This document outlines an agreement between an automobile dealer and LM for LM to provide marketing services using an integrated marketing platform. Key terms include: - LM will gather business information from the dealer and integrate the dealer's DMS data into LM's marketing platform to provide actionable customer data and enable targeted marketing. - The dealer will have access to the platform portal and a concierge for marketing support. LM will also provide marketing materials that can be ordered through the portal. - The agreement has an initial 2-year term and will automatically renew annually. Either party can terminate with 60 days notice. The dealer must pay a waived enrollment fee and ongoing monthly subscription fees. - The agreement governs data sharing

1. Primary Contact Person:
Telephone Number:
Email Address:
Secondary Contact Person:
Telephone Number:
Email Address:
Enrollment Fee: $1,250.00 WAIVED
Subscription Fee: $650.00 per calendar month
Date of Agreement:
Amount Due at Signup: $
1. Enrollment. Upon enrolling with LM’s proprietary Integrated Marketing Platform (the
“Platform”), we will gather relevant information from you about your business and its operations and load it
into the Platform. We will also establish a connection between your Dealer Management System (“DMS”) (or
other software system, to the extent such system can reasonably be connected to our Platform) and our
Platform in order to allow the continuous data integration and monitoring that is at the core of our Live
Marketing initiative. This will allow you to begin utilizing the Platform to better track the needs of, and market
to, your customers. You will access the Platform through a web portal specifically created for you (the “Portal”).
You will be provided with login information for the Portal. You will be responsible for maintaining control of
your login information and will be responsible for any access to your Portal, authorized or not, by any person
who obtains your login information, properly or improperly, from you.
2. Data Integration and Actionable Data. During your enrollment with our Platform, we will
gather relevant data from your DMS/ OR OTHER SOFTWARE in order to provide actionable data from
your sale and service history. We will also integrate your DMS Data/ OR OTHER SOFTWARE with
proprietary LM Data to calculate equity positions for your sales and service customers. You will then be in a
better position to market directly to those customers based on the most current information available. You
will be provided with your own Platform Portal (the “Portal”) to allow you to view the results of the data
integration.
3. Concierge. During your enrollment with our Platform, we will provide you with a Dealer
Concierge, available during regular business hours Monday through Friday. Your Concierge is available to
assist you in creating and implementing marketing strategies through the Platform. Your Concierge will also
be able to answer questions about the Platform and to assist with any orders. If needed, we can also provide
concierge services at other hours, for an additional fee.
4. Marketing Materials. In addition to the data integration and tracking provided by our
Platform, you will also be able to order marketing materials from us through your Portal. The products and
services are as described in the Portal and may change from time to time. Your cost for these marketing
materials will be as set forth in the Portal at the time of your order. If you require quantities or products other
than those set forth in the Portal, we will provide you with a custom quote to meet your needs.
5. Custom Products and Services. We can provide you with custom products and services
designed to meet your needs. Upon receiving a request from you for custom products or services, we will
endeavor to provide you with a timely quote for the product or service. If you wish to proceed with the product
or service, after quote, it will be subject to payment, as provided below.
6. Enrollment Fee. The Enrollment Fee is due upon execution of this Agreement. The
Enrollment Fee covers the initial gathering of information about you as well as other setup costs and is therefore
nonrefundable. We may assess an additional enrollment fee if you add or open additional locations, lines of
business, and the like and will advise you if an additional enrollment fee will be required.

