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    FloorForce, LLC

    Dealer Website Agreement (“Agreement”) updated

    5/06/15

    FloorForce, LLC, 990 S Rogers Circle, Boca Raton, Florida 33487 Agreement Term: Month to Month, 12 Months, 24 Months, 36 months

    FloorForce™ offers the Dealer the opportunity to create a new website (the “Dealer Site”) utilizing state of the art technology that FloorForce™ has developed.

    For all program options, the Dealer shall provide FloorForce™ with the following information, as applicable for the Dealer, which is collectively referred to as the “Dealer Information” and will be gathered during the “Dealer Pre- flight Webinar”.

    ︎ Dealer’s address(es)

    ︎ Dealer’s LOGO
    • Dealers URL & Domain Credentials
    ︎ About Us info
    • “Services” list (3 minimum)
    • ︎ Store Hours
    • Phone Numbers
    • Product Categories
      • And any additional information that the dealer deems appropriate in the

        completion of their website.

    FloorForce™ will undertake reasonable efforts to incorporate the Dealer Information into FloorForce’s™ general dealer website.

    FloorForce™ undertakes no duty to proofread, verify for accuracy or make corrections to the Dealer Information. The Dealer acknowledges and agrees that the Dealer’s Site and hosting will be managed at all times during the Term of this Agreement. Dealer shall cooperate with FloorForce™ so that Dealer’s domain name is redirected to the FF Dealer Website. Following the Term, the Dealer shall have no rights in and to Dealer Site, or any of the content therein, other than the Dealer Information that was provided to FloorForce™. After this Agreement has terminated or expired, and for a period that shall continue for the shorter of (a) one year; or (b) the length of the Term, FloorForce™ will undertake reasonable efforts to redirect traffic to the Dealer’s domain name. Following the Term of this Agreement, FloorForce™ shall have no obligation to maintain the Dealer Site or any content that was set forth therein, either as a live website or otherwise. FloorForce™ shall solely be obligated to undertake efforts to redirect traffic as set forth above.

    The FloorForce™ website platform also provides a section where the Dealer can incorporate promotional coupons for website viewers. The Dealer shall have the option to utilize its own coupons, in which case they should be provided to FloorForce™ with the other Dealer Information, or it may utilize coupon template(s) that are provided by FloorForce™ (the “Coupon Template(s)”). Dealer acknowledges and agrees that FloorForce™ currently has established a coupon repository of Template(s), and it may, but shall have no obligation to, create additional templates if it so chooses. If it wishes to use the Coupon Template(s), the Dealer shall provide written notice to FloorForce™. Thereafter, FloorForce™ will provide Dealer with access to the Coupon Template(s) repository and instructions on how the Dealer may customize the Coupon Template(s). Upon providing these instructions to the Dealer, FloorForce™ is granting a non- exclusive, non- transferable, fully revocable user license to the Dealer to utilize FloorForce’s intellectual property in the Coupon Template(s). However, Dealer may not utilize any of the coupons created utilizing the Coupon Template(s), whether customized or not, after the Term of this Agreement. Dealer acknowledges that whether or not it establishes any promotional programs, or offers any coupons, is in it’s discretion. It is solely the Dealer’s responsibility to determine what incentives are appropriate for its business and products. Regardless of whether or not the Dealer has utilized FloorForce™ Coupon Template(s), the creation and implementation of such coupons are solely the Dealer’s responsibility.

    So long as the Dealer timely provides FloorForce™ with its Dealer Information, FloorForce™ will coordinate with the Dealer so as to set up the Dealer Site in the first instance. The dealer will be provided access to the dealers staging site for review. The accuracy of changes to the Dealer Site, including any modifications that the Dealer wishes to make to any of the Dealer Information, is solely the Dealer’s responsibility.

    Dealer acknowledges that the initial set up of the Dealer Site, includes FloorForce’s incorporation of up to 10 total room scene images by product category. FloorForce™ will have no liability for any act or omission by its support service and their agents and colleagues other than that involving gross negligence or intentional misconduct. The Dealer acknowledges that FloorForce’s obligations relating to the Dealer Site shall be deemed complete once (a) the Dealer Site is launched and (b) FloorForce™ has provided the Dealer with its administrative log-in information to modify its own Dealer Site as described below. Dealer acknowledges and agrees that the FloorForce™ services hereunder are strictly contingent upon Dealer’s timely provision of the Dealer Information, and Dealer’s cooperation with FloorForce’s requests. Regardless of whether or not the Dealer is utilizing a Dealer Site, Dealer acknowledges and agrees that the operation of its website is its own responsibility, and not that of FloorForce™.FloorForce™ is not providing the Dealer with legal advice and it is solely the Dealer’s responsibility to ensure that the content that it includes on its website, and the operation of that site more generally, comport with legal requirements.

