Online Services Enrollment Form BY - Product Demo - DriverSide

DriverSide, Inc.639 Front Street, 4 th FloorSan Francisco, CA 94111Tel (415) 415-8800 Ext. 200Fax (415) 358-8130Email: sales@driverside.comWeb: www.driverside.comOnline Services Enrollment FormSales InformationSalesperson:Company:Phone:Email:CLIENT INFORMATION:Business Name:Contact/Title:Phone:Address:Fax:City:Email:State: Zip: Web:Enrollment Date:DRIVERSIDE MENU (Discount for Professional Bundle): Setup Fee Monthly FeeProfessional Website (Support up to 3 locations, additional locations only $20 each per month) None $ 50Full-Service Online Garage (Requires Shop Management System integration) * $149 $149Reputation Driver (Requires Shop Management System integration) * $149 $149Facebook Application (Add the Online Garage and/or Reviews to your Co’s Facebook page) $100 NoneProfessional Bundle (Website + Full-Service Online Garage + Reputation Driver + Facebook App) *Special Offer - Up to 1,000 Free Ematches if enrolled by 4/30/13$149 $249Ematch (Only pay for the valid customer emails provided.) $0.45 NoneDRIVERSIDE SERVICES (Select the services you wish to purchase below and enter pricing):PricingSetup Fee (One-time fee) $ per locationMonthly Management Fee (Covers an unlimited number of customers per location) $ per locationEmatch (You only pay for the valid customer email addresses provided) $ 0.45 per valid emailProfessional Website (Website designed & branded for HXL).Full-Service Online Garage (Comprehensive email and online marketing program).Reputation Driver (Reputation management that generates positive customer reviews).Facebook Application (Add the My Garage, Coupons & Reviews tabs (for enrolled programs) to your company’s Facebook page).Ematch ** (A risk free email collection service where you only pay for the valid customer email addresses provided).Frequency: The Ematch service can be a one-time or ongoing service which can be cancelled with 30 days written notice.Please select below, the desired Ematch frequency: 1-time Quarterly** Maximum number of eMatch emails: __________________ (If no amount is listed we will cap the amount at 2,000)PAYMENT METHOD & TERM: (Payments are eligible for reimbursement from Installer Co-op or BDP funds)Electronic Funds Transfer (billed monthly) Bill my credit card (billed monthly)Card TypeVisaCard / Acct NumberMasterCardBill To NameAddressExp Date CVV City / St / ZipTERM: The DriverSide Services are provided on an ongoing basis, which begins on the date Services are delivered (“ServiceActivation”). The Service may be terminated by either party with sixty (60) days prior written notice. DriverSide will provide Client with theapplicable Services listed above subject to the Terms and Conditions accompanying this Agreement. The signing person represents thathe/she is authorized to sign this Agreement for Client.SIGNED FOR DRIVERSIDE:SIGNED FOR CLIENT:BY: ______________________________BY: ___________________________________Signature Date Signature Date__________________________________________________________________Print Name and TitlePrint Name and TitleFax Enrollment Form to (415) 358-8130 Page 1 of 4 HXL 12-2012

Garage ConfigurationCLIENT INFORMATION:Business Name:MAINTENANCE SCHEDULEMaintenance Schedule: (Select one box below for the requested vehicle maintenance schedule. The OEM schedule isbased on the vehicle manufacturer’s maintenance schedule for severe driving conditions, which will vary by vehicle year,make and model. The other schedules offer a fixed interval that will apply to all vehicles.)OEM Maintenance Schedule for Severe Driving Conditions3,000 Mile Service Interval5,000 Mile Service IntervalOther (please enter the requested mileage interval (___________)GARAGE ALERTS & EMAIL MESSAGESAvailable Garage Alerts & Email Messages: (Select the boxes below for each requested alert and email message.)Service RemindersManufacturer RecallsTire RotationMonthly NewsletterCOUPONS & SPECIALSInitial Coupons or Specials: DriverSide allows you to display an unlimited number of coupons and specials in your OnlineGarage, while also selecting specific coupons to include in your emails. You can add or change your coupons and specialsat any time directly from your DriverSide Business Control Center (BCC). Please select the initial coupons from the listbelow that you would like included and enter the specific discount (ie, $5 Off, 10% Off or Fixed Price $29.95). If no couponsare selected, the Default coupons below will be used. If you do not want to offer any coupons, please select “No Coupons”.