AUTOMOTIVE IN-STORE MARKETING, INC. TERMS OF USE

PLEASE CAREFULLY READ THIS AGREEMENT. BY READING THE DOCUMENT, YOU (AS AN AUTHORIZED AGENT OF YOUR ORGANIZATION) (“YOU”). BECOME A USER OF AUTOMOTIVE IN-STORE MARKETING, INC., A WEBSITE OWNED AND OPERATED BY AUTOMOTIVE IN-STORE MARKETING, INC., AND AGREE TO BE BOUND BY THE TERMS OF USE SET FORTH BELOW. IF YOU DO NOT AGREE WITH ANY PART OF THESE TERMS, YOU MAY NOT USE THE AUTOMOTIVE IN-STORE MARKETING, INC. WEB SITE.

1. Purpose

   This Agreement describes the terms and conditions applicable to the products and services available through Automotive In-Store Marketing, Inc. Web site (“Site”), which are offered by third party suppliers, manufacturers, distributors and other service providers (“Merchants”). This Agreement describes your responsibilities and, among other things, limits the liability of Automotive In-Store Marketing, Inc. (“AIM”). Before submitting an account registration form and/or using any of these products and/or services, please read all of this Agreement carefully. By accessing any areas of the Site, users (“Users” or “you”) agree to be legally bound and to abide by these Terms of Use. Automotive In-Store Marketing, Inc. incorporates herein, by reference, its Privacy Policy, which appears at the URL: www.autoinstore.com. Automotive In-Store Marketing, Inc. shall give each User a thirty (30) days notice by e-mail of any proposed changes to these Terms of Use or the Privacy Policy.

2. Copyright Notice

   The User acknowledges that the information, data, software, photographs, graphs, video, typefaces, graphics, music, sounds, images, illustrations, designs, icons and written and other material (collectively, “Content”) on the Site are copyrighted works of Automotive In-Store Marketing, Inc., its licensees and/or various Merchants. Any use of works retrieved from the Site, in all forms, media and technologies now existing or hereafter developed, is subject to the U.S. Copyright Act of 1976, Title 17 of the United States Code, as amended.

3. Trademark Notice

   “AUTOMOTIVE IN-STORE MARKETING, INC.”, “AIM are registered trademarks of Automotive In-Store Marketing, Inc.. The use of any name, trademark, tradename, servicemark, logo, symbol or other proprietary designation or marking of or belonging to any other person or entity on the Site, should not be construed by the User as an endorsement or sponsorship of the Site by any such person or entity or the participation by any such person or entity in the offering of goods, services or information through the Site.

4. Access to Merchants

   1. Automotive In-Store Marketing, Inc. has entered into separate agreements with numerous Merchants called “MerchoMembers™”. You understand and agree that access to the services provided by these Merchants may be subject to, and conditioned upon, your agreeing to the terms and conditions of this Agreement and, in some instances, each time you access the Merchants’ materials you also may be required to reaffirm that you are bound by the terms and conditions of this Agreement. You further understand that each individual Merchant is responsible for setting and explaining their individual shipping, return, security and other policies applicable to purchases of their products and services. Automotive In-Store Marketing, Inc. does not guarantee, warrant or endorse any product or service sold by a Merchant through the Site, nor does Automotive In-Store Marketing, Inc. have any liability or responsibility for the quality of performance of any product or service sold to you by any Merchant. The purchase of any product and service from a Merchant on or through the Site is a transaction solely between you and that Merchant, and any question and dispute you may have regarding such product or service should be addressed directly to the responsible Merchant. Automotive In-Store Marketing, Inc. has no responsibility or liability for any Merchant or your relationship with such Merchant.

      Automotive In-Store Marketing, Inc. does not receive commissions or compensation in any form from any MerchoMember™ who participates in the Web site.

   2. You are responsible for paying the entire amount due on your purchase, including all applicable taxes, shipping and other charges assessed by the Merchant. With respect to applicable taxes, the Merchant will advise you subsequently of the exact amount of tax due on your purchase. Automotive In-Store Marketing, Inc. has no responsibility whatsoever for any miscalculation or omission by a Merchant of applicable taxes on any sale.

5. User’s Representation and Warranties

   If you are a MerchoMember™ you represent that you have the legal capacity and authority to create binding legal obligations for your organization including any liability you or your organization may incur as a result of your use of the Site. You hereby agree to supervise usage by, and be responsible for the action of, those who use your computer and/or registration account to access Automotive In-Store Marketing, Inc.. It is a violation of law to place purchase requests in a false name or with an invalid credit card. Fraudulent users will be prosecuted to the fullest extent of the law.

6. Non-Circumvention

   Within the MerchoMember™ structure, Automotive In-Store Marketing, Inc. brings together buyers and sellers merchandising products and services. Our services are free of charge for you and we do not receive compensation from the Merchants after you complete your transaction through the Site. By using the Site you agree not to interfere, nor circumvent in any way with the business and contractual relationships of Automotive In-Store Marketing, Inc. and any of the Merchants.

7. Release of Credit Information

   If you elect to purchase any products and services from any Merchomember™ featured on the Site, you may be required to provide your corporate credit information, tax identification number and credit card number to such MerchoMember™. None of this information is shared with or obtainable by Automotive In-Store marketing, Inc.

