This NetLook Vehicle Record  API (“NVR API”) Terms of Service (this “Agreement”) is an agreement between NetLook, Inc. (“NetLook”) and you for the purpose of setting forth the terms and conditions pursuant to which you may access and use NVR API dealer data. You must first read and agree to the terms of this NVR API Terms of Service. When you submit a request for API Keys, you will be agreeing to all of these terms and conditions.

NetLook reserves the right, from time to time, with or without notice to you, to change this Agreement in its sole and absolute discretion. The most current version of this Agreement will supersede all previous versions. Your use of the NVR API after changes are made will constitute your agreement to such changes. Your only recourse if you disagree with any of the terms or conditions of this Agreement, or any changes to this Agreement, is to discontinue use of the NVR API.

1. AGREEMENT

By submitting an Application for API Keys, you acknowledge and agree that (i) you have read and understand this Agreement, and (ii) if your Application for API Keys is accepted by NetLook, this Agreement shall, immediately upon such acceptance, become a legal agreement between you and NetLook. The terms and conditions of this Agreement shall govern your participation in the NetLook Developer Services.

2. DEFINITION

For purposes of this Agreement, the following terms will have the indicated meanings: + “API Key” means a unique string identifying an NVR API user (e.g., you) that is passed to NetLook in an API request. + “Developer Application” means any client of an NVR API, including a web site, mobile application or desktop application. + “Developer” “you” and “your” mean the name of the individual who completed and submitted an Application for API Keys, together with any company or other entity such individual is acting on behalf of. + “Developer Site” means the web site(s) indicated in your Application for API Keys. + “NVR API” means a set of JSON/HTTP(s)-based services providing programmatic access to certain data generated by NetLook and provided to the Developer. + “NetLook Data” means the data, text, photographs, videos and other materials provided by NetLook through the NVR API. + “NetLook Links” mean web page URLs, banners or button advertisements, or other graphical or text elements, provided by NetLook though an NVR API and containing one or more NetLook Marks and a link to any pages. + “NetLook Marks” means NetLook’s trademarks, trade names, service marks and logos. + “NetLook Materials” mean the NVR API, NetLook Links, NetLook Marks and NetLook Data. + “End Users” means the individuals who view and/or use your Developer Application. + “Photos” means the photographs that are included at any time as a part of the Data.

3. ENROLLMENT IN THE NetLook Developer Services.

3.1 To apply for enrollment in the NetLook Developer Services, you must complete an application for API Keys. Once enrolled, your participation may be rescinded by NetLook for any reason whatsoever, at NetLook’s sole discretion, including but not limited to a determination that you or your Developer Site or Developer Application is in violation of this Agreement, is unsuitable for or incompatible with the NetLook Developer Services, or competes with NetLook in a manner that NetLook finds unacceptable.

3.2 NetLook reserves the right to change the contents of the NetLook Data including, but not limited to, excluding categories from such NetLook Data from time to time in its sole discretion without notice to you. NetLook also reserves the right to modify the functionality of any API at any time.

4. LIMITED LICENSE; OWNERSHIP BY NetLook.

4.1 License. On the terms and subject to the conditions set forth in this Agreement, and conditioned on NetLook’s acceptance of your Application for API Keys, NetLook grants you a limited, non-exclusive, non-assignable, non-transferable, non-sublicensable, royalty-free (i) license during the Term to use the the NetLook Materials in your Developer Application, solely in connection with the exercise of your rights under this Agreement (the “License”), and (ii) the ability to access NetLook Materials through the NVR API. The provisions of this Agreement will be applicable to all updates, revisions or substitutions of the NVR API, and any copies of the NVR API made by or for you. All rights not expressly granted to you are reserved by NetLook.

4.2 Ownership. You acknowledge that NetLook now and at all times hereafter is the exclusive owner of all right, title and interest in and to all NetLook Materials; and that you receive and acquire no licenses with respect to any NetLook Materials except as expressly granted in this Agreement. You agree that you will not assert any copyright, trademark or other intellectual property ownership or other proprietary rights in or to any NetLook Materials, or any part of these items or in any derivative work of these items. Except for the right to use the NetLook Materials as set forth in this Agreement, nothing contained in this Agreement shall be construed to grant you any right, title or interest in or to any intellectual property of NetLook, and you are prohibited from making any use thereof of any nature except as expressly authorized in this Agreement. You agree that you will not adopt, use or attempt to register any trademarks or trade names that are confusingly similar to the NetLook Marks (as determined by NetLook in the exercise of its reasonable business judgment) or in such a way as to create combination marks. You acknowledge and agree that NetLook is advising you that in some cases NetLook obtains the Photos and Videos from third parties, and that your right to use the Photos and Videos are subject to the rights of those third parties and any limitations or conditions they elect to impose on the use of the photos or videos they provide.