2. 7. Subscription Fee. The Subscription Fee is due for each calendar month on the same day
each month. We may change the Subscription Fee from time to time, but in no event more than once per year.
If the Subscription Fee changes, we will provide you with notice of the new Subscription Fee. If you object to
the new Subscription Fee, you may provide us with written notice terminating this Agreement, in which case
the Agreement will terminate thirty (30) days thereafter, but provided that Subscription Fees at the prior rate
shall be due until termination.
8. Payment for Other Products and Services. You agree to pay for any products or services
ordered by you from us, including marketing materials through your Portal, at the rate published by us at the
time of the order or at the quoted price (provided you proceed with the order after we have quoted it to you).
Prepayment is required for all other products or services ordered by you from us. You will have the option to
prepay either by credit card, bank draft, or invoice. You understand that in the event of invoice, delivery of the
services will not commence until after payment and that this may result in a delay of the deliverable.
9. DMS Data. In order to be able to provide you with the data integration and tracking
described above, we require access to your DMS Data (as defined below) / OR OTHER SOFTWARE. You
will provide us with access to your DMS Data/ OR OTHER SOFTWARE in a usable format. In the event
that the DMS Data is unusable for any reason, you will correct the issue, or allow us to correct the issue, in
which case you will pay us for this work at our then prevailing market rates for the work done by us. You
represent and warrant to us that you are authorized to have and share the DMS Data/ OR OTHER
SOFTWARE with us and to authorize us to use the DMS Data / OR OTHER SOFTWARE in connection
with this Agreement. We will not use or share the DMS Data/ OR OTHER SOFTWARE other than in
connection with this Agreement. We will not sell or resell the DMS Data/ OR OTHER SOFTWARE to any
third party. As used herein, “DMS Data/ OR OTHER SOFTWARE” shall include all data maintained by you
in any Dealer Management System or other database to which you provide us access in connection with this
Agreement. DMS Data/ OR OTHER SOFTWARE may include, as appropriate, customer data, vehicle
purchase data, and vehicle service data.
10. Consumer Information Protection. We maintain, and will continue to maintain and
periodically test the efficacy of, appropriate information security programs and measures designed to ensure the
security and confidentiality of “Customer Information” (as defined in 16 CFR§ 314.2(b)). Such Customer
Information security programs and measures include appropriate procedures designed to (a) protect the security
and confidentiality of such Customer Information, (b) protect against anticipated threats or hazards to the security
or integrity of such Customer Information, and (c) protect against unauthorized access to or use of such Customer
Information that could result in substantial harm or inconvenience to any of your customers.
11. Logos and Other Information. You will also provide us with current and accurate copies
of your logos as well as contact information, hours of operation (sales and service), service managers’ names
and contact information, sales representatives’ information, and such other information as we may require from
time to time in connection with providing the services under this Agreement. By providing us with your
trademarks, logos and other pertinent information hereunder, you are granting us a license to use such
trademarks, logos and other information in connection with this Agreement and agree that our use of the
trademarks, logos and other information do not violate any rights of yours or of any third party.
12. LM Data. You understand and agree that your use of the LM Data (as defined below) is
restricted to this Agreement and for no other purpose. You further understand and agree that you are not
authorized to use the LM Data for any other purpose and that included in this restriction, you are not authorized
to license, relicense, sublicense, publish, or republish the LM Data in any manner other than through this
Agreement. As an example, and not as a limitation, you may not use LM Data in a self-published newsletter or
similar publication not created by us pursuant to this Agreement. As used herein “LM Data” includes all data
provided by us in connection with this Agreement, including all data obtained by us from any third party. It is
intended that LM Data shall be broadly interpreted to include all data provided by us, whether in digital, printed
or other format.

3. 13. Presumed Approval. In order to expedite our marketing efforts on your behalf, we have
implemented an expedited approval process that does not include a final proof review process. We will use
your logo and other information as provided to us by you, including as to color, font, and sizing. Unless you
notify us in writing of any changes or issues with your logo or other pertinent information, it will be presumed
that you have approved the logo and other pertinent information as being used by us in connection with any
services provided or materials printed or published.
14. Ordering Protocol. From time to time, we may adopt an Ordering Protocol, which will be
published in the Platform. The Ordering Protocol will control all marketing materials ordered by you. The
Ordering Protocol may be amended from time to time by publication of a new protocol, which shall control
all orders placed after its publication.
15. Term and Termination. This Agreement shall commence on the date first set forth above
and continue for a period of two (2) years. The Agreement will renew for additional periods of one (1) year
each thereafter until terminated as set forth herein. Either you or we may terminate this Agreement at any time
upon sixty (60) day advance notice to the other terminating this Agreement. Additionally, we may terminate
this Agreement immediately in the event of misuse of the Platform, actual or reasonably foreseen misuse of
any LM Data, or nonpayment of any amounts due hereunder. Upon termination of this Agreement, your access
to the Portal and Platform will be immediately deactivated and your right to use any LM Data, including any
data that integrates LM Data with any other data, will immediately end. Upon termination of this Agreement,
you agree to immediately return to us any printed materials that contain any LM Data, including any data that
integrates LM Data with any other data, and to immediately destroy any computer-stored information that
contains LM Data, including any data that integrates LM Data with any other data. Upon request from us, you
will certify to us in writing that you have fully complied with the preceding sentence.
16. Our Indemnification of You. We will indemnify, defend, and hold you (and your officers,
directors, and agents) harmless from any claims, damages, liabilities, losses, lawsuits, expenses, or otherwise
(collectively, “claims”), arising out of or related to any breach by us pursuant to this Agreement, except as such
claim may have arisen or be related to a breach by you of this Agreement or of any representation or warranty
contained herein.
17. You’re Indemnification of Us. You will indemnify, defend, and hold us (and our officers,
directors, and agents) harmless from any claims, damages, liabilities, losses, lawsuits, expenses, or otherwise,
arising out of or related to any breach by you pursuant to this Agreement, including any claims arising out of
our use of DMS Data or any other logo, trademark or information provided by you to us in connection with
this Agreement.
18. Intellectual Property Rights. We agree that you shall retain ownership of any intellectual
property rights that are properly yours, including your logo and trademark. You agree that we shall retain
ownership of any intellectual property rights that are properly ours, including of our trademarks, service marks,
logos, the Platform, any code, and the BBLM Data. Further, any improvements made to any of our intellectual
property, including the Platform, code, or otherwise, shall belong to us. Nothing in this Agreement shall be
deemed to constitute a transfer, assignment, or conveyance by us to you of any rights or title in or to any of
our intellectual property rights.
19. Limited License. To the extent that we include the names “Black Book®,” “Live Marketing”
or any names reasonably related thereto in any marketing materials provided by us to you in connection with
this Agreement, such inclusion will be by us in accordance with our license and other rights therein. You will
not use, reuse, publish, republish, or copy any of the foregoing names, including by copying materials prepared
by us, unless you have first received a written license to do so from the owner of the name.