(Select the boxes below for each requested coupon or special.)Havoline Oil Change Special (Enter $_____ Off, or _____ % Off) (Default Coupon with $5 Off)Service Special (Enter $_____ Off, or _____ % Off) any service over $100 (Default Coupon with $10 Off)Free Brake InspectionFree Alignment CheckNO Coupons (we do not want to offer any coupons)Standard Disclaimer: Most vehicles. Offer not valid in conjunction with any other advertised special or discount. Tax andhazardous waste fees are extra. Must present coupon at time of write-up.HOURS OF OPERATIONHours of Operation: (Enter in your operating hours below.)Examples: 8:00 am to 5:30 pm / Closed Thursday:Monday:Friday:Tuesday:Saturday:Wednesday:SundayWEBSITE ADDRESS & CUSTOMIZATION (only for clients purchasing a website)Business Name To Appear on Website Banner: ____________________________________________________________________Website Customization - Please send your business logo, shop and staff photos, along with any custom website text toproduction@driverside.com You will also be able update your website yourself at any time, by clicking on the "Admin" button locatedin bottom right corner of your new website and entering your user name and password.Website Address - Enter your current or desired website address (domain / url) below (example: www.abcmotors.com). If this is a newwebsite, DriverSide will register your requested address, but please confirm the domain is available at www.domain.com. For existingsites, DriverSide will redirect your existing domain to the new website (please enter your current domain account information below).New Website - Requested website address: _____________________________________________________Replacing Current Website current address: _____________________________________________________Current Website Domain Host:______________________________ User Name: _________________ Password: _________________(example: GoDaddy.com)Fax Enrollment Form to (415) 358-8130 Page 2 of 4 HXL 12-2012

CLIENT INFORMATION:Business Name:SHOP MANAGEMENT SYSTEM (SMS) INFORMATIONPlease select your shop management system (SMS) (The system you use to “Write Sales Tickets”) from the list of supported systemsbelow. Also enter below the name, phone number and email address of the client contact person we should contact if there is a questionor follow-up needed regarding the SMS data extractions.Please setup the SMS integration now by going to http://demo.driverside.com/in and downloading the data extraction software, thenfollowing the on-screen directions. The SMS Systems listed in Bold below do not require in-store setup. If you have any questionsduring the download and setup process, please call 415-217-8800 x121 between 9 am - 5 pm PST.Check Box if SMS Setup was completed at Sign-Up (completing SMS setup at sign-up will accelerate Activation)Contact Person: Phone: Email:Shop Management Systems (SMS):All Data InvoMax Repair Shop DirectorAndreoli & Associates JMK (Computerized TDIS) RO WriterASA Tire Master(TireMaster and TreadX versions only)Lankar Pro (Lankar / Autogence)Sage MicrosystemsAutos2000 LubeSoft (ISI - Integrated Services Inc.) Service Writer (Activant / Epicor)(Windows Version Only)AutoBiz (TABS) Maddenco (Tire Dealer System) Shop Controller(Alliance Computer Services Inc.)Auto Cat ManagerSE ShopKey (Snap-on)Automotive Expert MKey (Meineke) Simply GeniusAutoShop (Winworks Software) MaxxTraxx (Scott Systems) StockTrac (Janco International)BayMaster (Applied Computer Resources) Mitchell1 SuperFredDST (Navex) NAPA Tracs Tire Guru (ABMS)Exceed (Signal Extraprise)Pos-i-Lube (Auto Data Inc.) (Auto Data mayrequire client to pay an additional data fee )Garage Operator PM Attendant Yes Management (Pace Computer)Goodyear GBMS systemProtractor1. SERVICES. DriverSide, Inc., a California corporation, with its principal placeof business at 639 Front Street, 4 th Floor, San Francisco, CA and/or itsaffiliates (“DriverSide”) will provide you ("Client") with the purchasedcustomer acquisition and retention marketing products and servicesdescribed below (the “Services”). These Service Offering Terms &Conditions are part of the Agreement executed by you with DriverSide (this“Agreement”). Upon termination of the Services, for any reasonwhatsoever, Client must immediately discontinue the use of the Servicesand promptly return all accompanying DriverSide business materials.Website – DriverSide shall create a website for your business. Thewebsite shall include the following features: Homepage, About Us, OnlineGarage, Services, Map & Directions, Coupons, Promotions, AppointmentRequests, Customer Survey, Contact Us and other features when available.The Website will also include an online back office system to personalize,edit and update your website content and providing reporting on thewebsite visits and page views.Vehicle Garage – DriverSide shall create a personalized vehicle webpage for each of Client’s customers. The Vehicle Garage service alsoincludes: a vehicle-specific maintenance schedule, customer access to theirvehicle service history (downloaded from your Point-Of-Sale (POS)system), sales and service specials, maps, directions and more. TheVehicle Garage will generate automatic email reminders based on thedriving patterns of your customers and the OEM maintenance schedule fortheir vehicles. The Vehicle Garage also provides back office reporting onemail activity, web trends, service tracking and customer email collection.Ematch – DriverSide shall match the Client’s Customer Records to anopt-in permission-based email database, and shall provide Client with amatching customer’s email address, when available. The Ematch servicecan only be provided for a Client’s existing customers (but not prospects)as defined by federal and state laws.Reputation Driver – DriverSide shall send a survey email to customersafter their recent service visit. Customer survey responses are publishedonline to promote your business and help you attract new customers. TheReputation Driver service also includes an online back office system tomonitor your customer survey responses.DriverSide Terms & ConditionsFax Enrollment Form to (415) 358-8130 Page 3 of 4 HXL 12-2012VAST2. DRIVERSIDE LICENSE. DriverSide grants Client a non-exclusive right andlicense (the “License”) for Client personnel, customers and prospects (“End-Users”) to use the Services. Client shall require that all End-Users expresslyuse the Services for individual / personal purposes and not for commercial /business purposes.3. PAYMENT. All fees and estimated charges are due in advance, even if notinvoiced. DriverSide may withhold Services if Client does not have sufficientfunds on deposit with DriverSide to cover such Services. Client isresponsible for any sales, use or other transaction based taxes arising fromthis Agreement. Invoices are due upon receipt and considered late afterthirty (30) days from the invoice date. Client must pay all invoice amountswithout offset. Interest at a rate equal to one and one-half (1.5%) percentper month or any portion thereof or such lower rate as may be themaximum rate permitted under applicable law will be applied to anypayments during the period between the date such payments first becomedue and the date such payments are actually paid to DriverSide.Additionally, Client agrees to pay all of DriverSide’s collection costs,including without limitation DriverSide’s reasonable attorneys’ fees.DriverSide reserves the right to change the Fees and Payment Terms forServices during the term of this agreement upon a minimum of thirty (30)days advance written notice only for increased costs beyond DriverSide’scontrol. By way of example only, such costs may include such things as apostage increase or increase in raw materials “Paper” costs. Except for thecustomization expressly specified in this Agreement, no programmingupdates or enhancements of the Services are provided as part of these fees.4. DATA. Client authorizes DriverSide or its agent to access Client’s customerrecords, including sales transaction history from their POS, from time totime to extract copy and use its End User and other information (“ClientData”). If DriverSide or its agent is not able to access Client’s POS, Clientagrees to provide Client Data to DriverSide or its designee via FTP or othermutually agreeable format and/or method. DriverSide acknowledges theClient Data is the property of Client. Aggregated program reporting will beprovided to Chevron for the sole purpose of improving Client capabilities andresults, and enhancing the Clients consumer value proposition. Chevron willnot have access to individual customer information. CLIENT GRANTS TODRIVERSIDE AND ITS DESIGNEE A LICENSE AND THE RIGHT TO USE, COPY