4.3 Use of NetLook Marks. Under no circumstances may you use any NetLook Marks for any purpose other than the placement of NetLook Links on your Developer Application in accordance with this Agreement. You specifically acknowledge that entry into any agreement with a third party for the purchase of traffic involving keywords that are identical to or similar to any of NetLook’s Marks will constitute a breach of this Agreement and will, whether occurring during or following the Term, also constitute trademark infringement.

5. ATTRIBUTION.

DO NOT:

·       Change, alter or modify in any way the image of any NetLook Web Logo — including colors, language, appearance or animations.

·       Make an NetLook Web Logo that appears on your Developer Site bigger than your Developer Site’s logo, or make an NetLook Web Logo that appears in your Developer Application bigger than your Developer Site logo.

·       Use an NetLook Web Logo to suggest that NetLook is responsible for, or endorses or recommends, your Developer Site’s or Developer Application’s content, design, language or topic.

6. CERTAIN DEVELOPER REPRESENTATIONS AND WARRANTIES.

You represent and warrant that you have full power and authority to enter into this Agreement and that, as of the time you accept this Agreement and for the duration of your use of the NVR API:

6.1 You are in compliance with all applicable laws, rules and regulations, if any, related to the performance of your obligations under this Agreement and the operation of your Developer Application;

6.2 You fully own and control all of the development, maintenance and operation of, and content on, your Developer Application (other than NetLook Materials);

6.3 All content and materials on your Developer Application is owned or validly licensed for use by you or is in the public domain;

6.4 None of the content on your Developer Application is defamatory, constitutes obscenity, or violates any law or regulation, any right of any person, including but not limited to intellectual property rights, rights of privacy or publicity;

6.5 None of the content and materials on your Developer Application constitutes or results in any consumer fraud, product liability, breach of contract to which you are a party or which cause injury to any third party;

6.6 Your Developer Application do not contain or directly link to any objectionable material, as determined by NetLook in its sole discretion, but which includes pornography, obscene language or other obscene content, or support for violent or hate groups, or content that is abusive, illegal, hateful, harmful, harassing, or racially or ethnically discriminatory; and

6.7 Your Developer Application is not an incentive-based web site, such as a lottery or sweepstakes site which rewards End Users for clicking on links.

7. CERTAIN DEVELOPER COVENANTS.

You acknowledge and agree that:

7.1 Access to the NVR API and other NetLook Materials shall be solely through the Developer Application and displayed only to End Users. The NVR API results shall not be permitted or facilitated through any other web site or means, whether under Developer’s ownership and control or otherwise. No sub-licensing, re-packaging, or other use (including “service bureau” use) is permitted.

7.2 You will comply with the any special requirements, set forth in the API Documentation, if applicable.

7.3 You will comply with all representations, warranties and covenants that were or will be made by you to NetLook to induce NetLook to give you (or continue to give you) access to the NetLook Materials, including but not limited to the descriptions of how your Developer Application will use the Data.

7.4 Queries to the NVR API must contain all required parameters.

7.5 NetLook may limit the number API queries that may be submitted by your Developer Application per day, per hour, or by any other means NetLook determines are necessary to provide service.

7.6 You will not include rel=”nofollow” when rendering hyperlinked NetLook Data returned by an NVR API.

7.7 You may cache and thus store NetLook Data on your system. You will not copy, store, archive, or distribute to any third party (other than to End Users as contemplated in this Agreement) any NetLook Data, any metadata or any Link. You agree that any cached NetLook Data will be used by you only for the purpose of populating the Developer Application.

7.8 You will not alter or modify in any fashion any NetLook Link.

7.9 You will not, in connection with any display of any item of NetLook Data that relates to a vehicle, make any factual misrepresentation with respect to such item or the vehicle to which it pertains.

7.10 You will not display the name, logo, trademark or other identifier of another person (except NetLook or you) on your Developer Site or Developer Application in such a manner as to give End Users the impression that such other person is a source, publisher or distributor of the NetLook Data.

7.11 You will not sell, lease, share, transfer, or sublicense the NVR API Keys, whether for direct commercial or monetary gain or otherwise, without NetLook’s prior, express, written permission.

7.12 You will not use the APIs in connection with or to promote any products, services, or materials that constitute, promote or are used primarily for the purpose of dealing in: spyware, adware, or other malicious programs or code, counterfeit goods, items subject to US embargo, hate materials (e.g. Nazi memorabilia) or materials urging acts of terrorism or violence, goods made from protected animal/plant species, recalled goods, hacking/surveillance/interception/ descrambling equipment, cigarettes, illegal drugs and paraphernalia, unlicensed sale of prescription drugs and medical devices, pornography, prostitution, body parts and bodily fluids, stolen products and items used for theft, fireworks, explosives, and hazardous materials, government IDs, police items, unlicensed trade or dealing in stocks and securities, gambling items, professional services regulated by state licensing regimes, non-transferable items such as airline tickets or event tickets, non-packaged food items, weapons and accessories.