8. No Product Warranties

   All information, products, services, advice, merchandise and materials available through the Site, including text, graphics and links, are provided on an “as is”, “as available” basis without warranties of any kind, either expressed or implied, including but not limited to, warranties of title or implied warranties of merchantability or fitness for a particular purpose. WITHOUT LIMITING THE ABOVE, USER ACKNOWLEDGES THAT AUTOMOTIVE IN-STORE MARKETING, INC. DOES NOT SET OR ENDORSE THE PRICE, CONTRACT TERMS, QUALITY, SAFETY, CONFORMANCE OR LEGALITY OF THE MERCHOMEMBER™’S PRODUCTS ADVERTISED OR OFFERED FOR SALE, THE ABILITY OF A MERCHOMEMBER™ TO SELL SUCH PRODUCTS, OR THE ABILITY OF USERS TO BUY THE PRODUCTS. AUTOMOTIVE IN-STORE MARKETING, INC. DOES NOT HANDLE, MANAGE OR TAKE TITLE TO ANY OF THE MERCHOMEMBER™ PRODUCTS. No warranty or guarantee is made (i) regarding the acceptance of any purchase request or order, (ii) that use of the Site will be error free, or (iii) regarding the accuracy, reliability or quality of any information content, service, advice or merchandise provided or available through the Site. User expressly agrees that the use of the Site is at User’s sole risk.

9. Links to other Web sites and Services

   To the extent that the Site contains links to outside services and resources, any concerns regarding such services or resources should be directed to the particular outside service or resource provider. Automotive In-Store Marketing, Inc. does not guarantee or warrant the accuracy or completeness of the information or content included on the Web sites of these outside services and resources.

10. General Limitation of Liability

    IN NO EVENT SHALL AUTOMOTIVE IN-STORE MARKETING, INC. BE LIABLE FOR ANY INJURY, DEATH, PROPERTY DAMAGE, LOSS, CLAIM, DAMAGE, OR ANY SPECIAL, EXEMPLARY PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER BASED IN CONTRACT, TORT, ANY PRODUCTS LIABILITY THEORIES OR OTHERWISE, WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH ANY USE OF THE SITE, EVEN IF AUTOMOTIVE IN-STORE MARKETING, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    If, notwithstanding the above, Automotive In-Store Marketing, Inc. is found liable for any loss or damage relating to the use of the Site, User agrees that the liability of any such party shall in no event exceed the fee or charge to the User assessed by Automotive In-Store Marketing, Inc. (if any) for using the Site.

11. Indemnification

    User agrees to defend, release, indemnify, and hold harmless Automotive In-Store Marketing, Inc., its officers, directors, employees, affiliates, agents, vendors, resellers, suppliers and any third party information providers to the Site from and against all losses, liabilities, damages, claims, (including all third party claims and claims by MerchoMembers™) and expenses, including without limitation, reasonable attorneys’ fees, court costs and fees, arising out of or related to: (a) any displays or materials appearing in, or products, services sold, offered or purchased by the User through the Site; (b) the use of the Service; (c) the breach of these Terms of Use; or (d) User’s infringement of any intellectual property rights or any other right of any person or entity. To the fullest extent permitted by law, the provisions of this Section 11 apply regardless of any fault, negligence or breach of warranty or contract by Automotive In-Store Marketing, Inc..

12. Third Party Use

    If you use the Site to submit purchase requests to a MerchoMember™ for or on behalf of a third party (a “Third Party”), you are responsible for any error in the accuracy of information provided in connection with such use. In addition, you must inform the Third Party of all Terms of Use applicable to all products or services acquired through the Site including all rules and restrictions applicable there to. Each User using the Site for or on behalf of a Third Party agrees to indemnify and hold Automotive In-Store Marketing, Inc. harmless from and against any and all liabilities, losses, damages, suits and claims (including the costs of defense), relating to the Third Party’s or the User’s failure to fulfill any of its obligations as described above. User is directly responsible for any purchase request submitted including related fees, charges and performance obligations.

13. Arbitration

    Any dispute concerning the breach of these Terms of Use which the parties cannot resolve within thirty (30) days shall be directed to binding arbitration administered by, and pursuant to the rules of, the American Arbitration Association (“AAA”) in Ft. Myers, the State of Florida, with all expenses being shared equally by the parties, provided however, that in the event of the threat of immediate and irreparable harm, the threatened party thereby may seek injunctive relief (but no other relief) in court. Judgment upon any AAA award may be entered in any court having jurisdiction. Any costs incurred in the enforcement of the arbitration award shall be paid by the party against whom enforcement is sought.

14. Force Majeure

    Neither party shall be responsible for any failure to fulfill its obligations under these Terms of Use due to causes beyond its reasonable control, including without limitation, acts or omissions of government or military authority, acts of God, materials shortages, transportation delays, fires, floods, labor disturbances, riots, wars, or inability to obtain any export or import license or other approval of authorization of any governmental authority, but an inability to pay for the products and services shall not be considered as having been caused by force majeure.

15. Miscellaneous

    These Terms of Use represent the entire agreement between you and Automotive In-Store Marketing, Inc. regarding your use of the Site and supersede any prior statements or representations. This Agreement shall be amended by a written amendment signed by both parties. The performance of these Terms of Use shall be governed by the internal laws of the State of Florida, United States of America. In the event of any conflict with these Terms of Use and any term or statement elsewhere on the Site, these Terms of Use shall control. The failure of Automotive In-Store Marketing, Inc. to insist upon strict performance of any provision of these Terms of Use, or to exercise any right provided for herein, shall not be deemed to be a waiver of the future of such provision or right, and no waiver of any provision or right shall affect the right of the waiving party to enforce any other provision or right herein.

    I AGREE TO BE BOUND BY THESE TERMS OF USE