    The Dealer will be able to update and maintain its Dealer Site and modify its Dealer Information via administrative rights to its Dealer Sites. The login information that is utilized to implement these administrative rights is referred to as the “Account Administrator Information”. Without limitation, the Dealer acknowledges that others may be able to modify the Dealer Site or the Dealer Information contained therein if the Dealer allows any person or entity to learn its Administrator Account Information and/or if it does not properly log-out of a session when it has accessed the Administrator Account Information. Accordingly, FloorForce™ is hereby advising the Dealer to protect its Account Administrator Information. FloorForce™ is not responsible for any third party access or use of the Administrator Account Information or any changes that are made to the Dealer Site relating thereto, whether authorized by the Dealer or not.

    FloorForce™ PRODUCT LIBRARY; THE DEALER PRODUCT LIBRARY; AND THE DEALER PRODUCT CATALOG

    Quick Reference:

    ︎ FF Product Library: The full library of products that FloorForce™maintains within the FloorForce™ database for display in the product catalog .

    ︎ Dealer Product Catalog: Select products from the FF Product Library that the Dealer is authorized by its suppliers to sell, or other products that the Dealer has added, which are visible within the product listing page of the Dealer’s website.

    FF Product Library

    FloorForce™ maintains a limited product database for the FloorForce™ Product Catalog at Floorforces discretion. The products that FloorForce™ has elected to include are considered to be within the FloorForce™ “FF Product Library”.

    Dealer acknowledges and agrees that not all of the products within the FF Product Library will be available to it and its customers. FloorForce™ has negotiated, and is in the process of negotiating, arrangements with certain manufacturers to secure their authorization to include some or all of the manufacturers’ products within the FF Product Library. However, these authorizations may be conditional or limited, and may, in fact, only allow for certain dealers to have access, and to utilize, the manufacturer’s products within the FF Product Library.

    Dealer acknowledges and agrees that a limited number of products may be visible and available to the Dealer’s product catalog when they use certain versions of the FloorForce™ program. Products may be removed or limited in the event that (a) a manufacturer has requested that the Dealer not have access to those products.

    The Dealer’s product catalog may not incorporate all flooring products that are included within the FF Product Library. Only those flooring products that the Dealer is authorized to sell will be added to the Dealer Product Library (as defined below) and will be accessible to Dealer’s customers on the version of the FloorForce™ platform being utilized by the Dealer.

    Dealer Product Catalog

    The Dealer shall not add any product to the Dealer Product Catalog for which it has not obtained the advance written authorization of that product’s manufacturer. Dealer shall provide proof of such authorization to FloorForce™ upon its request. Subject to the manufacturer’s advance authorization, the Dealer may upload a limited number of products to its Dealer Product Catalog based on the edition of FloorForce the dealer has subscribed. There is currently no fee for the addition of a product to the Dealer Product Catalog so long as the Dealer handles this independently. Dealer acknowledges and agrees that the addition of a product within the Dealer Product Catalog is limited.

    SET-UP FEES, MONTHLY PAYMENT, SKU ENTRY FEES Set-Up Fee
    • ︎ Dealer shall provide FloorForce™ with a non-refundable payment immediately upon the execution of this Agreement (the “Set- up Fee”). The Set-up Fee shall be payable by the Dealer regardless of whether or not it opts out of certain offerings, and/or regardless of which options it chooses with regard to this Agreement.
    • ︎ The Dealer acknowledges and agrees that the non-refundable Set-up Fee is currently $2,499.00. However, this fee is subject to change up until the time that the Agreement is executed and returned to FloorForce™. In the event that the Dealer delays in returning the Agreement to FloorForce™, it acknowledges that the Set-up Fee stated herein may have increased in the meantime. Copyright Release for Graphic Images, Photography and Existing Content
    By signing this agreement, I authorize and release to FloorForce,LLC the use of:
      ︎ All Graphic Images residing on my existing website.
    • ︎ All Photography (including product and gallery images) residing on my existing websites for use on new website.
    • ︎ All Existing Content (including current Search Engine Optimization data residing) on my existing website for use on new website.
    • ︎ Dealer agrees to indemnify, hold harmless and defend FF, its parent companies, subsidiaries, affiliates or other related entities and any of their members, shareholders, directors, officers, employees, contractors, representatives, attorneys or agents (collectively, “FF Parties”) with respect to any claim, demand, cause of action, liability, damages, costs or expenses, including reasonable attorneys’ fees and expenses of FF’s selected attorneys, relating whether directly or indirectly to any acts or omissions, negligence, unauthorized use of copywrited material, or the breach of any contractual duty by the Dealer, its respective officers, members, agents, employees, attorneys, affiliates, successors and assigns in connection with this material.