AND ADAPT CLIENT’S DATA TO THE EXTENT NECESSARY TO PROVIDE ANDENHANCE THE SERVICES.5. CLIENT REPRESENTATIONS. Client represents that: (a) the Client Datahas been lawfully collected and compiled for consumers pursuant to a noticethat advised them that their personal data was being collected; (b) that theClient has the full right and authority to deliver the Client Data toDriverSide; (c) that DriverSide communications to End Users in the ClientData shall not violate Client’s privacy policy, terms of service for its EndUsers, or the privacy rights of the Client’s Consumers; (d) that each EndUser record in the Client Data is an actual End User of Client and specificallynot a prospect; and (e) that the Client Data shall comply with all applicablelocal, state and federal laws, and all applicable Federal Trade Commissionregulations and/or opinions.6. DRIVERSIDE REPRESENTATIONS. DriverSide represents that: (a) allEmatch email addresses are obtained from an opt-in website or service andthat all provided customer email addresses are opt-in; (b) DriverSide willnot obtain email addresses from any individuals who have not opted-in, orotherwise consented to the retrieval of said customer's email address; (c) tothe best of its knowledge, the Services do not infringe upon or violate anyknown United States patent, copyright, trademark, service mark or othertrade secrets; (d) DriverSide holds all licenses, permits, consents,approvals, releases, waivers or other authorizations, whether governmentalor otherwise, which are necessary for the provision of the Services to Client.With respect to the foregoing, DriverSide does not represent that theServices are error free or as having been cleansed against all state andfederal do not call lists.7. USE OF EMATCH EMAILS. Client covenants that the customer Ematchemail addresses provided by DriverSide shall only be used by the Client.Client shall use such data for Client’s End User marketing and managementpurposes only, and Client shall not transfer possession, right or title of or tosuch data for any other purpose whatsoever except as permitted underapplicable law.8. INDEMNIFICATION. Client shall indemnify, defend, and hold harmlessDriverSide against all third party claims, actions, and liabilities (including allreasonable costs, expenses, and attorneys’ fees) arising from or inconnection with: (a) Client’s sale, resale, or promotion of the Client Data;(b) Client’s breach of any of its obligations or representations under thisAgreement; (c) any claim arising out of or relating to Client’s use of theServices outside the scope of this Agreement, and (d) any allegation thatthe Client Data and/or any communication with the Client Data violates anythird party’s intellectual property rights or privacy rights. DriverSide shallpromptly notify Client in writing of all such claims and shall accommodateClient’s reasonable requests for cooperation and information.9. WARRANTY. EXCEPT AS EXPRESSLY SET FORTH IN THISAGREEMENT, DRIVERSIDE MAKES NO WARRANTY WHATSOEVERAS TO THE SERVICES, EXPRESS OR IMPLIED. DRIVERSIDEEXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES THAT COULDBE IMPLIED IN CONTRACT, IN LAW OR IN EQUITY, INCLUDINGWITHOUT LIMITATION ANY IMPLIED WARRANTY OFMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,QUALITY, ACCURACY, COMPLETENESS, RELIABILITY, ORPERFORMANCE OR ARISING FROM USAGE OF TRADE, COURSE OFDEALING, OR COURSE OF PERFORMANCE.10. LIMITATION OF LIABILITY. IN NO EVENT SHALL DRIVERSIDEBE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY,CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE LOSS, DAMAGE, OREXPENSE (INCLUDING LOST PROFITS) ARISING OUT OF OR INCONNECTION WITH THIS AGREEMENT. THE LIMIT OFDRIVERSIDE’S LIABILITY (WHETHER IN CONTRACT, TORT,NEGLIGENCE, STRICT LIABILITY IN TORT OR BY STATUTE, OROTHERWISE) FOR ANY AND ALL LEGAL CLAIMS RELATED TO THISAGREEMENT SHALL NOT, IN THE AGGREGATE, EXCEED THEAMOUNT PAID BY CLIENT TO DRIVERSIDE UNDER THISAGREEMENT.11. WAIVER. Failure on the part of either party to complain of any action ornon-action of the other party shall not be deemed to be a waiver of anyrights under this Agreement. No waiver of any of the provisions of thisAgreement shall be deemed to be a waiver of other provisions of thisAgreement, and a waiver at any time of the provisions of this Agreementshall not be construed as a wavier at any subsequent time of the sameprovisions.12. OWNERSHIP OF INTELLECTUAL AND OTHER PROPERTY. Client shallretain all rights to and exclusive ownership of the Client Data, as shall existfrom time to time. All promotional ideas, concepts, plans, programs, andother work conceived and/or developed by DriverSide and made available toClient pursuant to this Agreement shall not be deemed “work made for hire”under the applicable copyright laws, and shall be owned, exclusively, byDriverSide. DriverSide has developed and maintains various proprietarysoftware applications, online services, computerized data aggregation,analysis