7.13 You will not influence any search engine’s results in a way that violates such search engine’s published policies, including its “spam” policy.

7.14 You will ensure that the use or display of the NetLook Materials does not suggest that NetLook promotes or endorses you or any third party or the causes, ideas, web sites, products or services of you or any third party.

8. INDEMNIFICATION.

You agree to defend, indemnify and hold NetLook, its parent company and any affiliate entities, and its and their directors, officers, employees, agents and assigns, harmless from and against any and all losses, costs, claims, liabilities, damages, suits, actions or expenses (including, without limitation, reasonable attorneys’ fees) arising from or in connection with (i) any breach of these representations, warranties and covenants, or your performance or failure to perform any of your obligations under this Agreement, and (ii) the use by you of the NetLook Materials (other than any such claim that any of the NetLook Materials (other than the Photos) violate the intellectual property rights of a third party).

9. DISCLAIMER OF WARRANTIES.

NETLOOK EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE NETLOOK MATERIALS, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. In addition, NetLook makes no representation or warranty that the NetLook Links, the operation of the NetLook Web Site, or the NVR API will be uninterrupted or error-free, or that the NetLook Materials will be complete, accurate or error-free, and NetLook will not be liable for the consequences of any interruptions or errors.

10. LIMITATION OF LIABILITY.

NETLOOK WILL NOT BE LIABLE FOR ANY LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOST DATA, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT, PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE, AND WHETHER OR NOT NETLOOK WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

11. TERM AND TERMINATION.

11.1 Term. The term of the License (the “Term”) shall commence on the date your Application for API Keys is accepted by NetLook and shall continue until terminated by either party. Either party may terminate the Term by giving notice of such termination to the party, and such termination may be for any for any reason the terminating party elects (for example, NetLook may designate such termination as being for breach of this Agreement by Developer), or for no reason other than the terminating party’s convenience. A termination by NetLook of Developer’s access to the APIs shall be deemed a termination of the Term by NetLook, and the complete discontinuation of the use of the NVR API and NetLook Materials by you shall be deemed a termination of the Term by you. NetLook may condition your continued use of the NetLook Materials, and thus its agreement not to exercise its right to terminate the Term, on your compliance with additional conditions or requirements that are not set forth in this Agreement and that may not be applicable to other licensees of the NetLook Materials.

11.2 Effect of Termination. Upon the termination of the Term for any reason, the License shall terminate immediately, and if not already done you shall immediately cease use of the NVR API and other NetLook Materials. All of the provisions of this Agreement other than the License shall survive the termination of the License.

12. MISCELLANEOUS.

12.1 Assignment. Only NetLook may assign its rights or delegate its obligations under this Agreement. You may not assign this Agreement or any of your rights or delegate any of your obligations.

12.2 No Third Party Beneficiaries. All rights and obligations of the parties hereunder are personal to them. This Agreement is not intended to benefit, nor shall it be deemed to give rise to, any rights in any third party.

12.3 Publicity. Other than as otherwise specifically permitted by this Agreement, you may not create, publish, or distribute any item (e.g. press release) that references NetLook without first submitting those items to NetLook for approval and receiving NetLook’s written consent.

12.4 Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law rules. You agree that, unless expressly waived by NetLook or NetLook brings an action in a different jurisdiction, the exclusive jurisdiction for any claim or action arising out of or relating to this Agreement or your use of the NVR API shall be in the state or federal courts located in the County of Los Angeles, State of California, and you further agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action.

12.5 Legal Fees. If any dispute arises between the parties with respect to the matters covered by this Agreement which leads to a proceeding to resolve such dispute, the prevailing party in such proceeding shall be entitled to receive its reasonable attorneys’ fees, expert witness fees and out-of-pocket costs incurred in connection with such proceeding, in addition to any other relief it may be awarded.

12.6 Independent Contractors. The parties are independent contractors. This Agreement shall not be construed to create a joint venture or partnership between the parties. Neither party shall be deemed to be an employee, agent, partner or legal representative of the other for any purpose and neither shall have any right, power or authority to create any obligation or responsibility on behalf of the other.

12.7 Entire Agreement. This Agreement and the Visitor Agreement constitute the entire agreement between the parties with respect to the subject matter hereof. This Agreement supersedes, and the terms of this Agreement govern, any other prior or collateral agreements with respect to the subject matter hereof.

12.8 Severability. If any provision of this Agreement shall be held or made invalid or unenforceable for any reason, such invalidity shall not affect the remainder of this Agreement, and the invalid or unenforceable provisions shall be replaced by a mutually acceptable provision, which being valid, legal and enforceable comes closest to the original intentions of the parties hereto and has like economic effect.

12.9 Section Headings. The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.