      Website Launch (“Go Live”)

    • ︎ Dealer acknowledges its obligation under this agreement to provide FloorForce with information requested at the time of the dealer signup. Dealer acknowledges that they are solely responsible for providing this information to FloorForce in a timely manner as to facilitate the launch (“Go Live”) of the website.
    • ︎ The Dealer acknowledges and agrees that their site will launch (“Go Live”) no later than 30 days from the date of website completion. Any delays by the dealer, that are not the responsibility of FloorForce, shall not delay the launch (“Go Live”) of the site.
    • ︎ The Dealer acknowledges and agrees that monthly maintenance billing will begin upon the launch (“Go Live”) date of the site. Dealer further acknowledges and agrees that the launch (“Go Live”) date will be no longer than 30 days of the site being completed.
    Monthly Payment
    • ︎ In addition, Dealer shall make monthly payments to FloorForce™ for FloorForce’s services (“Monthly Payment”, or “Monthly Payments”). The Monthly Payment shall consist of the Base Monthly Fee plus any additional fees charged for any additional locations or other services provided by FloorForce®. All Internet Marketing Service Fees are paid for the month in advance.
    • ︎ The Monthly Payment to be made by the Dealer will be calculated based upon the number of Additional Locations that the Dealer has. The minimum Monthly Payment is base monthly fee associated with each service option (the “Base Monthly Fee”). In addition, the Monthly Payment shall be increased by $49.00 for each Additional Location (the “Additional Location Fees”) for additional SEO services rendered prior to the launch of the website and for a term of one year from the date of launch (“Go Live”).
    • ︎ There will be no Monthly Payment owed by the Dealer until the Dealer Site is launched. The Monthly Payment will be due 30 days after the Delivery Date and will continue thereafter to be due on the same day of each month of the Term.

    ︎ FloorForce™ shall not increase the Base Monthly Fee or the Additional Location Fees during the Initial Term of this Agreement. Thereafter, and during the Continued Term, FloorForce™ retains the right to increase the Monthly Payments at any time, in its discretion.

    ︎ The Monthly Payments are stated exclusive of any applicable sales tax that the Dealer may need to pay, as determined by applicable state laws.

    ︎ Restoration Fee: In the event that a dealer becomes past due, defined as being 90 days past the due date of an invoice, the dealers website will be temporarily suspended. A message will be placed on the dealer’s URL that the website is “temporarily unavailable.” Upon bringing the account current, plus a $75 restoration fee, the dealers website will be immediately reactivated. 

    TERM

    The term of this Agreement shall commence as of the Effective Date and continue until terminated as set forth herein (the “Term”). The period between the Effective Date and the Delivery Date shall be determined to be the “Preliminary Term.” The Term of this Agreement shall then continue for an initial term that runs from the Delivery Date (the “Initial Term”). The Initial Term is set based upon the option selected by the Dealer. In other words, if the Dealer selects a three year Initial Term, the Dealer is agreeing to be bound to this Agreement as of the Effective Date and for three years running from the Delivery Date. Thereafter, this Agreement shall continue on a month-to-month basis (the continued portion of the Term beyond the Initial Term hereinafter being referred to as the “Continued Term”). The Parties acknowledge and agree that the prices set forth herein are only guaranteed for the Initial Term. FloorForce™ may increase the Monthly Payment and any other fees in its discretion during the Continued Term.

    The Dealer may only terminate this Agreement upon thirty days’ advance written notice to FloorForce™.

