CF Search Marketing

EULA (End-User-License-Agreement)

THIS AGREEMENT is between CF Search Marketing (“Company”), with a principal place of business located at 600 Fairway Drive, Deerfield Beach FL 33441 and (“Customer”).

1. Term
   The term of this Agreement shall be three months. This Agreement shall automatically renew for consecutive one (1) months periods until terminated in accordance with Section 8 of this agreement.

2. Services Provided
   Company agrees to create, install, manage, develop and employ custom strategies according to the services listed on Exhibit A (the “Services”) attached hereto. Should Customer request Company to perform additional services beyond what is provided in Exhibit A, Company and Customer will negotiate in good faith with respect to the terms, conditions, and compensation for such additional services.  Any agreement for additional services will be set forth in writing and considered an addendum to this Agreement.  Additional agreements for services shall be deemed issued and accepted only if signed by authorized representatives for Customer and Company.
   
   The relationship between the parties is that of independent contractors. The details of the method and manner for performance of the Services by Company shall be under its own control, Customer being interested only in the results thereof.  Company shall be solely responsible for supervising, controlling and directing the details and manner of the completion of the Services.  Nothing in this Agreement shall give Customer the right to instruct, supervise, control, or direct the details and manner of the completion of the Services.  Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

3. Compensation
   Customer agrees to pay Company a monthly fee for services rendered under this Agreement as set forth in Exhibit A to this Agreement. Invoices will be sent on the 1^st of each month. Customer agrees that invoices will be payable within fifteen (15) days of receipt by Customer of an invoice from Company. 

4. Ownership
   All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of Company in the course of performing the Services (collectively, the “Deliverables”) shall be owned by Company.  Company hereby grants Customer a license to use all Intellectual Property Rights in the Deliverables free of additional charge and on a non-exclusive, non-transferable, non-sublicensable, fully paid-up, royalty-free and perpetual basis to the extent necessary to enable Customer to make reasonable use of the Deliverables and the Services.
   
   Notwithstanding the foregoing, it is understood that Company may, on occasion, license materials from third parties for inclusion in Work Product. In such circumstances, ownership of such licensed materials remains with the licensor at the conclusion of the term of the license. In such instances, Customer agrees that it remains bound by the terms of such licenses. Company will keep Customer informed of any such limitations.

5. Confidential
   From time to time during the Term of this Agreement, either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”), non-public, proprietary, and confidential information of Disclosing Party; provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party’s breach of this Section; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party’s possession prior to Disclosing Party’s disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information.  The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s Group who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party’s sole cost and expense, a protective order or other remedy. By way of illustration, Confidential Information includes, but is not limited to:  a party’s and/or its affiliates’ management procedures, strategies, fee schedules, networking strategies, customer lists, business and financial methods or practices, pricing, marketing materials, selling techniques and other proprietary information relating to a party’s and/or its affiliates’ business and strategies. 

6. Access
   In order to effectuate services, Customer shall designate one of its employees to serve as its primary contact with respect to this Agreement and to act as its authorized representative with respect to matters pertaining to this Agreement (the “Customer Contract Manager”), with such designation to remain in force unless and until a successor Customer Contract Manager is appointed; require that the Customer Contract Manager respond promptly to any reasonable requests from Company for instructions, information, or approvals required by Company to provide the Services; cooperate with Company in its performance of the Services and provide access to Customer’s premises, employees, contractors, and equipment as required to enable Company to provide the Services; and take all steps necessary, including obtaining any required licenses or consents, to prevent Customer-caused delays in Company’s provision of the Services.  Customer agrees to make available any access to websites, CRM, DMS, Analytics, Social Accounts or other resources deemed necessary by Company to fulfill its obligations under this Agreement.

7. General
   7.1 Entire Agreement and Notices
   This Agreement contains the entire Agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing.  All notices, requests, consents, claims, demands, waivers and other communications under this Agreement (each, a “Notice”, and with the correlative meaning “Notify”) must be in writing and addressed to the other Party at its address set forth in this Agreement (or to such other address that the receiving Party may designate from time to time in accordance with this Section). Unless otherwise agreed herein, all Notices must be delivered by personal delivery, nationally recognized overnight courier or certified or registered mail (in each case, return receipt requested, postage prepaid).
   
   7.2 Governing Law
   This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Exclusive jurisdiction and venue shall be in the civil courts of Broward County.
   
   7.3 Binding Effect
   This Agreement shall be binding upon and ensure to the benefit of Customer and Company and their respective successors and assigns.
   
   7.4 Waiver and Severability.
   The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, limit, or waive such party’s right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.  If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
   
   7.5 Right to Stop Services
   In the event Customer fails to make any of the payments for services set forth in Exhibit A within the time prescribed in this agreement, Company has the right to stop all services until payment is received in full by Company.
   
   7.6 Indemnification
   Customer warrants that everything it provides Company to employ services is legally owned or licensed to Customer. Customer agrees to indemnify and hold Company harmless from any and all claims brought by any third-party relating to any aspect of CF Search Marketing’s services, including, but without limitation, any and all demands, liabilities, losses, costs and claims including attorney’s fees arising out of injury caused by Customer’s products/services, material supplied by Customer, copyright infringement, and defective products sold via CF Search Marketing’s services. Customer agrees to indemnify Company from responsibility for problems/disruptions caused by third-party services that Customer may use such as website providers, inventory feed providers, CRM, DMS, and other 3^rd party systems and other services that are utilized by CF Search Marketing’s Internet marketing services.
   
   Customer warrants that all vehicle pricing and disclaimers in advertising are the responsibility of the Customer.  Company does not have access to any systems that determine if a particular vehicle is eligible for rebates or what a Customer is including in the pricing supplied to Company. Customer agrees to indemnify and hold Company harmless from any and all claims brought by government agencies, individuals or other businesses in respect to any aspect of CF Search Marketing’s services, including, but without limitation, any and all demands, liabilities, losses, costs and claims including attorney’s fees arising out of injury caused by Customer’s products/services or material supplied by Customer.
   
   7.7 No Responsibility for Loss
   Company will have no responsibility for any third-party disrupting, intruding or otherwise copying files in part or in whole on all or any part of the work performed for CF Search Marketing’s services. Company is not responsible for any down time, lost files, improper links, alleged loss of business, or any other loss that may occur in the operation of CF Search Marketing’s services under this Agreement.
   
   7.8 Attorney’s Fees
   In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement, the prevailing party shall be entitled to recover its actual attorney’s fees and costs, including expert witness fees. Each party represents and warrants that, on the date first written above, they are authorized to enter into this Agreement in entirety and duly bind their respective principals by their signature below.

8. Cancellation
   Either party may terminate this Agreement with a minimum of 30 days written notice prior to renewal.  Final month Services will remain the same as previous month with an allowable Search Engine Marketing or Social Advertising adjustment up to 25% of the previous month’s budget.  Company may terminate this Agreement before the expiration date of the Term on written notice if Customer fails to pay any amount when due herein and such failure continues for fifteen days after Customer’s receipt of written notice of nonpayment.  Customer agrees to provide payment to Company for all services rendered prior to the time of termination.

9. Delinquent Payments
   Unless otherwise specified in writing, invoices not paid within 5 days of the invoice date will accrue interest at 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly.  Customer shall also reimburse Company for all reasonable costs incurred in collecting any late payments, including, without limitation, attorneys’ fees.