and processing systems (the "DriverSide Systems") through whichthe Client Data may be aggregated, analyzed, modified and complied into aset of archive tables, which will represent all of the Client’s customer andother information that may be provided or made available to DriverSide byClient from time to time hereunder (the "DriverSide Database"). DriverSideshall retain all rights to and exclusive ownership of: (i) its service marks“DriverSide”, “Vehicle Garage", and eMatch; (ii) its prior-existing patents,trademarks, copyrights, service marks, proprietary systems and intellectualproperty whatsoever; (iii) the DriverSide Systems; and (iv) the DriverSideDatabase. Certain content provided by the Services is licensed to DriverSideby Third Parties. Client’s rights to such content are limited by the terms ofthis Agreement and the End-User Terms & Conditions contained on theervice website, and such rights shall terminate immediately upontermination of this Agreement. In connection with DriverSide’s licensingagreement of vehicle maintenance schedules from Motor InformationSystems, Client: (a) shall not and shall not permit others to (i) alter, copy ormake such data part of any electronic retrieval system; (ii) create anyderivative work from or adaptation of the databases (iii) lease, license, sellor otherwise publish, or distribute in any form or medium all or any part ofthe databases contained in the DriverSide Services.13. GOVERNING LAW. This Agreement will be deemed entered into in SanFrancisco County, California and will be governed by and interpreted inaccordance with substantive laws of the State of California. No action(including arbitration), regardless of form, related to the Services may bebrought by Client more than one year after the cause of action has accrued.14. NOTICE. Any notice given under this Agreement must be in writing and willbe effective when delivered by hand or other receipted delivery service, orthree (3) business days after such notice is mailed by certified mail, returnreceipt requested, to the address first stated in this Agreement or such otheraddress as provided by a party to the other under this Agreement.15. ASSIGNMENT. This authorization will bind and benefit Client, DriverSideand any permitted successors and assigns. DriverSide may delegate any ofits obligations under this Agreement. Client agrees that DriverSide mayassign the right to receive any payment or obligation from Client, by givingnotice to Client and any such permitted assignee will have all such rightswithout right of set off or counterclaim. Client may not assign or transferany rights or obligations under this Agreement without prior written consent,except that Client may assign this Agreement in its entirety to its successorin the event of a merger, corporate reorganization or a sale of all orsubstantially all of its assets.16. SEVERABILITY. If any clause or provision of this Agreement is illegal,invalid or unenforceable under applicable present or future laws effectiveduring the term of this Agreement, the remainder of this Agreement shallnot be affected. In lieu of each clause or provision of this Agreement that isillegal, invalid or unenforceable, there shall be added as a part of thisAgreement a clause or provision as nearly identical as may be possible andas may be legal, valid and enforceable.17. AUTHORITY. The parties represent and warrant that each has the full andexclusive right and authority to enter into this Agreement, and that allnecessary corporate or other action have been taken to make this a fullybinding and enforceable contract between the parties.18. ATTORNEYS’ FEES, COSTS. In any proceeding or action to enforce theprovisions of this Agreement, the prevailing party shall be entitled to recoverfrom the other party hereto all reasonable attorneys' fees, court costs andother expenses incurred in connection therewith, including such fees andcosts in the trial court and on any appeal.19. ENTIRE AGREEMENT. This Agreement constitutes the entire agreementbetween the parties hereto with respect to the subject matter hereof and,upon its effectiveness, shall supersede all prior agreements, understandingsand arrangements, both oral and written, between DriverSide and Clientwith respect to such subject matter. This Agreement may not be modified inany way unless by a written instrument signed by both DriverSide andClient. In case of conflict between this Agreement and any other ServiceOrder Form signed by Client, this Agreement prevails.Fax Enrollment Form to (415) 358-8130 Page 4 of 4 12- 2012