    FloorForce™ may terminate this Agreement at any time on thirty days’ written notice to Dealer. Upon any termination or expiration of the Agreement, FloorForce™ may terminate, discontinue and/or close Dealer’s account and remove Dealer and its Dealer IP from any of FloorForce’s programs or technologies. FloorForce™ shall have no obligation to compensate Dealer for any costs, actual or consequential, that arise from the termination of this Agreement. Without limitation, immediately upon termination or expiration of this Agreement, Dealer shall discontinue any use of the FloorForce™ IP.

    Legal Terms and Conditions

    THIS IS SUBJECT TO THE LEGAL TERMS AND CONDITIONS ATTACHED HERETO. THE PARTIES HEREBY MEMORIALIZE THAT THEY HAVE HAD THE OPPORTUNITY TO REVIEW THIS AGREEMENT, INCLUDING THE ATTACHED TERMS AND CONDITIONS, WITH INDEPENDENT COUNSEL BEFORE EXECUTING IT; HAVE ASKED ANY QUESTIONS THEY HAVE WITH RESPECT TO THIS AGREEMENT; HAVE REVIEWED THE AGREEMENT FULLY AND COMPLETELY; AND EACH BELIEVE IT IS IN THEIR BEST INTEREST TO ENTER INTO THE AGREEMENT.

    Dealer IP. Dealer shall retain all rights in and to the Dealer Information, any Dealer supplied photographs or videos and their related intellectual property (collectively, “Dealer IP”). Dealer makes the material representation and warranty upon which it seeks FF to reasonably rely, that all Dealer IP (a) has been created or developed by Dealer; (b) has been developed by an employee or independent contractor of the Dealer who is subject to a work-for-hire or assignment agreement with the Dealer; or (c) has been licensed for Dealer’s use by a third party. Dealer hereby grants FF a worldwide, royalty-free, perpetual and fully sub-licensable license to use, reproduce, republish, modify, adapt, translate, create derivative works from, publicly perform, publicly display and distribute the Dealer IP, in any form, media or technology. This license shall continue throughout the Term of this Agreement. Dealer hereby authorizes FF to indicate that Dealer is an “FF Dealer” on FF’s website or other such terms to indicate that the Dealer’s products and/or services may be accessed through FF. Dealer specifically authorizes FF to file the entire content of FF’s website for registration with the Library of Congress in FF’s name, even though it may include Dealer IP.

    FF IP. Dealer acknowledges and agrees that any and all intellectual property that is provided to the Dealer by FF, created or developed or otherwise owned by FF, including but not limited to, the FF website, Dealer Site, coupon templates, FF Product Library, the Dealer Product Library, the Dealer Product Catalog and all intellectual property rights underlying those materials and programs (collectively, the “FF IP”) shall be the sole and exclusive property of FF. Subject to the terms and conditions herein and only for the Term, FF hereby provides Dealer with a limited, non-exclusive, non-transferable, fully revocable license to use the FF IP as outlined herein. Dealer shall not and shall ensure that its sales representatives and customers do not: (a) use the FF IP other than as set forth herein or (b) otherwise do anything to impair FF’s rights in and to the FF IP. Dealer agrees not to alter, copy, decode, decompile or reverse engineer any of the FF IP, any passwords or security measures related thereto or the documentation comprised within these applications and/or programs. Dealer shall undertake best efforts to ensure compliance with the foregoing by its agents, employees, contractors and customers. Dealer acknowledges and agrees that any modifications that it may suggest to FF”s business model or any of the FF IP shall be FF’s sole and exclusive property. Without limitation, Dealer hereby quitclaim assigns to FF all right, title and interest in and to the same, including, but not limited to all related intellectual property rights relating thereto. Dealer shall treat all information and materials received or acquired by it in connection with this Agreement or the performance thereof as strictly confidential and shall not directly or indirectly, use or disclose the same to any third party. Any and all business, work or work product provided to Dealer by FF in the course of this Agreement is the property of FF and shall be returned to FF immediately upon the termination of this Agreement. Without limitation, Dealer acknowledges that information obtained through the customer registration process, whether or not through the Dealer’s version of the Virtual Room Designer, and information relating to customers’ use of Dealer’s website and its Virtual Room Designer, including without limitation, transactional history, shall be considered to be the property of FF. Dealer acknowledges that FF may share general statistics about these transactions, traffic volume and other information about Dealer’s use of FF’s systems and services in its marketing and business efforts. Nevertheless, upon Dealer’s written request, and only to the extent permitted by law and FF’s then-current privacy policies, FF will provide Dealer with contact information relating to those customers who have registered with FF through the Dealer. Dealer Representations and Covenants. Dealer makes the following material representations upon which it requests FF to reasonably rely: (a) Dealer has the full right and authority to enter into this Agreement; and (b) Dealer is authorized to operate its business at the location of any Additional Locator Listings. All of Dealer’s representations, whether stated here or elsewhere in this Agreement, shall continue in perpetuity. Dealer covenants that (a) any and all information and/or materials provided to FF will not infringe upon or violate any rights of any person or entity; (b) it will immediately notify FF if any of the above information changes.

    Disclaimer of Warranties; Limitation of Liability. FF makes no warranties or representations regarding the quality, reliability or effectiveness of its services, and/ or any outcome or result of its services. All of FF’s products and services are “AS IS.” Dealer acknowledges and assumes all risks related, directly or indirectly, to the performance of the services or any of the equipment and programs delivered to Dealer by FF. Without limitation, FF makes no representation or warranty that the FF website and any of FF’s

    applications, modules and/or software shall be uninterrupted, timely, secure, error free or available at all times and/or at any specific time; nor does FF make any representations or warranties as to the quality, fitness, accuracy or wholeness of the same. Dealer specifically acknowledges and agrees that there may be times where the FF website, FF Product Library, the Dealer Product Library, the Dealer Product Catalog cannot be accessed and/or viewed due to routine downtime. Dealer understands that any use or viewing of material and/or data downloaded or otherwise obtained through the FF website and/or from FF is done AT ITS OWN RISK and that solely the Dealer will be responsible for any resulting damage to its computer system or loss of data. FF SPECIFICALLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE CONCERNING ANY MATTER RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THOSE THAT RELATE TO THE DEALER SITE, VIRTUAL ROOM DESIGNER, FF PRODUCT LIBRARY, THE DEALER PRODUCT LIBRARY, THE DEALER PRODUCT CATALOG. Some jurisdictions do not allow the elimination of certain warranties, so some of the above exclusions may not apply to the Dealer. However, only those adjudicated to be prohibited by that jurisdiction shall be excluded and severed and the remainder of the other warranties, limitations and exclusions shall remain in full force and effect to the maximum extent permitted by law. IT IS HEREBY STIPULATED AND AGREED BY THE PARTIES HERETO THAT TRIAL BY JURY IS WAIVED. THE STATUTE OF LIMITATIONS WITH REGARD TO ANY PROCEEDING DIRECTLY OR INDIRECTLY RELATED TO THE BREACH OF THIS AGREEMENT, SHALL BE LIMITED TO ONE (1) YEAR FROM THE DATE OF OCCURRENCE OF THE BREACH, ACT OR OMISSION, EXCEPT AS TO ANY CLAIM FOR INDEMNIFICATION OR CONTRIBUTION. IF FF SHOULD BE FOUND LIABLE FOR ANY LOSS OR DAMAGE WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH THIS AGREEMENT AND/OR THE SERVICES AND PRODUCTS PROVIDED HEREUNDER, FF’S LIABILITY SHALL IN NO EVENT EXCEED ONE MONTHLY PAYMENT THAT HAS BEEN PAID TO FF HEREUNDER. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FF BE LIABLE UNDER THIS AGREEMENT FOR ANY ADDITIONAL DAMAGES FOR ANY LOSS, CLAIM, DAMAGE OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND. Third Party Components. FF’s software, programs and/or web-based applications may require third- party components (“Third-Party Components”) in order to work properly. THE INSTALLATION AND USE OF THE THIRD-PARTY COMPONENTS MAY BE GOVERNED BY ADDITIONAL LICENSE AGREEMENTS OTHER THAN THIS AGREEMENT which Dealer may be required to accept in order to meet certain system requirements. The Dealer acknowledges and agrees that (a) FF has no responsibility for the accuracy, reliability or safety of any Third-Party Components; (b) this Agreement shall not be construed to constitute an endorsement by, or association with, FF of any Third- Party Components; and (c) FF is not responsible or liable for any damage or loss caused by or in connection with use of or reliance on any such Third-Party Components.

    Indemnification. Dealer agrees to indemnify, hold harmless and defend FF, its parent companies, subsidiaries, affiliates or other related entities and any of their members, shareholders, directors, officers, employees, contractors, representatives, attorneys or agents (collectively, “FF Parties”) with respect to any claim, demand, cause of action, debt, liability, damages, costs or expenses, including reasonable attorneys’ fees and expenses of FF’s selected attorneys, relating whether directly or indirectly to any acts or omissions or the breach of any contractual duty by the Dealer, its respective officers, members, agents, employees, attorneys, affiliates, successors and assigns in connection with this Agreement.

    Notices. All notices that are to be given under this Agreement must be in writing and delivered to the addresses set forth in this Agreement by way of personal delivery, certified mail, return receipt requested or delivery by a commercial carrier. Service of process initiating any proceeding shall be deemed effective when delivered in accordance with this provision or otherwise in accordance with the laws and procedures of the State of Florida.

    Jurisdiction. This Agreement shall be governed by the laws of the State of Florida without giving effect to the principles governing conflicts of laws. Each Party consents that the exclusive jurisdiction and venue for any dispute, whether directly or indirectly related or collateral to this Agreement and any other claims or disputes, whether between or among

    th

    the Parties, shall be in the Circuit Courts of the 7 Judicial Circuit of the State of Florida, Palm Beach County, or should federal jurisdiction exist, at the option of either Party, the United States District Court for the Southern District of Florida, West Palm Beach

    Division. Nevertheless, FF shall have the right to institute an action for equitable relief against the Dealer in any court, anywhere in the world, as Company deems necessary to protect its rights and maintain the status quo. The jurisdiction provision within this Section shall not be deemed to prohibit such action.

    Miscellaneous. Dealer agrees that should FF have to undertake any effort to enforce this Agreement including, without limitation, in the event of Dealer’s breach of the Agreement, Dealer shall pay the actual attorney’s fees and costs of the FF Parties. BY SIGNING BELOW or BY SELECTING THE BOX AT THE TIME OF SIGNUP ON THE FLOORFORCE WEBSITE TO AGREE TO ALL TERMS AND CONDITIONS, DEALER ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT AND FULLY UNDERSTANDS IT. DEALER ACKNOWLEDGES THAT THIS AGREEMENT EMBODIES THE ENTIRE UNDERSTANDING BETWEEN IT AND FF, AND SUPERSEDES ALL PRIOR AGREEMENTS OR UNDERSTANDINGS, WRITTEN OR ORAL. NEITHER THIS AGREEMENT, NOR ITS EXECUTION, HAS BEEN INDUCED BY ANY RELIANCE, REPRESENTATION, STIPULATION, WARRANTY OR UNDERSTANDING OF ANY KIND OTHER THAN THOSE EXPRESSED HEREIN. THE PARTIES AGREE THAT THIS AGREEMENT IS A NEGOTIATED DOCUMENT, AND AS SUCH ANY AMBIGUITIES SHALL NOT BE CONSTRUED AGAINST ITS DRAFTER. No course of dealing or failure by either Party to enforce any term hereof shall operate as a waiver. In the event any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the balance of it shall remain in full force and effect. This Agreement is binding on, and will inure to the benefit of, the named signatories and their respective legal representatives, heirs, successors in interest and assigns. This Agreement is not intended to be for the benefit of, and shall not be enforceable by any other individual or entity. Nothing in this Agreement, express or implied, is intended to or shall confer on any third party any rights (including third-party beneficiary rights), remedies, obligations or liabilities under or by reason of this Agreement. Dealer acknowledges that FF may freely assign its rights and obligations hereunder without advance notice to it. Nevertheless, Dealer may not assign any of its respective rights, if any, or delegate any of its obligations under this Agreement without the prior written consent of FF. A transfer of management or ownership control in Dealer shall constitute an assignment. Any assignment by Dealer in violation hereof shall be null and void. The Parties agree that the representations and warranties, disclaimer of warranties, limitation of liability, indemnification

    and jurisdiction provisions of this Agreement shall survive its termination or expiration. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same agreement and shall become effective when one or more counterparts have been executed by each of the parties hereto and delivered to the other. Further, this Agreement may be signed, an agreement box selected on the Website, sent by facsimile or scanned/email transmission, all of which shall be binding upon the parties as if signed in the original.

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