer's indemnification obligations under the Agreement; (2) arises out of or relates to dealer's failure to comply with a provision of the Agreement; (3) arises out of dealer's own acts, errors, omissions or negligence; and/or (4) arises out of dealer's failure to comply with any applicable law, statute, regulation, contract, agreement, standard or requirement with regard to Personally Identifiable Information. In the event an actual conflict of interest exists between FordDirect and dealer, dealer shall be responsible for its own attorney's fees, costs and expenses, without payment or contribution by FordDirect for such attorney's fees, costs or expenses.

Dealer Participation Agreement Terms and ConditionsConfidential

Limitation of Liability

EXCEPT WITH RESPECT TO FORDDIRECT'S INDEMNIFICATION OBLIGATIONS SET FORTH IN THE AGREEMENT, THE AGGREGATE LIABILITY OF THE FORDDIRECT GROUP FOR DIRECT DAMAGES FOR ALL CLAIMS RELATED TO THE SERVICES OR THE AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO FORDDIRECT DURING THE 12 MONTHS IMMEDIATELY PRECEDING SUCH CLAIM. THE FORDDIRECT GROUP SHALL NOT, IN ANY EVENT, BE LIABLE FOR DAMAGES THAT CONSTITUTE (A) LOSS OF INTEREST, DATA, PROFIT OR REVENUE OF THE CLAIMING PARTY, OR (B) INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, MULTIPLE OR INDIRECT DAMAGES SUFFERED BY THE CLAIMING PARTY, EVEN IF ANY MEMBER OF THE FORDDIRECT GROUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES.

Termination

a. Either party may terminate the Agreement, with or without cause, at any time upon 30 days prior written notice to the other party. Upon the termination of the Agreement, FordDirect will stop providing the Services, and each party will return the other party's Confidential Information, if applicable. Although termination will take effect 30 days after written notice, you will be responsible for any fees due and owing after the termination effective date.

b. Notwithstanding the foregoing, FordDirect may terminate its relationship with you immediately without notice, and without further obligation to provide Services, if (i) required by law; (ii) you are in breach of the Agreement; or (iii) any of the following occur: (1) you file a petition for bankruptcy or are adjudicated bankrupt; (2) a petition in bankruptcy is filed against you and such petition is not dismissed within 60 days of the filing date; (3) you become insolvent or make an assignment for the benefit of your creditors pursuant to any bankruptcy law; (4) a receiver is appointed for you or your business; or (5) your Ford parts and accessories account has been suspended by Ford. You agree to notify FordDirect in writing within 10 business days of the occurrence of any of these events.

Class-Action Waiver

ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE RELATING TO THE AGREEMENT MAY BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY. NEITHER YOU NOR FORDDIRECT MAY SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, A PRIVATE-ATTORNEY-GENERAL ACTION, OR AS ANY OTHER PROCEEDING IN WHICH ANY PARTY TO THE PROCEEDING ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. YOU AND FORDDIRECT AGREE THAT THE CLAIMS OF TWO OR MORE ENTITIES MAY NOT BE JOINED OR CONSOLIDATED IN THE SAME CASE UNLESS THE CLAIMS ARISE FROM THE SAME TRANSACTION.

Dealer Participation Agreement Terms and ConditionsConfidential

Miscellaneous

a. All of your and FordDirect's rights and obligations relating to the Agreement shall be governed by and construed in accordance with the laws of the State of Michigan without reference to conflict of law principles. Each party: (i)

irrevocably submits to the exclusive jurisdiction of (1) the United States District Court for the Eastern District of Michigan, Southern Division in Detroit, as to any claim or proceeding over which it may have subject-matter

jurisdiction, or (2) the Circuit Court for the County of Oakland, Michigan as to all other claims or proceedings; and (ii) expressly consents and waives any objection to venue or personal jurisdiction in either forum, including any objection based on the inconvenience of the forum. You may not assign the Agreement, directly or indirectly, by operation of law or otherwise, without the prior written consent of FordDirect. The documents included as part

of the Agreement constitute the entire agreement between the parties relating to the subject matter of the Agreement. The Agreement does not affect any other agreement between the parties, which will continue in force

in accordance with their terms. No waiver of any terms or conditions of the Agreement will be valid unless in writing signed by each party. FordDirect reserves the right to change, at any time in its sole discretion, the terms and conditions of the Agreement and any of its other policies relating to the Services. FordDirect shall notify you

of such changes by posting the changes on its website(s), or via other reasonable means. You are responsible for regularly reviewing notices regarding such changes. Continued use of the Services after any such changes have been posted shall constitute your agreement to them. You agree not to issue any press release(s) or make any public announcement(s) regarding your business relationship with, or services provided by, FordDirect without written permission from FordDirect.

b. In no event shall FordDirect be in any way responsible or liable for any delay or failure to provide the Services or perform its other obligations under the Agreement to the extent such delays or failures are attributable to any individuals, entities, or occurrences outside of FordDirect's control.

c. Notwithstanding any termination of the Agreement, the requirements of the Agreement related to the confidentiality, ownership, indemnification, limitations of liability and any other subject that would, by its nature, be deemed to survive termination of the Agreement (whether or not so expressly stated), will survive the termination.