4. 20. No Franchise, Partnership or Agency. Nothing in this Agreement or in the transactions
contemplated hereby creates (or is intended to create) any franchise, partnership, joint venture, principal/agent
relationship, or any other relationship or combination which would create or impose liability on either you or
us to any person not a signatory to this Agreement for the acts or conduct of the other.
21. Liability Limitation. The most that we shall be liable to you or any other person for any
action arising out of or related to this Agreement, the Platform, or otherwise shall be a refund of amounts paid
by you for the matter in question. Under no circumstances shall we be liable for consequential, special,
incidental or punitive damages (including lost profits, lost business opportunity, or the like). We are not liable
for delays or other conditions resulting from Acts of God or other conditions that are typically included in
force majeure provisions.
22. Dispute Resolution. If a dispute arises regarding this Agreement or its breach (including,
without limitation, its interpretation or enforcement), and the parties have not been successful in resolving such
dispute through negotiation, the parties agree to attempt to resolve the dispute through nonbinding mediation
by submitting the dispute to a sole mediator selected by the parties. Each party shall bear its own expenses and
an equal share of the expenses of the mediator. In the event mediation is unsuccessful, then any such dispute
shall be submitted to and finally determined by arbitration by one (1) arbitrator pursuant to the Commercial
Arbitration Rules of the American Arbitration Association. Any arbitration shall be held in Hillsborough
County, Florida.
23. Notice. Any notice required to be given pursuant to this Agreement shall be in writing and
shall be hand delivered or sent via overnight carrier to the address set forth above for you or to us at our
principal place of business as set forth on the Platform at the time of notice. Either party may change its
address to receive notice by providing a new address pursuant to the terms of this section.
24. General Provisions. This Agreement: (a) is supported by sufficient consideration, (b) is
subject to amendment only in writing signed by both parties, (c) shall be governed and interpreted under the
laws of the State of Florida, and (d) shall not be construed more strictly against either party regardless of the
party that prepared this Agreement. In the event any of the provisions of the Agreement is determined to be
invalid or unenforceable, the same shall be deemed severable, and be so severed, from the remainder of the
Agreement and shall not cause the invalidity or unenforceability of the remainder of the Agreement. You
consent to jurisdiction over you by any court located in Florida and agree that venue of any action arising out
of or related to this Agreement shall lie exclusively in Hillsborough County, Florida.
25. DATA Privacy and Security Compliance-
A LM shall not disclose any personally identifiable information of the
entity’s customers without written consent.
B LM shall comply with all applicable regulations and laws concerning the DMS
Data that may be transferred.
C LM to provide notice to _______ in the event any suspected breach of
security.
E All Data Housed at SAVVIS, A CENTURY LINK COMPANY (Audited
for suitability, design and effectiveness of controls)
26. Data Center Audit Report… Available yearly- Attached

5. The undersigned, who are duly authorized to execute this Agreement, have read the Agreement, fully
understand it, and intend to be legally bound by its terms, have signed this Agreement effective as of the date
first set forth above.
Silloet 1, LLC d/b/a LM
By:
Martin Saavedra, Jr.
Its: President
Automobile Dealer
Legal Name
By:
Printed Name
Its: